UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 13, 2015

 

 

WPX Energy, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-35322   45-1836028

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

3500 One Williams Center, Tulsa, Oklahoma   74172-0172
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (855) 979-2012

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events.

WPX Energy, Inc. (the “Company”) is filing this Current Report on Form 8-K to provide certain financial information with respect to RKI Exploration & Production, LLC (“RKI”) and the pending acquisition of RKI by Thunder Merger Sub LLC (the “Merger Sub”), a wholly-owned subsidiary of the Company. On July 13, 2015, the Company, Merger Sub and RKI entered into an Agreement and Plan of Merger, dated as of July 13, 2015 (the “Merger Agreement”). Pursuant to and subject to the terms and conditions of the Merger Agreement, RKI will become a wholly-owned subsidiary of the Company (the “Acquisition”).

Included in this filing as Exhibit 99.1 are the audited consolidated financial statements of RKI for the periods described in Item 9.01(a) below, the notes related thereto and the Report of Independent Certified Public Accountants, and included in this filing as Exhibit 99.2 are the unaudited condensed consolidated financial statements of RKI for the periods described in Item 9.01(a) below and the notes related thereto.

Included in this filing as Exhibit 99.3 is the unaudited pro forma condensed combined financial information described in Item 9.01(b) below.

Also included in this filing as Exhibit 99.4 and Exhibit 99.5 are the reports of independent petroleum engineers, geologists and geophysicists, LaRoche Petroleum Consultants, Ltd.

 

Item 9.01 Financial Statement and Exhibits.

 

(a) Financial Statements

 

    Audited consolidated financial statements of RKI and its subsidiaries comprised of the consolidated balance sheets as of December 31, 2014 and 2013, and the related consolidated statements of income, members’ equity and cash flows for each of the years in the three-year period ended December 31, 2014, and the related notes to the consolidated financial statements, attached as Exhibit 99.1 hereto.

 

    Unaudited condensed consolidated financial statements of RKI and its subsidiaries comprised of the condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014, and the related condensed consolidated statements of income, members’ equity and cash flows for the three months ended March 31, 2015 and 2014, and the related notes to the unaudited condensed consolidated financial statements, attached as Exhibit 99.2 hereto.

 

(b) Pro Forma Financial Information

The following unaudited pro forma condensed combined financial information of the Company, giving effect to the Acquisition, RKI’s probable dispositions of certain assets and certain related liabilities and the related financing transactions, which includes offerings of securities, and the application of the proceeds from the offerings, is included in Exhibit 99.3 hereto:

 

    Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2015.

 

    Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2015 and March 31, 2014.

 

    Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2014.

 

    Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

 

1


(d) Exhibits

 

Exhibit
No.

    
  3.1    Certificate of Amendment of Amended and Restated Certificate of Incorporation of WPX Energy, Inc.
23.1    Consent of Grant Thornton LLP
23.2    Consent of LaRoche Petroleum Consultants, Ltd.
99.1    Historical audited consolidated financial statements of RKI Exploration & Production, LLC
99.2    Historical unaudited condensed consolidated financial statements of RKI Exploration & Production, LLC
99.3    Unaudited Pro Forma Condensed Combined Financial Information
99.4    Report of Independent Petroleum Engineers, Geologists and Geophysicists, LaRoche Petroleum Consultants, Ltd., dated January 22, 2015
99.5    Report of Independent Petroleum Engineers, Geologists and Geophysicists, LaRoche Petroleum Consultants, Ltd., dated June 22, 2015

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

WPX ENERGY, INC.
By:

/s/ Stephen E. Brilz

Stephen E. Brilz
Vice President and Secretary

DATED: July 14, 2015

 

3


EXHIBIT INDEX

 

Exhibit
No.

  

Description

  3.1    Certificate of Amendment of Amended and Restated Certificate of Incorporation of WPX Energy, Inc.
23.1    Consent of Grant Thornton LLP
23.2    Consent of LaRoche Petroleum Consultants, Ltd.
99.1    Historical audited consolidated financial statements of RKI Exploration & Production, LLC
99.2    Historical unaudited condensed consolidated financial statements of RKI Exploration & Production, LLC
99.3    Unaudited Pro Forma Condensed Combined Financial Information
99.4    Report of Independent Petroleum Engineers, Geologists and Geophysicists, LaRoche Petroleum Consultants, Ltd., dated January 22, 2015
99.5    Report of Independent Petroleum Engineers, Geologists and Geophysicists, LaRoche Petroleum Consultants, Ltd., dated June 22, 2015

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

WPX ENERGY, INC.

WPX Energy, Inc., a Delaware corporation and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

FIRST : Section 5.2 of Article V of the Corporation’s Amended and Restated Certificate of Incorporation is deleted in its entity and the following is inserted in lieu thereof:

“Section 5.2 Classification .

(a) The Board of Directors (other than those directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article IV hereof (the “ Preferred Stock Directors ”)) shall, until the election of directors at the annual meeting of stockholders to be held in 2017, be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Commencing at the 2015 annual meeting of stockholders, successors to the Class of directors whose terms expire at such meeting shall be elected to hold office for a term expiring at the next annual meeting of stockholders and until their successors are elected and qualified. Commencing with the election of directors at the 2017 annual meeting of stockholders, the Board of Directors shall no longer be divided into classes and all directors shall be elected to hold office for a term expiring at the next annual meeting of stockholders and until their successors are elected and qualified.

(b) If prior to the election of directors at the 2017 annual meeting of stockholders the number of directors is increased, then, except to the extent that an increase in the authorized number of directors occurs in connection with the rights of the holders of Preferred Stock to elect additional directors, any newly created directorship resulting from an increase in the number of directors shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible. Any director elected to fill such newly created directorship or any vacancy in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall hold office for a term that shall coincide with the remaining term of the class of directors into which such director was elected. Commencing with the election of directors at the 2017 annual meeting of stockholders and thereafter, any additional director elected to fill a newly created directorship resulting from an increase in the number of directors or any vacancy in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall hold office for a term expiring at the next annual meeting of stockholders.

(c) Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or


other cause shall, unless otherwise provided by law, be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director so chosen shall hold office until such director’s successor shall have been duly elected and qualified and, if the Board of Directors at such time is classified, until the next election of the class for which such director shall have been chosen. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

(d) Subject to the rights of the holders of any class or one or more series of Preferred Stock then outstanding, (i) until the election of directors at the 2017 annual meeting of stockholders, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 75% of the total voting power of the Voting Stock, and (ii) from and after the election of the directors at the 2017 annual meeting of stockholders, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, only by the affirmative vote of the holders of at least 75 percent of the total voting power of the Voting Stock.

(e) Notwithstanding the foregoing, during any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV hereof, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.

SECOND : The amendment to the Corporation’s Amended and Restated Certificate of Incorporation set forth above was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.


IN WITNESS WHEREOF, WPX Energy, Inc. has caused this Certificate of Amendment to be executed by its duly authorized officer on this 21st day of May, 2015.

 

WPX ENERGY, INC.
By: /s/ Stephen E. Brilz
Name: Stephen E. Brilz
Title: Vice President and Secretary

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated March 12, 2015, with respect to the audited consolidated financial statements of RKI Exploration & Production, LLC as of December 31, 2014 and 2013, and for each of the three years in the period ended December 31, 2014, included in the Current Report of WPX Energy, Inc. on Form 8-K dated July 14, 2015. We hereby consent to the incorporation by reference of said report in WPX Energy, Inc.’s Registration Statements on Form S-3 (File Nos. 333-198523 and 333-197905) and Registration Statements on Form S-8 (File Nos. 333-188767, 333-178388 and 333-204355).

 

/s/ GRANT THORNTON LLP
Oklahoma City, Oklahoma
July 14, 2015

EXHIBIT 23.2

CONSENT OF LAROCHE PETROLEUM CONSULTANTS, LTD.,

INDEPENDENT PETROLEUM ENGINEERS

We consent to the incorporation by reference in the Registration Statements (File Nos. 333-198523 and 333-197905 and post-effective amendment No. 1 thereto) on Form S-3, and the Registration Statements (Nos. 333-188767, 333-178388 and post-effective amendment No. 1 thereto, and 333-204355) on Form S-8 of RKI Exploration and Production, LLC of our reserve reports dated January 22, 2015 and June 22, 2015 for RKI Exploration and Production, LLC included in or made a part of this Current Report (Form 8-K).

 

/s/ William M. Kazmann

William M. Kazmann

LaRoche Petroleum Consultants, Ltd.

 

July 13, 2015
Richardson, Texas

Exhibit 99.1

RKI E XPLORATION  & P RODUCTION , LLC

Index to Consolidated Financial Statements

 

     Page  

Report of Independent Certified Public Accountants

     2   

Consolidated Balance Sheets:

  

December 31, 2014 and 2013

     4   

Consolidated Statements of Income:

  

For the years ended December 31, 2014, 2013 and 2012

     5   

Consolidated Statements of Members’ Equity:

  

For the years ended December 31, 2014, 2013 and 2012

     6   

Consolidated Statements of Cash Flows:

  

For the years ended December 31, 2014, 2013 and 2012

     7   

Notes to Consolidated Financial Statements

     8   

 

1


Report of Independent Certified Public Accountants

Board of Directors

RKI Exploration & Production, LLC

We have audited the accompanying consolidated financial statements of RKI Exploration & Production, LLC (a Delaware limited liability company) and subsidiaries, which comprise the consolidated balance sheets as of December 31, 2014 and 2013, and the related consolidated statements of income, members’ equity, and cash flows for each of the three years in the period ended December 31, 2014, and the related notes to the financial statements.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

 

2


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of RKI Exploration & Production, LLC and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in accordance with accounting principles generally accepted in the United States of America.

 

LOGO

Oklahoma City, Oklahoma

March 12, 2015

 

3


RKI E XPLORATION  & P RODUCTION , LLC

Consolidated Balance Sheets

(in thousands)

A S S E T S

 

     December 31,  
     2014     2013  

CURRENT ASSETS

    

Cash and cash equivalents

   $ 23,477      $ 29,741   

Accounts receivable:

    

Oil and natural gas sales

     48,510        51,665   

Joint interest and other, net

     41,957        40,202   

Inventory and other

     18,143        8,949   

Deferred tax asset

     —          849   

Fixed-price commodity contracts

     80,745        447   
  

 

 

   

 

 

 

Total current assets

  212,832      131,853   
  

 

 

   

 

 

 

PROPERTY AND EQUIPMENT, at cost

Oil and natural gas properties, based on successful efforts accounting:

Proved

  2,022,247      1,661,322   

Unproved

  220,344      148,529   

Natural gas gathering systems

  123,731      54,376   

Other

  12,321      7,286   
  

 

 

   

 

 

 
  2,378,643      1,871,513   

Less accumulated depreciation, depletion and amortization

  (359,685   (248,737
  

 

 

   

 

 

 
  2,018,958      1,622,776   
  

 

 

   

 

 

 

OTHER ASSETS

Goodwill

  3,017      3,017   

Fixed-price commodity contracts

  2,361      2,692   

Loan origination costs, net and other

  14,633      12,707   
  

 

 

   

 

 

 
  20,011      18,416   
  

 

 

   

 

 

 
$ 2,251,801    $ 1,773,045   
  

 

 

   

 

 

 
L I A B I L I T I E S      A N D     M E M B E R S’     E Q U I T Y   

CURRENT LIABILITIES

Accounts payable

$ 151,008    $ 113,247   

Revenue payable

  60,952      17,195   

Accrued interest, taxes and other

  43,209      30,428   

Deferred tax liabilities

  30,168      —     

Fixed-price commodity contracts

  —        3,115   
  

 

 

   

 

 

 

Total current liabilities

  285,337      163,985   
  

 

 

   

 

 

 

LONG-TERM DEBT

  690,000      650,000   
  

 

 

   

 

 

 

OTHER LONG-TERM LIABILITIES

Asset retirement obligations and other

  23,596      12,016   

Deferred tax liabilities

  96,168      39,151   
  

 

 

   

 

 

 
  119,764      51,167   
  

 

 

   

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 7)

MEMBERS’ EQUITY

Members’ capital

  917,556      839,166   

Retained earnings

  239,144      68,727   
  

 

 

   

 

 

 
  1,156,700      907,893   
  

 

 

   

 

 

 
$ 2,251,801    $ 1,773,045   
  

 

 

   

 

 

 

See accompanying notes to financial statements.

 

4


RKI E XPLORATION  & P RODUCTION , LLC

Consolidated Statements of Income

(in thousands)

 

     Years Ended December 31,  
     2014      2013     2012  

REVENUES

       

Oil, natural gas and natural gas liquids sales

   $ 512,236       $ 333,935      $ 175,562   

Other income

     2,020         4,023        2,848   

Gain on sale of assets

     129,583         58,151        —     

Change in fixed-price commodity contract fair value

     83,082         (4,548     10,973   
  

 

 

    

 

 

   

 

 

 
  726,921      391,561      189,383   
  

 

 

    

 

 

   

 

 

 

EXPENSES

Lease operating

  81,173      60,474      29,214   

Production taxes

  47,686      31,806      17,651   

Natural gas gathering and compression

  5,744      5,671      1,662   

General and administrative

  52,074      27,909      17,820   

Exploration costs

  19,468      16,947      19,600   

Depreciation, depletion and amortization

  214,255      143,585      64,498   

Impairment

  217      4,931      1,070   

Interest

  39,948      26,090      2,757   

Loss on early extinguishment of debt

  —        3,310      —     
  

 

 

    

 

 

   

 

 

 
  460,565      320,723      154,272   
  

 

 

    

 

 

   

 

 

 

INCOME BEFORE INCOME TAXES

  266,356      70,838      35,111   

Income tax provision

  95,939      26,722      13,331   
  

 

 

    

 

 

   

 

 

 

NET INCOME

$ 170,417    $ 44,116    $ 21,780   
  

 

 

    

 

 

   

 

 

 

See accompanying notes to financial statements.

 

5


RKI E XPLORATION  & P RODUCTION , LLC

Consolidated Statements of Members’ Equity

(in thousands)

 

     Members’
Capital
    Treasury
Shares
    Retained
Earnings
     Total
Members’
Equity
 

BALANCE – JANUARY 1, 2012

   $ 396,755      $ —        $ 2,831       $ 399,586   

Net income

     —          —          21,780         21,780   

Share-based compensation

     4,063        —          —           4,063   

Treasury shares

     —          (156     —           (156

Issuance of shares

     312,219        —          —           312,219   

Equity issuance costs

     (104     —          —           (104
  

 

 

   

 

 

   

 

 

    

 

 

 

BALANCE – DECEMBER 31, 2012

  712,933      (156   24,611      737,388   

Net income

  —        —        44,116      44,116   

Share-based compensation

  6,917      —        —        6,917   

Treasury shares

  —        (456   —        (456

Issuance of shares

  120,001      —        —        120,001   

Equity issuance costs

  (73   —        —        (73
  

 

 

   

 

 

   

 

 

    

 

 

 

BALANCE – DECEMBER 31, 2013

  839,778      (612   68,727      907,893   

Net income

  —        —        170,417      170,417   

Share-based compensation

  11,668      —        —        11,668   

Treasury shares

  —        (1,279   —        (1,279

Issuance of shares

  68,001      —        —        68,001   
  

 

 

   

 

 

   

 

 

    

 

 

 

BALANCE – DECEMBER 31, 2014

$ 919,447    $ (1,891 $ 239,144    $ 1,156,700   
  

 

 

   

 

 

   

 

 

    

 

 

 

See accompanying notes to financial statements.

 

6


RKI E XPLORATION  & P RODUCTION , LLC

Consolidated Statements of Cash Flows

(in thousands)

 

     Years ended December 31,  
     2014     2013     2012  

CASH FLOWS FROM OPERATING ACTIVITIES

      

Net income

   $ 170,417      $ 44,116      $ 21,780   

Items not affecting operating cash flows:

      

Depreciation, depletion and amortization

     214,255        143,585        64,498   

Exploration costs

     16,457        10,303        9,129   

Deferred income taxes

     88,034        26,722        13,331   

Share-based compensation

     11,668        6,917        4,063   

Impairment

     217        4,931        1,070   

Gain on sale of assets

     (129,583     (58,151     —     

Loss on early extinguishment of debt

     —          3,310        —     

Accretion of asset retirement obligations

     843        581        334   

Change in fixed-price commodity contract fair value

     (83,082     4,548        (10,973
  

 

 

   

 

 

   

 

 

 
  289,226      186,862      103,232   

Net change in operating cash receipts and payments:

Accounts receivable

  (32,882   (56,336   (15,481

Inventory and other

  (9,441   (3,873   (2,474

Accounts payable

  7,825      9,012      2,702   

Revenue payable

  56,611      13,773      841   

Accrued liabilities

  13,348      23,173      4,317   

Other long-term liabilities

  (702   (487   (175
  

 

 

   

 

 

   

 

 

 
  323,985      172,124      92,962   
  

 

 

   

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

Development and exploration expenditures

  (723,964   (638,388   (464,883

Acquisition of oil and natural gas properties

  (137,641   (39,024   (59,083

Proceeds from sale of assets

  505,606      107,544      —     

Additions to natural gas gathering systems

  (71,215   (64,834   (34,948

Additions to other property and equipment

  (5,397   (3,361   (2,214

Additions to other assets

  (1,045   (1,988   (68
  

 

 

   

 

 

   

 

 

 
  (433,656   (640,051   (561,196
  

 

 

   

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from revolving bank facility

  575,000      430,000      420,000   

Repayments of revolving bank facility

  (535,000   (340,000   (375,000

Proceeds from second lien term loan, net of issuance costs

  —        49,000      117,600   

Repayments of second lien term loan

  —        (170,000   —     

Proceeds from issuance of senior notes, net of issuance costs

  —        392,250      —     

Loan origination fees paid

  (3,315   (1,978   (1,308

Purchase of treasury shares

  (1,279   (456   (156

Proceeds from sale of shares, net of issuance costs

  68,001      119,928      312,115   
  

 

 

   

 

 

   

 

 

 
  103,407      478,744      473,251   
  

 

 

   

 

 

   

 

 

 

Change in cash and cash equivalents

  (6,264   10,817      5,017   

Cash and cash equivalents, beginning of period

  29,741      18,924      13,907   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of period

$ 23,477    $ 29,741    $ 18,924   
  

 

 

   

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Interest paid, net of capitalized interest

$ 40,721    $ 11,944    $ 221   

Income taxes paid

  5,500      —        —     

See accompanying notes to financial statements.

 

7


RKI E XPLORATION  & P RODUCTION , LLC

Notes to Consolidated Financial Statements

Note 1 – SIGNIFICANT ACCOUNTING POLICIES

General. RKI Exploration & Production, LLC (“RKI” or the “Company”) is an independent oil and natural gas company engaged in the acquisition, exploration, development and production of oil and natural gas. Our proved oil and natural gas reserves are located in New Mexico, Oklahoma, Texas and Wyoming. RKI was organized as a limited liability company under the laws of the State of Delaware in November 2005, and was funded through private equity contributions from various individuals, including its President and CEO, Ronnie K. Irani. The provisions of the underlying limited liability company agreement stipulate that RKI shall have perpetual existence unless and until it is dissolved in accordance with the provisions of the agreement. No member shall be bound by, or personally liable for, the Company’s expenses, liabilities or obligations.

Our growth in oil and natural gas assets has primarily been funded through the sale of shares to various individuals and private equity investors, borrowings under bank credit facilities, issuance of Senior Notes, and internally generated operating cash flows. See Note 4 - Long-term Debt and Note 8 - Members’ Equity.

Basis of Presentation. Our accounting policies reflect industry practices and conform to accounting principles generally accepted in the United States of America (“US GAAP”). The accompanying consolidated financial statements include the accounts of RKI and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated for all periods presented. In our capacity as operator of oil and natural gas properties which have other owners in addition to RKI, we receive and distribute third party revenues and withhold from third party revenues the associated gross production taxes payable to the respective tax jurisdiction. All revenue and production tax amounts in the accompanying consolidated statements of income are presented net to our ownership in the respective property. Certain reclassifications have been made to the prior period balance sheet and statement of cash flows presented herein to conform to the current year presentation. Such reclassifications were immaterial.

Use of Estimates. The preparation of the consolidated financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts for assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The most significant estimates relate to the accrual of oil and natural gas sales, estimates of proved oil and natural gas reserves which are used in the calculation of depletion expense and impairment charges, estimates of future plugging and abandonment costs, and valuation estimates for derivative commodity contracts. Actual results could differ from the estimates we use in the preparation of the consolidated financial statements. To the extent assumptions and estimates change in the future, the effect on our results of operations could be significant to any reporting period.

Cash and Cash Equivalents. Cash and cash equivalents consist of all demand deposits and funds invested in short-term investments generally with original maturities of three months or less. The cash balances at December 31, 2014 and 2013 include $649,000 which is pledged as collateral pursuant to the bonding requirements of certain governmental agencies.

Accounts Receivable and Concentration of Credit Risk. We sell oil and natural gas to various customers, participate with other parties in the drilling, completion and operation of oil and natural gas wells, and enter into fixed-price commodity contracts, some of which are long-term. The balances of accounts receivable for each period presented are primarily comprised of amounts due from purchasers for oil and natural gas produced and sold and from other owners in our operated oil and natural gas properties for drilling and completion costs. As of December 31, 2014, OOGC America, Inc. and Chesapeake Energy Corporation (“Chesapeake”) owed us $16.9 million and $9.2 million, respectively, for drilling and completion costs in wells we operate. Full payment is anticipated. As of December 31, 2013, Chesapeake owed us $50.1 million for the sale of oil and natural gas production and for their share of drilling and completion costs. All such amounts were collected in 2014. See Note 3 – Property Acquisitions and Divestitures. Excluding the aforementioned receivables, the majority of accounts receivable at December 31, 2014 and 2013 represents amounts due from purchasers of our oil and natural gas production which generally are very large enterprises with established investment grade credit ratings. We do not require the posting of collateral from our purchasers. The balance of allowance for bad debts provided as of December 31, 2014 and 2013 was immaterial. We use the specific identification method when providing for bad debts, based on an evaluation of individual receivable collectability. The determination of whether a receivable is past due is based on payment performance.

 

8


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

At December 31, 2014, we had approximately $41.8 million of cash on deposit in financial institutions. Of this balance, $1.6 million was fully covered by FDIC insurance. However, we believe the credit risk is minimal due to the credit quality of the respective financial institutions.

Inventory. At December 31, 2014 and 2013, inventory consisted of tubular goods which we plan to use in drilling and production activities during the following twelve months totaling approximately $11.1 million and $5.0 million, respectively, and crude oil produced and stored in lease tanks prior to delivery to the purchaser in the amount of $3.0 million and $2.0 million, respectively. Inventory is presented as a current asset in the accompanying balance sheets, shown at the lower of cost or market using the weighted average cost method for tubular goods, and the cost to develop and produce for crude oil inventory.

Property and Equipment. We utilize the successful efforts method of accounting for oil and natural gas property activity. Costs incurred in connection with the drilling and equipping of exploratory wells are capitalized as incurred. If proved reserves are not found, these costs are charged to expense. Other exploration costs, including delay rentals and seismic costs, are charged to expense as incurred. For the years ended December 31, 2014, 2013 and 2012, exploration costs totaled approximately $19.5 million, $16.9 million and $19.6 million, respectively. The largest components of total expensed exploration costs for 2014 included $16.2 million of expired leasehold costs, $1.7 million of delay rentals, and $1.3 million of seismic costs; the largest components of total expensed exploration costs for 2013 included $5.5 million of seismic costs and $9.8 million of expired leasehold costs; and the largest components of total expensed exploration costs for 2012 included $3.4 million associated with unsuccessful exploratory wells, $9.5 million of seismic costs, and $5.7 million of expired leasehold costs. Development costs, which include the costs of drilling and equipping development wells, whether successful or unsuccessful, are capitalized as incurred. All general and administrative costs are expensed as incurred. Depreciation, depletion and amortization of capitalized costs of proved oil and natural gas properties is computed by the unit-of-production method on a field-by-field basis based on estimated proved reserves. Estimated proved reserves information is derived from reserve engineering studies prepared by independent engineering firms in accordance with regulations prescribed by the Securities and Exchange Commission (“SEC”). The costs of unproved oil and natural gas properties are assessed quarterly on a property-by-property basis. If unproved properties are determined to be productive, the related costs are transferred to proved oil and natural gas properties. If unproved properties are determined not to be productive, or if the value has been otherwise impaired, the excess carrying value is charged to expense.

We utilize the pooling of assets concept when recording property conveyances and related transactions made in connection with joint undertakings intended to find, develop, or produce oil or natural gas from a property or group of properties. As such, gains or losses may not be recognized at the time of the conveyance of properties or when cash proceeds are received or paid pursuant to the terms of the underlying joint development agreement.

Upon the sale of an entire interest in a proved property that constitutes a separate amortization base, we recognize a gain or loss equal to the difference between the amount of sales proceeds and the unamortized cost of the property. No gain or loss is recognized upon the sale of a partial interest in a proved property unless non-recognition significantly affects the unit-of-production amortization rate. Sales proceeds associated with the partial sale of an unproved property are credited against the carrying value of the unproved property, treated as a recovery of cost. If sales proceeds exceed the carrying value of the unproved property, a gain or loss is recognized.

Interest is capitalized on exploration and development activities that are in the process of development. No interest is capitalized on unproved leasehold costs that are not in the process of evaluation.

The carrying value of our oil and natural gas properties is reviewed on a field-by-field basis for indications of impairment whenever events or circumstances indicate that the remaining carrying value may not be recoverable. In order to determine whether an impairment has occurred, we estimate the expected undiscounted future net cash flows from our oil and natural gas properties as of the date of determination, and compare them to the respective carrying value amounts. These estimated future cash flows are based on proved and risk-adjusted probable reserves and forward market prices for oil and natural gas that existed as of the date of determination. Those oil and natural gas properties which have carrying amounts in excess of estimated future cash flows are deemed impaired. The carrying value of impaired properties is adjusted to an estimated fair value by discounting the estimated expected future cash flows attributable to the properties at a discount rate estimated to be representative of the market for such properties. The excess is charged to expense and may not be reinstated.

 

9


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

For the year ended December 31, 2014, an impairment charge of $217,000 was recognized for the Roswell field in Chaves County, New Mexico. The impairment charge was primarily attributable to a decline in oil prices in the fourth quarter of 2014. For the year ended December 31, 2013, we recorded an impairment charge of $4.9 million, the vast majority of which related to the Prohibition field in Lea County, New Mexico, which is operated by third parties. The impairment was the result of limited reserve additions from drilling activity occurring in this field during 2013, which was quantified in the preparation of our year-end reserve report. For the year ended December 31, 2012, an impairment charge of $1.1 million was recognized for the Anthon field located in western Oklahoma. The impairment charge resulted primarily from a decline in natural gas prices. Lower oil and natural gas prices or downward revisions of reserve estimates could result in future impairment recognition.

We provide for the estimated costs, at current prices, of dismantling, plugging and removing oil and natural gas wells and production facilities. These estimated costs are capitalized as part of the carrying amount of our oil and natural gas properties, recorded at discounted values based on the estimated productive lives of the associated oil and natural gas properties and amortized by the unit-of-production method. The salvage value of well equipment and production facilities recoverable at the date of disposition is ignored in the calculation of the liability. The retirement liability is accreted over the life of the underlying property until the liability is settled or the well is sold. See Note 14 – Asset Retirement Obligations. The initial establishment of this liability, future accretion, and changes in cost estimates all represent noncash transactions and, therefore, are not reflected in the accompanying consolidated statements of cash flows.

Other property and equipment, including natural gas gathering systems, is carried at cost in the accompanying consolidated balance sheets. Depreciation of other property and equipment is provided by using the straight-line method over estimated useful lives of three to 20 years. We evaluate the carrying value of other property and equipment used in operations for impairment when events or changes in circumstances indicate, in our judgment, that the carrying value of these assets may not be recoverable. The determination of whether an impairment has occurred is based on estimated undiscounted future cash flows attributable to the assets as compared to their carrying value. If an impairment has occurred, the amount of the impairment recognized is determined by estimating the fair value of the assets and recording a provision for loss if the carrying value is greater than fair value.

Revenue Recognition. Oil, natural gas and natural gas liquids (“NGL”) revenues are recognized when sold to a purchaser at a fixed or determinable price, when delivery has occurred and title has transferred, and if collection of the revenue is probable. Delivery occurs and title is transferred when production has been delivered to a purchaser’s pipeline or truck. As a result of the complexity of the requirements necessary to gather information from numerous purchasers and measurement locations, calculate volumes produced, perform field and wellhead allocations and distribute and disburse funds to various working interest partners and royalty owners, the collection of revenues from oil, natural gas and NGL production may take 60 days or more following the month of production. Therefore, we make accruals for revenues and accounts receivable based on estimates of our share of production which are included in our financial results for the related period. We record any differences, which are not expected to be significant, between the actual amounts ultimately received and the original estimates in the period they become finalized.

Natural Gas Sales and Imbalances. We use the sales method of accounting for natural gas imbalances in those circumstances where we have underproduced or overproduced our ownership percentage in a natural gas well. Under this method, a receivable or a liability is recorded to the extent that an underproduced or overproduced position in a reservoir cannot be recouped through the production of remaining reserves. Natural gas imbalance liabilities are immaterial for each period presented herein.

Income Taxes. RKI is a limited liability company treated as a corporation for federal and state income tax purposes, and we conduct operations in three states which assess taxes on income, Oklahoma, New Mexico and Texas. We provide for current and deferred federal and state income taxes in our results of operations, and recognize deferred income tax assets and liabilities on all significant temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases.

We recognize tax positions in our income tax provision when a determination is made that the relevant tax authority would more likely than not sustain a position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. We have evaluated

 

10


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

our tax positions for the years ended December 31, 2014, 2013 and 2012 and concluded that no uncertain tax positions that require recognition in the consolidated financial statements had been taken. Our tax returns filed for 2011 through 2013 are open for federal examination. Our policy is to include any assessed interest and penalty expense within income tax expense in the consolidated statements of income.

Price Risk Management. From time to time we reduce our exposure to unfavorable changes in oil and natural gas prices by utilizing fixed-price commodity swap and option contracts (“fixed-price contracts”). These fixed-price contracts are recognized as assets or liabilities in the accompanying consolidated balance sheets, measured at fair value. Accounting for the changes in fair value for these contracts depends on the intended use and the resulting designation. Designation is established at the inception of a contract, but redesignation is permitted. For fixed-price contracts designated as cash flow hedges which meet specified effectiveness criteria, changes in fair value are recognized in other comprehensive income until the hedged item is recognized in earnings. Any change in fair value resulting from ineffectiveness is recognized immediately in earnings. Changes in the fair value of fixed-price contracts which are not designated as cash flow hedges or do not meet specified effectiveness guidelines are recorded in earnings as the changes occur. None of the fixed-price contracts in effect during the three years ended December 31, 2014 were designated as hedges for accounting purposes; consequently, all changes in the fair value of these contracts have been recorded in earnings in the respective period through December 31, 2014. Cash settlements received under fixed-price contracts are reflected as operating activities in the accompanying consolidated statements of cash flows. See Note 11 – Derivatives.

Loan Origination Costs. Other long-term assets as of December 31, 2014 and 2013 includes costs incurred in connection with the issuance and subsequent increases in our revolving bank credit facility, and the issuance of our 8.5% Senior Notes due 2021. In July 2013, we retired our second lien term loan facility, which was entered into in July 2012, with a portion of the proceeds from the issuance of our 8.5% Senior Notes due 2021. Unamortized loan origination costs associated with the second lien term loan facility of approximately $3.3 million were charged to expense, reflected as a loss on early extinguishment of debt in the statement of income for the year ended December 31, 2013. Costs associated with the issuance of the 8.5% Senior Notes due 2021 were capitalized. Unamortized issuance costs at December 31, 2014 and 2013 totaled approximately $10.9 million and $10.1 million, respectively, and are being amortized over the remaining lives of the respective credit facility. See Note 4 – Long-term Debt.

Goodwill. We recognize goodwill in the acquisition of a business when the aggregate fair value of net tangible and identifiable intangible assets is less than the total consideration paid. Goodwill is tested for impairment annually each October, or more frequently based upon changes in external factors. The impairment test compares the carrying value of goodwill to its estimated fair value; if the carrying value exceeds the fair value, the excess carrying value is charged to operations. No impairment of goodwill has been identified for the years ended December 31, 2014, 2013 and 2012.

Recently Issued Accounting Standards. In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). The standard generally requires an entity to identify performance obligations in its contracts with customers, estimate the amount of variable consideration to be received in the transaction price, allocate the transaction price to each separate performance obligation, and recognize revenue as obligations are satisfied. Its objective is to increase the usefulness of information in the financial statements regarding the nature, timing and uncertainty of revenues. The Standard is effective for RKI for annual and interim periods beginning after December 15, 2017, and permits the use of either the retrospective or cumulative effect transition method. We are evaluating the impact of the provisions of ASU 2014-09; however, the standard is not expected to have a material effect on our consolidated financial statements and related disclosures.

Subsequent Events . We have evaluated subsequent events through March 12, 2015, the date the financial statements were available to be issued. See Note 16 – Subsequent Events for a discussion of subsequent event matters.

Note 2 – PROPERTY AND EQUIPMENT

Capitalized Costs. Our oil and natural gas acquisition, exploration and development activities are conducted in the United States in Oklahoma, New Mexico, Texas and Wyoming. The following table summarizes the capitalized costs associated with these activities as of December 31, 2014 and 2013.

 

11


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

     December 31,  
($ in thousands)    2014      2013  

Oil and natural gas properties:

     

Proved

   $ 2,022,247       $ 1,661,322   

Unproved

     220,344         148,529   

Accumulated depreciation, depletion and amortization

     (349,320      (243,888
  

 

 

    

 

 

 
  1,893,271      1,565,963   
  

 

 

    

 

 

 

Other property and equipment:

Natural gas gathering systems

  123,731      54,376   

Furniture, equipment and other

  12,321      7,286   

Accumulated depreciation

  (10,365   (4,849
  

 

 

    

 

 

 
  125,687      56,813   
  

 

 

    

 

 

 
$ 2,018,958    $ 1,622,776   
  

 

 

    

 

 

 

Depreciation, depletion and amortization expense of oil and natural gas properties (“DD&A”) for the years ended December 31, 2014, 2013 and 2012 was $204.9 million, $138.5 million and $61.5 million, respectively. DD&A per barrel of oil equivalent (“Boe”) for the years ended December 31, 2014, 2013 and 2012, was $21.23, $21.96 and $21.78, respectively. Interest of approximately $3.9 million, $3.5 million and $2.4 million was capitalized in connection with our acquisition, exploration and development activities in 2014, 2013 and 2012, respectively. Depreciation of other property and equipment was approximately $6.9 million, $3.5 million and $2.1 million for the years ended December 31, 2014, 2013 and 2012, respectively.

Unproved oil and natural gas properties at December 31, 2014 consisted of acreage positions which will be evaluated over their respective lease terms or as drilling results are determined. Certain of these acreage positions are expected to be drilled in 2015. The carrying value of these positions may be reclassified as proved oil and natural gas properties or charged to expense, depending on the nature and results of the associated drilling. The terms of certain of our unproved leases require periodic drilling operations to be conducted after the initial lease term has expired (generally three to five years) in order to preserve mineral rights to the undrilled spacing units.

RKI invests in gathering systems and processing facilities to complement our natural gas operations in regions where we have significant production and additional infrastructure is required. By doing so, we are better able to manage the value received for and the costs of gathering, treating and processing natural gas. These systems are designed primarily to gather our production for delivery into major intrastate or interstate pipelines. Our natural gas gathering systems are located in New Mexico, Texas and Wyoming and consist of approximately 290 miles of gathering pipelines. We currently generate revenue from our gathering, treating and compression activities through fixed-rate fee structures, and have also utilized cost of service fee structures in the past. Prior to July 19, 2013, we owned a 50% non-operated position in a natural gas gathering system operated by Access Midstream Partners, L.P., located in Converse County, Wyoming. We sold this ownership position in July 2013 for total proceeds of $107.5 million. Subsequent to this transaction, substantially all gathering fee income generated by our gathering systems has been attributable to the gathering and transportation of our own produced natural gas. Accordingly, this income is eliminated upon the preparation of our consolidated financial statements. The gathering systems we participate in are located in developing areas and require significant build-out capital expenditures. The majority of the associated capital expenditures are funded through availability under bank credit facilities and equity commitments, and through cash flows from operating activities.

 

12


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

Costs Incurred. The following table summarizes the costs incurred in acquisition, exploration and development activities for the years ended December 31, 2014, 2013 and 2012.

 

     December 31,  
($ in thousands)    2014      2013      2012  

Property acquisition costs:

        

Proved (1)

   $ 137,222       $ 3,826       $ 25,042   

Unproved (1)

     182,377         39,851         37,427   
  

 

 

    

 

 

    

 

 

 
  319,599      43,677      62,469   

Exploration costs

  22,097      15,467      29,529   

Development costs

  744,924      607,498      496,673   

Asset retirement obligation (2)

  (413   1,986      4,545   
  

 

 

    

 

 

    

 

 

 
$ 1,086,207    $ 668,628    $ 593,216   
  

 

 

    

 

 

    

 

 

 

 

(1) 2014 amounts include $52.2 million of non-cash proved property cost additions and $114.3 million of non-cash unproved property cost additions recognized upon the execution of the Exchange Agreement with Chesapeake. See Note 3 - Property Acquisition and Divestitures - Powder River Basin Property Exchange.
(2) Includes revisions which represent changes in cost estimates, discount periods or discount rates for asset retirement obligations recorded in previous periods.

For the years ended December 31, 2014, 2013 and 2012, we incurred costs associated with the drilling of exploratory wells of $22.1 million, $15.5 million and $29.5 million, respectively. Under the successful efforts method of accounting, the costs of drilling an exploratory well are capitalized pending determination of whether proved reserves can be attributed to the discovery. When initial drilling operations are complete, we determine whether the well has discovered crude oil and natural gas reserves and, if so, whether those reserves can be classified as proved reserves. Often, the determination of whether proved reserves can be recorded under SEC guidelines cannot be made when drilling is completed. In those situations where we estimate that economically producible hydrocarbons have not been discovered, the exploratory drilling costs are reflected on the consolidated statements of income as a component of “Exploration costs”. If the determination of proved reserves for an exploratory well is pending the completion or testing of such well at the end of the reporting period, the associated drilling costs are classified in the consolidated balance sheets as “Unproved oil and natural gas properties” until the determination is made in a subsequent period.

On a quarterly basis, operating and financial management review the status of all deferred exploratory drilling costs in light of ongoing exploration activities, in particular, whether we are making sufficient progress in our ongoing exploration and appraisal efforts. If we determine that future appraisal drilling or development activities are not likely to occur, any associated exploratory well costs are expensed in the period of determination.

The following table presents the amount of capitalized exploratory drilling costs pending evaluation at December 31, 2014, 2013 and 2012, and the changes in those amounts during the years then ended:

 

     Years Ended December 31,  
($ in thousands)    2014      2013      2012  

Capitalized Exploratory Drilling Costs Pending Evaluation:

        

Beginning balance

   $ —         $ 3,680       $ 15,520   

Additions

     6,715         —           3,311   

Costs reclassified to proved oil and natural gas properties

     —           (3,680      (15,151

Costs charged to expense

     —           —           —     
  

 

 

    

 

 

    

 

 

 

Ending balance

$ 6,715    $ —      $ 3,680   
  

 

 

    

 

 

    

 

 

 

Wells pending evaluation

  1      —        2   
  

 

 

    

 

 

    

 

 

 

Note 3 – PROPERTY ACQUISITIONS AND DIVESTITURES

Powder River Basin Property Exchange. In May 2007, we entered into a Joint Development Agreement (“JDA”) with Chesapeake Energy Corporation (“Chesapeake”) to pursue an exploration and development play in the Powder River Basin of Wyoming. The agreement extended a 50% ownership in the project to Chesapeake in exchange for

 

13


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

various forms of consideration paid or conveyed to us, all of which have been received in prior years. As of June 30, 2014, we owned approximately 990,000 gross (425,000 net) developed and undeveloped acres in this play and had drilled or participated in the drilling of 244 wells since the inception of the joint venture.

Effective April 1, 2013, we entered into an amendment to the JDA with Chesapeake which, among other things, provided for (1) a redistribution of operatorship rights across the area of mutual interest (“AMI”) defined by the agreement, and (2) a limited farmout of our working interests in a defined number of wells to be drilled by Chesapeake. With the execution of the amendment, we became the named operator for approximately 460,000 gross acres, the majority of which is located in Converse County, Wyoming, north of a demarcation line defined by the amendment. Pursuant to the amendment and commencing April 1, 2013, we farmed-out our working interest in the next consecutive 85 wells (subject to certain conditions) to be drilled by Chesapeake on the acreage Chesapeake operated south of the demarcation line. Upon payout, as defined by the amendment, we would have reverted back into our full ownership in the farmed-out wells. As of June 30, 2014, a total of 75 wells had been drilled or were in the process of being drilled pursuant to the farmout agreement.

On June 20, 2014, we entered into an Exchange Agreement (the “Exchange Agreement”) with Chesapeake pursuant to which we agreed to convey (i) approximately 204,000 net non-operated acres and (ii) our non-operated working and net revenue interests in 191 wells, all of which are located south of the aforementioned demarcation line within the AMI defined by the JDA, in exchange for Chesapeake’s conveyance to us of (x) approximately 136,000 net operated acres, and (y) operated working and net revenue interests in 68 wells, all of which are located north of the demarcation line within the AMI, plus (z) a cash payment of $450 million, which was subject to normal closing adjustments. Estimated proved reserves associated with the oil and natural gas properties conveyed to Chesapeake totaled approximately 25.4 MMBoe as of December 31, 2013; estimated proved reserves associated with the oil and natural gas properties received from Chesapeake totaled approximately 2.2 MMBoe as of December 31, 2013. The Exchange Agreement closed on August 19, 2014 and we received net proceeds of approximately $438 million, which is also subject to normal post-closing adjustment. We presently own approximately 351,000 net acres in the Powder River Basin and we have operatorship control over the vast majority of this acreage. The cash proceeds from this transaction were used to pay down borrowings under our revolving bank credit facility and for working capital purposes. The JDA terminated upon closing.

Closing of the Exchange Agreement resulted in a gain recognition of $75.6 million, which was based on the estimated fair value of the oil and natural gas properties conveyed to Chesapeake as compared to the associated carrying value. This estimated fair value was then used for valuing the oil and natural gas properties received from Chesapeake in the exchange, net of the cash consideration. This resulted in non-cash proved and unproved oil and natural gas property additions of $52.2 million and $114.3 million, respectively. The fair values of proved and unproved oil and natural gas properties conveyed to Chesapeake were determined based on a third party valuation of the associated assets and liabilities, which we in turn deemed to be reasonable. The fair values of proved and unproved oil and natural gas properties acquired were determined through discounted cash flow analyses, analysis of available market data and management judgment. The valuation of proved and unproved oil and natural gas properties at a given point in time is subject to a wide range of highly variable assumptions, including commodity prices.

Delaware Basin Property Acquisition. On May 23, 2014, we closed on an acquisition of proved and unproved oil and natural gas properties located in the Delaware Basin of southeast New Mexico and southwest Texas from Chaparral Energy, L.L.C. (the “Chaparral Properties”). At closing, the Chaparral Properties contained an estimated 510 producing wells (289 of which were operated by us upon closing), 6.5 MMBoe of proved reserves, 1,850 Boed of production, 30 miles of natural gas gathering systems, and approximately 29,000 net acres. The majority of the acquired properties are in close proximity to our existing acreage position in the stateline area of New Mexico and Texas. We believe the Chaparral Properties are prospective for Delaware, Bone Spring and Wolfcamp development. The final purchase price was approximately $120 million. The acquisition was funded primarily through an advance on existing equity commitments from our investors and availability under our revolving bank credit facility.

The following table summarizes the estimated fair value of the oil and natural gas properties conveyed pursuant to the Powder River Basin Property Exchange, and the consideration paid for the Delaware Basin Property Acquisition, and the amounts of the identifiable assets acquired and liabilities assumed as of the respective closing dates for both transactions. Acquisition-related costs, all of which were included in general and administrative expenses in the accompanying income statement for the year ended December 31, 2014, were immaterial.

 

14


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

(in thousands)    Delaware
Basin
Property
Acquisition
     Powder
River Basin
Property
Exchange
 

Consideration conveyed

     

Cash and cash equivalents

   $ 120,421       $ —     

Current assets and liabilities, net

     —           11,312   

Unproved oil and natural gas properties (1)

     —           355,703   

Proved oil and natural gas properties (1)

     —           239,920   

Asset retirement obligations

     —           (1,780
  

 

 

    

 

 

 
$ 120,421    $ 605,155   
  

 

 

    

 

 

 

Recognized amounts of identifiable assets and liabilities received  (2)

Cash and cash equivalents

$ —      $ 438,458   

Oil inventory

  198      321   

Unproved oil and natural gas properties (3)

  47,160      114,318   

Proved oil and natural gas properties (3)

  81,932      52,244   

Natural gas gathering systems

  3,826      —     

Asset retirement obligations

  (12,695   (186
  

 

 

    

 

 

 
$ 120,421    $ 605,155   
  

 

 

    

 

 

 

 

(1) Proved and unproved oil and natural gas properties as shown reflect their estimated fair values as of the Exchange Agreement closing date. This fair value recognition resulted in gain recognition of approximately $75.6 million relative to their respective carrying values.
(2) Goodwill was not recognized in connection with either transaction.
(3) Proved and unproved oil and natural gas properties acquired have been recorded based on their respective estimated fair values.

Sale of Powder River Basin Acreage. On May 29, 2014, we closed on the sale of approximately 15,900 net undeveloped acres located in the northwest portion of Converse County, Wyoming. This acreage was located in an area of the Powder River Basin for which we did not have near-term development plans, situated outside of existing federal units. As consideration for this acreage, we received $57.0 million, plus approximately 4,200 net acres, also located in Converse County within our core development area, for an effective sales price of approximately $4,900 per net acre divested. This divestiture, which included 100% of our ownership in the acreage being conveyed, resulted in a gain recognition of $46.7 million. The cash proceeds were used to fund a portion of our 2014 drilling program.

Note 4 – LONG-TERM DEBT

The outstanding balance of long-term debt as of December 31, 2014 and December 31, 2013 is shown below:

 

     December 31,  
(in thousands)    2014      2013  

$1.0 Billion Revolving Bank Credit Facility

   $ 290,000       $ 250,000   

8.5% Senior Notes due 2021

     400,000         400,000   

Less current maturities

     —           —     
  

 

 

    

 

 

 
$ 690,000    $ 650,000   
  

 

 

    

 

 

 

$1.0 Billion Revolving Bank Credit Facility. On November 14, 2011, we entered into a Second Amended and Restated Credit Agreement with Citibank, N.A. as administrative agent. The agreement provided for up to $500 million in borrowings and letters of credit on a revolving basis; associated availability under the facility was equal to the lesser of $500 million or the borrowing base, as defined by the agreement. The borrowing base was redetermined on each March 1 and September 1 based on a periodic valuation of our oil and natural gas reserves, subject to certain adjustments. No principal payments were required under the facility until maturity on October 31, 2015.

 

15


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

On February 26, 2014, we entered into the Sixth Amendment to Second Amended and Restated Credit Agreement with Citibank, N.A. as administrative agent. The terms of the amendment, among other things, increased the total facility size to $1.0 billion, increased the borrowing base under the facility from $425 million to $550 million, and increased the number of commercial banks participating in the facility from ten to thirteen. In addition, the maturity of the facility was extended to February 26, 2019. Pricing and redetermination dates under the amended agreement were unchanged from the previous facility. The facility was most recently amended on September 10, 2014, the terms of which increased the borrowing base under the facility to $670 million, and removed the existing limitation on the amount of additional senior unsecured indebtedness we can issue, subject to certain conditions.

The applicable interest rate for borrowings under the facility is subject to a pricing grid based on the amount of outstanding borrowings in relation to the borrowing base. We have the option to select either Eurodollar-based loans or prime rate-based loans. As of December 31, 2014 and 2013, the applicable interest rate margin for Eurodollar-based loans ranged from 175 to 275 basis points; the applicable margin for prime rate-based loans ranged from 75 to 175 basis points. The facility also provides for a commitment fee of 50 basis points payable on the difference between the total amount available for borrowing and actual outstanding indebtedness under the facility.

The facility contains various affirmative and restrictive covenants. These covenants, among other things, limit additional indebtedness, the sale of assets, the payment of dividends, and require us to meet certain financial tests, including total debt to EBITDAX (as defined in the agreement), and EBITDAX to interest. We were in compliance with all of the financial tests required by the agreement as of December 31, 2014 and 2013. If we should fail to perform our obligations under these and other covenants, the revolving credit commitment could be terminated and any outstanding borrowings could be declared immediately due and payable. Borrowings under the facility are secured by mortgages on the vast majority of our proved oil and natural gas properties.

As of December 31, 2014, $290 million of principal and $775,000 face amount of letters of credit were outstanding under this facility, and approximately $379.2 million was available for borrowing. As of December 31, 2013, $250 million of principal and $825,000 face amount of letters of credit were outstanding under this facility, and approximately $174.2 million was available for borrowing. The effective rate for borrowings outstanding on December 31, 2014 and 2013 was 2.2% and 2.6%, respectively.

The amount of required principal payments as of December 31, 2014 is provided as follows: 2015 – $0; 2016 – $0; 2017 –$0; 2018 – $0, and thereafter – $290 million.

Second Lien Credit Agreement. On October 25, 2012, we entered into a Second Lien Credit Agreement with Citibank, N.A. as administrative agent. The facility provided for a single initial borrowing of the full facility amount of $120 million which was drawn October 25, 2012 in the form of a Eurodollar-based term loan. The borrowing was not revolving and was pari passu with the obligations under the existing $500 Million Revolving Bank Credit Facility, but subordinate to the priority claims on collateral assigned under the $500 Million Revolving Bank Credit Facility. No principal repayment was required by the agreement until maturity, which was October 25, 2018.

On February 27, 2013, we entered into a Commitment Increase Agreement, which provided for an increase in the loan commitments from $120 million to $170 million. This increase of $50 million was drawn on February 27, 2013. Interest rates and the maturity date associated with this facility were unchanged by the amendment. Under the terms of this facility, we had the option to select either Eurodollar-based loans or prime rate-based loans. The applicable interest rate for the Eurodollar-based borrowing under this facility was the adjusted LIBO rate for the interest period in effect for the borrowing plus the applicable margin. The adjusted LIBO rate was defined as the greater of 1.5% or the LIBO rate published by Reuters at the time of the borrowing; the applicable margin was 7.0%. The applicable margin for prime rate-based loans was 6.0%. On July 19, 2013, we repaid the outstanding principal with proceeds from the issuance of our 8.5% Senior Notes due 2021, and terminated the facility, resulting in the recognition of a $3.3 million loss.

8.5% Senior Notes due 2021. On July 18, 2013, we issued $350 million of 8.5% Senior Notes due 2021 pursuant to Rule 144A under the Securities Act of 1933. Interest on these notes is due on each February 1 and August 1. On July 26, 2013, we issued an additional $50 million of 8.5% Senior Notes (the July 18, 2013 issuance and the July 26, 2013 issuance collectively referred to as “8.5 % Senior Notes due 2021”). Net proceeds from the issuance of the 8.5% Senior Notes due 2021 totaled approximately $392.3 million. Approximately $9.1 million of associated issuance costs have

 

16


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

been capitalized, which are being amortized over the life of the notes. The notes are senior unsecured obligations of RKI and RKI Finance Corp., a wholly owned subsidiary formed for the sole purpose of co-issuing the 8.5% Senior Notes due 2021. The notes are fully and unconditionally guaranteed on a senior unsecured basis by RKI’s existing subsidiaries (other than the co-issuer) and certain future subsidiaries, including any future subsidiaries that guarantee any indebtedness under the $1.0 Billion Revolving Bank Credit Facility. As of December 31, 2014, the assets, liabilities, revenues and expenses of such subsidiaries were immaterial on a stand alone basis and in the aggregate. The proceeds from the issuance of these notes were used to retire outstanding principal and interest on the Second Lien Credit Facility and pay down outstanding principal under the revolving bank credit facility.

The associated indenture agreement contains various restrictive covenants, which among other things, limit additional indebtedness, the sale of assets, the payment of dividends, and other forms of restrictive payments as defined by the indenture. If we should fail to perform our obligations under these and other covenants, the 8.5% Senior Notes due 2021 could be declared immediately due and payable. We are in compliance with all such covenants as of December 31, 2014 and 2013.

Note 5 – INCOME TAXES

The following table reflects our income tax provisions for the years ended December 31, 2014, 2013 and 2012.

 

     Years Ended December 31,  
(in thousands)    2014      2013      2012  

Current income tax expense:

        

Federal

   $ 7,698       $ —         $ —     

State

     207         —           —     
  

 

 

    

 

 

    

 

 

 
  7,905      —        —     
  

 

 

    

 

 

    

 

 

 

Deferred income tax expense:

Federal

  85,542      24,806      12,433   

State

  2,492      1,916      898   
  

 

 

    

 

 

    

 

 

 
  88,034      26,722      13,331   
  

 

 

    

 

 

    

 

 

 
$ 95,939    $ 26,722    $ 13,331   
  

 

 

    

 

 

    

 

 

 

A reconciliation of the provision for income taxes at the statutory federal tax rate to our actual provision for income taxes is as follows for the years ended December 31, 2014, 2013 and 2012:

 

     Years Ended December 31,  
(in thousands)    2014      2013      2012  

Income tax provision computed at the statutory rate

   $ 93,225       $ 24,794       $ 12,289   

State income taxes, net of federal benefit

     4,225         1,536         836   

Percentage depletion

     —           —           —     

Deferred compensation

     —           —           134   

Effect of state apportionment rates and other

     (1,511      392         72   
  

 

 

    

 

 

    

 

 

 
$ 95,939    $ 26,722    $ 13,331   
  

 

 

    

 

 

    

 

 

 

Deferred income taxes are provided to reflect the future tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which the temporary differences become deductible. Among other items, we consider the scheduled reversal of deferred tax liabilities, projected future taxable income and available tax planning strategies. Deferred tax assets are reduced by a valuation allowance when a determination is made that it is more likely than not that some or all of the deferred tax assets will not be realized based on the weight of all available evidence. As of December 31, 2014 and 2013, we determined that a valuation allowance against recorded deferred tax assets was not necessary.

 

17


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

Significant components of our deferred tax assets and liabilities, resulting from differences between the financial statement carrying amounts and the tax bases of assets and liabilities, consist of the following:

 

     Years Ended December 31,  
(in thousands)    2014      2013  

Current

     

Deferred tax assets:

     

Fixed-price commodity contracts, net

   $ —         $ 1,158   

Other

     81         62   
  

 

 

    

 

 

 
  81      1,220   
  

 

 

    

 

 

 

Deferred tax liabilities:

Fixed-price commodity contracts, net

  (29,500   (166

Other

  (749   (205
  

 

 

    

 

 

 
  (30,249   (371
  

 

 

    

 

 

 
$ (30,168 $ 849   
  

 

 

    

 

 

 

Noncurrent

Deferred tax assets:

Net operating loss carryforward - federal

$ 294,151    $ 261,967   

Net operating loss carryforward - state (net of federal tax benefit)

  13,424      15,770   

Alternative minimum tax credits

  7,698     
—  
  

Deferred compensation

  7,642      3,872   

Other

  1,456      12   
  

 

 

    

 

 

 
  324,371      281,621   
  

 

 

    

 

 

 

Deferred tax liabilities:

Oil and natural gas property

  (419,676   (319,771

Fixed-price commodity contracts, net

  (863   (1,001

Other

  —        —     
  

 

 

    

 

 

 
  (420,539   (320,772
  

 

 

    

 

 

 
$ (96,168 $ (39,151
  

 

 

    

 

 

 

The deferred tax assets at December 31, 2014 do not include approximately $1.2 million of excess tax benefits from employee incentive shares which have vested and are a component of our tax net operating loss. Members’ equity will be increased by $1.2 million if and when such excess tax benefits are ultimately realized.

We will file a consolidated income tax return in the United States federal jurisdiction and in three states for the year ended December 31, 2014. The earliest year subject to examination is 2011.

As of December 31, 2014, we had a federal net operating loss carryforward of approximately $840 million, which will begin to expire in 2030. We have state net operating loss carryforwards aggregating approximately $13 million, the majority of which relates to New Mexico. These carryforwards begin to expire in 2015. In addition, we have a statutory depletion carryforward for federal income tax purposes of $2.6 million which will be recognized in the income tax provision when realized; this carryforward item does not expire.

Note 6 – TRANSACTIONS WITH RELATED PARTIES

We provide certain administrative costs and services on behalf of Prize Royalties, LLC, an affiliate. These services include an allocation of personnel costs, employee benefits, office expenses and other general and administrative expenses, all of which are billed to Prize Royalties, LLC at cost. The amounts billed to Prize Royalties, LLC for the years ended December 31, 2014, 2013 and 2012 were not material.

Certain of our investors, including the Chief Executive Officer, have separately made ownership investments in various third party service providers which from time to time provide us oil field and technology services. These service providers are selected for use on a competitive basis and the services provided are billed to us at market competitive rates. For the years ended December 31, 2014, 2013 and 2012, the aggregate amount paid to such providers totaled approximately $46.5 million, $6.6 million and $0, respectively.

 

18


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

Note 7 – COMMITMENTS AND CONTINGENCIES

We are a defendant in two wrongful death claims as of December 31, 2014. While the outcomes of these proceedings cannot be predicted with certainty, we do not believe they will have a material adverse effect on our financial position or results of operations. We do not have knowledge of any further threatened or pending litigation.

Rental Commitments. As of December 31, 2014, we are a party to two noncancellable leases for office space in Oklahoma City, Oklahoma, which expire March 31, 2016 and August 31, 2018, respectively. We are also party to two noncancellable leases for office space in Casper, Wyoming, which expire March 15, 2016 and July 31, 2016, respectively, and one noncancellable lease in Carlsbad, NM, which expires May 31, 2015. Remaining rent payments due under these leases are as follows: 2015 – $1,333,000; 2016 – $1,067,000; 2017 – $959,000 and 2018 – $639,000. Such minimum lease payments have not been reduced by minimum sublease rentals totaling $341,000 to be received under noncancellable subleases through March 31, 2016. Rent expense included in results of operations for the years ended December 31, 2014, 2013 and 2012 was approximately $1,193,000, $930,000 and $497,000, respectively. Sublease income included in results of operations for the years ended December 31, 2014, 2013 and 2012 was $264,000, $130,000 and $0, respectively.

Environmental Risk. We are exposed to possible environmental risks which are inherent with oil and natural gas drilling and production operations. We have implemented various policies and procedures to avoid environmental contamination and to minimize the associated risks. Our operated oil and natural gas properties are reviewed periodically for indications of environmental contamination or potential exposure. We have not experienced any significant environmental liability and we are not aware of any potential material environmental issues or claims at December 31, 2014.

Other. We are a party to a drilling rig contract which provides for penalties to the contractor under certain conditions upon an early termination prior to the contract expiration in September 2015. As of December 31, 2014, the remaining minimum commitment pursuant to this contract was approximately $5.1 million. We expect to utilize this rig in our Permian basin drilling operations through the contract term.

Note 8 – MEMBERS’ EQUITY

On October 27, 2011, we entered into a Securities Purchase Agreement with FR Rhino LLC (an investment vehicle of First Reserve Advisors XII, LLC, which is an investment fund managed by First Reserve Corporation), ZAM Ventures II, Inc. (an investment vehicle of Ziff Brothers Investments, LLC.), and two additional RKI members (collectively, the “Purchasers”) for the private placement and sale of an aggregate 2,076,725 shares at a price of $271.13 per share, to be funded as capital call notices are issued by the Board of Managers. On February 27, 2012, we entered into Amendment No. 1 to the Securities Purchase Agreement which provided the remaining RKI members who are “accredited investors” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933 (the “Supplemental Purchasers”) the option to participate in the sale of shares and other transactions contemplated by the Securities Purchase Agreement. The amendment resulted in an irrevocable commitment of the Supplemental Purchasers to purchase an aggregate 11,513 shares at a price of $271.13 per share, to be funded as capital call notices are issued by the Board of Managers.

On February 8, 2013, we entered into a Securities Purchase Agreement with Alda Investment Pte Ltd (“Alda”) for a tack-on private placement and sale of an additional 553,240 shares at a price of $271.13 per share. Alda is wholly-owned by Government of Singapore Investment Corporation (Ventures) Private Limited. The Securities Purchase Agreement provides for an irrevocable commitment of Alda to purchase the shares as capital call notices are issued by the Board of Managers. In connection with the private placement, we amended our limited liability company agreement to increase the number of authorized shares to 7,013,515 and to provide certain rights to Alda pari passu with the Purchasers to the Securities Purchase Agreement dated October 27, 2011. On April 25, 2013, in connection with the execution of the Securities Purchase Agreement with Alda, the Supplemental Purchasers were provided an opportunity to exercise their anti-dilution rights extended to them by Amendment No. 1 to the Securities Purchase Agreement with FR Rhino LLC and ZAM Ventures II, Inc., et al. The Supplemental Purchasers committed to acquire an additional 8,434 shares of RKI at $271.13 per share.

 

19


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

The following table summarizes the share activity associated with the above mentioned Securities Purchase Agreements, as amended. All shares were issued at $271.13 per share.

 

(dollars in thousands)    Date      Shares      Share
Proceeds
     Remaining
Commitment
 

Beginning share commitment

     October 27, 2011         2,076,725       $ —         $ 563,062   

Capital call

     November 10, 2011         553,241         150,000         413,062   

Capital call

     January 4, 2012         461,034         125,000         288,062   

Increase in share commitment

     February 27, 2012         11,513         —           291,184   

Capital call

     March 28, 2012         5,623         1,525         289,659   

Capital call

     May 8, 2012         463,592         125,694         163,965   

Capital call

     December 28, 2012         221,298         60,000         103,965   

Increase in share commitment

     February 8, 2013         553,240         —           253,965   

Capital call

     March 29, 2013         221,296         60,000         193,965   

Increase in share commitment

     April 25, 2013         8,434         —           196,252   

Capital call

     June 17, 2013         221,300         60,001         136,251   

Capital call

     May 22, 2014         250,805         68,001         68,250   

As of December 31, 2014, remaining shares to be issued and sold pursuant to the respective Securities Purchase Agreements, as amended, total 251,723 shares, representing a total undrawn equity commitment of approximately $68.2 million.

As of December 31, 2014, 7.0 million shares were authorized for issuance, 6.6 million shares were issued and outstanding and 20,189 shares were held as treasury shares. As of December 31, 2013, 7.0 million shares were authorized for issuance, 6.3 million of which were issued and outstanding. No cash distributions were made to our members during the years ended December 31, 2014 or 2013.

Note 9 – FAIR VALUE MEASUREMENTS

Certain of our assets and liabilities are reported at fair value in the accompanying consolidated balance sheets. The following table presents carrying value and fair value information for our financial assets and liabilities as of December 31, 2014 and December 31, 2013. Fair value is defined as the amount that would be received from the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants, i.e., an exit price. To estimate an exit price, a three-level hierarchy is used. The fair value hierarchy prioritizes the inputs, which refer broadly to assumptions market participants would use in pricing an asset or a liability, into three levels. Level 1 inputs are unadjusted quoted prices in active markets for identical assets and liabilities and have the highest priority. None of our financial assets and liabilities have Level 1 inputs as defined. Level 2 inputs are inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the financial asset or liability and have the lowest priority. We use appropriate valuation techniques based on available inputs, including counterparty quotes, to measure the fair values of our assets and liabilities.

 

20


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

The following table provides fair value measurement information for certain financial assets and liabilities as of December 31, 2014 and December 31, 2013.

 

(in thousands)    Carrying
Amount
     Total
Fair
Value
     Fair Value
Measurements
Using
Significant
Other
Observable
Inputs

(Level 2)
     Fair Value
Measurements
Using
Significant
Unobservable
Inputs

(Level 3)
 

Recurring Fair Value Measurements

           

December 31, 2014

           

Financial Assets (Liabilities):

           

Fixed-price oil swaps

   $ 69,368       $ 69,368       $ 69,368         n/a   

Fixed-price natural gas swaps

     16,403         16,403         16,403         n/a   

Fixed-price natural gas call options

     (2,665      (2,665      (2,665      n/a   

December 31, 2013

           

Financial Assets (Liabilities):

           

Fixed-price oil swaps

   $ (791    $ (791    $ (791      n/a   

Fixed-price natural gas swaps

     815         815         815         n/a   

Nonrecurring Fair Value Measure-ments

           

December 31, 2014

           

Impaired oil and natural gas properties

   $ 217       $ —           n/a       $ —     

December 31, 2013

           

Impaired oil and natural gas properties

   $ 7,597       $ 2,666         n/a       $ 2,666   

The following methods and assumptions were used to estimate the fair values of the assets and liabilities in the table above.

Level 2 Fair Value Measurements . The fair values of fixed-price oil and natural gas swaps are estimated using discounted cash flow calculations based upon forward market commodity prices as of the date of measurement. The discounted cash flow calculations are prepared by us using price inputs we review for propriety and are compared to counterparty quotations. Natural gas call options are based on third party market quotations as of the date of measurement.

Level 3 Fair Value Measurements . We review our oil and natural gas properties and other property and equipment used in operations whenever events or circumstances indicate the carrying value of those assets may not be recoverable. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. In this circumstance, we recognize an impairment loss for the amount by which the carrying amount of the asset exceeds the estimated fair value, based on discounted future cash flows. Estimating future cash flows involves the use of judgments, including estimation of the proved and unproved oil and natural gas reserve quantities, timing of development and production, expected future commodity prices, capital expenditures and production costs. See Note 1 – Significant Accounting Policies – Property and Equipment.

Financial Instruments Not Measured at Fair Value. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities included in the accompanying consolidated balance sheets are estimated to approximate fair value at December 31, 2014 and December 31, 2013 due to the short-term maturities of these instruments. Revolving bank debt and the 8.5% Senior Notes due 2021 are presented in the accompanying consolidated balance sheets at face value of the outstanding principal. The estimated fair value of the revolving bank debt as of December 31, 2014 and December 31, 2013 was $290 million and $250 million, respectively. The estimated fair value of the 8.5% Senior Notes due 2021 as of December 31, 2014 and December 31, 2013 was $323 million and $421 million. The estimated fair values of the revolving bank debt were based on internal discounted cash flow calculations using the estimated interest rate credit spreads available to us as if the revolving credit facility had been negotiated as of the respective date. The estimated interest rate credit spreads were derived from quotations from financial institutions. Such fair value measurement inputs are Level 3 inputs. The estimated fair value of the 8.5% Senior Notes due 2021 was based on market quotations which are deemed to be Level 2 inputs.

 

21


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

Note 10 – INTANGIBLE ASSETS

As of December 31, 2014, we had recorded $10.9 million of capitalized costs and fees, net of accumulated amortization, incurred in connection with the amendment of our revolving bank credit facility and the issuance of our 8.5% Senior Notes due 2021. See Note 4 – Long-term Debt. Such costs are being amortized over the respective lives of the two facilities. For the years ended December 31, 2014, 2013 and 2012, we recognized amortization expense of approximately $2.4 million, $1.6 million and $900,000, respectively, related to loan origination fees. The estimated future amortization expense related to intangible assets held at December 31, 2014 for the succeeding five years is as follows: 2015 – $2.5 million; 2016 – $1.8 million; 2017 – $1.8 million; 2018 – $1.8 million; 2019 – $1.2 million; and thereafter – $1.8 million.

In November 2009, approximately $3.0 million of goodwill was recognized in connection with the purchase of the third party ownership of an affiliate. This amount is not subject to amortization for US GAAP purposes, but is amortized over 15 years for federal income tax purposes. See Note 1 – Significant Accounting Policies – Goodwill.

Note 11 – DERIVATIVES

Description of Contracts. From time to time, we utilize fixed-price contracts to reduce exposure to unfavorable changes in oil and natural gas prices which are subject to significant and often volatile fluctuation. At December 31, 2014, these contracts consisted of fixed-price oil swaps, natural gas swaps and natural gas call options. The contracts allow us to predict with greater certainty the effective oil and natural gas prices to be received for production hedged by these contracts. However, we will not benefit from market prices that are higher than the fixed prices in these contracts for hedged production. For the years ended December 31, 2014, 2013 and 2012, fixed-price contracts hedged 49%, 62% and 53%, respectively, of our oil production and 55%, 20% and 0%, respectively, of our natural gas production.

For swap agreements, we receive a fixed price for the respective commodity and pay a floating market price, as defined in each contract, to the counterparty. The fixed-price payment and the floating-price payment are netted, resulting in a net amount due to or from the counterparty. For natural gas call options, if the market price of natural gas exceeds the call strike price, we receive the fixed price and pay the market price. If the market price of natural gas is below the call strike price, no payments are due from either party.

The following table summarizes the estimated future volumes, fixed prices, fixed-price sales and net revenues attributable to the fixed-price contracts we held as of December 31, 2014. We expect the prices to be realized for hedged production to vary from the prices shown in the following table due to basis, which is described under Market Risk below. Future net revenues for any period are determined as the differential between the fixed prices provided by fixed-price contracts and forward market prices as of December 31, 2014, as adjusted for basis. Future net revenues change with changes in market prices and basis. See “– Market Risk.” None of these contracts are used for trading purposes or activities.

 

22


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

CONTRACT DATA

 

     Years Ending December 31,  
(in thousands except price data)    2015      2016      2017      2018      Total  

Oil swaps:

              

Contract volumes (MBbls)

     2,067         —           —           —           2,067   

Weighted average fixed price per Bbl (1)

   $ 90.22       $ —         $ —         $ —         $ 90.22   

Future fixed-price sales

   $ 186,522       $ —         $ —         $ —         $ 186,522   

Future net revenue (2)

   $ 69,615       $ —         $ —         $ —         $ 69,615   

Natural gas swaps:

              

Contract volumes (BBtu)

     10,320         8,100         —           —           18,420   

Weighted average fixed price per MMBtu (1)

   $ 4.13       $ 4.09       $ —         $ —         $ 4.11   

Future fixed-price sales

   $ 42,604       $ 33,095       $ —         $ —         $ 75,699   

Future net revenue (2)

   $ 11,408       $ 5,067       $ —         $ —         $ 16,475   

Natural gas call options:

              

Contract volumes (BBtu)

     —           —           5,950         5,950         11,900   

Weighted average fixed strike price per MMBtu (1)

   $ —         $ —         $ 4.50       $ 4.75       $ 4.63   

Future fixed-price ceiling

   $ —         $ —         $ 26,775       $ 28,262       $ 55,037   

Future net revenue (2)

   $ —         $ —         $ —         $ —         $ —     

 

(1)     The prices to be realized for hedged production are expected to vary from the prices shown due to basis. See “– Market Risk.” Oil swap prices are based on NYMEX pricing for West Texas Intermediate; natural gas swap and call option prices are based on the NYMEX index for natural gas delivered at Henry Hub.
(2)     Future net revenues as presented above are undiscounted and have not been adjusted for counterparty credit risk. See Note 9 – Fair Value Measurements.

The estimates of future net revenues from fixed-price contracts are computed based on the difference between the prices provided by the fixed-price contracts and forward market prices as of the specified date. We have relied upon market quotations as of December 31, 2014 to determine future net revenue estimates. Forward market prices for oil and natural gas are dependent upon supply and demand factors in such forward markets and are subject to significant volatility. The future net revenue estimates shown above are subject to change as forward market prices change. See Note 9 – Fair Value Measurements. See Note 16 - Subsequent Events for a discussion of new oil swaps added in the first quarter of 2015.

Accounting. None of the fixed-price contracts in effect during the financial statement periods presented were designated as hedges for accounting purposes. Consequently, all changes in fixed-price contract fair value were recognized in results of operations for the respective fiscal period through December 31, 2014. The differential between the fixed price and the floating price for each contract settlement period multiplied by the associated contract volume is the contract profit or loss. The realized contract profit or loss is included in oil and natural gas sales in the period for which the underlying production was afforded price protection. The fair value of all fixed-price contracts are recorded as assets or liabilities in the consolidated balance sheet.

 

23


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

The following table presents the balance sheet location and presentation of our fixed-price contracts as of December 31, 2014 and December 31, 2013.

FAIR VALUES OF DERIVATIVE INSTRUMENTS

 

    

Asset Derivatives

    

Liability Derivatives

 
(in thousands)   

Balance

Sheet

Location

   Fair
Value
    

Balance

Sheet

Location

   Fair
Value
 

December 31, 2014

           

Fixed-price contracts designated as hedging instruments:

           

None

   n/a    $ —         n/a    $ —     
     

 

 

       

 

 

 

Fixed-price contracts not designated as hedging instruments:

Fixed-price energy swaps and options

Current assets $ 80,745    Current liabilities $ —     

Fixed-price energy swaps and options

Other assets   2,361    Other liabilities   —     
     

 

 

       

 

 

 
$ 83,106    $ —     
     

 

 

       

 

 

 

Total derivatives – December 31, 2014

$ 83,106    $ —     
     

 

 

       

 

 

 

December 31, 2013

Fixed-price contracts designated as hedging instruments:

None

n/a $ —      n/a $ —     
     

 

 

       

 

 

 

Fixed-price contracts not designated as hedging instruments:

Fixed-price energy swaps

Current assets $ 447    Current liabilities $ 3,115   

Fixed-price energy swaps

Other assets   2,692    Other liabilities $ —     
     

 

 

       

 

 

 
$ 3,139    $ 3,115   
     

 

 

       

 

 

 

Total derivatives – December 31, 2013

$ 3,139    $ 3,115   
     

 

 

       

 

 

 

For the years ended December 31, 2014, 2013 and 2012, oil, natural gas and NGL gas sales included a loss of $1.8 million, a loss of $1.3 million and a gain of $3.3 million, respectively, associated with realized cash settlements under fixed-price contracts. Change in fixed-price commodity contract fair value for the years ended December 31, 2014, 2013 and 2012, reflected a gain of $83.1 million, a loss of $4.5 million, and a gain of $11.0 million, respectively, all associated with changes in fair value for derivatives not designated as cash flow hedges for accounting purposes. Such amounts do not represent cash gains or losses, but rather are temporary valuation swings in the associated contract. All gains or losses recorded in this caption are ultimately reversed within this same caption over the lives of the respective contracts.

Credit Risk. The terms of the fixed-price contracts provide for net settlements due to or from the respective party on a monthly basis. If the counterparty to our contracts should default when the contract fair values are greater than zero, there can be no assurance that we would be able to recover the fair value of the contract or be able to enter into a new contract with a third party on terms comparable to the original contract. We have not experienced non-performance by any counterparty. Cancellation or termination of a fixed-price contract would subject a greater portion of our oil and natural gas production to market prices, which, in a low price environment could have an adverse effect on our operating results. The counterparties to our fixed-price contracts are banks in the $1.0 Billion Revolving Bank Credit Facility.

Market Risk. The differential between the floating price paid under each fixed-price contract and the price received at the wellhead for our production is termed “basis” and is the result of differences in location, quality, contract terms, timing and other variables. The effective price realizations which result from the fixed-price contracts are affected by movements in basis. Basis movements can result from a number of variables, including regional supply and demand factors. Basis movements are generally considerably less than the price movements affecting the underlying commodity, but their effect can be significant. From time to time, the floating price index defined in the fixed-price contracts has been selected as a means to manage the exposure to basis movements.

 

24


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

Gains and losses to be realized in oil and natural gas sales upon cash settlements of fixed-price contracts are expected to be offset by changes in the price received for our oil and natural gas production. Because a portion of our future oil and natural gas production is presently unhedged, declining oil and natural gas prices could have a material adverse effect on future results of operations and operating cash flows.

Margin. The terms of the fixed-price contracts do not provide for margin requirements for either party. However, the contracts are cross-collateralized by the oil and natural gas properties mortgaged under the $1.0 Billion Revolving Bank Credit Facility.

Note 12 – EMPLOYEE BENEFIT PLANS AND SHARE-BASED COMPENSATION

401(k) Plan. All full-time employees are eligible to participate in our 401(k) Plan which was formed effective January 1, 2007. Pursuant to the plan provisions, employee contributions can be made to the plan up to the maximum percentage allowable by law. We match employee contributions up to 6% of the respective employee’s salary. Employees vest 100% in employer contributions upon entering the plan. Our contributions to the 401(k) Plan totaled approximately $719,000, $433,000 and $315,000 for the years ended December 31, 2014, 2013 and 2012, respectively.

Employee Incentive Shares. For the years ended December 31, 2014 and 2013, 79,150 shares and 70,875 shares, respectively, were granted to our board members and employees. Such shares vest over a four to five year period. An additional 143,185 shares are reserved for issuance under this plan. The fair value of the share grants is recognized pro rata as compensation expense over the respective vesting period, included in general and administrative expense in the consolidated statement of income. For the years ended December 31, 2014, 2013, and 2012, we recognized approximately $11.7 million, $6.9 million and $4.1 million, respectively, of compensation expense related to incentive share grants.

A summary of the status of RKI’s nonvested incentive shares as of December 31, 2014, 2013 and 2012, and related changes during the years then ended, is presented below.

 

     2014      2013      2012  
     Nonvested
Shares
    Weighted
Average
Grant-Date
Fair Value
     Nonvested
Shares
    Weighted
Average
Grant-Date
Fair Value
     Nonvested
Shares
    Weighted
Average
Grant-Date
Fair Value
 

Beginning of year

     159,775      $ 200.65         123,395      $ 166.75         116,905      $ 143.72   

Awards

     79,150      $ 293.18         70,875      $ 270.37         32,713      $ 229.62   

Forfeitures

     (3,766   $ 290.77         (1,844   $ 153.34         (6,809   $ 166.13   

Vesting

     (42,791   $ 207.82         (32,651   $ 172.76         (19,414   $ 40.09   
  

 

 

      

 

 

      

 

 

   

End of year

  192,368    $ 235.37      159,775    $ 200.65      123,395    $ 166.75   
  

 

 

      

 

 

      

 

 

   

As of December 31, 2014, there was $36.9 million of total unrecognized compensation cost related to nonvested incentive shares issued to employees. That cost is expected to be recognized over a weighted average of 3.5 years. The total fair value of shares vested during the years ended December 31, 2014, 2013 and 2012 was $11.4 million, $7.9 million and $5.3 million, respectively. The fair market value of the incentive share awards shown in the preceding table are based on our estimated enterprise value at the date of grant, with consideration given to rights and terms of such shares issued relative to the rights and terms of shares held by other shareholders, as appropriate. Forfeitures were estimated at 2% and no dividends are assumed in the fair value calculation. We rely upon third party valuations and near-term sales of shares to third parties in estimating our enterprise value.

Note 13 – SIGNIFICANT CUSTOMERS

Our oil and natural gas is sold under contracts containing market sensitive pricing provisions with various purchasers. For the year ended December 31, 2014, sales to Shell Trading Company, Nuevo Midstream, LLC and Chesapeake Operating, Inc. accounted for approximately 23%, 10% and 10%, respectively, of total revenues. For the year ended December 31, 2013, sales to Shell Trading Company and Chesapeake Operating, Inc. accounted for approximately 30% and 21%, respectively, of total revenues. For the year ended December 31, 2012, sales to Shell

 

25


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

Trading Company and Chesapeake Operating Inc. accounted for 36% and 23%, respectively, of total revenues. We believe that alternative purchasers are available, if necessary, to purchase our production at pricing terms similar to those received during 2014. All amounts due from these purchasers were received subsequent to the respective year-end. No other purchaser accounted for as much as 10% of our total revenues.

Note 14 – ASSET RETIREMENT OBLIGATIONS

The components of the change in our asset retirement obligations are shown below:

 

     Years Ended December 31,  
(in thousands)    2014      2013  

Asset retirement obligations, beginning of period

   $ 13,289       $ 11,269   

Additions (1)

     14,225         2,234   

Revisions (2)

     (1,551      159   

Settlements and disposals

     (716      (517

Liabilities assumed by others (3)

     (1,802      (437

Accretion expense

     843         581   
  

 

 

    

 

 

 

Asset retirement obligations, end of period

  24,288      13,289   

Less current portion

  785      1,352   
  

 

 

    

 

 

 

Asset retirement obligations, long term

$ 23,503    $ 11,937   
  

 

 

    

 

 

 

 

(1) Asset retirement obligations of $12.7 million were recorded in 2014 in conjunction with the acquisition of the Chaparral Properties. See Note 3 – Property Acquisitions and Divestitures – Delaware Basin Property Acquisition.
(2) Revisions represent changes in cost estimates, discount periods or discount rates for asset retirement obligations recorded in previous periods.
(3) The majority of the liabilities assumed by others for the year ended December 31, 2014 represent the asset retirement obligations transferred to Chesapeake pursuant to the terms of the Exchange Agreement. See Note 3 – Property Acquisitions and Divestitures – Powder River Basin Property Exchange. Liabilities assumed by others for the year ended December 31, 2013, represent the asset retirement obligations transferred to the purchasers of our Jackalope Natural Gas Gathering System, which was sold in July 2013.

Note 15 – SUPPLEMENTAL INFORMATION - OIL, NATURAL GAS AND NGL RESERVES (unaudited)

The following information summarizes our net proved reserves and discounted present values of oil, natural gas and NGL reserves as of December 31, 2014, 2013 and 2012. This information was derived from reserve engineering studies prepared in accordance with regulations prescribed by the SEC by an independent engineering firm. Future net revenues have been estimated by the independent engineering firm using an average of the oil, natural gas and NGL prices in effect on the first day of the preceding 12 months. Future operating costs estimated in the studies for all periods presented are based on historical operating costs incurred.

The reliability of any reserve estimate is a function of the quality of available information and of engineering interpretation and judgment. Such estimates are susceptible to revision in light of subsequent drilling and production history or as a result of changes in economic conditions.

Estimated Quantities of Oil, Natural Gas and NGL Reserves. The following table presents our estimated proved reserves as of December 31, 2014, 2013 and 2012. Proved oil, natural gas and NGL reserves are the estimated quantities of oil, natural gas and NGL which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. Proved undeveloped reserves are proved reserves that can be expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are generally limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances. Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless specific circumstances justify a longer time.

 

26


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

     2014  
     Oil
(MBbls)
     Gas
(MMcf)
     NGL
(MBbls)
     Total
(MBoe)
 

Proved Reserves:

           

Beginning of year

     39,475         166,890         25,710         93,000   

Acquisition of proved reserves

     3,718         25,833         426         8,450   

Extensions and discoveries

     30,856         78,730         10,888         54,866   

Revisions of previous estimates (1)

     924         24,511         (3,148      1,860   

Sales of reserves in place (2)

     (11,429      (54,649      (4,824      (25,361

Production

     (5,044      (16,741      (1,820      (9,654
  

 

 

    

 

 

    

 

 

    

 

 

 

End of year

  58,500      224,574      27,232      123,161   
  

 

 

    

 

 

    

 

 

    

 

 

 

Proved Developed Reserves:

Beginning of year

  27,015      109,364      15,892      61,134   
  

 

 

    

 

 

    

 

 

    

 

 

 

End of year

  35,695      129,290      13,704      70,947   
  

 

 

    

 

 

    

 

 

    

 

 

 

Proved Undeveloped Reserves:

Beginning of year

  12,460      57,526      9,818      31,866   
  

 

 

    

 

 

    

 

 

    

 

 

 

End of year

  22,805      95,284      13,528      52,214   
  

 

 

    

 

 

    

 

 

    

 

 

 
     2013  
     Oil
(MBbls)
     Gas
(MMcf)
     NGL
(MBbls)
     Total
(MBoe)
 

Proved Reserves:

           

Beginning of year

     27,729         75,641         7,699         48,035   

Acquisition of proved reserves

     219         16         4         226   

Extensions and discoveries

     18,692         98,527         17,354         52,467   

Revisions of previous estimates (3)

     (4,147      5,534         1,805         (1,420

Sales of reserves in place

     —           —           —           —     

Production

     (3,018      (12,828      (1,152      (6,308
  

 

 

    

 

 

    

 

 

    

 

 

 

End of year

  39,475      166,890      25,710      93,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Proved Developed Reserves:

Beginning of year

  20,483      52,909      5,252      34,553   
  

 

 

    

 

 

    

 

 

    

 

 

 

End of year

  27,015      109,364      15,892      61,134   
  

 

 

    

 

 

    

 

 

    

 

 

 

Proved Undeveloped Reserves:

Beginning of year

  7,246      22,732      2,447      13,482   
  

 

 

    

 

 

    

 

 

    

 

 

 

End of year

  12,460      57,526      9,818      31,866   
  

 

 

    

 

 

    

 

 

    

 

 

 
     2012  
     Oil
(MBbls)
     Gas
(MMcf)
     NGL
(MBbls)
     Total
(MBoe)
 

Proved Reserves:

           

Beginning of year

     15,483         32,512         2,849         23,750   

Acquisition of proved reserves

     893         1,853         166         1,368   

Extensions and discoveries

     14,265         45,151         4,460         26,250   

Revisions of previous estimates (4)

     (1,104      528         504         (511

Sales of reserves in place

     —           —           —           —     

Production

     (1,808      (4,403      (280      (2,822
  

 

 

    

 

 

    

 

 

    

 

 

 

End of year

  27,729      75,641      7,699      48,035   
  

 

 

    

 

 

    

 

 

    

 

 

 

Proved Developed Reserves:

Beginning of year

  11,368      28,124      2,268      18,322   
  

 

 

    

 

 

    

 

 

    

 

 

 

End of year

  20,483      52,909      5,252      34,553   
  

 

 

    

 

 

    

 

 

    

 

 

 

Proved Undeveloped Reserves:

Beginning of year

  4,115      4,388      581      5,428   
  

 

 

    

 

 

    

 

 

    

 

 

 

End of year

  7,246      22,732      2,447      13,482   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

The negative revision for NGLs in 2014 is primarily attributable to adjustments made to previous NGL yield estimates for a portion of our natural gas production, caused in part by ethane rejection by certain purchasers of our natural gas. This in turn resulted in the majority of the positive revision in natural gas volumes. The balance of the positive revision for natural gas and the positive revision for oil is primarily attributable to improved production performance relative to prior forecasted results.

 

27


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

(2) Sales of reserves in place for 2014 are attributable to properties conveyed to Chesapeake pursuant to the terms of the Exchange Agreement. See Note 3 – Property Acquisitions and Divestitures – Powder River Basin Property Exchange.
(3) Revisions for 2013 are primarily attributable to the removal of certain Permian Basin proved undeveloped locations from proved reserves in compliance with the SEC five-year rule for proved undeveloped locations, and reclasses between commodity types and other reserve adjustments for certain Niobrara formation wells based on production performance.
(4) Oil volume revisions for 2012 are primarily attributable to the removal of proved undeveloped locations from proved reserves in compliance with the SEC five-year rule for proved undeveloped locations.

Standardized Measure of Discounted Future Net Cash Flows. The following table reflects the standardized measure of discounted future net cash flows relating to the interests of RKI as of December 31, 2014, 2013 and 2012. The future net cash inflows were developed as follows:

 

(1) Estimates were made of quantities of proved reserves and the future periods in which they are expected to be produced based on year-end economic conditions, except for oil, natural gas and NGL prices used in the preparation of the reserve reports as of December 31, 2014, 2013 and 2012, as described below.
(2) The estimated cash flows from future production of proved reserves as of December 31, 2014, 2013 and 2012 were prepared using an average of the oil, natural gas and NGL prices in effect on the first day of the month of each month in calendar years 2014, 2013 and 2012. The prices used for each respective reserve report, after consideration for price differentials, are as follows: 2014 – $86.79 per Bbl of oil, $4.27 per Mcf of natural gas, $28.50 per Bbl of NGL; 2013 – $90.92 per Bbl of oil, $2.41 per Mcf of natural gas, $24.86 per Bbl of NGL; and 2012 – $87.06 per Bbl of oil, $2.35 per Mcf of natural gas, $29.11 per Bbl of NGL.
(3) The resulting future gross revenue streams were reduced by estimated future costs to develop and to produce the proved reserves and estimated abandonment costs, based on year-end estimates.
(4) For 2014, 2013 and 2012, future income taxes were computed by applying the appropriate statutory tax rates to the future pretax net cash flows less the current tax bases of the properties involved and related carryforwards, giving effect to permanent differences and tax credits. See Note 1 – Significant Accounting Policies – Income Taxes.
(5) The resulting future net revenue streams were reduced to present value amounts by applying a 10% discount factor.

 

     December 31,  
(in thousands)    2014      2013      2012  

Future cash inflows

   $ 6,812,118       $ 4,630,221       $ 2,815,713   

Future production costs

     (1,945,289      (1,480,723      (835,768

Future development costs

     (768,798      (515,069      (300,996

Future income taxes

     (904,608      (579,771      (411,520
  

 

 

    

 

 

    

 

 

 
  3,193,423      2,054,658      1,267,429   

Discount at 10% per year

  (1,528,973   (968,263   (589,455
  

 

 

    

 

 

    

 

 

 

Standardized measure of discounted future net cash flows

$ 1,664,450    $ 1,086,395    $ 677,974   
  

 

 

    

 

 

    

 

 

 

The standardized measure information in the preceding table was derived from estimates of our proved oil, natural gas and NGL reserves contained in studies prepared by independent petroleum engineering firms. The standardized measure calculation does not purport to represent the fair market value of our oil, natural gas and NGL reserves. The foregoing information is presented for comparative purposes as of the respective year-end and is not intended to reflect any changes in value which may result from subsequent price fluctuations, drilling activity or production results.

 

28


RKI E XPLORATION & P RODUCTION , LLC

Notes to Consolidated Financial Statements (continued)

 

Changes Relating to the Standardized Measure of Discounted Future Net Cash Flows. The principal changes in the standardized measure of discounted future net cash flows attributable to the interests of RKI for the years ended December 31, 2014, 2013 and 2012.

 

     December 31,  
     2014      2013      2012  
(in thousands)                     

Balance, beginning of year

   $ 1,086,395       $ 677,974       $ 360,723   

Acquisitions of proved reserves

     135,097         5,475         9,398   

Extensions and discoveries, net of future development costs

     1,086,829         697,724         498,039   

Revisions of previous quantity estimates

     33,740         (26,814      (10,280

Oil and natural gas sales, net of production costs

     (383,425      (241,693      (128,732

Net changes in sales prices and production costs

     35,174         (105,271      (41,484

Development costs incurred

     38,051         59,020         38,809   

Changes in estimated future development costs

     20,556         24,726         12,942   

Divestitures of proved reserves

     (308,868      —           —     

Net change in income taxes

     (120,369      (69,077      (88,683

Accretion of discount

     134,131         86,381         45,788   

Changes in timing of production and other

     (92,861      (22,050      (18,546
  

 

 

    

 

 

    

 

 

 

Balance, end of year

$ 1,664,450    $ 1,086,395    $ 677,974   
  

 

 

    

 

 

    

 

 

 

Note 16 – SUBSEQUENT EVENTS

We have evaluated subsequent events through March 12, 2015, the date the consolidated financial statements were available to be issued, and determined there were no such events to disclose, except for the following:

In February 2015, we entered into a number of fixed price oil swaps to hedge future oil production as follows: 2015: 1.5 MMBbls of oil at $56.80 per Bbl; 2016: 2.6 MMBbls of oil at $62.49 per Bbl; and 2017: 2.0 MMBbls of oil at $65.30 per Bbl.

 

29

Exhibit 99.2

RKI E XPLORATION  & P RODUCTION , LLC

Condensed Consolidated Balance Sheets (unaudited)

(in thousands)

A S S E T S

 

     March 31,
2015
    December 31,
2014
 
      
              

CURRENT ASSETS

    

Cash and cash equivalents

   $ 28,760      $ 23,477   

Accounts receivable:

    

Oil and natural gas sales

     41,929        48,510   

Joint interest and other, net

     44,381        41,957   

Inventory and other

     21,753        18,143   

Fixed-price commodity contracts

     77,995        80,745   
  

 

 

   

 

 

 

Total current assets

  214,818      212,832   
  

 

 

   

 

 

 

PROPERTY AND EQUIPMENT, at cost

Oil and natural gas properties, based on successful efforts accounting:

Proved

  2,187,341      2,022,247   

Unproved

  222,507      220,344   

Natural gas gathering systems

  129,149      123,731   

Other

  12,828      12,321   
  

 

 

   

 

 

 
  2,551,825      2,378,643   

Less accumulated depreciation, depletion and amortization

  (418,654   (359,685
  

 

 

   

 

 

 
  2,133,171      2,018,958   
  

 

 

   

 

 

 

OTHER ASSETS

Goodwill

  3,017      3,017   

Fixed-price commodity contracts

  19,414      2,361   

Loan origination costs, net and other

  15,333      14,633   
  

 

 

   

 

 

 
  37,764      20,011   
  

 

 

   

 

 

 
$ 2,385,753    $ 2,251,801   
  

 

 

   

 

 

 
L I A B I L I T I E S      A N D      M E M B E R S’      E Q U I T Y   

CURRENT LIABILITIES

Accounts payable

$ 131,889    $ 151,008   

Revenue payable

  45,202      60,952   

Accrued interest, taxes and other

  36,303      43,209   

Deferred tax liabilities

  26,821      30,168   
  

 

 

   

 

 

 

Total current liabilities

  240,215      285,337   
  

 

 

   

 

 

 

LONG-TERM DEBT

  860,000      690,000   
  

 

 

   

 

 

 

OTHER LONG-TERM LIABILITIES

Asset retirement obligations and other

  23,826      23,596   

Deferred tax liabilities

  100,820      96,168   
  

 

 

   

 

 

 
  124,646      119,764   
  

 

 

   

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 7)

MEMBERS’ EQUITY

Members’ capital

  919,480      917,556   

Retained earnings

  241,412      239,144   
  

 

 

   

 

 

 
  1,160,892      1,156,700   
  

 

 

   

 

 

 
$ 2,385,753    $  2,251,801   
  

 

 

   

 

 

 

See accompanying notes to financial statements.

 

1


RKI E XPLORATION  & P RODUCTION , LLC

Condensed Consolidated Statements of Income (unaudited)

(in thousands)

 

     Three Months Ended
March 31,
 
     2015     2014  

REVENUES

    

Oil, natural gas and natural gas liquids sales

   $ 108,905      $ 120,038   

Other income (loss)

     (204     1,358   

Change in fixed-price commodity contract fair value

     14,303        (7,140
  

 

 

   

 

 

 
  123,004      114,256   
  

 

 

   

 

 

 

EXPENSES

Lease operating

  24,883      16,280   

Production taxes

  7,529      11,709   

Natural gas gathering and compression

  1,853      991   

General and administrative

  12,895      9,156   

Exploration costs

  2,112      1,853   

Depreciation, depletion and amortization

  59,670      48,968   

Interest

  10,489      10,104   
  

 

 

   

 

 

 
  119,431      99,061   
  

 

 

   

 

 

 

INCOME BEFORE INCOME TAXES

  3,573      15,195   

Income tax provision

  1,305      5,638   
  

 

 

   

 

 

 

NET INCOME

$ 2,268    $ 9,557   
  

 

 

   

 

 

 

See accompanying notes to financial statements.

 

2


RKI E XPLORATION  & P RODUCTION , LLC

Condensed Consolidated Statement of Members’ Equity (unaudited)

(in thousands)

 

     Members’
Capital
     Treasury
Shares
    Retained
Earnings
     Total
Members’
Equity
 

BALANCE – DECEMBER 31, 2014

   $ 919,447       $ (1,891   $ 239,144       $ 1,156,700   

Net income

     —           —          2,268         2,268   

Share-based compensation

     3,444         —          —           3,444   

Treasury shares

     —           (1,520     —           (1,520
  

 

 

    

 

 

   

 

 

    

 

 

 

BALANCE – MARCH 31, 2015

$ 922,891    $ (3,411 $ 241,412    $ 1,160,892   
  

 

 

    

 

 

   

 

 

    

 

 

 

See accompanying notes to financial statements.

 

3


RKI E XPLORATION  & P RODUCTION , LLC

Condensed Consolidated Statements of Cash Flows (unaudited)

(in thousands)

 

     Three Months Ended
March 31,
 
     2015     2014  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income

   $ 2,268      $ 9,557   

Items not affecting operating cash flows:

    

Depreciation, depletion and amortization

     59,670        48,968   

Exploration costs

     1,327        1,292   

Deferred income taxes

     1,305        5,638   

Share-based compensation

     3,444        1,769   

Gain on sale of assets

     (24     (527

Accretion of asset retirement obligations

     210        175   

Change in fixed-price commodity contract fair value

     (14,303     7,140   
  

 

 

   

 

 

 
  53,897      74,012   

Net change in operating cash receipts and payments:

Accounts receivable

  4,157      5,349   

Inventory and other

  (3,610   (1,882

Accounts payable

  2,907      (6,348

Revenue payable

  (16,528   (2,351

Accrued liabilities

  (6,818   (9,732

Other long-term liabilities

  (177   (297
  

 

 

   

 

 

 
  33,828      58,751   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

Development and exploration expenditures

  (184,026   (145,345

Acquisition of oil and natural gas properties

  (3,141   (3,279

Proceeds from sale of assets

  26      541   

Additions to natural gas gathering systems

  (7,974   (14,425

Additions to other property and equipment

  (530   (1,275

Additions to other assets

  —        (69
  

 

 

   

 

 

 
  (195,645   (163,852
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from revolving bank facility

  170,000      95,000   

Loan origination fees paid

  (1,380   (2,808

Purchase of treasury shares

  (1,520   (182
  

 

 

   

 

 

 
  167,100      92,010   
  

 

 

   

 

 

 

Change in cash and cash equivalents

  5,283      (13,091

Cash and cash equivalents, beginning of period

  23,477      29,741   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

$ 28,760    $ 16,650   
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Interest paid, net of capitalized interest

$ 18,086    $ 20,031   
  

 

 

   

 

 

 

See accompanying notes to financial statements.

 

4


RKI E XPLORATION  & P RODUCTION , LLC

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1 – SIGNIFICANT ACCOUNTING POLICIES

General. RKI Exploration & Production, LLC (“RKI” or the “Company”) is an independent oil and natural gas company engaged in the acquisition, exploration, development and production of oil and natural gas. Our proved oil and natural gas reserves are located in New Mexico, Oklahoma, Texas and Wyoming. RKI was organized as a limited liability company under the laws of the State of Delaware in November 2005, and was funded through private equity contributions from various individuals, including its President and CEO, Ronnie K. Irani. The provisions of the underlying limited liability company agreement stipulate that RKI shall have perpetual existence unless and until it is dissolved in accordance with the provisions of the agreement. No member shall be bound by, or personally liable for, the Company’s expenses, liabilities or obligations.

Our growth in oil and natural gas assets has primarily been funded through the sale of shares to various individuals and private equity investors, borrowings under bank credit facilities, issuance of senior notes, and internally generated operating cash flows. See Note 3 - Long-term Debt and Note 4 - Members’ Equity.

Basis of Presentation. Our accounting policies reflect industry practices and conform to accounting principles generally accepted in the United States of America (“US GAAP”). The accompanying consolidated financial statements include the accounts of RKI and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated for all periods presented. In our capacity as operator of oil and natural gas properties which have other owners in addition to RKI, we receive and distribute third party revenues and withhold from third party revenues the associated gross production taxes payable to the respective tax jurisdiction. All revenue and production tax amounts in the accompanying consolidated statements of income are presented net to our ownership in the respective property.

All material adjustments consisting of normal and recurring adjustments, which in the opinion of management were necessary for a fair presentation of the results for the interim periods, have been reflected. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for a full year. Reference is made to our audited consolidated financial statements for the year ended December 31, 2014 for an expanded discussion of our financial disclosures and accounting policies. See Note 12 - Subsequent Events.

Use of Estimates. The preparation of the consolidated financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts for assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The most significant estimates relate to the accrual of oil and natural gas sales, estimates of proved oil and natural gas reserves which are used in the calculation of depletion expense and impairment charges, estimates of future plugging and abandonment costs, and valuation estimates for derivative commodity contracts. Actual results could differ from the estimates we use in the preparation of the consolidated financial statements. To the extent assumptions and estimates change in the future, the effect on our results of operations could be significant to any reporting period.

Natural Gas Gathering Systems. RKI invests in gathering systems and processing facilities to complement our natural gas operations in regions where we have significant production and additional infrastructure is required. By doing so, we are better able to manage the value received for and the costs of gathering, treating and processing natural gas. These systems are designed primarily to gather our production for delivery into major intrastate or interstate pipelines. Our natural gas gathering systems are located in New Mexico, Texas and Wyoming and consist of approximately 338 miles of gathering pipelines. We currently generate revenue from our gathering, treating and compression activities through fixed-rate fee structures, and have also utilized cost of service fee structures in the past. Substantially all gathering fee income generated by our gathering systems has been attributable to the gathering and transportation of our own produced natural gas. Accordingly, this income is eliminated upon the preparation of our consolidated financial statements. The gathering systems we participate in are located in developing areas and require significant build-out capital expenditures. The majority of the associated capital expenditures are funded through availability under bank credit facilities and equity commitments, and through cash flows from operating activities.

Recently Issued Accounting Pronouncements. There were no recently issued accounting pronouncements which impacted our consolidated financial statements for the periods presented.

 

5


RKI E XPLORATION & P RODUCTION , LLC

Notes to Condensed Consolidated Financial Statements (unaudited), continued

 

Note 2 – PROPERTY ACQUISITIONS AND DIVESTITURES

Powder River Basin Property Exchange. In May 2007, we entered into a Joint Development Agreement (“JDA”) with Chesapeake Energy Corporation (“Chesapeake”) to pursue an exploration and development play in the Powder River Basin of Wyoming. The agreement extended a 50% ownership in the project to Chesapeake in exchange for various forms of consideration paid or conveyed to us, all of which have been received in prior years. As of June 30, 2014, we owned approximately 990,000 gross (425,000 net) developed and undeveloped acres in this play and had drilled or participated in the drilling of 244 wells since the inception of the joint venture.

Effective April 1, 2013, we entered into an amendment to the JDA with Chesapeake which, among other things, provided for (1) a redistribution of operatorship rights across the area of mutual interest (“AMI”) defined by the agreement, and (2) a limited farmout of our working interests in a defined number of wells to be drilled by Chesapeake. With the execution of the amendment, we became the named operator for approximately 460,000 gross acres, the majority of which are located in Converse County, Wyoming, north of a demarcation line defined by the amendment. Pursuant to the amendment and commencing April 1, 2013, we farmed-out our working interest in the next consecutive 85 wells (subject to certain conditions) to be drilled by Chesapeake on the acreage Chesapeake operated south of the demarcation line. Upon payout, as defined by the amendment, we revert back into our full ownership in the farmed-out wells. As of June 30, 2014, a total of 75 wells had been drilled or were in the process of being drilled pursuant to the farmout agreement.

On June 20, 2014, we entered into an Exchange Agreement (the “Exchange Agreement”) with Chesapeake pursuant to which we agreed to convey (i) approximately 204,000 net non-operated acres and (ii) our non-operated working and net revenue interests in 191 wells, all of which are located south of the aforementioned demarcation line within the AMI defined by the JDA, in exchange for Chesapeake’s conveyance to us of (x) approximately 136,000 net operated acres, and (y) operated working and net revenue interests in 68 wells, all of which are located north of the demarcation line within the AMI, plus (z) a cash payment of $450 million, which was subject to normal closing adjustments. Estimated proved reserves associated with the oil and natural gas properties conveyed to Chesapeake totaled approximately 25.4 MMBoe as of December 31, 2013; estimated proved reserves associated with the oil and natural gas properties received from Chesapeake totaled approximately 2.2 MMBoe as of December 31, 2013. The Exchange Agreement closed on August 19, 2014 and we received net proceeds of approximately $438 million, which is also subject to normal post-closing adjustment. We presently own approximately 345,000 net acres in the Powder River Basin and we have operatorship control over the vast majority of this acreage. The cash proceeds from this transaction were used to pay down borrowings under our revolving bank credit facility and for working capital purposes. The JDA terminated upon closing.

Closing of the Exchange Agreement resulted in a gain recognition of $75.6 million, which was based on the estimated fair value of the oil and natural gas properties conveyed to Chesapeake as compared to the associated carrying value. This estimated fair value was then used for valuing the oil and natural gas properties received from Chesapeake in the exchange, net of the cash consideration. This resulted in non-cash proved and unproved oil and natural gas property additions of $52.2 million and $114.3 million, respectively. The fair values of proved and unproved oil and natural gas properties conveyed to Chesapeake were determined based on a third party valuation of the associated assets and liabilities, which we deemed to be reasonable. The fair values of proved and unproved oil and natural gas properties acquired were determined through discounted cash flow analyses, analysis of available market data and management judgment. The valuation of proved and unproved oil and natural gas properties at a given point in time is subject to a wide range of highly variable assumptions, including commodity prices.

Delaware Basin Property Acquisition. On May 23, 2014, we closed on an acquisition of proved and unproved oil and natural gas properties located in the Delaware Basin of southeast New Mexico and southwest Texas from Chaparral Energy, L.L.C. (the “Chaparral Properties”). At closing, the Chaparral Properties contained an estimated 510 producing wells (289 of which we operated upon closing), 6.5 MMBoe of proved reserves, 1,850 Boed of production, 30 miles of natural gas gathering systems, and approximately 29,000 net acres. The majority of the acquired properties are in close proximity to our existing acreage position in the stateline area of New Mexico and Texas. We believe the Chaparral Properties are prospective for Delaware, Bone Spring and Wolfcamp development. The final purchase price was approximately $120 million. The acquisition was funded primarily through an advance on existing equity commitments from our investors and availability under our revolving bank credit facility.

 

6


RKI E XPLORATION & P RODUCTION , LLC

Notes to Condensed Consolidated Financial Statements (unaudited), continued

 

The following table summarizes the estimated fair value of the oil and natural gas properties conveyed pursuant to the Powder River Basin Property Exchange, and the consideration paid for the Delaware Basin Property Acquisition, and the amounts of the identifiable assets acquired and liabilities assumed as of the respective closing dates for both transactions. Acquisition-related costs, all of which were included in general and administrative expenses in the income statement for the year ended December 31, 2014, were immaterial.

 

(in thousands)    Delaware
Basin
Property
Acquisition
     Powder
River Basin
Property
Exchange
 

Consideration conveyed

     

Cash and cash equivalents

   $ 120,421       $ —     

Current assets and liabilities, net

     —           12,090   

Unproved oil and natural gas properties (1)

     —           355,703   

Proved oil and natural gas properties (1)

     —           239,920   

Asset retirement obligations

     —           (1,780
  

 

 

    

 

 

 
$ 120,421    $ 605,933   
  

 

 

    

 

 

 

Recognized amounts of identifiable assets and liabilities received (2)

Cash and cash equivalents

$ —      $ 438,458   

Oil inventory

  198      321   

Unproved oil and natural gas properties (3)

  47,160      114,318   

Proved oil and natural gas properties (3)

  81,942      53,022   

Natural gas gathering systems

  3,826      —     

Asset retirement obligations

  (12,705   (186
  

 

 

    

 

 

 
$ 120,421    $ 605,933   
  

 

 

    

 

 

 

 

(1) Proved and unproved oil and natural gas properties as shown reflect their estimated fair values as of the Exchange Agreement closing date. This fair value recognition resulted in gain recognition of approximately $ 75.6 million relative to their respective carrying values.
(2) Goodwill was not recognized in connection with either transaction.
(3) Proved and unproved oil and natural gas properties acquired were recorded based on their respective estimated fair values.

Sale of Powder River Basin Acreage. On May 29, 2014, we closed on the sale of approximately 15,900 net undeveloped acres located in the northwest portion of Converse County, WY. This acreage was located in an area of the Powder River Basin for which we did not have near-term development plans, situated outside of existing federal units. As consideration for this acreage, we received $57.0 million, plus approximately 4,200 net acres, also located in Converse County within our core development area, for an effective sales price of approximately $4,900 per net acre divested. This divestiture, which included 100% of our ownership in the acreage being conveyed, resulted in a gain recognition of $46.7 million. The proceeds were used to fund a portion of our 2014 drilling program.

Note 3 – LONG-TERM DEBT

The outstanding balance of long-term debt as of March 31, 2015 and December 31, 2014 is shown below:

 

     March 31,      December 31,  
(in thousands)    2015      2014  

$1.0 Billion Revolving Bank Credit Facility

   $ 460,000       $ 290,000   

8.5% Senior Notes due 2021

     400,000         400,000   

Less current maturities

     —           —     
  

 

 

    

 

 

 
$ 860,000    $ 690,000   
  

 

 

    

 

 

 

$1.0 Billion Revolving Bank Credit Facility. On November 14, 2011, we entered into a Second Amended and Restated Credit Agreement with Citibank, N.A. as administrative agent. The agreement provided for up to $500 million in borrowings and letters of credit on a revolving basis; associated availability under the facility was equal to the lesser of $500 million or the borrowing base, as defined by the agreement. The borrowing base was redetermined on each March 1 and September 1 based on a periodic valuation of our oil and natural gas reserves, subject to certain adjustments. No principal payments were required under the facility until maturity on October 31, 2015.

 

7


RKI E XPLORATION & P RODUCTION , LLC

Notes to Condensed Consolidated Financial Statements (unaudited), continued

 

On February 26, 2014, we entered into the Sixth Amendment to Second Amended and Restated Credit Agreement with Citibank, N.A. as administrative agent. The terms of the amendment, among other things, increased the total facility size to $1.0 billion, increased the borrowing base under the facility from $425 million to $550 million, and increased the number of commercial banks participating in the facility from ten to thirteen. In addition, the maturity of the facility was extended to February 26, 2019. Pricing and redetermination dates under the amended agreement were unchanged from the previous facility. The facility was again amended on September 10, 2014, the terms of which increased the borrowing base under the facility to $670 million, and removed the existing limitation on the amount of additional senior unsecured indebtedness we can issue, subject to certain conditions. The facility was most recently amended on March 24, 2015; the terms of the amendment increased the borrowing base under the facility to $700 million, increased the amount of production from proved reserves which can be hedged, and temporarily eased the Debt to EBITDAX ratio covenant from the current limitation of 4.0 to 4.25 for the fourth quarter of 2015, 4.5 for all four quarters of 2016, 4.25 for the first quarter of 2017, and then returning to 4.0 thereafter.

The applicable interest rate for borrowings under the facility is subject to a pricing grid based on the amount of outstanding borrowings in relation to the borrowing base. We have the option to select either Eurodollar-based loans or prime rate-based loans. As of March 31, 2015 and December 31, 2014, the applicable interest rate margin for Eurodollar-based loans ranged from 175 to 275 basis points; the applicable margin for prime rate-based loans ranged from 75 to 175 basis points. The facility also provides for a commitment fee of 50 basis points payable on the difference between the total amount available for borrowing and actual outstanding indebtedness under the facility.

The facility contains various affirmative and restrictive covenants. These covenants, among other things, limit additional indebtedness, the sale of assets, the payment of dividends, and require us to meet certain financial tests, including total debt to EBITDAX (as defined in the agreement), and EBITDAX to interest. We were in compliance with all covenants required by the agreement as of March 31, 2015 and December 31, 2014. If we should fail to perform our obligations under these and other covenants, the revolving credit commitment could be terminated and any outstanding borrowings could be declared immediately due and payable. Borrowings under the facility are secured by mortgages in the vast majority of our proved oil and natural gas properties.

As of March 31, 2015, $460 million of principal and $775,000 face amount of letters of credit were outstanding under this facility, and approximately $239.2 million was available for borrowing. As of December 31, 2014, $290 million of principal and $775,000 face amount of letters of credit were outstanding under this facility, and approximately $379.2 million was available for borrowing. The effective rate for borrowings outstanding on March 31, 2015 and December 31, 2014 was 2.5% and 2.2%, respectively.

8.5% Senior Notes due 2021. On July 18, 2013, we issued $350 million of 8.5% Senior Notes due 2021 pursuant to Rule 144A under the Securities Act of 1933. Interest on these notes is due on each February 1 and August 1. On July 26, 2013, we issued an additional $50 million of 8.5% Senior Notes (the July 18, 2013 issuance and the July 26, 2013 issuance collectively referred to as “8.5 % Senior Notes due 2021”). Net proceeds from the issuance of the 8.5% Senior Notes due 2021 totaled approximately $392.3 million. Approximately $9.1 million of associated issuance costs have been capitalized, which are being amortized over the life of the notes. The notes are senior unsecured obligations of RKI and RKI Finance Corp., a wholly owned subsidiary formed for the sole purpose of co-issuing the 8.5% Senior Notes due 2021. The notes are fully and unconditionally guaranteed on a senior unsecured basis by RKI’s existing subsidiaries (other than the co-issuer) and certain future subsidiaries, including any future subsidiaries that guarantee any indebtedness under the $1.0 Billion Revolving Bank Credit Facility. As of March 31, 2015, the assets, liabilities, revenues and expenses of such subsidiaries were immaterial on a stand alone basis and in the aggregate. The proceeds from the issuance of these notes were used to retire outstanding principal and interest on a second lien credit facility and to pay down outstanding principal under the revolving bank credit facility.

The associated indenture agreement contains various restrictive covenants, which among other things, limit additional indebtedness, the sale of assets, the payment of dividends, and other forms of restrictive payments as defined by the indenture. If we should fail to perform our obligations under these and other covenants, the 8.5% Senior Notes due 2021 could be declared immediately due and payable. We are in compliance with all such covenants as of March 31, 2015.

 

8


RKI E XPLORATION & P RODUCTION , LLC

Notes to Condensed Consolidated Financial Statements (unaudited), continued

 

Note 4 – MEMBERS’ EQUITY

The following table summarizes the share purchase commitments and associated share purchases pursuant to various Securities Purchase Agreements in effect as of March 31, 2015.

 

(dollars in thousands)    Date    Shares      Share
Proceed
     Remaining
Commitment
 

Beginning share commitment

   October 27, 2011      2,076,725       $ —         $ 563,062   

Capital call

   November 10, 2011      553,241         150,000         413,062   

Capital call

   January 4, 2012      461,034         125,000         288,062   

Increase in share commitment

   February 27, 2012      11,513         —           291,184   

Capital call

   March 28, 2012      5,623         1,525         289,659   

Capital call

   May 8, 2012      463,592         125,694         163,965   

Capital call

   December 28, 2012      221,298         60,000         103,965   

Increase in share commitment

   February 8, 2013      553,240         —           253,965   

Capital call

   March 29, 2013      221,296         60,000         193,965   

Increase in share commitment

   April 25, 2013      8,434         —           196,252   

Capital call

   June 17, 2013      221,300         60,001         136,251   

Capital call

   May 22, 2014      250,805         68,001         68,250   

As of March 31, 2015, the remaining shares to be issued and sold pursuant to these Securities Purchase Agreements total 251,723 shares, representing a total undrawn equity commitment of approximately $68.2 million.

As of March 31, 2015, 7.0 million shares were authorized for issuance, 6.7 million shares were issued and outstanding and 36,626 shares were held as treasury shares. No cash distributions were made to our members during the three months ended March 31, 2015 or the year ended December 31, 2014.

Note 5 – FAIR VALUE MEASUREMENTS

Certain of our assets and liabilities are reported at fair value in the accompanying consolidated balance sheets. The following table presents carrying value and fair value information for our financial assets and liabilities as of March 31, 2015 and December 31, 2014. Fair value is defined as the amount that would be received from the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants, i.e., an exit price. To estimate an exit price, a three-level hierarchy is used. The fair value hierarchy prioritizes the inputs, which refer broadly to assumptions market participants would use in pricing an asset or a liability, into three levels. Level 1 inputs are unadjusted quoted prices in active markets for identical assets and liabilities and have the highest priority. None of our financial assets and liabilities have Level 1 inputs as defined. Level 2 inputs are inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the financial asset or liability and have the lowest priority. We use appropriate valuation techniques based on available inputs, including counterparty quotes, to measure the fair values of our assets and liabilities.

 

9


RKI E XPLORATION & P RODUCTION , LLC

Notes to Condensed Consolidated Financial Statements (unaudited), continued

 

The following table provides fair value measurement information for certain financial assets and liabilities as of March 31, 2015 and December 31, 2014.

 

     Carrying
Amount
     Total
Fair
Value
     Fair Value
Measurements
Using
Significant
Other
Observable
Inputs

(Level 2)
     Fair Value
Measurements
Using
Significant
Unobservable
Inputs

(Level 3)
 
(in thousands)                            

Recurring Fair Value Measurements

           

March 31, 2015

           

Financial Assets (Liabilities):

           

Fixed-price oil swaps

   $ 80,788       $ 80,788       $ 80,788       $  n/a   

Fixed-price natural gas swaps

     17,850         17,850         17,850         n/a   

Fixed-price natural gas call options

     (1,229      (1,229      (1,229      n/a   

December 31, 2014

           

Financial Assets (Liabilities):

           

Fixed-price oil swaps

   $ 69,368       $ 69,368       $ 69,368       $  n/a   

Fixed-price natural gas swaps

     16,403         16,403         16,403         n/a   

Fixed-price natural gas call options

     (2,665      (2,665      (2,665      n/a   

Nonrecurring Fair Value Measure-ments

           

December 31, 2014

           

Impaired oil and gas properties

   $ 217       $ —         $ n/a       $  —     

The following methods and assumptions were used to estimate the fair values of the assets and liabilities in the table above.

Level 2 Fair Value Measurements . The fair values of fixed-price oil and natural gas swaps are estimated using discounted cash flow calculations based upon forward market commodity prices as of the date of measurement. The discounted cash flow calculations are prepared by us using price inputs we review for propriety and are compared to counterparty quotations. Natural gas call options are based on third party market quotations as of the date of measurement.

Level 3 Fair Value Measurements . We review our oil and gas properties and other property and equipment used in operations whenever events or circumstances indicate the carrying value of those assets may not be recoverable. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. In this circumstance, we recognize an impairment loss for the amount by which the carrying amount of the asset exceeds the estimated fair value, based on discounted future cash flows. Estimating future cash flows involves the use of judgments, including estimation of the proved and unproved oil and natural gas reserve quantities, timing of development and production, expected future commodity prices, capital expenditures and production costs.

Financial Instruments Not Measured at Fair Value. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities included in the accompanying consolidated balance sheets are estimated to approximate fair value at March 31, 2015 and December 31, 2014 due to the short-term maturities of these instruments. Revolving bank debt and the 8.5% Senior Notes due 2021 are presented in the accompanying consolidated balance sheets at face value of the outstanding principal. The estimated fair value of the revolving bank debt as of March 31, 2015 and December 31, 2014 was $460 million and $290 million, respectively. The estimated fair value of the 8.5% Senior Notes due 2021 as of March 31, 2015 and December 31, 2014 was $380 million and $323 million. The estimated fair values of the revolving bank debt were based on internal discounted cash flow calculations using the estimated interest rate credit spreads available to us as if the revolving credit facility had been negotiated as of the respective date. The estimated interest rate credit spreads were derived from quotations from financial institutions. Such fair value measurement inputs are Level 3 inputs. The estimated fair value of the 8.5% Senior Notes due 2021 was based on market quotations which are deemed to be Level 2 inputs.

 

10


RKI E XPLORATION & P RODUCTION , LLC

Notes to Condensed Consolidated Financial Statements (unaudited), continued

 

Note 6 – DERIVATIVES

Description of Contracts. From time to time, we utilize fixed-price contracts to reduce exposure to unfavorable changes in oil and natural gas prices which are subject to significant and often volatile fluctuation. At March 31, 2015, these contracts consisted of fixed-price oil swaps, natural gas swaps and natural gas call options. The contracts allow us to predict with greater certainty the effective oil and natural gas prices to be received for production hedged by these contracts. However, we will not benefit from market prices that are higher than the fixed prices in these contracts for hedged production. For the three months ended March 31, 2015 and the year ended December 31, 2014, fixed-price contracts hedged 48% and 49%, respectively, of our oil production and 79% and 55%, respectively, of our natural gas production.

For swap agreements, we receive a fixed price for the respective commodity and pay a floating market price, as defined in each contract, to the counterparty. The fixed-price payment and the floating-price payment are netted, resulting in a net amount due to or from the counterparty. For the natural gas call options, if the market price of natural gas exceeds the call strike price, we receive the fixed price and pay the market price. If the market price of natural gas is below the call strike price, no payments are due from either party.

The following table summarizes the estimated future volumes, fixed prices, fixed-price sales and net revenues attributable to the fixed-price contracts we held as of March 31, 2015. We expect the prices to be realized for hedged production to vary from the prices shown in the following table due to basis, which is described under Market Risk below. Future net revenues for any period are determined as the differential between the fixed prices provided by fixed-price contracts and forward market prices as of March 31, 2015, as adjusted for basis. Future net revenues change with changes in market prices and basis. See – Market Risk. None of these contracts are used for trading purposes or activities.

CONTRACT DATA

 

     Nine Months
Ending
December 31,
     Years Ending December 31,         
(in thousands except price data)    2015      2016      2017      2018      Total  

Oil swaps:

              

Contract volumes (MBbls)

     2,736         2,586         2,027         —           7,349   

Weighted average fixed price per Bbl (1)

   $ 74.89       $ 62.49       $ 65.30       $ —         $ 67.88   

Future fixed-price sales

   $ 204,912       $ 161,615       $ 132,375       $ —         $ 498,902   

Future net revenue (2)

   $ 61,903       $ 11,243       $ 8,104       $ —         $ 81,250   

Natural gas swaps:

              

Contract volumes (BBtu)

     7,422         8,100         —           —           15,522   

Weighted average fixed price per MMBtu (1)

   $ 4.13       $ 4.09       $ —         $ —         $ 4.11   

Future fixed-price sales

   $ 30,645       $ 33,095       $ —         $ —         $ 63,740   

Future net revenue (2)

   $ 10,049       $ 7,885       $ —         $ —         $ 17,934   

Natural gas call options:

              

Contract volumes (BBtu)

     —           —           5,950         5,950         11,900   

Weighted average fixed strike price per MMBtu (1)

   $ —         $ —         $ 4.50       $ 4.75       $ 4.63   

Future fixed-price ceiling

   $ —         $ —         $ 26,775       $ 28,262       $ 55,037   

Future net revenue (2)

   $ —         $ —         $ —         $ —         $ —     

 

(1)     The prices to be realized for hedged production are expected to vary from the prices shown due to basis. See Market Risk. Oil swap prices are based on NYMEX pricing for West Texas Intermediate; natural gas swap and call option prices are based on the NYMEX index for natural gas delivered at Henry Hub.
(2)     Future net revenues as presented above are undiscounted and have not been adjusted for counterparty credit risk. See Note 5 –Fair Value Measurements.

The estimates of future net revenues from fixed-price contracts are computed based on the difference between the prices provided by the fixed-price contracts and forward market prices as of the specified date. We have relied upon

 

11


RKI E XPLORATION & P RODUCTION , LLC

Notes to Condensed Consolidated Financial Statements (unaudited), continued

 

market quotations as of March 31, 2015 to determine future net revenue estimates. Forward market prices for oil and natural gas are dependent upon supply and demand factors in such forward markets and are subject to significant volatility. The future net revenue estimates shown above are subject to change as forward market prices change. See Note 5 – Fair Value Measurements. See Note 12 - Subsequent Events for a discussion of new oil swaps added in the second quarter of 2015.

Accounting. None of the fixed-price contracts in effect during the financial statement periods presented were designated as hedges for accounting purposes. Consequently, all changes in fixed-price contract fair value were recognized in results of operations for the three months ended March 31, 2015 and 2014. The differential between the fixed price and the floating price for each contract settlement period multiplied by the associated contract volume is the contract profit or loss. Cash settlements of fixed-price contracts are included in oil and natural gas sales in the period for which the underlying production was afforded price protection. The fair value of all fixed-price contracts are recorded as assets or liabilities in the consolidated balance sheet.

The following table presents the balance sheet location and presentation of our fixed-price contracts as of March 31, 2015 and December 31, 2014.

FAIR VALUES OF DERIVATIVE INSTRUMENTS

 

     Asset Derivatives      Liability Derivatives  
(in thousands)    Balance
Sheet
Location
   Fair
Value
     Balance
Sheet
Location
   Fair
Value
 

March 31, 2015

           

Fixed-price contracts designated as hedging instruments:

           

None

   n/a    $ —         n/a    $ —     
     

 

 

       

 

 

 

Fixed-price contracts not designated as hedging instruments:

Fixed-price energy swaps and options

Current assets $ 77,995    Current liabilities $ —     

Fixed-price energy swaps and options

Other assets   19,414    Other liabilities   —     
     

 

 

       

 

 

 
$ 97,409    $ —     
     

 

 

       

 

 

 

Total derivatives – March 31, 2015

$ 97,409    $ —     
     

 

 

       

 

 

 

December 31, 2014

Fixed-price contracts designated as hedging instruments:

None

n/a $ —      n/a $ —     
     

 

 

       

 

 

 

Fixed-price contracts not designated as hedging instruments:

Fixed-price energy swaps and options

Current assets $ 80,745    Current liabilities $ —     

Fixed-price energy swaps and options

Other assets   2,361    Other liabilities   —     
     

 

 

       

 

 

 
$ 83,106    $ —     
     

 

 

       

 

 

 

Total derivatives – December 31, 2014

$ 83,106    $ —     
     

 

 

       

 

 

 

For the three months ended March 31, 2015 and 2014, oil, natural gas and NGL gas sales included a gain of $29.6 million and a loss of $5.2 million, respectively, associated with cash settlements under fixed-price contracts. Change in fixed-price commodity contract fair value for the three months ended March 31, 2015 and 2014 reflected a gain of $14.3 million and a loss of $7.1 million, respectively, all associated with changes in fair value for derivatives not designated as cash flow hedges for accounting purposes. Such amounts do not represent cash gains or losses, but rather are temporary valuation swings in the associated contract. All gains or losses recorded in this caption are ultimately reversed within this same caption over the lives of the respective contracts.

Credit Risk. The terms of the fixed-price contracts provide for net settlements due to or from the respective party on a monthly basis. If the counterparty to our contracts should default when the contract fair values are greater than zero, there can be no assurance that we would be able to recover the fair value of the contract or be able to enter into a new

 

12


RKI E XPLORATION & P RODUCTION , LLC

Notes to Condensed Consolidated Financial Statements (unaudited), continued

 

contract with a third party on terms comparable to the original contract. We have not experienced non-performance by any counterparty. Cancellation or termination of a fixed-price contract would subject a greater portion of our oil and natural gas production to market prices, which, in a low price environment could have an adverse effect on our operating results. The counterparties to our fixed-price contracts are banks in the $1.0 Billion Revolving Bank Credit Facility.

Market Risk. The differential between the floating price paid under each fixed-price contract and the price received at the wellhead for our production is termed “basis” and is the result of differences in location, quality, contract terms, timing and other variables. The effective price realizations which result from the fixed-price contracts are affected by movements in basis. Basis movements can result from a number of variables, including regional supply and demand factors. Basis movements are generally considerably less than the price movements affecting the underlying commodity, but their effect can be significant. From time to time, the floating price index defined in the fixed-price contracts has been selected as a means to manage the exposure to basis movements.

Gains and losses to be recognized in oil and natural gas sales upon cash settlements of fixed-price contracts are expected to be offset by changes in the price received for our oil and natural gas production. Because a portion of our future oil and natural gas production is presently unhedged, declining oil and natural gas prices could have a material adverse effect on future results of operations and operating cash flows.

Margin. The terms of the fixed-price contracts do not provide for margin requirements for either party. However, the contracts are cross-collateralized by the oil and natural gas properties mortgaged under the $1.0 Billion Revolving Bank Credit Facility.

Note 7 – CONTINGENCIES

Litigation. We are a defendant in two wrongful death claims as of March 31, 2015. While the outcomes of these proceedings cannot be predicted with certainty, we do not believe they will have a material adverse effect on our financial position or results of operations. We do not have knowledge of any further threatened or pending litigation.

Environmental Risk. We are exposed to possible environmental risks which are inherent with oil and natural gas drilling and production operations. We have implemented various policies and procedures to avoid environmental contamination and to minimize the associated risks. Our operated oil and natural gas properties are reviewed periodically for indications of environmental contamination or potential exposure. We have not experienced any significant environmental liability and we are not aware of any potential material environmental issues or claims at March 31, 2015.

Note 8 – SHARE-BASED COMPENSATION

For the three months ended March 31, 2015, 90,309 incentive shares were granted to our employees and Board of Managers. Such shares vest over a four to five-year period. For the three months ended March 31, 2014, no incentive shares were granted. An additional 69,313 shares are reserved for issuance under this plan. The fair value of the share grants is recognized pro rata as compensation expense over the respective vesting period, included in general and administrative expense in the consolidated statements of income. For the three months ended March 31, 2015 and 2014, we recognized approximately $3.4 million and $1.8 million, respectively, of non-cash compensation expense related to incentive share grants.

Note 9 – TRANSACTIONS WITH RELATED PARTIES

We provide certain administrative costs and services on behalf of Prize Royalties, LLC, an affiliate. These services include an allocation of personnel costs, employee benefits, office expenses and other general and administrative expenses, all of which are billed to Prize Royalties, LLC at cost. The amounts billed to Prize Royalties, LLC for the three months ended March 31, 2015 and 2014 were not material.

Certain of our investors, including the Chief Executive Officer, have separately made ownership investments in various third party service providers which from time to time provide us oil field and technology services. These service providers are selected for use on a competitive basis and the services provided are billed to us at market competitive rates. For the three months ended March 31, 2015 and 2014, the aggregate amount paid to such providers totaled approximately $14.1 million and $7.6 million, respectively.

 

13


RKI E XPLORATION & P RODUCTION , LLC

Notes to Condensed Consolidated Financial Statements (unaudited), continued

 

Note 10 – ASSET RETIREMENT OBLIGATIONS

The components of the change in our asset retirement obligations are shown below:

 

     Three Months Ended
March 31,
 
     2015      2014  
(in thousands)              

Asset retirement obligations, beginning of period

   $ 24,288       $ 13,289   

Additions

     67         68   

Revisions (1)

     42         119   

Settlements and disposals

     (183      (303

Accretion expense

     210         175   
  

 

 

    

 

 

 

Asset retirement obligations, end of period

  24,424      13,348   

Less current portion

  697      920   
  

 

 

    

 

 

 

Asset retirement obligations, long term

$ 23,727    $ 12,428   
  

 

 

    

 

 

 

 

(1)

Revisions represent changes in cost estimates, discount periods or discount rates for asset retirement obligations recorded in previous periods.

Note 11 - INCOME TAXES

We recognize tax positions in our income tax provision when a determination is made that the relevant tax authority would more likely than not sustain a position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. We evaluated our tax positions as of March 31, 2015 and December 31, 2014, and concluded we had taken no uncertain tax positions that require recognition in the consolidated financial statements.

Note 12 - SUBSEQUENT EVENTS

We have evaluated subsequent events through May 15, 2015, the date the consolidated financial statements were available to be issued, and determined there were no such events to disclose, except for the following:

In April 2015, we entered into a number of fixed price oil swaps to hedge future oil production as follows: 2015: 770 MBbls of oil at $56.98 per Bbl and 2016: 909 MBbls of oil at $63.75 per Bbl.

 

14

EXHIBIT 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is derived from the historical consolidated financial statements of WPX Energy, Inc. (“WPX”) and RKI Exploration & Production, LLC (“RKI”), and has been adjusted to reflect the following:

 

    Proposed acquisition of RKI through the merger of a WPX subsidiary and RKI, for consideration of approximately $2.75 billion, consisting of 40 million unregistered shares of WPX common stock and approximately $2.28 billion in cash (the “Acquisition”). The cash consideration is subject to closing adjustments and will also be reduced by our assumption of $400 million of aggregate principal amount of RKI’s senior notes and any amounts outstanding under RKI’s revolving credit facility.

 

    Adjustments to RKI’s historical information to remove the effect of RKI’s assets in the Powder River Basin and certain other assets outside the Delaware Basin. In connection with the Acquisition, RKI intends either (i) to contribute its Powder River Basin assets and other properties outside the Delaware Basin to a wholly-owned RKI subsidiary, the ownership interests of which will be paid to RKI’s equity holders in connection with the Acquisition, or (ii) to dispose of such assets in a third party sale. We refer to either the contribution or sale of such assets herein as the “RKI Dispositions.”

 

    Impact of proposed concurrent offerings by WPX of $1.2 billion aggregate principal amount of senior notes, 27 million shares of common stock resulting in gross proceeds of $303 million, based on an assumed offering price of $11.22 per share (the closing price of our common stock on the New York Stock Exchange (“NYSE”) on July 10, 2015), 6 million shares of mandatory convertible preferred stock resulting in gross proceeds of $300 million and borrowings under our revolving credit facility and the repayment of RKI debt with a portion of the proceeds therefrom (collectively, the “Financing Transactions”).

Certain of RKI’s historical amounts have been reclassified to conform to the financial statement presentation of WPX. The unaudited pro forma condensed combined balance sheet as of March 31, 2015 gives effect to the Acquisition, the RKI Dispositions and the Financing Transactions as if they had occurred on March 31, 2015. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2015 and 2014 and the year ended December 31, 2014 both give effect to the Acquisition, RKI Dispositions and Financing Transactions as if they had occurred on January 1, 2014.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only to reflect the Acquisition, RKI Dispositions and related Financing Transactions and do not represent what our results of operations or financial position would actually have been had the transactions occurred on the dates noted above, or project our results of operations or financial position for any future periods. The unaudited pro forma condensed combined financial statements are intended to provide information about the continuing impact of the Acquisition, the RKI Dispositions and the Financing Transactions as if they had been consummated earlier. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable and are expected to have a continuing impact on our results of operations. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial statements have been made.

The following unaudited pro forma condensed combined financial information should be read in conjunction with WPX’s and RKI’s consolidated financial statements and related notes. WPX financial statements and notes are included in WPX’s Annual Report on Form 10-K for the year ended December 31, 2014 and WPX’s Quarterly Report on Form 10-Q for the three months ended March 31, 2015. RKI’s consolidated financial statements and notes are included elsewhere in this filing.

 

1


WPX Energy, Inc.

Pro Forma Condensed Combined Balance Sheet

As of March 31, 2015

(Unaudited)

 

  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     WPX Energy
Inc. As
Reported
    RKI As
Reported
    Pro Forma
RKI
Dispositions
    Pro Forma
Acquisition
Adjustments
    Pro Forma
Financing
Adjustments
    WPX
Pro Forma
Combined
 
     (Millions)  

Assets

  

Current assets:

  

Cash and cash equivalents

   $ 82      $ 29      $ (27   $ (1,333 )(a)    $ 1,803  (e)    $ 56   
             (915 )(f)   
             (83 )(h)   
             500   (i)   

Accounts receivable, net of allowance

     347        86        —          —          —          433   

Derivative assets

     431        78        —          —          —          509   

Inventories

     49        18        (11     —          —          56   

Margin deposits

     18        —          —          —          —          18   

Assets classified as held for sale

     132        —          —          —          —          132   

Other

     28        4        (1     —          —          31   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

  1,087      215      (39   (1,333   1,305      1,235   

Properties and equipment (successful efforts method of accounting)

  12,041      2,552      (829   1,344  (a)    —        14,792   
  (316 )(b) 

Less – accumulated depreciation, depletion and amortization

  (5,130   (419   103      316  (b)    —        (5,130
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Properties and equipment, net

  6,911      2,133      (726   1,344      —        9,662   

Goodwill

  —        —        —        488  (a)    —        488   

Derivative assets

  58      19      —        —        —        77   

Other noncurrent assets

  47      19      —        —        26  (h)    92   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

$ 8,103    $ 2,386    $ (765 $ 499    $ 1,331    $ 11,554   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and Equity

Current liabilities:

Accounts payable

$ 464    $ 132    $ —      $ —      $ —      $ 596   

Accrued and other current liabilities

  139      81      (17   —        —        203   

Liabilities associated with assets held for sale

  47      —        —        —        —        47   

Deferred income taxes

  164      27      —        —        —        191   

Derivative liabilities

  22      —        —        —        —        22   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

  836      240      (17   —        —        1,059   

Deferred income taxes

  614      101      (41   499  (a)    (29 )(g)    1,144   

Long-term debt

  2,000      860      —        1,200  (e)    3,700   
  (860 )(f) 
  500   (i) 

Derivative liabilities

  2      —        —        —        —        2   

Asset retirement obligations

  203      24      (2   7  (a)    —        232   

Other noncurrent liabilities

  59      —        —        —        —        59   

Equity:

Stockholders’ equity:

Preferred stock

  —        —        —        —        300  (e)    289   
  (11 )(h) 

Common stock

  2      —        —        —        —        2   

Additional paid-in-capital

  5,564      920      —        (920 )(c)    303  (e)    6,307   
  449  (d) 
  (9 )(h) 

Accumulated deficit

  (1,177   241      (705   464  (c)    (63 )(g)    (1,240
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

  4,389      1,161      (705   (7   520      5,358   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and equity

$ 8,103    $ 2,386    $ (765 $ 499    $ 1,331    $ 11,554   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

2


WPX Energy, Inc.

Pro Forma Condensed Combined Statement of Operations

(Unaudited)

 

     For the Three Months Ended March 31, 2015  
     WPX
Energy Inc.
As
Reported
    RKI As
Reported
    Pro Forma
RKI
Dispositions
    Pro Forma
Acquisition
Adjustments
    Pro Forma
Financing
Adjustments
    WPX
Pro Forma
Combined
 
     (Millions)  

Revenues:

      

Product revenues:

      

Natural gas sales

   $ 167      $ 8      $ (1   $ —        $ —        $ 174   

Oil and condensate sales

     117        69        (33     —          —          153   

Natural gas liquid sales

     23        2        —          —          —          25   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total product revenues

  307      79      (34   —        —        352   

Gas management

  158      —        —        —        —        158   

Net gain (loss) on derivatives not designated as hedges

  105      44      (18   —        —        131   

Other

  2      —        —        —        —        2   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

  572      123      (52   —        —        643   

Costs and expenses:

Lease and facility operating

  57      25      (13   —        —        69   

Gathering, processing and transportation

  73      2      —        —        —        75   

Taxes other than income

  22      7      (4   —        —        25   

Gas management, including charges for unutilized pipeline capacity

  109      —        —        —        —        109   

Exploration

  7      2      (2   —        —        7   

Depreciation, depletion and amortization

  216      60      (27   2 (j)    —        251   

Gain on sale of assets

  (69   —        —        —        —        (69

General and administrative

  64      13      (4   —        —        73   

Other—net

  26      —        —        —        —        26   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

  505      109      (50   2      —        566   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

  67      14      (2   (2   —        77   

Interest expense

  (33   (10   3      —        (23 )(l)    (56
  7 (m) 

Investment income and other

  1      —        —        —        —        1   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before income taxes

  35      4      1      (2   (16   22   

Provision (benefit) for income taxes

  13      2      —        (1 )(n)    (6 )(n)    8   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations

  22      2      1      (1   (10   14   

Less: Dividends from preferred stock

  —        —        —        —        (4 )(o)    (4
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to WPX Energy, Inc common shareholders

  22      2      1      (1   (14   10   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings (loss) per common share:

Income (loss) from continuing operations

$ 0.11    $ 0.04   

Weighted-average shares (millions)

  204.1      40.0 (k)    27.0 (p)    271.1   

Diluted earnings (loss) per common share:

Income (loss) from continuing operations

$ 0.11    $ 0.04   

Weighted-average shares (millions)

  205.9      40.0 (k)    27.0 (p)    272.9   

 

3


WPX Energy, Inc.

Pro Forma Condensed Combined Statement of Operations

(Unaudited)

 

     For the Three Months Ended March 31, 2014  
     WPX
Energy Inc.
As
Reported
    RKI As
Reported
    Pro Forma
RKI
Dispositions
    Pro Forma
Acquisition
Adjustments
    Pro Forma
Financing
Adjustments
    WPX
Pro Forma
Combined
 
     (Millions)  

Revenues:

      

Product revenues:

      

Natural gas sales

   $ 317      $ 22      $ (4   $ —        $ —        $ 335   

Oil and condensate sales

     149        90        (37     —          —          202   

Natural gas liquid sales

     61        13        (4     —          —          70   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total product revenues

  527      125      (45   —        —        607   

Gas management

  561      —        —        —        —        561   

Net gain (loss) on derivatives not designated as hedges

  (195   (12   4      —        —        (203

Other

  1      —        —        —        —        1   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

  894      113      (41   —        —        966   

Costs and expenses:

Lease and facility operating

  60      17      (6   —        —        71   

Gathering, processing and transportation

  89      —        —        —        —        89   

Taxes other than income

  35      11      (6   —        —        40   

Gas management, including charges for unutilized pipeline capacity

  391      —        —        —        —        391   

Exploration

  15      2      (2   —        —        15   

Depreciation, depletion and amortization

  193      49      (21   2 (j)    —        223   

Gain on sale of assets

  —        —        —        —        —        —     

General and administrative

  67      9      (3   —        —        73   

Other—net

  2      —        —        —        —        2   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

  852      88      (38   2      —        904   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

  42      25      (3   (2   —        62   

Interest expense

  (29   (10   3      —        (23 )(l)    (52
  7 (m) 

Investment income and other

  —        1      (1   —        —        —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before income taxes

  13      16      (1   (2   (16   10   

Provision (benefit) for income taxes

  13      6      —        (1 )(n)    (6 )(n)    12   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations

  —        10      (1   (1   (10   (2

Less: Dividends from preferred stock

  —        —        —        —        (4 )(o)    (4
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to WPX Energy, Inc common shareholders

  —        10      (1   (1   (14   (6
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings (loss) per common share:

Income (loss) from continuing operations

$ —      $ (0.02

Weighted-average shares (millions)

  201.5      40.0 (k)    27.0 (p)    268.5   

Diluted earnings (loss) per common share:

Income (loss) from continuing operations

$ —      $ (0.02

Weighted-average shares (millions)

  205.2      40.0 (k)    27.0 (p)    268.5   

 

4


WPX Energy, Inc.

Pro Forma Condensed Combined Statement of Operations

(Unaudited)

 

     For the Year Ended December 31, 2014  
     WPX
Energy Inc.
As
Reported
    RKI As
Reported
    Pro Forma
RKI
Dispositions
    Pro Forma
Acquisition
Adjustments
    Pro Forma
Financing
Adjustments
    WPX
Pro Forma
Combined
 
     (Millions)  

Revenues:

            

Product revenues:

            

Natural gas sales

   $ 1,002      $ 68      $ (8   $ —        $ —        $ 1,062   

Oil and condensate sales

     724        402        (167     —          —          959   

Natural gas liquid sales

     205        44        (7     —          —          242   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total product revenues

  1,931      514      (182   —        —        2,263   

Gas management

  1,120      —        —        —        —        1,120   

Net gain (loss) on derivatives not designated as hedges

  434      81      (31   —        —        484   

Other

  8      1      (1   —        —        8   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

  3,493      596      (214   —        —        3,875   

Costs and expenses:

Lease and facility operating

  244      81      (28   —        —        297   

Gathering, processing and transportation

  328      6      —        —        —        334   

Taxes other than income

  126      47      (24   —        —        149   

Gas management, including charges for unutilized pipeline capacity

  987      —        —        —        —        987   

Exploration

  173      20      (19   —        —        174   

Depreciation, depletion and amortization

  810      214      (90   9 (j)    —        943   

Impairment of producing properties and costs of acquired unproved reserves

  20      —        —        —        —        20   

Loss on sale of working interests in the Piceance Basin

  196      —        —        —        —        196   

Gain on sale of assets

  —        (130   130      —        —        —     

General and administrative

  271      52      (15   —        —        308   

Other—net

  12      —        —        —        —        12   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

  3,167      290      (46   9      —        3,420   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

  326      306      (168   (9   —        455   

Interest expense

  (123   (40   13      —        (91 )(l)    (214
  27 (m) 

Investment income and other

  1      —        —        —        —        1   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before income taxes

  204      266      (155   (9   (64   242   

Provision (benefit) for income taxes

  75      96      (56   (3 )(n)    (23 )(n)    89   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations

  129      170      (99   (6   (41   153   

Less: Dividends from preferred stock

  —        —        —        —        (18 )(o)    (18
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to WPX Energy, Inc common shareholders

  129      170      (99   (6   (59   135   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings (loss) per common share:

Income (loss) from continuing operations

$ 0.63    $ 0.50   

Weighted-average shares (millions)

  202.7      40.0 (k)    27.0 (p)    269.7   

Diluted earnings (loss) per common share:

Income (loss) from continuing operations

$ 0.62    $ 0.50   

Weighted-average shares (millions)

  206.3      40.0 (k)    27.0 (p)    273.3   

 

5


WPX Energy, Inc.

Notes to Pro Forma Condensed Combined Financial Statements

(Unaudited)

Note 1. Unaudited Pro Forma Condensed Combined Balance Sheet

RKI Dispositions

In connection with the Acquisition, RKI intends either (i) to contribute its Powder River Basin assets and other properties outside the Delaware Basin to a wholly-owned RKI subsidiary, the ownership interests of which will be paid to RKI’s equity holders in connection with the Acquisition, or (ii) to dispose of such assets in a third party sale. We refer to either the contribution or sale of such assets herein as the “RKI Dispositions.” The pro forma balance sheet assumes the probable distribution of these assets and certain related liabilities to an RKI subsidiary that will be owned by RKI equity holders. In either case, WPX would acquire RKI exclusive of these assets.

Acquisition Adjustments

The Acquisition will be accounted for using the acquisition method of accounting for business combinations. The allocation of the preliminary estimated purchase price is based upon management’s estimates of and assumptions related to the fair value of assets to be acquired and liabilities to be assumed as of March 31, 2015 using currently available information. Due to the fact that the unaudited pro forma combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may differ significantly from the pro forma amounts included herein. WPX expects to finalize its allocation of the purchase consideration as soon as practicable after completion of the Acquisition but is not required to finalize for one year from the closing date of the Acquisition.

The preliminary purchase price allocation is subject to change due to several factors, including but not limited to:

 

    changes in the estimated fair value of the 40 million shares of WPX common stock to be transferred to RKI’s equity holders, based on WPX’s share price at the date of closing;

 

    final working capital and other post-closing adjustments, including amounts outstanding under RKI’s revolving credit facility or any proceeds received from the RKI Dispositions prior to closing;

 

    changes in the estimated fair value of RKI’s assets acquired and liabilities assumed as of the date of the transaction, which could result from changes in future oil and gas commodity prices, reserve estimates, interest rates, and other factors; and

 

    the tax basis of RKI’s assets and liabilities as of the closing date of the Acquisition as well as the evaluation of our ability to recognize the deferred tax asset for RKI’s federal net operating loss carryovers.

 

6


The preliminary consideration to be transferred, fair value of assets acquired and liabilities assumed and resulting goodwill expected to be recorded is as follows:

 

     Preliminary Purchase Price
Allocation
 
     (Millions)  

Consideration:

  

Cash

   $ 1,333   

Fair value of WPX common stock to be issued (1)

     449   
  

 

 

 

Total consideration

$ 1,782   

Fair value of liabilities assumed:

Accounts payable

$ 132   

Accrued liabilities

  64   

Deferred income taxes, current

  27   

Deferred income taxes, noncurrent

  559   

Long-term debt

  860   

Asset retirement obligation

  29   
  

 

 

 

Total liabilities assumed as of March 31, 2015

$ 1,671   

Fair value of assets acquired:

Cash and cash equivalents

$ 2   

Accounts receivable, net

  86   

Derivative assets, current

  78   

Derivative assets, noncurrent

  19   

Inventories

  7   

Other current assets

  3   

Properties and equipment, net

  2,751   

Other noncurrent assets

  19   
  

 

 

 

Total assets acquired as of March 31, 2015

$ 2,965   
  

 

 

 

Goodwill as of March 31, 2015

$ 488   
  

 

 

 

 

(1) Based on 40 million shares of WPX common stock at $11.22 per share (the closing price of our common stock on the NYSE on July 10, 2015).

The goodwill recognized primarily results from the impact of deferred tax adjustments. The Acquisition is a taxable purchase of RKI’s stock for federal income tax purposes and, consequently, RKI’s basis in its assets and liabilities as well as its net operating loss carryovers will carry over to WPX for federal income tax purposes. Although the usage of such net operating losses will be subject to annual limitation prescribed by Section 382 of the Internal Revenue Code, we do not expect to record a valuation allowance against the associated deferred tax asset. The difference between the purchase price allocated to RKI’s assets and liabilities based on fair value and the tax basis of these assets and liabilities results in additional deferred income tax liability.

 

7


Based on the closing stock price on July 10, 2015, the preliminary value of WPX’s equity consideration to be transferred was approximately $449 million. The final value of WPX consideration will be determined based on the actual number of WPX shares issued and the market price of WPX’s common stock on the closing date of the Acquisition. A ten percent increase or decrease in the closing price of WPX’s common stock, as compared to July 10, 2015 closing price of $11.22, would increase or decrease the purchase price by approximately $45 million, assuming all other factors are held constant.

The following adjustments have been made to the accompanying unaudited pro forma combined balance sheet as of March 31, 2015 to reflect the acquisition adjustments related to the Acquisition:

 

  (a) The allocation of the estimated fair value of consideration transferred of $1.33 billion of cash and $449 million of common stock (based on the closing price of WPX’s common stock as of July 10, 2015) to the estimated fair value of the assets acquired and liabilities assumed resulted in the following purchase price allocation adjustments:

 

    $1.33 billion in cash paid to RKI related to the Acquisition;

 

    $1.34 billion increase in RKI’s book basis of property, plant and equipment to reflect them at fair value;

 

    $488 million of goodwill associated with the transaction;

 

    a net $499 million increase in deferred tax liabilities associated with the transaction, including a valuation allowance on certain RKI deferred tax assets related to state net operating losses; and

 

    a $7 million increase in RKI’s asset retirement obligations to reflect them at fair value.

 

  (b) Reflects the elimination of RKI’s historical accumulated depreciation, depletion and amortization (“DD&A”) balances against gross properties and equipment.

 

  (c) Reflects the elimination of RKI’s historical equity balances in accordance with the acquisition method of accounting.

 

  (d) Reflects the estimated increase in WPX common stock and additional paid-in capital resulting from the issuance of WPX shares to the RKI equity holders to effect the transaction.

Financing Adjustments

The following adjustments have been made to the accompanying unaudited pro forma combined balance sheet to reflect the Financing Transactions:

 

  (e) Represents $1.803 billion in cash anticipated to be received through proposed concurrent offerings of $1.2 billion of senior notes, $303 million of WPX common stock, and $300 million of mandatory convertible preferred stock. The anticipated cash to be received is before fees as described in (h) below and potential discounts. None of the offerings is conditioned on the consummation of any other offering or on the Acquisition.

 

  (f) Reflects the cash used for repayment of the $460 million outstanding under RKI’s revolving credit facility as of March 31, 2015 and the satisfaction and discharge of RKI’s long-term debt consisting of a principal amount of $400 million and a make-whole premium of $55 million.

 

  (g) Reflects the expense of the $55 million make-whole premium noted in (f) above and the corresponding tax impact of $20 million. Also included is the expensing of approximately $37 million of advisory fees, bridge financing commitments and other fees associated with the Acquisition; offset by the corresponding tax impact of $9 million.

 

  (h) Reflects $83 million for the following estimated fees:

 

    $26 million comprised of $18 million in debt issuance costs for underwriting, banking, legal and accounting fees associated with the debt offering and $8 million of fees to amend certain terms of our revolving credit facility;

 

    $11 million related to fees associated with the proposed issuance of mandatory convertible preferred stock;

 

    $9 million related to fees associated with the proposed issuance of WPX common stock; and

 

    $37 million of advisory fees, bridge financing commitments and other fees noted in (g) above associated with the Acquisition.

 

  (i) Represents $500 million of borrowings on our revolving credit facility to complete the Acquisition based on cash and cash equivalents as of March 31, 2015. Borrowings under our revolving credit facility will be decreased or increased if we receive more or less proceeds from the consummation of the proposed concurrent offerings. If the underwriters’ exercise their option to purchase additional shares of common stock or additional shares of mandatory convertible preferred stock as part of the Financing Transactions, we expect to reduce borrowings under our revolving credit facility. In addition, subsequent to March 31, 2015, WPX completed the sale of certain transportation contracts and received proceeds in excess of $200 million. WPX intends to use a significant portion of the proceeds from such asset sale and a portion of the cash it generated subsequent to March 31, 2015 to fund, in part, the Acquisition. The amount of any such additional cash used to fund the Acquisition will reduce the amount of borrowings under our revolving credit facility used to fund the Acquisition.

 

8


Note 2. Unaudited Pro Forma Condensed Combined Statements of Operations

RKI Disposition

The amounts presented are primarily adjustments necessary to reflect the removal of the results of operations of the Powder River Basin and other properties outside the Delaware Basin from RKI’s consolidated historical financial statements.

Acquisition Adjustments

The following adjustments have been made to the accompanying unaudited pro forma combined statements of operations to reflect the acquisition transactions related to the Acquisition:

 

  (j) Reflects additional DD&A expense resulting from the increased basis of property, plant and equipment acquired.

 

  (k) Reflects 40 million shares of WPX common stock to be issued to RKI equity holders as a portion of the consideration for the Acquisition.

 

  (n) Represents an estimated tax impact of pretax pro forma adjustments.

Financing Adjustments

The following adjustments have been made to the accompanying unaudited pro forma combined statements of operations to reflect the financing transactions related to the Acquisition:

 

  (l) Reflects an assumed weighted average interest rate of 6.5 percent in respect to an aggregate of $1.2 billion of senior notes to be issued as part of the Financing Transactions. Actual interest expense may be higher or lower depending on fluctuations in interest rates and other market conditions. A one-eighth percent change in the assumed weighted average interest rate would result in a change of approximately $1.5 million in annual interest expense. Interest expense also assumes a weighted average interest rate of 2.25 percent in respect to $500 million of borrowings on our revolving credit facility. Also included are estimated amortization of debt issuance costs related to the notes offerings. Such costs are amortized over the terms of the associated debt.

 

  (m) Reflects the elimination of RKI remaining interest expense assuming no outstanding debt for the reporting periods.

 

  (n) Represents an estimated tax impact of pretax pro forma adjustments.

 

  (o) Reflects the dividends on the mandatory convertible preferred stock to be issued as part of the Financing Transactions based on an assumed dividend rate. A one-eighth percent change in the assumed dividend rate would result in a change of approximately $375 thousand in annual dividends paid.

 

  (p) Includes 27 million shares of common stock, reflecting gross proceeds of $303 million based on an assumed offering price of $11.22 per share (the closing price of our common stock on the NYSE on July 10, 2015). For purposes of the calculation of shares for diluted earnings per share, the conversion of mandatory convertible preferred stock under the if-converted method would result in an additional 26.7 million common shares outstanding; however, no adjustment for these shares is reflected in the number of shares used in the diluted earnings per share calculations as they would be antidilutive.

 

9

Exhibit 99.4

January 22, 2015

Mr. Tom Divine

RKI Exploration & Production, LLC

210 Park Avenue, Suite 900

Oklahoma City, Oklahoma 73102

Dear Mr. Divine:

At your request, LaRoche Petroleum Consultants, Ltd. (LPC) has estimated the proved reserves and future net cash flow, as of December 31, 2014, to the RKI Exploration & Production, LLC (RKI) interest in certain properties located in New Mexico, Oklahoma, Texas, and Wyoming. This report was completed as of the date of this letter. This report was prepared to provide RKI with Securities and Exchange Commission (SEC) compliant reserve estimates. It is our understanding that the properties evaluated by LPC comprise one hundred percent (100%) of RKI s proved reserves. We believe that the assumptions, data, methods, and procedures used in preparing this report, as set out below, are appropriate for the purpose of this report. This report has been prepared using constant prices and costs and conforms to our understanding of the SEC guidelines, reserves definitions, and applicable financial accounting rules.

Summarized below are LPC’s estimates of net reserves and future net cash flow. Future net revenue is prior to deducting estimated production and ad valorem taxes. Future net cash flow is after deducting these taxes, operating expenses, and future capital expenditures but before consideration of federal income taxes. The discounted cash flow values included in this report are intended to represent the time value of money and should not be construed to represent an estimate of fair market value. We estimate the net reserves and future net cash flow to the RKI interest, as of December 31, 2014, to be:

 

     Net Reserves      Future Net Cash Flow ($)  
     Oil      Gas      NGL             Present Worth  

Category

   (Barrels)      (Mcf)      (Barrels)      Total      at 10%  

Proved Developed

              

Producing

     31,588,922         122,779,766         13,199,811       $ 2,405,908,000       $ 1,283,373,750   

Non-Producing

     4,106,367         6,510,416         504,274         275,410,688         137,006,359   

Proved Undeveloped

     22,805,096         95,283,914         13,527,818         1,416,712,875         619,356,062   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Proved (1)

  58,500,385      224,574,096      27,231,903    $ 4,098,031,563    $ 2,039,736,171   

 

(1)   The total proved values above may or may not match those values on the total proved summary page that follows this letter due to rounding by the economics program.

2435 North Central Expressway, Suite 1500 • Richardson, Texas 75080 • Phone (214) 363-3337 • Fax (214) 363-1608


The oil reserves include crude oil and condensate. Oil and natural gas liquids (NGL) reserves are expressed in barrels, which are equivalent to 42 United States gallons. Gas reserves are expressed in thousands of standard cubic feet (Mcf) at the contract temperature and pressure bases.

The estimated reserves and future net cash flow shown in this report are for proved developed producing reserves and, for certain properties, proved developed non-producing, and proved undeveloped reserves. This report does not include any value that could be attributed to interests in undeveloped acreage beyond those tracts for which undeveloped reserves have been estimated.

This report includes: (1) summary economic projections of reserves and cash flow for each reserve category and (2) one-line summaries of basic economic data and reserves for each property evaluated.

Also included in this report is a group of producing overriding royalty and royalty interest properties which are specified by the lease name “Royalty.” The reserves for these properties were projected as one case based on combined historical net production furnished by RKI.

Estimates of reserves for this report were prepared using standard geological and engineering methods generally accepted by the petroleum industry. The reserves in this report have been estimated using deterministic methods. The method or combination of methods utilized in the evaluation of each reservoir included consideration of the stage of development of the reservoir, quality and completeness of basic data, and production history. Recovery from various reservoirs and leases was estimated after consideration of the type of energy inherent in the reservoirs, the structural positions of the properties, and reservoir and well performance. In some instances, comparisons were made to similar properties for which more complete data were available. We have used all methods and procedures that we considered necessary under the circumstances to prepare this report. We have excluded from our consideration all matters as to which the controlling interpretation may be legal or accounting rather than engineering or geoscience.

The estimated reserves and future cash flow amounts in this report are related to hydrocarbon prices. Historical prices through December 2014 were used in the preparation of this report as required by SEC guidelines; however, actual future prices may vary significantly from the SEC prices. In addition, future changes in environmental and administrative regulations may significantly affect the ability of RKI to produce oil and gas at the projected levels. Therefore, volumes of reserves actually recovered and amounts of cash flow actually received may differ significantly from the estimated quantities presented in this report.

 

LaRoche Petroleum Consultants, Ltd.


Benchmark prices used in this report are based on the twelve-month, unweighted arithmetic average of the first day of the month price for the period January 2014 through December 2014. Gas prices are referenced to a Henry Hub (HH) price of $4.35 per MMBtu, as published in “Platts Gas Daily,” and are adjusted for energy content, transportation fees, and regional price differentials. Oil and NGL prices are referenced to a Cushing West Texas Intermediate (WTI) crude oil price of $94.99 per barrel and are adjusted for gravity, crude quality, transportation fees, and regional price differentials. These reference prices are held constant in accordance with SEC guidelines. The weighted average prices over the life of the properties are $86.79 per barrel for oil, $4.27 per MCF for gas, and $28.50 per barrel for NGL.

Lease and well operating expenses were specified by RKI and were accepted as presented without verification. Expenses for the properties operated by RKI include direct lease and field level costs as well as allocated overhead charges, compression costs and marketing expenses. Leases and wells operated by others include all direct expenses as well as general, administrative costs, and overhead costs allowed under the specific joint operating agreements. Lease and well operating costs are held constant in accordance with SEC guidelines.

Capital costs and timing of all investments have been provided by RKI and are included as required for workovers, new development wells, and production equipment. RKI has represented to us that they have the ability and intent to implement their capital expenditure program as scheduled. RKI’s estimates of the cost to plug and abandon the wells net of salvage value are included and scheduled at the end of the economic life of individual properties. These costs are held constant.

LPC has made no investigation of possible gas volume and value imbalances that may have resulted from the overdelivery or underdelivery to the RKI interest. Our projections are based on the RKI interest receiving its net revenue interest share of estimated future gross oil, gas, and NGL production.

Technical information necessary for the preparation of the reserve estimates herein was furnished by RKI or was obtained from state regulatory agencies and commercially available data sources. No special tests were obtained to assist in the preparation of this report. For the purpose of this report, the individual well test and production data as reported by the above sources were accepted as represented together with all other factual data presented by RKI including the extent and character of the interest evaluated.

An on-site inspection of the properties has not been performed nor has the mechanical operation or condition of the wells and their related facilities been examined by LPC. In addition, the costs associated with the continued operation of uneconomic properties are not reflected in the cash flows.

The evaluation of potential environmental liability from the operation and abandonment of the properties is beyond the scope of this report. In addition, no evaluation was made to determine the degree of operator compliance with current environmental rules, regulations, and reporting requirements. Therefore, no estimate of the potential economic liability, if any, from environmental concerns is included in the projections presented herein.

The reserves included in this report are estimates only and should not be construed as exact quantities. They may or may not be recovered; if recovered, the revenues therefrom and the costs related thereto could be more or less than the estimated amounts. These estimates should be accepted with the understanding that future development, production history, changes in regulations, product prices, and operating expenses would probably cause us to make revisions in subsequent evaluations. A portion of these reserves are for behind-pipe

 

LaRoche Petroleum Consultants, Ltd.


zones, undeveloped locations, and producing wells that lack sufficient production history to utilize performance-related reserve estimates. Therefore, these reserves are based on estimates of reservoir volumes and recovery efficiencies along with analogies to similar production. These reserve estimates are subject to a greater degree of uncertainty than those based on substantial production and pressure data. It may be necessary to revise these estimates up or down in the future as additional performance data become available. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geological data; therefore, our conclusions represent informed professional judgments only, not statements of fact.

The results of our third party study were prepared in accordance with the disclosure requirements set forth in the SEC regulations and are intended for public disclosure as an exhibit in filings made with the SEC by RKI.

We have provided RKI with a digital version of the original signed copy of this report letter. In the event there are any differences between the digital version included in filings made by RKI and the original signed report letter, the original signed report letter shall control and supersede the digital version.

The technical persons responsible for preparing the reserve estimates presented herein meet the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. The technical person primarily responsible for overseeing the preparation of reserves estimates herein is William M. Kazmann. Mr. Kazmann is a Professional Engineer licensed in the State of Texas who has forty years of engineering experience in the oil and gas industry. Mr. Kazmann earned his Bachelor of Science and Master of Science degrees in Petroleum Engineering from the University of Texas at Austin and has prepared reserves estimates for his employers and his own companies throughout his career. He has prepared and overseen preparation of reports for public filings for LPC for the past eighteen years. LPC is an independent firm of petroleum engineers, geologists, and geophysicists and are not employed on a contingent basis. Data pertinent to this report are maintained on file in our office.

 

Very truly yours,
LaRoche Petroleum Consultants, Ltd.
State of Texas Registration Number F-1360
/s/ Thomas A. Schob
Thomas A Schob
Licensed Professional Engineer
State of Texas No. 52722

 

/s/ William M. Kazmann
William M. Kazmann
Licensed Professional Engineer
State of Texas No. 45012

TAS:kn

14-916

 

LaRoche Petroleum Consultants, Ltd.

Exhibit 99.5

June 22, 2015

Mr. Tom Divine

RKI Exploration & Production, LLC

210 Park Avenue, Suite 900

Oklahoma City, Oklahoma 73102

Dear Mr. Divine:

At your request, LaRoche Petroleum Consultants, Ltd. (LPC) has estimated the proved reserves and future net cash flow, as of December 31, 2014, to the RKI Exploration & Production, LLC (RKI) interest in certain properties located in the Permian Basin in the states of New Mexico and Texas. The engineering work for this report was completed as of January 22, 2015. This report was prepared to provide RKI with Securities and Exchange Commission (SEC) compliant reserve estimates. We believe that the assumptions, data, methods, and procedures used in preparing this report, as set out below, are appropriate for the purpose of this report. This report has been prepared using constant prices and costs and conforms to our understanding of the SEC guidelines, reserves definitions, and applicable financial accounting rules.

Summarized below are LPC’s estimates of net reserves and future net cash flow. Future net revenue is prior to deducting estimated production and ad valorem taxes. Future net cash flow is after deducting these taxes, operating expenses, and future capital expenditures but before consideration of federal income taxes. The discounted cash flow values included in this report are intended to represent the time value of money and should not be construed to represent an estimate of fair market value. We estimate the net reserves and future net cash flow to the RKI interest, as of December 31, 2014, to be:

 

     Net Reserves      Future Net Cash Flow ($)  

Category

   Oil
(Barrels)
     Gas
(Mcf)
     NGL
(Barrels)
     Total      Present Worth
at 10%
 

Proved Developed

              

Producing

     22,519,186         116,877,586         12,391,412       $ 1,863,257,375       $ 942,787,125   

Non-Producing

     3,414,049         6,049,749         473,671         237,047,172         115,738,133   

Proved Undeveloped

     14,218,542         90,858,430         12,869,653         1,015,850,875         444,788,188   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Proved (1)

  40,151,777      213,785,765      25,734,736    $ 3,116,155,422    $ 1,503,313,446   

 

(1)   The total proved values above may or may not match those values on the total proved summary page that follows this letter due to rounding by the economics program.

The oil reserves include crude oil and condensate. Oil and natural gas liquids (NGL) reserves are expressed in barrels, which are equivalent to 42 United States gallons. Gas reserves are expressed in thousands of standard cubic feet (Mcf) at the contract temperature and pressure bases.

The estimated reserves and future net cash flow shown in this report are for proved developed producing reserves and, for certain properties, proved developed non-producing, and proved undeveloped reserves. This report does not include any value that could be attributed to interests in undeveloped acreage beyond those tracts for which undeveloped reserves have been estimated.

2435 North Central Expressway, Suite 1500 ● Richardson, Texas 75080 ● Phone (214) 363-3337 ● Fax (214) 363-1608


This report includes: (1) summary economic projections of reserves and cash flow for each reserve category and (2) one-line summaries of basic economic data and reserves for each property evaluated.

Also included in this report is a group of producing overriding royalty and royalty interest properties which are specified by the lease name “Royalty.” The reserves for these properties were projected as one case based on combined historical net production furnished by RKI.

Estimates of reserves for this report were prepared using standard geological and engineering methods generally accepted by the petroleum industry. The reserves in this report have been estimated using deterministic methods. The method or combination of methods utilized in the evaluation of each reservoir included consideration of the stage of development of the reservoir, quality and completeness of basic data, and production history. Recovery from various reservoirs and leases was estimated after consideration of the type of energy inherent in the reservoirs, the structural positions of the properties, and reservoir and well performance. In some instances, comparisons were made to similar properties for which more complete data were available. We have used all methods and procedures that we considered necessary under the circumstances to prepare this report. We have excluded from our consideration all matters as to which the controlling interpretation may be legal or accounting rather than engineering or geoscience.

The estimated reserves and future cash flow amounts in this report are related to hydrocarbon prices. Historical prices through December 2014 were used in the preparation of this report as required by SEC guidelines; however, actual future prices may vary significantly from the SEC prices. In addition, future changes in environmental and administrative regulations may significantly affect the ability of RKI to produce oil and gas at the projected levels. Therefore, volumes of reserves actually recovered and amounts of cash flow actually received may differ significantly from the estimated quantities presented in this report.

Benchmark prices used in this report are based on the twelve-month, unweighted arithmetic average of the first day of the month price for the period January 2014 through December 2014. Gas prices are referenced to a Henry Hub (HH) price of $4.35 per MMBtu, as published in “Platts Gas Daily,” and are adjusted for energy content, transportation fees, and regional price differentials. Oil and NGL prices are referenced to a Cushing West Texas Intermediate (WTI) crude oil price of $94.99 per barrel and are adjusted for gravity, crude quality, transportation fees, and regional price differentials. These reference prices are held constant in accordance with SEC guidelines. The weighted average prices over the life of the properties are $86.99 per barrel for oil, $4.29 per MCF for gas, and $27.82 per barrel for NGL.

Lease and well operating expenses were specified by RKI and were accepted as presented without verification. Expenses for the properties operated by RKI include direct lease and field level costs as well as allocated overhead charges, compression costs and marketing expenses. Leases and wells operated by others include all direct expenses as well as general, administrative costs, and overhead costs allowed under the specific joint operating agreements. Lease and well operating costs are held constant in accordance with SEC guidelines.

 

LaRoche Petroleum Consultants, Ltd.


Capital costs and timing of all investments have been provided by RKI and are included as required for workovers, new development wells, and production equipment. RKI has represented to us that they have the ability and intent to implement their capital expenditure program as scheduled. RKI’s estimates of the cost to plug and abandon the wells net of salvage value are included and scheduled at the end of the economic life of individual properties. These costs are held constant.

LPC has made no investigation of possible gas volume and value imbalances that may have resulted from the overdelivery or underdelivery to the RKI interest. Our projections are based on the RKI interest receiving its net revenue interest share of estimated future gross oil, gas, and NGL production.

Technical information necessary for the preparation of the reserve estimates herein was furnished by RKI or was obtained from state regulatory agencies and commercially available data sources. No special tests were obtained to assist in the preparation of this report. For the purpose of this report, the individual well test and production data as reported by the above sources were accepted as represented together with all other factual data presented by RKI including the extent and character of the interest evaluated.

An on-site inspection of the properties has not been performed nor has the mechanical operation or condition of the wells and their related facilities been examined by LPC. In addition, the costs associated with the continued operation of uneconomic properties are not reflected in the cash flows.

The evaluation of potential environmental liability from the operation and abandonment of the properties is beyond the scope of this report. In addition, no evaluation was made to determine the degree of operator compliance with current environmental rules, regulations, and reporting requirements. Therefore, no estimate of the potential economic liability, if any, from environmental concerns is included in the projections presented herein.

The reserves included in this report are estimates only and should not be construed as exact quantities. They may or may not be recovered; if recovered, the revenues therefrom and the costs related thereto could be more or less than the estimated amounts. These estimates should be accepted with the understanding that future development, production history, changes in regulations, product prices, and operating expenses would probably cause us to make revisions in subsequent evaluations. A portion of these reserves are for behind-pipe zones, undeveloped locations, and producing wells that lack sufficient production history to utilize performance-related reserve estimates. Therefore, these reserves are based on estimates of reservoir volumes and recovery efficiencies along with analogies to similar production. These reserve estimates are subject to a greater degree of uncertainty than those based on substantial production and pressure data. It may be necessary to revise these estimates up or down in the future as additional performance data become available. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geological data; therefore, our conclusions represent informed professional judgments only, not statements of fact.

The results of our third party study were prepared in accordance with the disclosure requirements set forth in the SEC regulations and are intended for public disclosure as an exhibit in filings made with the SEC by RKI.

We have provided RKI with a digital version of the original signed copy of this report letter. In the event there are any differences between the digital version included in filings made by RKI and the original signed report letter, the original signed report letter shall control and supersede the digital version.

 

LaRoche Petroleum Consultants, Ltd.


The technical persons responsible for preparing the reserve estimates presented herein meet the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. The technical person primarily responsible for overseeing the preparation of reserves estimates herein is William M. Kazmann. Mr. Kazmann is a Professional Engineer licensed in the State of Texas who has forty years of engineering experience in the oil and gas industry. Mr. Kazmann earned his Bachelor of Science and Master of Science degrees in Petroleum Engineering from the University of Texas at Austin and has prepared reserves estimates for his employers and his own companies throughout his career. He has prepared and overseen preparation of reports for public filings for LPC for the past eighteen years. LPC is an independent firm of petroleum engineers, geologists, and geophysicists and are not employed on a contingent basis. Data pertinent to this report are maintained on file in our office.

 

Very truly yours,
LaRoche Petroleum Consultants, Ltd.
State of Texas Registration Number F-1360
/s/ Thomas A. Schob
Thomas A Schob
Licensed Professional Engineer
State of Texas No. 52722
/s/ William M. Kazmann
William M. Kazmann
Licensed Professional Engineer
State of Texas No. 45012

TAS:kn

15-174

 

LaRoche Petroleum Consultants, Ltd.