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): June 7, 2019
Magnolia Oil & Gas Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-38083 | 81-5365682 | ||
(State or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(I.R.S. Employer
Identification Number) |
Nine Greenway Plaza, Suite 1300
Houston, Texas 77046
(Address of principal executive offices, including zip code)
(713) 842-9050
(Registrants telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
Class A Common Stock, par value $0.0001 | MGY | NYSE | ||
Warrants to purchase Class A Common Stock | MGY.WS | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03 |
Material Modification to Rights of Security Holders. |
The information in Item 8.01 relating to the solicitation of consents from holders of Magnolia Oil & Gas Corporations (the Company) Warrants (as defined below) to amend the Warrant Agreement, dated as of May 4, 2017, by and between Continental Stock Transfer & Trust Company and the Company (the Warrant Agreement), is incorporated herein by reference. If the proposed amendment is approved, the Warrant Agreement will be amended to permit the Company to require that each outstanding Warrant be converted into 0.261 shares of Class A common stock, par value $0.0001 per share, of the Company (the Class A common stock).
Item 8.01 |
Other Events. |
Commencement of Tender Offer and Consent Solicitation
On June 7, 2019, the Company issued a press release announcing the commencement of (i) its offer to each holder of its public and private warrants to purchase one share of Class A common stock for a purchase price of $11.50 per share (the Warrants) to receive 0.29 shares of Class A common stock in exchange for each Warrant tendered by the holder and exchanged pursuant to the offer (the Offer), and (ii) the solicitation of consents (the Consent Solicitation) from holders of the Warrants to amend the Warrant Agreement that governs all of the Warrants to permit the Company to require that each outstanding Warrant be converted into 0.261 shares of Class A common stock (the Warrant Amendment). The Offer and Consent Solicitation are made solely upon the terms and conditions in a Prospectus/Offer to Exchange and other related offering materials that are being distributed to holders of the Warrants. The Offer and Consent Solicitation will be open until 11:59 p.m., Eastern Daylight Time, on July 5, 2019, or such later time and date to which the Company may extend. A copy of the press release is attached hereto as Exhibit 99.1.
Financial Statements
This Current Report on Form 8-K includes:
(i) |
Audited statements of revenues and direct operating expenses of certain properties located in the Giddings Field (the Giddings Assets) for the years ended December 31, 2015, 2016 and 2017, together with the notes thereto; |
(ii) |
Unaudited statements of revenues and direct operating expenses of the Giddings Assets for the three and six months ended June 30, 2018 and 2017, together with the notes thereto; |
(iii) |
Audited financial statements of GulfTex Karnes EFS, LP, as of and for the period from January 1, 2016 to April 27, 2016 and as of and for the year ended December 31, 2015, together with the notes thereto; |
(iv) |
Audited financial statements of GulfTex Energy III, LP as of and for the period from January 1, 2016 to April 27, 2016 and as of and for the year ended December 31, 2015, together with the notes thereto; and |
(v) |
Audited statements of revenues and direct operating expenses of certain properties located in the Eagle Ford Shale (the Acquired Properties) for the years ended December 31, 2015 and 2016 and for the one month ended January 31, 2017. |
The financial statements listed above are attached hereto as Exhibits 99.2, 99.3, 99.4, 99.5 and 99.6, respectively, and are incorporated herein by reference.
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Important Additional Information Has Been Filed with the SEC
Copies of the Schedule TO to be filed in connection with the Offer and the Prospectus/Offer to Exchange will be available free of charge at the website of the U.S. Securities and Exchange Commission (the SEC) SEC at www.sec.gov . Requests for documents may also be directed to Morrow Sodali LLC, toll-free at (800) 662-5200 (banks and brokerage firms, please call (203) 658-9400).
A registration statement on Form S-4 relating to the securities to be issued in the Offer has been filed with the SEC but has not yet become effective. Such securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.
This communication is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the Warrants or an offer to sell or a solicitation of an offer to buy any shares of Class A Common Stock. The Offer and Consent Solicitation are being made only through the Schedule TO and Prospectus/Offer to Exchange, and the complete terms and conditions of the Offer and Consent Solicitation are set forth in the Schedule TO and Prospectus/Offer to Exchange. Holders of the Warrants are urged to read the Schedule TO and Prospectus/Offer to Exchange carefully before making any decision with respect to the Offer and Consent Solicitation because they contain important information, including the various terms of, and conditions to, the Offer and Consent Solicitation. None of the Company, or any of its management or its board of directors, or the Information Agent, the Exchange Agent or the Dealer Manager makes any recommendation as to whether or not holders of Warrants should tender Warrants for exchange in the Offer or consent to the Warrant Amendment in the Consent Solicitation.
Forward looking statements
The information in this release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of present or historical fact included in this release are forward looking statements. When used in this release, the words could, should, will, may, believe, anticipate, intend, estimate, expect, project, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on the Companys current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this release. The Company cautions you that these forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled Risk Factors in the Companys Registration Statement on Form S-4, filed June 7, 2019, as such factors may be updated from time to time in the Companys periodic filings with the SEC, which are available publicly on the SECs website at www.sec.gov .
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Item 9.01 |
Financial Statements and Exhibits. |
(d) |
Exhibits. |
4
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.
MAGNOLIA OIL & GAS CORPORATION | ||||||
Date: June 7, 2019 | ||||||
By: |
/s/ Timothy D. Yang |
|||||
Name: | Timothy D. Yang | |||||
Title: | Executive Vice President, General Counsel and Secretary |
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statement No. 333-226795 on Form S-3 and Registration Statement No. 333-227722 on Form S-8 of Magnolia Oil & Gas Corporation of our report dated May 8, 2018, relating to the statements of revenue and direct operating expenses of the Giddings Assets for the years ended December 31, 2017, 2016 and 2015 (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph relating to the manner of presentation of the revenues and direct operating expenses of the Giddings Assets), appearing in this Current Report on Form 8-K of Magnolia Oil & Gas Corporation dated June 7, 2019.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
June 7, 2019
Exhibit 23.2
Consent of Independent Auditor
We consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-226795) and Form S-8 (No. 333-227722) of Magnolia Oil and Gas Corporation of our report dated June 18, 2018, relating to the financial statements of GulfTex Karnes EFS, LP as of April 27, 2016 and December 31, 2015, and for the period from January 1, 2016 through April 27, 2016, and for the year ended December 31, 2015, appearing in this Current Report on Form 8-K.
We also consent to the reference of our firm under the heading Experts in such Registration Statement on Form S-3.
/S/ RSM US LLP
San Antonio, Texas
June 7, 2019
Exhibit 23.3
Consent of Independent Auditor
We consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333- 226795) and Form S-8 (No. 333-227722) of Magnolia Oil and Gas Corporation of our report dated June 18, 2018, relating to the financial statements of GulfTex Energy III, LP as of April 27, 2016 and December 31, 2015, and for the period from January 1, 2016 through April 27, 2016, and for the year ended December 31, 2015, appearing in this Current Report on Form 8-K.
We also consent to the reference of our firm under the heading Experts in such Registration Statement on Form S-3.
/S/ RSM US LLP
San Antonio, Texas
June 7, 2019
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-226795) and Form S-8 (No. 333-227722) of Magnolia Oil & Gas Corporation of our report dated April 18, 2018, relating to the statements of revenues and direct operating expenses of the properties located in the Eagle Ford Shale (the Acquired Properties), which appears in this Current Report on Form 8-K.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
June 7, 2019
Exhibit 99.1
Magnolia Oil & Gas Corporation Announces Commencement of Exchange Offer and Consent
Solicitation Relating to its Warrants
HOUSTON, TX, June 7, 2019 Magnolia Oil & Gas Corporation (NYSE: MGY) (the Company) announced today that it has commenced an exchange offer (the Offer) and consent solicitation (the Consent Solicitation) relating to its outstanding Warrants (as defined below). The purpose of the Offer and Consent Solicitation is to simplify the Companys capital structure and reduce the potential dilutive impact of the Warrants.
The Offer and Consent Solicitation are being made pursuant to a Prospectus/Offer to Exchange dated June 7, 2019, and the Companys Schedule TO, dated June 7, 2019, each of which are filed with the U.S. Securities and Exchange Commission (the SEC) and more fully set forth the terms and conditions of the Offer and Consent Solicitation. Until the Expiration Date (as defined below), the Company is offering to holders of its Warrants the opportunity to receive 0.29 shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock) of the Company in exchange for each of the outstanding Warrants tendered by the holder and exchanged pursuant to this Offer. The Offer and Consent Solicitation are being made to:
|
All holders of the Companys publicly traded warrants (the Public Warrants) to purchase shares of Class A Common Stock that were issued in connection with the initial public offering (the IPO) of TPG Pace Energy Holdings Corp (the Companys predecessor). Each Public Warrant entitles the holder to purchase one share of Class A Common Stock for a purchase price of $11.50, subject to certain adjustments. The Companys Class A Common Stock and Public Warrants are listed on the NYSE under the symbols MGY and MGY.WS, respectively. As of June 7, 2019, 21,666,650 Public Warrants were outstanding. Pursuant to the Offer, the Company is offering an aggregate of 6,283,328 shares of its Class A Common Stock in exchange for the Public Warrants. |
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All holders of the Companys warrants to purchase shares of Class A Common Stock that were privately issued in connection with the IPO based on an exemption from registration under the Securities Act of 1933, as amended (the Securities Act), referred to as the Private Placement Warrants. The Private Placement Warrants were originally issued to TPG Pace Energy Sponsor, LLC (TPG Sponsor) and were subsequently transferred to permitted transferees of TPG Sponsor, including certain of the Companys directors and executive officers, pursuant to a series of distributions. The Private Placement Warrants entitle the holders to purchase one share of Class A Common Stock for a purchase price of $11.50, subject to adjustments. The terms of the Private Placement Warrants are identical to the Public Warrants, except that such Private Placement Warrants are exercisable for cash or on a cashless basis and are not redeemable by the Company, in each case so long as they are still held by the permitted transferees of TPG Sponsor. The Public Warrants and Private Placement Warrants are referred to collectively as the Warrants. As of June 7, 2019, 10,000,000 Private Placement Warrants were outstanding. Pursuant to the Offer, the Company is offering up to an aggregate of 2,900,000 shares of the Companys Class A Common Stock in exchange for the Private Placement Warrants. |
Concurrently with the Offer, the Company is also soliciting consents from holders of the Warrants to amend the warrant agreement that governs all of the Warrants to permit the Company to require that each outstanding Warrant be converted into 0.261 shares of Class A Common Stock, which is a ratio 10% less than the ratio applicable to the Offer (such amendment, the Warrant Amendment). The Company is conditioning the adoption of the Warrant Amendment on receipt of the consent of holders of 50% of the outstanding Public Warrants and 50% of the outstanding Private Placement Warrants.
Pursuant to a Tender and Support Agreement described in the Prospectus/Offer to Exchange, holders of approximately 89.9% of the Private Placement Warrants and 0.7% of the Public Warrants have committed to participate in the Offer.
The Offer and Consent Solicitation will be open until 11:59 p.m., Eastern Standard Time, on July 5, 2019, or such later time and date to which the Company may extend, as described in the Schedule TO and Prospectus/Offer to Exchange (the Expiration Date). As brokers, custodians and the processes of The Depository Trust Company may require action by holders in advance of the Expiration Date in order to participate in the Offer, holders are urged to consult their broker or custodian regarding the participation procedures and any additional deadlines. Tendered Warrants may be withdrawn by holders at any time prior to such Warrants being accepted by the Company for exchange. The Companys obligation to complete the Offer is not conditioned on the tender of a minimum amount of Warrants. Subject to applicable law, the Company may amend, extend or terminate the Offer and Consent Solicitation at any time.
The Company has engaged Deutsche Bank Securities as the Dealer Manager for the Offer and Consent Solicitation. Any questions or requests for assistance concerning the Offer and Consent Solicitation may be directed to Deutsche Bank Securities at 212-250-5600. Morrow Sodali LLC has been appointed as the Information Agent for the Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company has been appointed as the Exchange Agent.
Important Additional Information Has Been Filed with the SEC
Copies of the Schedule TO and Prospectus/Offer to Exchange will be available free of charge at the website of the SEC at www.sec.gov . Requests for documents may also be directed to Morrow Sodali LLC, toll-free at (800) 662-5200 (banks and brokerage firms, please call (203) 658-9400).
A registration statement on Form S-4 relating to the securities to be issued in the Offer has been filed with the SEC but has not yet become effective. Such securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.
This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the Warrants or an offer to sell or a solicitation of an offer to buy any shares of Class A Common Stock. The Offer and Consent Solicitation are being made only through the Schedule TO and Prospectus/Offer to Exchange, and the complete terms and conditions of the Offer and Consent Solicitation are set forth in the Schedule TO and Prospectus/Offer to Exchange. Holders of the Warrants are urged to read the Schedule TO and Prospectus/Offer to Exchange carefully before making any decision with respect to the Offer and Consent Solicitation because they contain important information, including the various terms of, and conditions to, the Offer and Consent Solicitation. None of the Company, or any of its management or its board of directors, or the Information Agent, the Exchange Agent or the Dealer Manager makes any recommendation as to whether or not holders of Warrants should tender Warrants for exchange in the Offer or consent to the Warrant Amendment in the Consent Solicitation.
About the Company
The Company is a publicly traded oil and gas exploration and production company with operations primarily in South Texas in the core of the Eagle Ford. The Company focuses on generating value for shareholders through steady production growth, strong pre-tax margins, and free cash flow.
Forward looking statements
The information in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of present or historical fact included in this press release are forward looking statements. When used in this press release, the words could, should, will, may, believe, anticipate, intend, estimate, expect, project, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on the Companys current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. The Company cautions you that these forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled Risk Factors in the Companys Registration Statement on Form S-4, filed June 7, 2019, as such factors may be updated from time to time in the Companys periodic filings with the SEC, which are available publicly on the SECs website at www.sec.gov .
Contact Information
Brian Corales
713-842-9036
Exhibit 99.2
Giddings Assets
Statements of Revenues and Direct Operating Expenses
for the Years Ended December 31, 2017, 2016 and 2015
and Independent Auditors Report
GIDDINGS ASSETS
TABLE OF CONTENTS
1 | ||||
STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015: |
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3 | ||||
Notes to Statements of Revenues and Direct Operating Expenses |
4 | |||
SUPPLEMENTAL INFORMATION (UNAUDITED) AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015: |
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6 |
To Management of EnerVest, Ltd. General Partner of the Giddings Assets Houston, Texas |
We have audited the accompanying statements of revenues and direct operating expenses of certain oil and natural gas properties (the Giddings Assets) currently owned by EnerVest Energy Institutional Fund XI-A, L.P., EnerVest Energy Institutional Fund XI-B, L.P., EnerVest Energy Institutional Fund XI-WI, L.P., EnerVest Holding L.P. and EnerVest Wachovia Co-Investment Partnership L.P. (together the Giddings Entities, all of which are under the common management of EnerVest Ltd., as general partner), which are being sold as part of a purchase and sale agreement between the Giddings Entities and TPG Pace Energy Parent LLC, which comprise the statements of revenues and direct operating expenses for each of the three years in the period ended December 31, 2017, and the related notes to the statements of revenues and direct operating expenses.
Managements Responsibility for the Statements of Revenues and Direct Operating Expenses
Management is responsible for the preparation and fair presentation of these statements of revenues and direct operating expenses 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 statements of revenues and direct operating expenses that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these statements of revenues and direct operating expenses 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 statements of revenues and direct operating expenses are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the statements of revenues and direct operating expenses. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the statements of revenues and direct operating expenses, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the preparation and fair presentation of the statements of revenues and direct operating expenses 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 internal control related to the Giddings Assets. 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 statements of revenues and direct operating expenses.
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 statements of revenues and direct operating expenses referred to above present fairly, in all material respects, the statements of revenues and direct operating expenses of the Giddings Assets for each of the three years in the period ended December 31, 2017, in accordance with accounting principles generally accepted in the United States of America.
Emphasis of Matter
As discussed in Note 2 to the statements of revenues and direct operating expenses, the accompanying statements of revenues and direct operating expenses have been prepared for the purposes of presenting the revenues and
1
direct operating expenses of the Giddings Assets and are not intended to be a complete presentation of the financial position, results of operations or cash flows of the Giddings Assets. Our opinion is not modified with respect to this matter.
Disclaimer of Opinion on Supplementary Information
Our audits were conducted for the purpose of forming an opinion on the statements of revenues and direct operating expenses as a whole. The supplemental oil and gas information is presented for the purpose of additional analysis and is not a required part of the statements of revenues and direct operating expenses. This supplementary information is the responsibility of the management of EnerVest, Ltd. Such information has not been subjected to the auditing procedures applied in our audits of the statements of revenues and direct operating expenses and, accordingly it is inappropriate to and we do not express an opinion on the supplementary information referred to above.
/S/ DELOITTE & TOUCHE LLP
Houston, Texas
May 8, 2018
2
STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES
FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015
(dollars in thousands)
Years Ended
December 31, |
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2017 | 2016 | 2015 | ||||||||||
REVENUES: |
||||||||||||
Oil sales |
$ | 31,725 | $ | 28,206 | $ | 42,845 | ||||||
Natural gas sales |
23,486 | 18,973 | 24,806 | |||||||||
Natural gas liquids sales |
16,909 | 13,138 | 15,341 | |||||||||
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Total revenues |
72,120 | 60,317 | 82,992 | |||||||||
DIRECT OPERATING EXPENSES: |
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Lease operating expenses |
26,167 | 26,297 | 34,600 | |||||||||
Production taxes |
3,241 | 2,810 | 3,889 | |||||||||
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Total direct operating expenses |
29,408 | 29,107 | 38,489 | |||||||||
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REVENUES IN EXCESS OF DIRECT OPERATING EXPENSES |
$ | 42,712 | $ | 31,210 | $ | 44,503 | ||||||
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See accompanying notes to the Statements of Revenues and Direct Operating Expenses.
3
NOTES TO STATEMENTS OF REVENUE AND DIRECT OPERATING EXPENSES
FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015
1. |
BACKGROUND AND ORGANIZATION |
The accompanying statements of revenues and direct operating expenses (the Statements) reflect the operations of certain oil and natural gas properties (the Giddings Assets) currently owned by EnerVest Energy Institutional Fund XI-A, L.P., EnerVest Energy Institutional Fund XI-B, L.P., EnerVest Energy Institutional Fund XI-WI, L.P., EnerVest Holding, L.P. and EnerVest Wachovia Co-Investment Partnership, L.P., (together the Giddings Entities) which are being sold as part of a purchase and sale agreement between the Giddings Entities and TPG Pace Energy Parent LLC (the Contribution).
Although the Giddings Entities are not under common control, each are managed by the same managing general partner, EnerVest, Ltd. (EnerVest). The accompanying statements have therefore been presented on a combined basis for reporting purposes.
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation The Giddings Entities did not prepare separate stand-alone historical financial statements for the Giddings Assets during the periods presented. Complete financial statements under generally accepted accounting principles in the United States of America are not available or practicable to produce for the Giddings Assets. Accordingly, the accompanying Statements present the revenues and direct operating expenses of the Giddings Assets on an accrual basis of accounting in lieu of the financial statements required under Rule 305 of Securities and Exchange Commission (the SEC) Regulation SX. Certain costs such as depreciation, depletion, and amortization, accretion of asset retirement obligations, general and administrative expenses, interest and income taxes are omitted. This financial information is not intended to be a complete presentation of the revenues and expenses of the Giddings Assets and may not be representative of future operations due to changes in the business and the exclusion of the omitted information.
Use of Estimates The preparation of the Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and direct operating expenses. These estimates and assumptions are based on managements best estimates and judgment. Actual results may differ from the estimates.
Revenue Recognition Oil, natural gas and natural gas liquids (NGL) revenues are recognized when production is sold to a purchaser at fixed or determinable prices, when delivery has occurred and title has transferred and collectability of the revenue is reasonably assured. The Giddings Entities follow the sales method of accounting for revenues. Under this method of accounting, revenues are recognized based on volumes sold, which may differ from the volume which are entitled based on the Giddings Assets working interest. There were no material gas imbalances during the periods presented.
Direct Operating Expenses Direct operating expenses are recognized when incurred and include (a) lease operating expenses, which consist of gathering and processing expenses, lifting costs, lease and well repairs and maintenance, and other field expenses; and (b) production taxes.
3. |
COMMITMENTS AND CONTINGENCIES |
The Giddings Assets are collateral to various credit facilities of the Giddings Entities.
The activity of the Giddings Assets may become subject to potential claims and litigation in the normal course of operations. While the ultimate impact of any proceedings cannot be predicted with certainty, the Giddings Entities management is currently not aware of any legal or other contingencies that would have a material effect on the Statements.
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4. |
RELATED PARTY TRANSACTIONS |
The Giddings Entities have entered into operating agreements with EnerVest whereby EnerVest Operating, LLC (EVOC), a subsidiary of EnerVest, acts as contract operator of the Giddings Entities oil and natural gas wells. The Giddings Entities reimburse EVOC for direct expenses incurred. A majority of such expenses are charged on an actual basis (i.e., no markup or subsidy is charged or received by EVOC). These costs are included in lease operating expenses and the statements of revenue and direct operating expenses presented herein. Additionally, in its role as contract operator, EVOC also collects proceeds from oil, natural gas and natural gas liquids sales and distributes them to the Giddings Entities and other working interest owners.
5. |
SUBSEQUENT EVENTS |
On March 20, 2018, the Giddings Entities entered into a purchase and sale agreement involving the Giddings Assets with TPG Pace Energy Parent LLC.
The Statements were issued on May 8, 2018, and all subsequent events through that date were considered for purposes of analysis and disclosure.
******
5
SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015
The following tables present the changes in estimated proved developed and estimated proved undeveloped reserves, the standardized measure of discounted future net cash flows and changes therein relating to estimated proved oil, natural gas and NGL reserves for the periods presented. We caution that there are many uncertainties inherent in estimating proved reserve quantities and in projecting future production rates and the timing of development. Accordingly, these estimates are expected to change as further information becomes available. Material revisions of reserve estimates may occur in the future, development and production of the oil, natural gas and NGL reserves may not occur in the periods assumed, and actual prices realized may vary significantly from those used in these estimates. The standardized measure excludes federal income taxes as the Giddings Entities are not subject to federal income taxes. The Giddings Assets are located in Texas and are subject to an entity-level tax, the Texas Margin Tax, at a statutory rate of up to 1.0% of income that is apportioned to Texas.
The estimates of the Giddings Assets proved reserves for the periods presented have been prepared by qualified third-party engineers.
Oil
(MBbls) |
Natural Gas
(Mmcf) |
Natural Gas
Liquids (MBbls) |
Total
MBoe |
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Proved developed and undeveloped reserves: |
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Balance as of December 31, 2014 |
7,673 | 90,588 | 9,179 | 31,950 | ||||||||||||
Revisions of previous estimates |
25 | (5,445 | ) | (335 | ) | (1,217 | ) | |||||||||
Extensions and discoveries |
2,366 | 19,572 | 3,047 | 8,675 | ||||||||||||
Production |
(922 | ) | (10,147 | ) | (1,000 | ) | (3,613 | ) | ||||||||
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Balance as of December 31, 2015 |
9,142 | 94,568 | 10,891 | 35,795 | ||||||||||||
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Revisions of previous estimates |
(3,286 | ) | (23,409 | ) | (3,907 | ) | (11,094 | ) | ||||||||
Extensions and discoveries |
14 | 74 | 15 | 41 | ||||||||||||
Production |
(713 | ) | (8,568 | ) | (811 | ) | (2,952 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2016 |
5,157 | 62,665 | 6,188 | 21,790 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Revisions of previous estimates |
1,132 | 14,125 | 1,406 | 4,892 | ||||||||||||
Purchases of minerals in place |
16 | 2,566 | 41 | 485 | ||||||||||||
Extensions and discoveries |
775 | 4,587 | 815 | 2,354 | ||||||||||||
Production |
(636 | ) | (8,202 | ) | (731 | ) | (2,734 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2017 |
6,444 | 75,741 | 7,719 | 26,787 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Proved developed reserves: |
||||||||||||||||
Balance as of December 31, 2014 |
5,710 | 79,429 | 7,070 | 26,018 | ||||||||||||
Balance as of December 31, 2015 |
5,576 | 68,206 | 6,551 | 23,495 | ||||||||||||
Balance as of December 31, 2016 |
4,676 | 59,278 | 5,606 | 20,162 | ||||||||||||
Balance as of December 31, 2017 |
5,030 | 65,200 | 6,048 | 21,945 | ||||||||||||
Proved undeveloped reserves: |
||||||||||||||||
Balance as of December 31, 2014 |
1,963 | 11,159 | 2,109 | 5,932 | ||||||||||||
Balance as of December 31, 2015 |
3,566 | 26,362 | 4,340 | 12,300 | ||||||||||||
Balance as of December 31, 2016 |
481 | 3,387 | 582 | 1,628 | ||||||||||||
Balance as of December 31, 2017 |
1,414 | 10,541 | 1,671 | 4,842 |
For the year ended December 31, 2017, the Giddings Assets reported extensions and discoveries contributing 2,354 MBoe to proved reserves and are attributable to successful drilling and completion activities. The Giddings Assets had net positive revisions of 4,892 MBoe primarily related to 1,923 Mboe of well performance changes
7
based on wells drilled during the year along with higher commodity prices creating positive revisions of 1,964 Mboe related to previously uneconomic proved undeveloped reserves and 1,005 Mboe related to existing proved undeveloped reserves.
For the year ended December 31, 2016, the Giddings Assets had net negative revisions of 11,094 MBoe primarily related to the reclassification of 8,635 MBoe of proved undeveloped reserves to unproved reserves and 6,687 MBoe due to the decline in commodity prices as compared to 2015. These negative revisions were partially offset by positive revisions of 4,228 Mboe related to well performance changes based on wells drilled during the year.
For the year ended December 31, 2015, the Giddings Assets reported extensions and discoveries contributing 8,675 MBoe in proved reserves and is attributable to successful drilling and completion activities. Additionally, the Giddings Assets had downward revisions of 1,217 MBoe primarily due to the decline of oil prices as compared to 2014.
The standardized measure of discounted future net cash flows from production of proved reserves was developed as follows: (1) Estimates are made of quantities of proved reserves and future periods during which they are expected to be produced based on year-end economic conditions, (2) As specified by the SEC, estimated future cash flows are compiled by applying the twelve month average of the first of the month prices of oil and natural gas related to the proved reserves at year-end, (3) The future cash flows are reduced by estimated production costs, costs to develop and produce the proved reserves and abandonment costs, all based on year-end economic conditions, plus overhead incurred related to the Giddings Assets, and (4) Future net cash flows are discounted to present value by applying a discount rate of 10%.
The present value of future net cash flows does not purport to be an estimate of the fair market value of the Giddings Assets. An estimate of fair value would also take into account, among other things, anticipated changes in future prices and costs, the expected recovery of reserves in excess of proved reserves and a discount factor more representative of the time value of money and the risks inherent in producing oil and natural gas.
The standardized measure of discounted future net cash flows relating to estimated proved oil, natural gas and NGL reserves for the periods presented are as follows (in thousands):
December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Future cash inflows |
$ | 692,654 | $ | 444,755 | $ | 866,183 | ||||||
Future production and development costs |
(330,407 | ) | (240,356 | ) | (483,747 | ) | ||||||
Future income tax expenses |
(3,636 | ) | (2,335 | ) | (4,547 | ) | ||||||
|
|
|
|
|
|
|||||||
Future net cash flows |
358,611 | 202,064 | 377,889 | |||||||||
10% annual discount for estimated timing of cash flows |
(155,594 | ) | (82,001 | ) | (183,028 | ) | ||||||
|
|
|
|
|
|
|||||||
Standardized measure of discounted future net cash flows |
$ | 203,017 | $ | 120,063 | $ | 194,861 | ||||||
|
|
|
|
|
|
8
The principal sources of changes in the standardized measure of discounted future net cash flows for the periods presented are as follows (in thousands):
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Standardized measure at beginning of period |
$ | 120,063 | $ | 194,861 | $ | 432,821 | ||||||
Net changes in prices and production costs |
53,119 | (46,981 | ) | (192,458 | ) | |||||||
Changes in estimated future development costs |
(1,450 | ) | 3,710 | 12,227 | ||||||||
Sales and transfers of oil, natural gas liquids produced, net of production costs |
(42,712 | ) | (31,210 | ) | (44,503 | ) | ||||||
Extensions, discoveries and improved recovery, less related costs |
25,833 | 7 | 20,380 | |||||||||
Purchase of minerals in place |
468 | | | |||||||||
Revisions and other |
18,136 | (21,740 | ) | (93,177 | ) | |||||||
Development costs incurred during the period |
18,086 | 737 | 14,085 | |||||||||
Changes in income taxes |
(671 | ) | 958 | 1,790 | ||||||||
Accretion of 10% timing discount |
12,145 | 19,721 | 43,696 | |||||||||
|
|
|
|
|
|
|||||||
Standardized measure of discounted future net cash flows |
$ | 203,017 | $ | 120,063 | $ | 194,861 | ||||||
|
|
|
|
|
|
9
Exhibit 99.3
Giddings Assets
Unaudited Statements of Revenues and Direct Operating Expenses for
the Three and Six Months Ended June 30, 2018 and 2017
GIDDINGS ASSETS
STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2018 AND 2017
(dollars in thousands)
Three Months Ended
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Revenues : |
||||||||||||||||
Oil sales |
$ | 16,128 | $ | 7,221 | $ | 32,802 | $ | 15,151 | ||||||||
Natural gas sales |
6,657 | 5,837 | 13,610 | 11,719 | ||||||||||||
Natural gas liquids sales |
6,626 | 3,505 | 12,667 | 7,502 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues |
29,411 | 16,563 | 59,079 | 34,372 | ||||||||||||
Direct Operating Expenses : |
||||||||||||||||
Lease operating expenses |
8,689 | 5,045 | 16,971 | 10,376 | ||||||||||||
Production taxes |
1,406 | 758 | 2,752 | 1,563 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total direct operating expenses |
10,095 | 5,803 | 19,723 | 11,939 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Revenues in Excess of Direct Operating Expenses |
$ | 19,316 | $ | 10,760 | $ | 39,356 | $ | 22,433 | ||||||||
|
|
|
|
|
|
|
|
See accompanying notes to the Unaudited Statements of Revenues and Direct Operating Expenses.
- 1 -
GIDDINGS ASSETS
NOTES TO STATEMENTS OF REVENUE AND DIRECT OPERATING EXPENSES (UNAUDITED)
FOR THE THREE AND SIX THREE MONTHS ENDED JUNE 30, 2018 AND 2017
1. |
BACKGROUND AND ORGANIZATION |
The accompanying unaudited statements of revenues and direct operating expenses (the Statements) reflect the operations of certain oil and natural gas properties (the Giddings Assets) previously owned by EnerVest Energy Institutional Fund XI-A, L.P., EnerVest Energy Institutional Fund XI-B, L.P., EnerVest Energy Institutional Fund XI-WI, L.P., EnerVest Holding, L.P. and EnerVest Wachovia Co-Investment Partnership, L.P., (together the Giddings Entities) which were sold as part of a purchase and sale agreement dated March 20, 2018 between the Giddings Entities and TPG Pace Energy Parent LLC and closed on July 31, 2018, the Business Combination.
Although the Giddings Entities are not under common control, each are managed by the same managing general partner, EnerVest, Ltd. (EnerVest). The accompanying statements have therefore been presented on a combined basis for reporting purposes.
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation - The Giddings Entities did not prepare separate stand-alone historical financial statements for the Giddings Assets during the periods presented. Complete financial statements under generally accepted accounting principles in the United States of America are not available or practicable to produce for the Giddings Assets. Accordingly, the accompanying Statements present the revenues and direct operating expenses of the Giddings Assets on an accrual basis of accounting in lieu of the financial statements required under Rule 3-05 of Securities and Exchange Commission (the SEC) Regulation S-X. Certain costs such as depreciation, depletion, and amortization, accretion of asset retirement obligations, general and administrative expenses, interest and income taxes are omitted. This financial information is not intended to be a complete presentation of the revenues and expenses of the Giddings Assets and may not be representative of future operations due to changes in the business and the exclusion of the omitted information. The unaudited statements of revenues and direct operating expenses included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted. The Giddings Entities believe that the presentations and disclosures herein are adequate to make the information not misleading. The unaudited statements of revenues and direct operating expenses reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the interim periods. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. These interim statements of revenues and direct operating expenses should be read in conjunction with the Giddings Assets audited statements of revenues and direct operating expenses and the related notes for the year ended December 31, 2017.
Use of Estimates - The preparation of the Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and direct operating expenses. These estimates and assumptions are based on managements best estimates and judgment. Actual results may differ from the estimates.
Revenue Recognition - Oil, natural gas and natural gas liquids (NGL) revenues are recognized when production is sold to a purchaser at fixed or determinable prices, when delivery has occurred and title has transferred and collectability of the revenue is reasonably assured. The Giddings Entities follow the sales method of accounting for natural gas production imbalances. Under this method of accounting, revenues are recognized based on volumes sold, which may differ from the volume which are entitled based on the Giddings Assets working interest. There were no material gas imbalances during the periods presented.
- 2 -
Direct Operating Expenses - Direct operating expenses are recognized when incurred and include (a) lease operating expenses, which consist of gathering and processing expenses, lifting costs, lease and well repairs and maintenance, and other field expenses; and (b) production taxes.
New Accounting Standards - In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 201409, Revenue from Contracts with Customers (ASU 2014-09) . This ASU, as amended, superseded virtually all of the revenue recognition guidance in generally accepted accounting principles in the United States. The core principle of the fivestep model is that an entity will recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Entities can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. The Giddings Entities plan to implement ASU 2014-09 as of January 1, 2019 using the modified retrospective method. The adoption of this ASU will not have a material impact on the Giddings Assets unaudited statements of revenues and direct operating expenses.
In February 2016, the FASB issued ASU No. 2016-02, Leases . The main objective of ASU 2016-02 is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. ASU 2016-02 requires lessees to recognize assets and liabilities arising from leases on the balance sheet. ASU 2016-02 further defines a lease as a contract that conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Control over the use of the identified asset means that the customer has both (1) the right to obtain substantially all of the economic benefit from the use of the asset and (2) the right to direct the use of the asset. ASU 2016-02 requires disclosures by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. In July of 2018 the FASB issued ASU 2018-11 that allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Giddings Entities plan to adopt this transition relief and apply the provisions of the standard prospectively to leases in effect at the date of adoption. For non-public entities, ASU 2016-02 is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years; early application is permitted. The Giddings Entities will not early adopt this standard. The Giddings Entities will apply the new standard for interim and annual reporting periods starting January 1, 2020 using a modified retrospective approach, including several optional practical expedients related to leases commenced before the effective date. The Giddings Entities are currently evaluating the impact of this standard on its financial statements and has started the assessment process by evaluating the population of leases under the revised definition. The adoption of this standard will result in an increase in the assets and liabilities on the Giddings Entities combined balance sheets. The quantitative impacts of the new standard are dependent on the leases in force at the time of adoption. As a result, the evaluation of the effect of the new standards will extend over future periods.
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01). The main objective of ASU 2017-01 is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments of this ASU provide a screen to determine when asset is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a
- 3 -
business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments of this ASU (i) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (ii) remove the evaluation of whether a market participant could replace missing elements. The Giddings Entities adopted ASU 2017-01 on January 1, 2018, and will apply the ASU prospectively to any acquisitions.
3. |
COMMITMENTS AND CONTINGENCIES |
The Giddings Assets are collateral to various credit facilities of the Giddings Entities. Upon closing of the Business Combination, the Giddings Assets became collateral under TPG Pace Energy Parent LLCs parent company revolving credit facility.
The activity of the Giddings Assets may become subject to potential claims and litigation in the normal course of operations. While the ultimate impact of any proceedings cannot be predicted with certainty, the Giddings Entities management is currently not aware of any legal or other contingencies that would have a material effect on the Statements.
4. |
RELATED PARTY TRANSACTIONS |
The Giddings Entities have entered into operating agreements with EnerVest whereby EnerVest Operating, LLC (EVOC), a subsidiary of EnerVest, acts as contract operator of the Giddings Entities oil and natural gas wells. The Giddings Entities reimburse EVOC for direct expenses incurred. A majority of such expenses are charged on an actual basis (i.e., no mark-up or subsidy is charged or received by EVOC). These costs are included in lease operating expenses and the statements of revenue and direct operating expenses presented herein. Additionally, in its role as contract operator, EVOC also collects proceeds from oil, natural gas and natural gas liquids sales and distributes them to the Giddings Entities and other working interest owners.
5. |
SUBSEQUENT EVENTS |
The Giddings Entities have evaluated subsequent events through August 14, 2018 and have determined, other than those disclosed, there are no events that required disclosure or recognition in these unaudited condensed combined financial statements.
******
- 4 -
Exhibit 99.4
GulfTex Karnes EFS, LP
Financial Statements as of and for the Period Ended April 27,
2016 and the Year Ended December 31, 2015 and
Independent Auditors Report
Contents
1 | ||||
Financial Statements as of and for the Period Ended April 27, 2016, and the Year Ended December 31, 2015 |
||||
2 | ||||
3 | ||||
4 | ||||
5 | ||||
6 | ||||
17 |
Board of Directors and Limited Partners
GulfTex Karnes EFS, LP
Report on the Financial Statements
We have audited the accompanying financial statements of GulfTex Karnes EFS, LP (the Partnership), which comprise the balance sheets as of April 27, 2016 and December 31, 2015, the related statements of income, changes in partners capital, and cash flows for the period from January 1, 2016 through April 27, 2016 and for the year ended December 31, 2015, and the related notes to the financial statements.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these 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 financial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these 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 audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the 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 entitys 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 financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of Matter
As discussed in note 2 to the financial statements, the financial statements as of and for the year ended December 31, 2015, have been restated to correct errors in the accounting of depletion, asset retirement obligations, and debt issuance costs. Our opinion is not modified with respect to this matter.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GulfTex Karnes EFS, LP as of April 27, 2016 and December 31, 2015, and the results of its operations and its cash flows for the period from January 1, 2016 through April 27, 2016 and for the year ended December 31, 2015 in accordance with accounting principles generally accepted in the United States of America.
/S/ RSM US LLP
San Antonio, Texas
June 18, 2018
1
BALANCE SHEETS
April 27, 2016 |
December 31, 2015
(Restated) |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash |
$ | 462,331 | $ | 2,297,553 | ||||
Cash held in escrow |
25,055,000 | | ||||||
Accounts receivable |
8,855,195 | 4,041,452 | ||||||
Current portion of debt issuance costs |
124,445 | | ||||||
Prepaid expenses |
| 9,498 | ||||||
Derivative asset |
1,316,919 | 786,710 | ||||||
|
|
|
|
|||||
Total current assets |
35,813,890 | 7,135,213 | ||||||
Long-term assets: |
||||||||
Property and equipment, net (successful efforts) |
91,038,444 | 65,154,265 | ||||||
Debt issuance costs |
| 165,926 | ||||||
Total long-term assets |
91,038,444 | 65,320,191 | ||||||
|
|
|
|
|||||
Total assets |
$ | 126,852,334 | $ | 72,455,404 | ||||
|
|
|
|
|||||
Liabilities and Partners Capital |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 3,068,407 | $ | 556,696 | ||||
Related-party payable, net |
108,755 | 154,459 | ||||||
Accrued capital expenditures |
21,320,759 | 8,335,080 | ||||||
Other accrued liabilities |
2,208,009 | 632,602 | ||||||
Current portion of credit facility |
14,500,000 | | ||||||
Current portion of note payable |
12,500,000 | 10,000,000 | ||||||
Cash held in escrow |
25,055,000 | | ||||||
Derivative liability |
1,779,579 | 55,122 | ||||||
|
|
|
|
|||||
Total current liabilities |
80,540,509 | 19,733,959 | ||||||
Long-term liabilities: |
||||||||
Credit facility |
| 2,000,000 | ||||||
Note payable |
| 5,833,333 | ||||||
Derivative liability |
12,250 | 3,700 | ||||||
Asset retirement obligations |
71,912 | 61,180 | ||||||
|
|
|
|
|||||
Total long-term liabilities |
84,162 | 7,898,213 | ||||||
Total liabilities |
80,624,671 | 27,632,172 | ||||||
Commitments and contingencies (Note 1) |
||||||||
Partners capital |
46,227,663 | 44,823,232 | ||||||
|
|
|
|
|||||
Total liabilities and partners capital |
$ | 126,852,334 | $ | 72,455,404 | ||||
|
|
|
|
See accompanying notes to the financial statements.
2
STATEMENTS OF INCOME
For the
Period Ended April 27, 2016 |
Year Ended
December 31, 2015 (Restated) |
|||||||
Operating revenue: |
||||||||
Oil sales |
$ | 10,889,523 | $ | 30,026,916 | ||||
Natural gas sales |
971,459 | 2,098,892 | ||||||
Natural gas liquid sales |
170,712 | 1,512,014 | ||||||
Gain (loss) on derivatives |
(595,448 | ) | 2,258,583 | |||||
|
|
|
|
|||||
Total operating revenue |
11,436,246 | 35,896,405 | ||||||
Operating expenses: |
||||||||
Production and operating |
3,043,621 | 5,366,916 | ||||||
Depreciation, depletion and amortization |
6,163,335 | 7,922,107 | ||||||
Accretion of asset retirement obligations |
5,240 | 2,031 | ||||||
Selling, general and administrative |
404,329 | 736,009 | ||||||
|
|
|
|
|||||
Total operating expenses |
9,616,525 | 14,027,063 | ||||||
Income from operations |
1,819,721 | 21,869,342 | ||||||
|
|
|
|
|||||
Interest expense |
415,290 | 1,068,188 | ||||||
Net income |
$ | 1,404,431 | $ | 20,801,154 | ||||
|
|
|
|
See accompanying notes to the financial statements.
3
STATEMENTS OF CHANGES IN PARTNERS CAPITAL
Balance at December 31, 2014 , as previously reported |
$ | 49,015,441 | ||
Restatement Adjustment (Note 2) |
6,637 | |||
|
|
|||
Balance at December 31, 2014 , as restated |
49,022,078 | |||
Distributions |
(25,000,000 | ) | ||
Net incomeyear ended December 31, 2015, as restated |
20,801,154 | |||
|
|
|||
Balance at December 31, 2015 , as restated |
$ | 44,823,232 | ||
Net incomeperiod from January 1, 2016 through April 27, 2016 |
1,404,431 | |||
|
|
|||
Balance at April 27, 2016 |
$ | 46,227,663 | ||
|
|
See accompanying notes to the financial statements.
4
STATEMENTS OF CASH FLOWS
For the
Period Ended April 27, 2016 |
Year Ended
December 31, 2015 (Restated) |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 1,404,431 | $ | 20,801,154 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation, depletion and amortization |
6,163,335 | 7,922,107 | ||||||
Amortization of debt issuance costs |
62,481 | 114,074 | ||||||
Accretion of asset retirement obligations |
5,240 | 2,031 | ||||||
Unrealized loss on derivatives |
1,202,798 | 389,744 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
(4,813,743 | ) | 5,755,193 | |||||
Prepaid expenses |
9,498 | 1,710 | ||||||
Payables |
2,466,007 | (291,222 | ) | |||||
Accrued liabilities |
1,575,407 | 574,430 | ||||||
|
|
|
|
|||||
Net cash provided by operating activities |
8,075,454 | 35,269,221 | ||||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Development of oil and natural gas properties |
(19,056,343 | ) | (29,779,281 | ) | ||||
Cash held in escrow |
25,055,000 | | ||||||
|
|
|
|
|||||
Net cash provided by (used in) investing activities |
5,998,657 | (29,779,281 | ) | |||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Borrowings under credit facility |
12,500,000 | 2,000,000 | ||||||
Payments on credit facility |
| (100,000 | ) | |||||
Proceeds from issuance of note payable |
| 15,833,333 | ||||||
Payments on note payable |
(3,333,333 | ) | | |||||
Debt issuance costs |
(21,000 | ) | (280,000 | ) | ||||
Distributions |
| (25,000,000 | ) | |||||
|
|
|
|
|||||
Net cash provided by (used in) financing activities |
9,145,667 | (7,546,667 | ) | |||||
|
|
|
|
|||||
Net increase (decrease) in cash |
23,219,778 | (2,056,727 | ) | |||||
Cash at beginning of year / period |
2,297,553 | 4,354,280 | ||||||
|
|
|
|
|||||
Cash at end of year / period |
$ | 25,517,331 | $ | 2,297,553 | ||||
|
|
|
|
|||||
Supplemental disclosures of cash flow information: |
||||||||
Cash paid for interest |
$ | 403,667 | $ | 1,034,653 | ||||
|
|
|
|
|||||
Supplemental disclosures of noncash flow activities: |
||||||||
Asset retirement obligations incurred |
$ | 5,492 | $ | 49,451 | ||||
|
|
|
|
|||||
Accrued capital expenditures |
$ | 21,320,759 | $ | 8,335,080 | ||||
|
|
|
|
See accompanying notes to the financial statements.
5
NOTES TO THE FINANCIAL STATEMENTS
Note 1: Summary of Significant Accounting Policies
Reporting entity and nature of operations: GulfTex Karnes EFS, LP (the Partnership) is engaged in the acquisition, development and monetization of oil and natural gas properties. The Partnership has nonoperating interests in oil and natural gas wells in south Texas.
The Partnership grants credit to customers on terms established by management.
A summary of the Partnerships significant accounting policies is as follows.
Any reference to the period ended April 27, 2016 within these financial statements and notes to the financial statements includes activity from January 1, 2016 to April 27, 2016.
Sale of oil and natural gas properties: On April 27, 2016, the Partnership sold substantially all its producing properties to a third party, resulting in a gain of approximately $169,273,000. In connection with the transaction, all outstanding long-term debt and borrowings on the line of credit were paid in full, and distributions totaling approximately $211,000,000 were made to the partners. The Partnership was liquidated and dissolved in 2017.
Variable interest entity: Partnership accounts for the investments it makes in certain legal entities in which equity investors do not have (1) sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support, or (2) as a group, do not have either the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impacts the entitys economic performance or (3) the obligation to absorb the expected losses of the legal entity or the right to receive expected residual returns of the legal entity. The certain legal entities are referred to as variable interest entities (VIEs).
The Partnership consolidates the results of any such entity in which it determined it had a controlling financial interest. The Partnership has a controlling financial interest in such an entity if the Partnership had both the power to direct the activities that most significantly affects the VIEs economic performance and the obligation to absorb the losses of, or right to receive benefits from, the VIE that could be potentially significant to the VIE. On a quarterly basis, the Partnership reassesses whether it has a controlling financial interest in any investments it has in these certain legal entities.
During the period ended April 27, 2016 and for the year ended December 31, 2015, GulfTex Energy III GP, LLC, the general partner of the Partnership, provided contract services to the Partnership. The Partnership funded the operations of GulfTex Energy III GP, LLC through arrangements that solely provided for reimbursement of operating expenditures, with no related gains or losses recognized by GulfTex Energy III GP, LLC.
Management has determined GulfTex Energy III GP, LLC is a VIE because of this subordinated financial support. Management has also determined the member of GulfTex Energy III GP, LLC is the primary beneficiary of the VIE and that the Partnership does not have the power to direct the activities of the VIE that most significantly impact the entitys economic performance.
6
GULFTEX KARNES EFS, LP
NOTES TO THE FINANCIAL STATEMENTS
The following table gives the related significance of GulfTex Energy III GP, LLC as of and for the period ended April 27, 2016 and for the year ended December 31, 2015:
For the Period Ended
April 27, 2016 |
Year Ended
December 31, 2015 |
|||||||
Revenue |
$ | 1,216,726 | $ | 3,982,026 | ||||
|
|
|
|
|||||
Selling, general and administrative expenses |
$ | 1,216,726 | $ | 3,982,026 | ||||
|
|
|
|
|||||
Total assets |
$ | 641,111 | $ | 761,718 | ||||
|
|
|
|
|||||
Current and total liabilities |
$ | 641,111 | $ | 761,718 | ||||
|
|
|
|
Accrual basis of accounting: The Partnership was under the accrual basis of accounting for the period ended April 27, 2016 and for the year ended December 31, 2015.
Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include volumes of oil and natural gas reserves used in calculating depreciation and depletion of oil and natural gas properties, abandonment obligations of proved properties, and impairment of undeveloped properties.
Cash: The Partnerships cash is maintained with a major financial institution in the United States. Deposits with this financial institution may exceed the amount of insurance provided on such deposits; however, the Partnership regularly monitors the financial stability of this financial institution and believes that they are not exposed to any significant default risk.
Cash held in escrow: In connection with the sale described above, a portion of the proceeds were deposited to an escrow account. The balance of the escrow account is available to cure certain claims related to the assets that were sold, such as title disputes or environmental obligations. The remaining balance in the escrow account as of April 27, 2017 was available to the Partnership to use without restriction.
Accounts receivable: The allowance for doubtful accounts is established as losses are estimated to have occurred through a provision for bad debts charged to earnings. Losses are charged against the allowance when management believes the uncollectibility of a receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for doubtful accounts is evaluated on a regular basis by management and is based on historical experience and specifically identified questionable receivables. The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The Partnership did not have an allowance for doubtful accounts at April 27, 2016 or December 31, 2015, as management considered all accounts receivable to be fully collectible.
Revenue recognition: The Partnership recognizes revenues from the sales of oil and natural gas upon transfer of title and net of royalties, in the period of delivery. Settlements for oil and natural gas sales can occur up to two months after the end of the month in which the oil and natural gas were produced. Management estimates and accrues for the value of these sales using information available to it at the time the financial statements are generated.
7
GULFTEX KARNES EFS, LP
NOTES TO THE FINANCIAL STATEMENTS
The Partnership uses the sales method for recording natural gas sales. Sales of natural gas applicable to the Partnerships interest in producing natural gas leases are recorded as revenue when the natural gas is metered and title transferred pursuant to the natural gas sales contracts covering its interest in natural gas reserves. During such times as the Partnerships sales of natural gas exceed its pro rata ownership in a well, the amount not attributable to its ownership in the underlying property is recorded as a natural gas imbalance liability. At April 27, 2016 and December 31, 2015, there were no material natural gas imbalances.
Oil and natural gas properties: The Partnership follows the successful efforts method of accounting for oil and natural gas acquisition, exploration, development and production costs. Under this method, exploration costs, including geological and geophysical costs, delay rentals on undeveloped leases and exploratory dry hole costs are charged to expense as incurred. Intangible drilling and development costs are capitalized on successful wells. Lease acquisition costs are capitalized as incurred.
The Partnership capitalizes interest on wells-in-progress where exploratory activities are ongoing. The cost of properties sold or retired and the related depreciation, depletion and amortization are removed from the accounts in the period of sale or disposition, with any resulting gain or loss recognized currently.
Depreciation, depletion and amortization of all capitalized costs of proved oil and natural gas producing properties are computed using the units-of-production method at the field level, as the related proved reserves are produced.
The Partnership reviews its proved oil and natural gas properties for impairment whenever events and circumstances indicate a decline in the recoverability of their carrying value. The Partnership estimates the expected undiscounted future cash flows of its oil and natural gas properties and compares such future cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount was recoverable.
The factors used to determine fair value include, but are not limited to, estimates of anticipated production, capital expenditures, future commodity prices and a discount rate commensurate with the risk on the properties. During the period ended April 27, 2016 and for the year ended December 31, 2015, the Partnership did not recognize any loss.
On the sale or retirement of a complete unit of a proved property, the cost and related accumulated depreciation, depletion and amortization are eliminated from the property accounts, and the resultant gain or loss is recognized. On the retirement or sale of a partial unit of proved property, the cost and related accumulated depreciation, depletion and amortization apportioned to the interest retired or sold are eliminated from the property accounts, and the resulting gain or loss is recognized.
On the sale of an entire interest in an unproved property, gain or loss on the sale is recognized, taking into consideration the amount of any recorded impairment if the property had been assessed individually. If a partial interest in an unproved property is sold, the amount received is treated as a reduction of the cost of the interest retained.
Other property and equipment: Other property and equipment is comprised primarily of equipment, leasehold improvements and furniture carried at cost. Renewals and betterments that substantially extend the useful lives of the assets are capitalized. Maintenance and repairs are expensed when incurred. When fixed assets are retired the cost and accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in income.
Depreciation is provided using the straight-line method over the estimated useful lives of the assets, ranging from five to eight years. Amortization expense is computed using the straight-line method over the shorter of the
8
GULFTEX KARNES EFS, LP
NOTES TO THE FINANCIAL STATEMENTS
estimated useful lives of the assets or the period of the related lease. The Partnership reviews the carrying value of other property and equipment for impairment whenever events and circumstances indicate the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The Partnership did not recognize an impairment loss for other property and equipment for the period ended April 27, 2016 and for the year ended December 31, 2015.
Asset retirement obligations: The Partnership follows the provisions of the Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 410, Asset Retirement and Environmental Obligations (ASC 410), which generally applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset. ASC 410 requires the Partnership to recognize an estimated liability for costs associated with the abandonment of its oil and natural gas properties.
A liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset is recorded at the time a well is completed or acquired. The increased carrying value is depleted using the units-of-production method and the discounted liability is increased through accretion over the remaining life of the respective oil and natural gas properties.
The estimated liability is based on historical industry experience in abandoning wells, including estimated economic lives, inflation, market risk premiums, cost of capital, external estimates as to the cost to abandon the wells in the future and federal and state regulatory requirements. Revisions to the liability could occur due to changes in the estimated abandonment costs, changes in well economic lives, or if federal or state regulators enact new requirements regarding the abandonment of wells.
The reconciliation of the Partnerships liability for well plugging and abandonment costs is as follows:
For the Period Ended
April 27, 2016 |
Year Ended
December 31, 2015 (Restated) |
|||||||
Balance at beginning of year |
$ | 61,180 | $ | 9,698 | ||||
Liabilities incurred or acquired |
5,492 | 49,451 | ||||||
Accretion expense |
5,240 | 2,031 | ||||||
|
|
|
|
|||||
Balance at end of year |
$ | 71,912 | $ | 61,180 | ||||
|
|
|
|
Income taxes: The Partnerships earnings flow directly through to its partners and members for United States federal income tax purposes. Therefore, there is no provision for federal income taxes in the accompanying financial statements. The Partnership is subject to the provisions of the Texas gross margin tax, which was not material.
In accordance with ASC Topic 740, Income Taxes , management evaluated the Partnerships tax positions and concluded the Partnership has taken no uncertain tax positions that require adjustment to the financial statements.
Accounting for price risk management activities: The Partnership engages in price risk management activities for nontrading purposes to manage market risks associated with certain commodity purchase and sale commitments. The Partnership does not engage in speculative trading. The Partnership entered into agreements to hedge the risk of future oil and gas price fluctuations. Such agreements are in the form of costless collars, which limit the impact of price fluctuations with respect to the Partnerships sale of oil and gas. During 2015, the Partnership entered into an interest rate swap agreement to hedge its floating interest rate on a term note payable. The agreement was terminated in connection with the payoff of the term note payable, as discussed above.
9
GULFTEX KARNES EFS, LP
NOTES TO THE FINANCIAL STATEMENTS
The Partnership reports the fair value of its derivatives on the balance sheets in derivate assets and derivative liabilities as either current or noncurrent based on the timing of expected cash flows of individual contracts. The Partnership reports these amounts on a gross basis by contract. The Partnership has elected not to designate its derivatives as hedging instruments. The realized derivative gains or losses, which are determined by actual derivative settlements during the period and the changes in the fair value of derivatives are recorded immediately to earnings as Derivatives gain (loss), net in the statements of income.
Contingencies: Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Partnership, but which will only be resolved when one or more future events occur or fail to occur. The Partnerships management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Partnership or unasserted claims that may result in such proceedings, the Partnerships legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Partnerships financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Environmental: The Partnership is subject to extensive federal, state, and local environmental laws and regulations. These laws, which are constantly changing, regulate the discharge of materials into the environment and may require the Partnership to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites. Environmental expenditures are expensed or capitalized depending on their future economic benefit. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefits are expensed. Liabilities for expenditures of a noncapital nature are recorded when environmental assessment and/or remediation is probable, and the costs can be reasonably estimated.
Risks and uncertainties: The Partnerships future financial condition and results of operations are highly dependent on the demand and prices received for oil and natural gas production. Oil and natural gas prices have historically been volatile and the Partnership expects such volatility to continue in the future. Prices for oil and natural gas are subject to wide fluctuation in response to relatively minor changes in the supply of, and demand for, oil and natural gas, market uncertainty and a variety of additional factors beyond the Partnerships control. These factors include the supply of oil and natural gas, the level of consumer demand, weather conditions, government regulations and taxes, the price and availability of alternative fuels and overall economic conditions. A decline in oil or natural gas prices may adversely affect the Partnerships cash flow, liquidity and profitability. Lower oil or natural gas prices also may reduce the level of the Partnerships oil and natural gas that can be produced economically.
Subsequent Events: The Partnership evaluated subsequent events through June 15, 2018, the date in which the financial statements were available to be issued.
10
GULFTEX KARNES EFS, LP
NOTES TO THE FINANCIAL STATEMENTS
Note 2: Restatement of Previously Issued Financial Statements
Subsequent to the original issuance of the Partnerships 2015 financial statements, management identified certain errors that require the restatement of the 2015 financial statements as follows.
Depreciation, Depletion, and Amortization: The Partnership has restated its previously issued financial statements as of and for the year ended December 31, 2015 due to an error in accounting for depletion. The Partnership incorrectly reported the depreciation, depletion, and amortization within the statement of income and accumulated depreciation, depletion, and amortization within the balance sheet. Depreciation, depletion, and amortization of all capitalized costs of proved oil and natural gas producing properties are computed using the units-of-production method at the field level, as the related proved reserves are produced. The depreciation, depletion, and amortization have been updated to utilize a reserve report in accordance with U.S. GAAP definitions. The Partnerships balance sheet, statement of income, statement of changes in partners capital, and statement of cash flows as of and for the year ended December 31, 2015 have been restated to correct this error.
Asset Retirement Obligations: The Partnership has restated its previously issued financial statements as of and for the year ended December 31, 2015, and partners capital at December 31, 2014, due to an error in accounting for asset retirement obligations. The Partnership incorrectly reported the asset retirement obligation within the balance sheet and accretion expense within the statement of income. The Partnership uses significant inputs to calculate the asset retirement obligation, including estimates and timing of costs to be incurred, the credit adjusted discount rates and inflation rates. The asset retirement obligation has been updated to utilize a credit adjusted discount rate reflective of the Partnerships income. The Partnerships balance sheet, statement of income, statement of changes in partners capital, and statement of cash flows as of and for the year ended December 31, 2015, as well as partners capital at December 31, 2014, have been restated to correct this error.
Debt Issuance Costs: The Partnership has restated its previously issued financial statements for the year ended December 31, 2015, due to an error in accounting for debt issuance costs. The Partnership incorrectly reported the debt issuance costs within selling, general, and administrative expense on the statement of income. The debt issuance costs have been capitalized and amortized over the term of the line of credit. The Partnerships balance sheet, statement of income, statement of changes in partners capital, and statement of cash flows as of and for the year ended December 31, 2015 have been restated to correct this error.
11
GULFTEX KARNES EFS, LP
NOTES TO THE FINANCIAL STATEMENTS
The following table summarizes the impact of these error corrections on the accompanying financial statements:
2015
(As Previously Reported) |
Error in
Accounting for Asset Retirement Obligations |
Error in
Accounting for Depreciation, Depletion, and Amortization |
Error in
Accounting for Debt Issuance Costs |
2015
(As Restated) |
||||||||||||||||
Balance Sheet |
||||||||||||||||||||
Property and equipment net |
$ | 64,928,310 | $ | (867,429 | ) | $ | 1,093,384 | $ | | $ | 65,154,265 | |||||||||
Debt issuance costs |
| | | 165,926 | 165,926 | |||||||||||||||
Total assets |
72,063,523 | (867,429 | ) | 1,093,384 | 165,926 | 72,455,404 | ||||||||||||||
Asset retirement obligations |
956,405 | (895,225 | ) | | | 61,180 | ||||||||||||||
Total liabilities |
28,527,397 | (895,225 | ) | | | 27,632,172 | ||||||||||||||
Partners capital GulfTex Karnes EFS, LP |
43,536,126 | 27,796 | 1,093,384 | 165,926 | 44,823,232 | |||||||||||||||
Statement of Income |
||||||||||||||||||||
Depreciation, depletion, and amortization |
9,009,271 | 6,220 | (1,093,384 | ) | | 7,922,107 | ||||||||||||||
Accretion of asset retirement obligations |
29,410 | (27,379 | ) | | | 2,031 | ||||||||||||||
Selling, general, and administrative |
1,016,009 | | | (280,000 | ) | 736,009 | ||||||||||||||
Total operating expenses |
15,421,606 | (21,159 | ) | (1,093,384 | ) | (280,000 | ) | 14,027,063 | ||||||||||||
Income from operations |
20,474,799 | 21,159 | 1,093,384 | 280,000 | 21,869,342 | |||||||||||||||
Interest expense |
954,114 | | | 114,074 | 1,068,188 | |||||||||||||||
Net income |
19,520,685 | 21,159 | 1,093,384 | 165,926 | 20,801,154 | |||||||||||||||
Statement of Cash Flows |
||||||||||||||||||||
Net income |
19,520,685 | 21,159 | 1,093,384 | 165,926 | 20,801,154 | |||||||||||||||
Depreciation, depletion, and amortization |
9,009,271 | 6,220 | (1,093,384 | ) | | 7,922,107 | ||||||||||||||
Amortization of debt issuance costs |
| | | 114,074 | 114,074 | |||||||||||||||
Accretion of asset retirement obligations |
29,410 | (27,379 | ) | | | 2,031 |
In addition to the errors corrected and described here in note 2, certain reclassifications have been made to the previously issued financial statements that resulted in no effect on partners capital or net income.
Note 3: Property and Equipment
Property and equipment consist of the following:
April 27, 2016 |
December 31, 2015
(Restated) |
|||||||
Proved oil and natural gas properties |
$ | 103,546,918 | $ | 72,164,549 | ||||
Facilities |
5,850,110 | 5,184,965 | ||||||
|
|
|
|
|||||
109,397,028 | 77,349,514 | |||||||
Less accumulated depreciation, depletion and amortization |
(18,358,584 | ) | (12,195,249 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | 91,038,444 | $ | 65,154,265 | ||||
|
|
|
|
12
GULFTEX KARNES EFS, LP
NOTES TO THE FINANCIAL STATEMENTS
Note 4: Derivative Instruments
Commodity derivative instruments: The Partnership uses derivative instruments to manage its exposure to cash-flow variability from commodity-price risk inherent in its oil and natural gas production. The transactions are in the form of oil collars and are recorded at fair value on the balance sheets and any gains and losses are recognized in current period earnings.
Each collar transaction has an established price floor and ceiling. When the settlement price is below the price floor established by these collars, the Partnership receives an amount from its counterparty equal to the difference between the settlement price and the price floor multiplied by the hedged contract volume. When the settlement price is above the price ceiling established by these collars, the Partnership pays its counterparty an amount equal to the difference between the settlement price and the price ceiling multiplied by the hedged contract volume.
The following table represents the hedged volumes and weighted average oil price associated with the Partnerships outstanding oil collars as of April 27, 2016.
Instrument |
Period Covered |
Hedged Volume (Bbl) |
Weighted Average Floor Price |
Weighted Average Ceiling Price |
||||
Costless Collars |
May - December 2016 | 368,000 | $40.50 | $44.87 |
Interest rate derivatives: The Partnership entered into an interest rate swap to hedge its floating interest rate related to its debt instruments. The following table represents the notional amounts and weighted average interest rates associated with the Partnerships outstanding interest rate swap as of April 27, 2016.
Instrument |
Maturity |
Notional
Amount |
Fixed Rate | |||||||
Interest rate swap |
April 17, 2017 | $ | 12,500,000 | 4.49 | % |
The agreement was terminated in connection with the payoff of the term note payable, as discussed in Note 1.
Derivative fair value and gains (losses): The following table presents the fair value of the Partnerships derivative instruments. The Partnerships derivatives are presented as separate line items in the balance sheets as current and noncurrent derivative assets and liabilities based on the expected settlement dates of the instruments.
The fair value amounts are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under the terms of the Partnerships master netting arrangements. See Note 5 for further discussion related to the fair value of the Partnerships derivatives.
Assets | Liabilities | |||||||||||||||
April 27, 2016 | December 31, 2015 | April 27, 2016 | December 31, 2015 | |||||||||||||
Derivative Instruments: |
||||||||||||||||
Current amounts |
||||||||||||||||
Commodity contracts |
$ | 1,316,919 | $ | 786,710 | $ | 1,779,579 | $ | 55,122 | ||||||||
Noncurrent amounts |
||||||||||||||||
Interest rate swaps |
| | 12,250 | 3,700 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total derivative instruments |
$ | 1,316,919 | $ | 786,710 | $ | 1,791,829 | $ | 58,822 | ||||||||
|
|
|
|
|
|
|
|
13
GULFTEX KARNES EFS, LP
NOTES TO THE FINANCIAL STATEMENTS
Gains and losses on derivative instruments are reported in the statements of income. The following table represents the Partnerships reported gains (losses) on derivative instruments for the periods presented:
For the Period Ended
April 27, 2016 |
Year Ended
December 31, 2015 |
|||||||
Changes in fair value of derivative instruments |
$ | (1,202,798 | ) | $ | (389,744 | ) | ||
Net derivative settlements |
607,350 | 2,648,327 | ||||||
|
|
|
|
|||||
Gain (loss) on derivatives |
$ | (595,448 | ) | $ | 2,258,583 | |||
|
|
|
|
Offsetting of derivative assets and liabilities: The following table presents the Partnerships gross and net derivative assets and liabilities.
Gross Amount
Presented on Balance Sheet |
Netting
Adjustments (a) |
Net
Amount |
||||||||||
As of April 27, 2016: |
||||||||||||
Derivative assets with the right of offset or master netting agreements |
$ | 1,316,919 | $ | (1,316,919 | ) | $ | | |||||
Derivative liabilities with the right of offset or master netting agreements |
(1,791,829 | ) | $ | 1,316,919 | (474,910 | ) | ||||||
As of December 31, 2015: |
||||||||||||
Derivative assets with the right of offset or master netting agreements |
$ | 786,710 | $ | (58,822 | ) | $ | 727,888 | |||||
Derivative liabilities with the right of offset or master netting agreements |
(58,822 | ) | 58,822 | |
(a) |
To mitigate our risk of loss due to default, we have entered into master netting agreements with counterparties to our commodity derivative financial instruments that allow us to offset our asset position with our liability position in the event of a default by the counterparty. |
Note 5: Fair Value Measurements and Disclosures
The requirements of ASC 820, Fair Value Measurements and Disclosures, apply to all financial instruments and all nonfinancial assets and nonfinancial liabilities that are being measured and reported on a fair value basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair Value Measurements and Disclosures also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into the following three levels:
Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs are observable, other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Inputs are unobservable and are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
14
GULFTEX KARNES EFS, LP
NOTES TO THE FINANCIAL STATEMENTS
The following tables present assets and (liabilities) measured at fair value on a recurring basis as reported on the balance sheets as of April 27, 2016 and December 31, 2015, and by level within the fair value measurement hierarchy:
The Partnership obtains fair value measurements for derivative instruments from reputable pricing services. The fair value measurements consider observable data that may include dealer quotes, market spreads, live trading levels and other such data.
Level 1 | Level 2 | Level 3 |
Total Fair
Value |
|||||||||||||
As of April 27, 2016: |
||||||||||||||||
Assets: |
||||||||||||||||
Crude derivatives |
$ | | $ | 1,316,919 | $ | | $ | 1,316,919 | ||||||||
Liabilities: |
||||||||||||||||
Crude derivatives |
| (1,779,579 | ) | | (1,779,579 | ) | ||||||||||
Interest rate derivatives |
| (12,250 | ) | | (12,250 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | | $ | (474,910 | ) | $ | | $ | (474,910 | ) | ||||||
|
|
|
|
|
|
|
|
|||||||||
As of December 31, 2015: |
||||||||||||||||
Assets: |
||||||||||||||||
Crude derivatives |
$ | | $ | 786,710 | $ | | $ | 786,710 | ||||||||
Liabilities: |
||||||||||||||||
Crude derivatives |
| (55,122 | ) | $ | | (55,122 | ) | |||||||||
Interest rate derivatives |
| (3,700 | ) | | (3,700 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | | $ | 727,888 | $ | | $ | 727,888 | ||||||||
|
|
|
|
|
|
|
|
Note 6: Debt
In April 2014, the Partnership entered into a credit agreement that allows borrowings up to $100,000,000 at the prime rate plus 0.5 percent, subject to a $35,000,000 borrowing base at April 27, 2016. The credit facility matures on April 16, 2017 and is fully collateralized by all assets of the Partnership. As of April 27, 2016 and December 31, 2015, there were outstanding borrowings under the credit agreement totaling $14,500,000 and $2,000,000, respectively. In connection with the sale described in Note 1, the credit facility was paid in full on April 29, 2016.
As of April 27, 2016, and December 31, 2015, the Partnership had debt issuance costs net of accumulated amortization of $124,445 and $165,926, respectively, related to its credit facility. For the period ended April 27, 2016 and for the year ended December 31, 2015, the Partnership recorded amortization expense related to debt issuance costs of $62,481 and $114,074, respectively.
The Partnership entered into a note with a bank bearing interest at the prime rate plus 0.5 percent, which was collateralized by all assets of the partnership. As of April 27, 2016 and December 31, 2015, outstanding balances were $12,500,000 and $15,8333,333, respectively. At April 27, 2016 and December 31, 2015, the effective interest rate was 4.25% and 4.00%, respectively. In connection with the sale described in Note 1, the total principal plus accrued interest was paid in full on April 29, 2016.
15
GULFTEX KARNES EFS, LP
NOTES TO THE FINANCIAL STATEMENTS
Note 7: Major Customers
For the period ended April 27, 2016 and the year ended December 31,2015, substantially all sales were derived from two operators.
Note 8: Related-Party Transactions
GulfTex Energy III GP, LLC, the general partner of the Partnership, provided contract services to the Partnership. During the period ended April 27, 2016 and for the year ended December 31, 2015, GulfTex Energy III, GP charged the Partnership $135,190 and $398,205, respectively, for selling, general and administrative expenses. At April 27, 2016 and December 31, 2015, the Partnership had $108,755 and $154,459 payable, respectively, to GulfTex Energy III, GP.
16
SUPPLEMENTAL OIL AND NATURAL GAS DISCLOSURES
(UNAUDITED)
Net capitalized costs related to the Partnerships oil and natural gas producing activities for the period ended April 27, 2016 and for the year ended December 31, 2015, were as follows:
For the Period Ended
April 27, 2016 |
Year Ended
December 31, 2015 |
|||||||
Acquisition costs: |
||||||||
Proved properties |
$ | | $ | | ||||
Unproved properties |
| | ||||||
Development costs |
32,042,022 | 32,841,747 | ||||||
|
|
|
|
|||||
Total |
$ | 32,042,022 | $ | 32,841,747 | ||||
|
|
|
|
Oil and Natural Gas Reserve Quantities
The reserve information presented below is based on estimates of net proved reserves as of December 31, 2015 that were prepared in accordance with guidelines established by the Securities and Exchange Commission (SEC). Proved oil and natural gas reserves are the estimated quantities of oil and natural gas that geological and engineering data demonstrate, with reasonable certainty, to be recoverable in future years from known reservoirs under economic and operating conditions (i.e., prices and costs) existing at the time the estimate is made. Proved developed oil and gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. A variety of methodologies are used to determine the Partnerships proved reserve estimates. The primary methodologies used are decline curve analysis, advance production type curve matching, petro physics/log analysis and analogy. Some combination of these methods is used to determine reserve estimates across substantially all the Partnerships properties. Reserve estimates are inherently imprecise and estimates of undeveloped locations are more imprecise than estimates of established proved producing locations. Accordingly, the Partnerships reserve estimates are expected to change as future information becomes available. The Partnerships proved reserves are located entirely within the United States.
Proved oil and natural gas reserves were based on the unweighted arithmetic average of the first day of the month prices for the 12-month period before the reporting date. For the year ended December 31, 2015, benchmark prices used were $50.28 per Bbl for oil and $2.58 per MMBtu for natural gas. The West Texas Intermediate price is used for oil prices and the Henry Hub price is used for natural gas. Natural gas liquids prices were based on the historical relationship between the prices actually received and the benchmark WTI oil prices. All prices are then further adjusted for quality, transportation fees and regional price differentials. For the year ended December 31, 2015, the average resulting prices after adjustments were $46.82 per Bbl for oil, $2.69 per MMBtu for natural gas and $15.80 for natural gas liquids.
17
GULFTEX KARNES EFS, LP
SUPPLEMENTAL OIL AND NATURAL GAS DISCLOSURES
(UNAUDITED)
The following table sets forth information regarding the Partnerships estimated net proved developed and proved undeveloped oil and natural gas reserve quantities:
Oil
(MBbls) |
Natural
Gas (MMcf) |
Natural Gas
Liquids (MBbls) |
Total
(MBoe) |
|||||||||||||
Proved developed and undeveloped reserves: |
||||||||||||||||
Balance as of December 31, 2014 |
21,269 | 18,202 | 3,119 | 27,422 | ||||||||||||
Extensions and discoveries |
2,187 | 4,018 | 563 | 3,420 | ||||||||||||
Production |
(661 | ) | (741 | ) | (100 | ) | (885 | ) | ||||||||
Revisions of previous estimates |
(10,257 | ) | (2,773 | ) | (949 | ) | (11,668 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2015 |
12,538 | 18,706 | 2,633 | 18,289 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Proved developed reserves: |
||||||||||||||||
Balance as of December 31, 2014 |
2,604 | 1,910 | 327 | 3,250 | ||||||||||||
Balance as of December 31, 2015 |
6,708 | 9,376 | 1,314 | 9,585 | ||||||||||||
Proved undeveloped reserves: |
||||||||||||||||
Balance as of December 31, 2014 |
18,665 | 16,292 | 2,792 | 24,172 | ||||||||||||
Balance as of December 31, 2015 |
5,830 | 9,330 | 1,319 | 8,704 |
For the year ended December 31, 2015, extensions and discoveries contributed 3,420 MBoe in the Partnerships proved reserves and is attributable to successful drilling and completion activities. Additionally, the Partnership had net negative revisions of 11,668 MBoe. The revisions were mainly due to the decrease in oil prices as compared to 2014.
Standardized Measure of Discounted Future Net Cash Flows
The following summarizes the policies used in the preparation of the accompanying oil and natural gas reserve disclosures, standardized measures of discounted future net cash flows from proved oil and natural gas reserves and the reconciliations of standardized measures from year to year. The standardized measure is intended to be a comparative benchmark value rather than an estimate of fair value.
The standardized measure of discounted future net cash flows from production of proved reserves was developed as follows: (1) estimates are made of quantities of proved reserves and future periods during which they are expected to be produced based on year-end economic conditions, (2) the estimated future cash flows are compiled by applying the twelve month average of the first of the month prices of oil and natural gas relating to the Partnerships proved reserves at year-end, (3) the future cash flows are reduced by estimated production costs, costs to develop and produce the proved reserves and abandonment costs, all based on year-end economic conditions, plus Partnership overhead incurred, and (4) future net cash flows are discounted to present value by applying a discount rate of 10%.
The assumptions used to compute the standardized measure are those prescribed by the FASB and the SEC. These assumptions do not necessarily reflect the Partnerships expectations of actual revenues to be derived from those reserves, nor their present value. In addition, variations from the expected production rate also could result directly or indirectly from factors outside of the Partnerships control, such as unexpected delays in development, changes in prices or regulatory or environmental policies. The reserve valuation further assumes that all reserves will be disposed of by production. If reserves are sold in place, additional economic considerations could also affect the amount of cash eventually realized. Future development and production costs are calculated by
18
GULFTEX KARNES EFS, LP
SUPPLEMENTAL OIL AND NATURAL GAS DISCLOSURES
(UNAUDITED)
estimating the expenditures to be incurred in developing and producing the proved oil and natural gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions.
As a limited partnership excluded from the standardized measure of discounted future net cash flows, the Partnership is not subject to federal income taxes. The Partnership is subject to the Texas franchise tax, which is an entity-level tax at a statutory rate of up to 1.0% of a portion of gross revenue apportioned to Texas.
The following table presents the standardized measure of discounted net cash flows related to proved oil and natural gas reserves for the year ended December 31, 2015:
Year Ended
December 31, 2015 |
||||
Future oil, natural gas sales and NGLs sales |
$ | 678,976,900 | ||
Future production costs |
(201,200,200 | ) | ||
Future development costs |
(84,577,400 | ) | ||
Future income tax expense |
(3,564,629 | ) | ||
|
|
|||
Future net cash flows |
389,634,671 | |||
10% annual discount |
(191,693,500 | ) | ||
|
|
|||
Standardized measure of discounted future net cash flows |
$ | 197,941,171 | ||
|
|
The present value (at a 10% annual discount) of future net cash flows from the Partnerships proved reserves is not necessarily the same as the current market value of its estimated oil and natural gas reserves. The Partnership bases the estimated discounted future net cash flows from its proved reserves, as described above, in accordance with the applicable accounting guidance. Actual future net cash flows from the Partnerships oil and natural gas properties will also be affected by factors such as actual prices the Partnership receives for oil and natural gas, the amount and timing of actual production, supply of and demand for oil and natural gas and changes in governmental regulations or taxation.
A summary of changes in the standardized measure of discounted future net cash flows is as follows for the year ended December 31, 2015:
Year Ended
December 31, 2015 |
||||
Balance at beginning of the period |
$ | 675,687,582 | ||
Net change in prices and production costs |
(288,095,277 | ) | ||
Net change in future development costs |
2,732,551 | |||
Sales of oil, natural gas and NGLs, net of production costs |
(28,270,906 | ) | ||
Extensions and discoveries |
34,763,100 | |||
Revisions of previous quantity estimates |
(264,165,706 | ) | ||
Previously estimated development costs incurred |
39,908,500 | |||
Net change in income taxes |
3,529,189 | |||
Accretion of discount |
43,101,350 | |||
Changes in timing and other |
(21,249,212 | ) | ||
|
|
|||
Balance at end of the period |
$ | 197,941,171 | ||
|
|
19
Exhibit 99.5
GulfTex Energy III, LP
Financial Statements as of and for the Period Ended April 27, 2016 and the Year Ended December 31, 2015 and Independent Auditors Report
Contents
1 | ||||
Financial Statements as of and for the Period Ended April 27, 2016, and for the Year Ended December 31, 2015 |
||||
2 | ||||
3 | ||||
4 | ||||
5 | ||||
6 | ||||
18 |
Board of Directors and Limited Partners
GulfTex Energy III, LP
Report on the Financial Statements
We have audited the accompanying financial statements of GulfTex Energy III, LP, which comprise the balance sheets as of April 27, 2016, and December 31, 2015; the related statements of operations, changes in partners capital, and cash flows for the period from January 1, 2016, through April 27, 2016, and for the year ended December 31, 2015; and the related notes to the financial statements.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these 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 financial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these 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 audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the 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 entitys 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 financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of Matter
As discussed in note 2 to the financial statements, the financial statements as of and for the year ended December 31, 2015, have been restated to correct errors in the accounting of depletion, asset impairment, asset retirement obligations, and debt issuance costs. Our opinion is not modified with respect to this matter.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GulfTex Energy III, LP as of April 27, 2016, and December 31, 2015, and the results of its operations and its cash flows for the period from January 1, 2016, through April 27, 2016, and for the year ended December 31, 2015, in accordance with accounting principles generally accepted in the United States of America.
/S/ RSM US LLP
San Antonio, Texas
June 18, 2018
1
BALANCE SHEETS
April 27,
2016 |
December 31,
2015 (Restated) |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash |
$ | 4,374,675 | $ | 7,381,204 | ||||
Accounts receivable |
4,500,836 | 5,517,810 | ||||||
Joint interest billings receivable |
161,420 | 140,430 | ||||||
Related-party receivable, net |
577,852 | 619,578 | ||||||
Prepaid expenses |
55,288 | 17,788 | ||||||
Derivative asset |
1,546,097 | 1,295,586 | ||||||
Deposits |
56,774 | 56,774 | ||||||
|
|
|
|
|||||
Total current assets |
11,272,942 | 15,029,170 | ||||||
Long-term assets: |
||||||||
Property and equipment, net (successful efforts) |
116,642,089 | 105,858,532 | ||||||
Debt issuance costs |
81,041 | 58,333 | ||||||
|
|
|
|
|||||
Total long-term assets |
116,723,130 | 105,916,865 | ||||||
Total assets |
$ | 127,996,072 | $ | 120,946,035 | ||||
|
|
|
|
|||||
Liabilities and Partners Capital |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 6,653,964 | $ | 10,492,794 | ||||
Accrued capital expenditures |
222,952 | 17,854,502 | ||||||
Other accrued liabilities |
1,465,930 | 108,139 | ||||||
Current portion of note payable |
15,000,000 | | ||||||
Derivative liabilitycurrent |
2,208,240 | 105,457 | ||||||
Joint interest billings advances |
| 6,313,627 | ||||||
|
|
|
|
|||||
Total current liabilities |
25,551,086 | 34,874,519 | ||||||
Long-term liabilities: |
||||||||
Credit facility |
60,500,000 | 32,500,000 | ||||||
Note payable |
| 15,000,000 | ||||||
Derivative liability |
277,080 | 39,073 | ||||||
Asset retirement obligations |
377,172 | 370,924 | ||||||
|
|
|
|
|||||
Total long-term liabilities |
61,154,252 | 47,909,997 | ||||||
Total liabilities |
86,705,338 | 82,784,516 | ||||||
Commitments and contingencies (Note 1) |
||||||||
Partners capital |
41,290,734 | 38,161,519 | ||||||
|
|
|
|
|||||
Total liabilities and partners capital |
$ | 127,996,072 | $ | 120,946,035 | ||||
|
|
|
|
See accompanying notes to the financial statements.
2
GULFTEX ENERGY III, LP
For the Period
Ended April 27, 2016 |
Year Ended
December 31, 2015 (Restated) |
|||||||
Operating revenue: |
||||||||
Oil sales |
$ | 17,842,548 | $ | 40,748,563 | ||||
Natural gas sales |
664,619 | 2,030,820 | ||||||
Natural gas liquid sales |
408,003 | 1,667,075 | ||||||
Gain (loss) on derivatives |
(1,117,366 | ) | 2,496,530 | |||||
Other revenue |
67,936 | 186,508 | ||||||
|
|
|
|
|||||
Total operating revenue |
17,865,740 | 47,129,496 | ||||||
Operating expenses: |
||||||||
Production and operating |
4,643,061 | 9,858,989 | ||||||
Depreciation, depletion and amortization |
7,602,401 | 26,264,226 | ||||||
Impairment of property and equipment |
| 22,454,730 | ||||||
Accretion of asset retirement obligations |
6,248 | 59,296 | ||||||
Selling, general and administrative |
1,580,191 | 4,537,996 | ||||||
Loss on disposal of properties |
9,829 | 8,253 | ||||||
|
|
|
|
|||||
Total operating expenses |
13,841,730 | 63,183,490 | ||||||
Income (loss) from operations |
4,024,010 | (16,053,994 | ) | |||||
|
|
|
|
|||||
Interest expense |
894,795 | 1,237,972 | ||||||
Net income (loss) |
$ | 3,129,215 | $ | (17,291,966 | ) | |||
|
|
|
|
See accompanying notes to the financial statements.
3
STATEMENTS OF CHANGES IN PARTNERS CAPITAL
Balance at December 31, 2014 , as previously reported |
$ | 54,278,938 | ||
Restatement Adjustment (Note 2) |
(3,825,453 | ) | ||
|
|
|||
Balance at December 31, 2014 , as restated |
50,453,485 | |||
Contributions |
5,000,000 | |||
Net lossyear ended December 31, 2015, as restated |
(17,291,966 | ) | ||
|
|
|||
Balance at December 31, 2015 , as restated |
38,161,519 | |||
Net incomeperiod from January 1, 2016 through April 27, 2016 |
3,129,215 | |||
|
|
|||
Balance at April 27, 2016 |
$ | 41,290,734 | ||
|
|
See accompanying notes to the financial statements.
4
STATEMENTS OF CASH FLOWS
For the Period
Ended April 27, 2016 |
Year Ended
December 31, 2015 (Restated) |
|||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | 3,129,215 | $ | (17,291,966 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||
Depreciation, depletion and amortization |
7,602,401 | 26,264,226 | ||||||
Impairment of property and equipment |
| 22,454,730 | ||||||
Accretion of asset retirement obligations |
6,248 | 59,296 | ||||||
Amortization of debt issuance costs |
22,292 | 91,667 | ||||||
Loss on disposal of properties |
9,829 | 8,253 | ||||||
Unrealized (gain) loss on derivatives |
2,090,279 | (162,610 | ) | |||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
1,016,974 | (2,855,714 | ) | |||||
Joint interest billings receivable |
(20,990 | ) | 166,460 | |||||
Related-party receivable, net |
41,726 | (51,552 | ) | |||||
Prepaid expenses |
(37,500 | ) | (6,109 | ) | ||||
Accounts payable |
(3,838,830 | ) | 9,316,732 | |||||
Accrued liabilities |
1,357,791 | (8,276,636 | ) | |||||
Joint interest billings advances |
(6,313,627 | ) | 3,443,689 | |||||
|
|
|
|
|||||
Net cash provided by operating activities |
5,065,808 | 33,160,466 | ||||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Development of oil and natural gas properties |
(36,027,337 | ) | (87,357,304 | ) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
(36,027,337 | ) | (87,357,304 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Contributions |
| 5,000,000 | ||||||
Borrowings under credit facility |
28,000,000 | 24,500,000 | ||||||
Proceeds from issuance of note payable |
| 15,000,000 | ||||||
Debt issuance costs |
(45,000 | ) | (150,000 | ) | ||||
|
|
|
|
|||||
Net cash provided by financing activities |
27,955,000 | 44,350,000 | ||||||
|
|
|
|
|||||
Net decrease in cash |
(3,006,529 | ) | (9,846,838 | ) | ||||
Cash at beginning of year / period |
7,381,204 | 17,228,042 | ||||||
|
|
|
|
|||||
Cash at end of year / period |
$ | 4,374,675 | $ | 7,381,204 | ||||
|
|
|
|
|||||
Supplemental disclosures of cash flow information: |
||||||||
Cash paid for interest |
$ | 854,059 | $ | 1,175,174 | ||||
|
|
|
|
|||||
Supplemental disclosures of noncash flow activities: |
||||||||
Asset retirement obligations incurred, net |
$ | | $ | 14,897 | ||||
|
|
|
|
|||||
Accrued capital expenditures |
$ | 222,952 | $ | 17,854,502 | ||||
|
|
|
|
See accompanying notes to the financial statements.
5
GULFTEX ENERGY III, LP
NOTES TO THE FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Reporting entity and nature of operations: GulfTex Energy III, LP (the Partnership) is engaged in the acquisition, development, operation, and monetization of oil and natural gas properties. The Partnership operates and has nonoperating interests in oil and natural gas wells in south Texas.
The Partnership grants credit to customers on terms established by management.
A summary of the Partnerships significant accounting policies is as follows.
Any reference to the period ended April 27, 2016 within these financial statements and notes to the financial statements includes activity from January 1, 2016 to April 27, 2016.
Sale of oil and natural gas properties: On April 27, 2016, the Partnership sold substantially all its producing properties to a third party, resulting in a gain of approximately $141,000,000. In connection with the transaction, all outstanding long-term debt was paid in full, and distributions totaling approximately $117,000,000 were made to the partners.
The remaining equity was retained by the Partnership to continue with acquisition, development, operation and monetization of oil and gas properties.
Variable interest entity: Partnership accounts for the investments it makes in certain legal entities in which equity investors do not have (1) sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support, or (2) as a group, do not have either the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impacts the entitys economic performance or (3) the obligation to absorb the expected losses of the legal entity or the right to receive expected residual returns of the legal entity. The certain legal entities are referred to as variable interest entities (VIEs).
The Partnership consolidates the results of any such entity in which it determined it had a controlling financial interest. The Partnership has a controlling financial interest in such an entity if the Partnership had both the power to direct the activities that most significantly affects the VIEs economic performance and the obligation to absorb the losses of, or right to receive benefits from, the VIE that could be potentially significant to the VIE. On a quarterly basis, the Partnership reassesses whether it has a controlling financial interest in any investments it has in these certain legal entities.
During the period ended April 27, 2016 and for the year ended December 31, 2015, GulfTex Energy III GP, LLC, the general partner of the Partnership, provided contract services to the Partnership. The Partnership funded the operations of GulfTex Energy III GP, LLC through arrangements that solely provided for reimbursement of operating expenditures, with no related gains or losses recognized by GulfTex Energy III GP, LLC.
Management has determined GulfTex Energy III GP, LLC is a VIE because of this subordinated financial support. Management has also determined the member of GulfTex Energy III GP, LLC is the primary beneficiary of the VIE and that the Partnership does not have the power to direct the activities of the VIE that most significantly impact the entitys economic performance.
6
GULFTEX ENERGY III, LP
NOTES TO THE FINANCIAL STATEMENTS
The following table gives the related significance of GulfTex Energy III GP, LLC as of and for the period ended April 27, 2016 and for the year ended December 31, 2015:
For the Period Ended
April 27, 2016 |
Year Ended
December 31, 2015 |
|||||||
Revenue |
$ | 1,216,726 | $ | 3,982,026 | ||||
|
|
|
|
|||||
Selling, general and administrative expenses |
$ | 1,216,726 | $ | 3,982,026 | ||||
|
|
|
|
|||||
Total assets |
$ | 641,111 | $ | 761,718 | ||||
|
|
|
|
|||||
Current and total liabilities |
$ | 641,111 | $ | 761,718 | ||||
|
|
|
|
Accrual basis of accounting: The Partnership was under the accrual basis of accounting for the period ended April 27, 2016 and for the year ended December 31, 2015.
Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include volumes of oil and natural gas reserves used in calculating depletion, impairment of oil and natural gas properties, and abandonment obligations of oil and natural gas properties.
Cash: The Partnership maintains cash with a major financial institution in the United States. Deposits with this financial institution may exceed the amount of insurance provided on such deposits; however, the Partnership regularly monitors the financial stability of this financial institution and believe that it is not exposed to any significant default risk.
Accounts receivable: The allowance for doubtful accounts is established as losses are estimated to have occurred through a provision for bad debts charged to earnings. Losses are charged against the allowance when management believes the uncollectibility of a receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for doubtful accounts is evaluated on a regular basis by management and is based on historical experience and specifically identified questionable receivables. The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The Partnership did not have an allowance for doubtful accounts at April 27, 2016 or December 31, 2015, as management considers all accounts receivable to be fully collectible.
Revenue recognition: The Partnership recognizes revenues from the sales of oil and natural gas upon transfer of title and net of royalties, in the period of delivery. Settlements for oil and natural gas sales can occur up to two months after the end of the month in which the oil and natural gas were produced. Management estimates and accrues for the value of these sales using information available to it at the time the financial statements are generated.
The Partnership uses the sales method for recording natural gas sales. Sales of natural gas applicable to the Partnerships interest in producing natural gas leases are recorded as revenue when the natural gas is metered and title transferred pursuant to the natural gas sales contracts covering its interest in natural gas reserves. During such times as the Partnerships sales of natural gas exceed its pro rata ownership in a well, the amount not attributable to its ownership in the underlying property is recorded as a natural gas imbalance liability. At April 27, 2016 and December 31, 2015, there were no material natural gas imbalances.
7
GULFTEX ENERGY III, LP
NOTES TO THE FINANCIAL STATEMENTS
Oil and natural gas properties: The Partnership follows the successful efforts method of accounting for oil and natural gas acquisition, exploration, development and production costs. Under this method, exploration costs, including geological and geophysical costs, delay rentals on undeveloped leases and exploratory dry hole costs are charged to expense as incurred. Intangible drilling and development costs are capitalized on successful wells. Lease acquisition costs are capitalized as incurred.
The Partnership capitalizes interest on wells-in-progress where exploratory activities are ongoing. The cost of properties sold or retired and the related depreciation, depletion and amortization are removed from the accounts in the period of sale or disposition, with any resulting gain or loss recognized currently.
Depreciation, depletion and amortization of all capitalized costs of proved oil and natural gas producing properties are computed using the units-of-production method at the field level, as the related proved reserves are produced.
The Partnership reviews its proved oil and natural gas properties for impairment whenever events and circumstances indicate a decline in the recoverability of their carrying value. The Partnership estimates the expected undiscounted future cash flows of its oil and natural gas properties and compares such future cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount was recoverable.
The factors used to determine fair value include, but are not limited to, estimates of anticipated production, capital expenditures, future commodity prices and a discount rate commensurate with the risk on the properties. The partnership recorded no impairment losses during the period ended April 27, 2016. For the year ended December 31, 2015, the Partnership recorded impairment losses of $22,454,730.
On the sale or retirement of a complete unit of a proved property, the cost and related accumulated depreciation, depletion and amortization are eliminated from the property accounts, and the resultant gain or loss is recognized. On the retirement or sale of a partial unit of proved property, the cost and related accumulated depreciation, depletion and amortization apportioned to the interest retired or sold are eliminated from the property accounts, and the resulting gain or loss is recognized.
On the sale of an entire interest in an unproved property, gain or loss on the sale is recognized, taking into consideration the amount of any recorded impairment if the property had been assessed individually. If a partial interest in an unproved property is sold, the amount received is treated as a reduction of the cost of the interest retained.
Other property and equipment: Other property and equipment is comprised primarily of equipment, leasehold improvements and furniture carried at cost. Renewals and betterments that substantially extend the useful lives of the assets are capitalized. Maintenance and repairs are expensed when incurred. When fixed assets are retired the cost and accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in income.
Depreciation is provided using the straight-line method over the estimated useful lives of the assets, ranging from five to eight years. Amortization expense is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease. The Partnership reviews the carrying value of other property and equipment for impairment whenever events and circumstances indicate the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The Partnership did not recognize an impairment loss for other property and equipment for the period ended April 27, 2016 and for the year ended December 31, 2015.
8
GULFTEX ENERGY III, LP
NOTES TO THE FINANCIAL STATEMENTS
Asset retirement obligations: The Partnership follows the provisions of the Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 410, Asset Retirement and
Environmental Obligations (ASC 410), which generally applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset. ASC 410 requires the Partnership to recognize an estimated liability for costs associated with the abandonment of its oil and natural gas properties.
A liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset is recorded at the time a well is completed or acquired. The increased carrying value is depleted using the units-of-production method and the discounted liability is increased through accretion over the remaining life of the respective oil and natural gas properties.
The estimated liability is based on historical industry experience in abandoning wells, including estimated economic lives, inflation, market risk premiums, cost of capital, external estimates as to the cost to abandon the wells in the future, and federal and state regulatory requirements. Revisions to the liability could occur due to changes in the estimated abandonment costs, changes in well economic lives, or if federal or state regulators enact new requirements regarding the abandonment of wells.
The reconciliation of the Partnerships liability for well plugging and abandonment costs is as follows:
For the Period Ended
April 27, 2016 |
Year Ended
December 31, 2015 (Restated) |
|||||||
Balance at beginning of year |
$ | 370,924 | $ | 296,731 | ||||
Liabilities incurred |
| 74,198 | ||||||
Disposals |
| (59,301 | ) | |||||
Accretion expense |
6,248 | 59,296 | ||||||
|
|
|
|
|||||
Balance at end of period |
$ | 377,172 | $ | 370,924 | ||||
|
|
|
|
Income taxes: The Partnerships earnings flow directly through to its partners and members for United States federal income tax purposes. Therefore, there is no provision for federal income taxes in the accompanying financial statements. The Partnership is subject to the provisions of the Texas gross margin tax, which was not material.
In accordance with ASC Topic 740, Income Taxes , management evaluated the Partnerships tax positions and concluded the Partnership has taken no uncertain tax positions that require adjustment to the financial statements.
Accounting for price risk management activities: The Partnership engages in price risk management activities for nontrading purposes to manage market risks associated with certain commodity purchase and sale commitments. The Partnership does not engage in speculative trading. The Partnership entered into agreements to hedge the risk of future oil and gas price fluctuations. Such agreements are in the form of costless collars, which limit the impact of price fluctuations with respect to the Partnerships sale of oil and gas. During 2015, the Partnership entered into an interest rate swap agreement to hedge its floating interest rate on a term note payable. The agreement was terminated in connection with the payoff of the term note payable, as discussed in Note 6.
The Partnership reports the fair value of its derivatives on the balance sheets in derivate assets and derivative liabilities as either current or noncurrent based on the timing of expected cash flows of individual contracts. The Partnership reports these amounts on a gross basis by contract. The Partnership has elected not to designate its derivatives as hedging instruments. The realized derivative gains or losses, which are determined by actual derivative settlements during the period and the changes in the fair value of derivatives are recorded immediately to earnings as Derivatives gain (loss), net in the statements of income.
9
GULFTEX ENERGY III, LP
NOTES TO THE FINANCIAL STATEMENTS
Contingencies: Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Partnership, but which will only be resolved when one or more future events occur or fail to occur. The Partnerships management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Partnership or unasserted claims that may result in such proceedings, the Partnerships legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Partnerships financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Environmental: The Partnership is subject to extensive federal, state, and local environmental laws and regulations. These laws, which are constantly changing, regulate the discharge of materials into the environment and may require the Partnership to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites. Environmental expenditures are expensed or capitalized depending on their future economic benefit. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefits are expensed. Liabilities for expenditures of a noncapital nature are recorded when environmental assessment and/or remediation is probable, and the costs can be reasonably estimated.
Risks and uncertainties: The Partnerships future financial condition and results of operations are highly dependent on the demand and prices received for oil and natural gas production. Oil and natural gas prices have historically been volatile and the Partnership expects such volatility to continue in the future. Prices for oil and natural gas are subject to wide fluctuation in response to relatively minor changes in the supply of, and demand for, oil and natural gas, market uncertainty and a variety of additional factors beyond the Partnerships control. These factors include the supply of oil and natural gas, the level of consumer demand, weather conditions, government regulations and taxes, the price and availability of alternative fuels and overall economic conditions. A decline in oil or natural gas prices may adversely affect the Partnerships cash flow, liquidity and profitability. Lower oil or natural gas prices also may reduce the level of the Partnerships oil and natural gas that can be produced economically.
Recent accounting pronouncements:
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments . This update applies to all entities that are required to present a statement of cash flows. This update provides guidance on eight specific cash flow issues: debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. This update will be effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after
10
GULFTEX ENERGY III, LP
NOTES TO THE FINANCIAL STATEMENTS
December 15, 2019. Early adoption is permitted. This update should be applied using the retrospective transition method. Adoption of this standard will only affect the presentation of the Partnerships cash flows and will not have a material impact on its financial statements.
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis , which amends the guidance that reporting entities apply when evaluating whether certain legal entities should be consolidated. The Partnership will be required to adopt ASU No. 2015-02 as of January 1, 2017. Early adoption is permitted, including adoption in an interim period. The Partnership may either apply the amendments retrospectively or use a modified retrospective approach. The Partnership does not expect the adoption of ASU 2015-02 to have a material impact on its financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 one year, making it effective for annual reporting periods beginning after December 15, 2018. The Partnership has not yet selected a transition method and is currently evaluating the effects the standard will have on its financial statements.
Subsequent events: The Partnership evaluated subsequent events through June 15, 2018, the date on which the financial statements were available to be issued.
Note 2: Restatement of Previously Issued Financial Statements
Subsequent to the original issuance of the Partnerships 2015 financial statements, management identified certain errors that require the restatement of the 2015 financial statements as follows.
Depreciation, Depletion, and Amortization: The Partnership has restated its previously issued financial statements as of and for the year ended December 31, 2015, and partners capital at December 31, 2014, due to an error in accounting for depletion. The Partnership incorrectly reported the depreciation, depletion, and amortization within the statement of operations and accumulated depreciation, depletion, and amortization within the balance sheet. Depreciation, depletion, and amortization of all capitalized costs of proved oil and natural gas producing properties are computed using the units-of-production method at the field level, as the related proved reserves are produced. The depreciation, depletion, and amortization have been updated to utilize a reserve report in accordance with U.S. GAAP definitions. The Partnerships balance sheet, statement of operations, statement of changes in partners capital, and statement of cash flows as of and for the year ended December 31, 2015, as well as partners capital at December 31, 2014, have been restated to correct this error.
Impairment of Oil and Gas Properties: The Partnership has restated its previously issued financial statements as of and for the year ended December 31, 2015 to record impairment expense based on the carrying value of oil and gas properties and the estimated cash flows of the revised reserve report. The reserve report prepared in accordance with U.S. GAAP prices and reserve definitions used in the restated depreciation, depletion, and amortization calculation, indicated the carrying value of oil and gas properties exceeded its estimated future cash flows. Management performed impairment testing in accordance with ASC Topic 932, Extractive Activities Oil and Gas and ASC Topic 360, Property, Plant, and Equipment , and determined that an impairment had occurred. The Partnerships balance sheet, statement of operations, statement of changes in partners capital, and statement of cash flows as of and for the year ended December 31, 2015 have been restated to correct this error.
11
GULFTEX ENERGY III, LP
NOTES TO THE FINANCIAL STATEMENTS
Asset Retirement Obligations: The Partnership has restated its previously issued financial statements as of and for the year ended December 31, 2015, and partners capital at December 31, 2014, due to an error in accounting for asset retirement obligations. The Partnership incorrectly reported the asset retirement obligation within the balance sheet and accretion expense within the statement of operations. The Partnership uses significant inputs to calculate the asset retirement obligation, including estimates and timing of costs to be incurred, the credit adjusted discount rates, and inflation rates. The asset retirement obligation has been updated to utilize a credit adjusted discount rate reflective of the Partnerships operations. The Partnerships balance sheet, statement of operations, statement of changes in partners capital, and statement of cash flows as of and for the year ended December 31, 2015, as well as partners capital at December 31, 2014, have been restated to correct this error.
Debt Issuance Costs: The Partnership has restated its previously issued financial statements as of and for the year ended December 31, 2015, due to an error in accounting for debt issuance costs. The Partnership incorrectly reported the debt issuance costs within selling, general, and administrative expense on the statement of operations. The debt issuance costs have been capitalized and amortized over the term of the line of credit. The Partnerships balance sheet, statement of operations, statement of changes in partners capital, and statement of cash flows as of and for the year ended December 31, 2015, have been restated to correct this error.
12
GULFTEX ENERGY III, LP
NOTES TO THE FINANCIAL STATEMENTS
The following table summarizes the impact of these error corrections on the accompanying financial statements:
2015
(As Previously Reported) |
Error in
Accounting for Asset Retirement Obligations |
Error in
Accounting for Depreciation, Depletion, and Amortization |
Error in
Accounting for Impairment of Property and Equipment |
Error in
Accounting for Debt Issuance Costs |
2015
(As Restated) |
|||||||||||||||||||
Balance Sheet |
||||||||||||||||||||||||
Property and equipment net |
$ | 134,968,312 | $ | (891,600 | ) | $ | (5,763,450 | ) | $ | (22,454,730 | ) | $ | | $ | 105,858,532 | |||||||||
Debt issuance costs |
| | | | 58,333 | 58,333 | ||||||||||||||||||
Total assets |
149,997,482 | (891,600 | ) | (5,763,450 | ) | (22,454,730 | ) | 58,333 | 120,946,035 | |||||||||||||||
Asset retirement obligations |
1,300,066 | (929,142 | ) | | | | 370,924 | |||||||||||||||||
Total liabilities |
83,713,658 | (929,142 | ) | | | | 82,784,516 | |||||||||||||||||
Partners capital GulfTex Energy III, LP |
66,283,824 | 37,542 | (5,763,450 | ) | (22,454,730 | ) | 58,333 | 38,161,519 | ||||||||||||||||
Statement of Income |
||||||||||||||||||||||||
Depreciation, depletion, and amortization |
24,329,551 | | 1,934,675 | | | 26,264,226 | ||||||||||||||||||
Impairment of property and equipment |
| | | 22,454,730 | | 22,454,730 | ||||||||||||||||||
Accretion of asset retirement obligations |
47,132 | 12,164 | | | | 59,296 | ||||||||||||||||||
Selling, general, and administrative |
4,687,996 | | | | (150,000 | ) | 4,537,996 | |||||||||||||||||
Loss on sale of properties |
(54,637 | ) | 46,384 | | | | (8,253 | ) | ||||||||||||||||
Total operating expenses |
38,931,921 | 12,164 | 1,934,675 | 22,454,730 | (150,000 | ) | 63,183,490 | |||||||||||||||||
Income (loss) from operations |
8,451,191 | 34,220 | (1,934,675 | ) | (22,454,730 | ) | (150,000 | ) | (16,053,994 | ) | ||||||||||||||
Interest expense |
1,146,305 | | | | 91,667 | 1,237,972 | ||||||||||||||||||
Net income (loss) |
7,004,886 | 34,220 | (1,934,675 | ) | (22,454,730 | ) | 58,333 | (17,291,966 | ) | |||||||||||||||
Statement of Cash Flows |
||||||||||||||||||||||||
Net income (loss) |
7,004,886 | 34,220 | (1,934,675 | ) | (22,454,730 | ) | 58,333 | (17,291,966 | ) | |||||||||||||||
Depreciation, depletion, and amortization |
24,329,551 | | 1,934,675 | | | 26,264,226 | ||||||||||||||||||
Impairment of oil and gas properties |
| | | 22,454,730 | | 22,454,730 | ||||||||||||||||||
Accretion of asset retirement obligations |
47,132 | 12,164 | | | | 59,296 | ||||||||||||||||||
Amortization of debt issuance costs |
| | | | 91,667 | 91,667 | ||||||||||||||||||
Loss on sale of properties |
54,637 | (46,384 | ) | | | | 8,253 |
In addition to the errors corrected and described here in note 2, certain reclassifications have been made to the previously issued financial statements that resulted in no effect on partners capital or net loss.
13
GULFTEX ENERGY III, LP
NOTES TO THE FINANCIAL STATEMENTS
Note 3. Property and Equipment
Property and equipment consist of the following:
April 27, 2016 |
December 31, 2015
(Restated) |
|||||||
Proved oil and natural gas properties |
$ | 160,245,598 | $ | 158,340,775 | ||||
Unproved oil and natural gas properties |
23,254,207 | 7,293,738 | ||||||
Furniture and equipment |
| 32,500 | ||||||
|
|
|
|
|||||
183,499,805 | 165,667,013 | |||||||
Less accumulated depreciation, depletion and amortization |
(66,857,716 | ) | (59,808,481 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | 116,642,089 | $ | 105,858,532 | ||||
|
|
|
|
The following table reflects the net changes in capitalized exploratory well costs for the periods indicated:
For the Period Ended
April 27, 2016 |
Year Ended
December 31, 2015 (Restated) |
|||||||
Balance, beginning of period |
$ | 2,353,354 | $ | | ||||
Additions to capitalized well costs pending determination of proved reserves |
467,635 | 2,353,354 | ||||||
Capital exploratory well cost charged to expense |
| | ||||||
|
|
|
|
|||||
Balance, end of period |
$ | 2,820,989 | $ | 2,353,354 | ||||
|
|
|
|
The Partnership did not capitalize any exploratory well costs covering periods greater than one year at April 27, 2016 and December 31, 2015. The exploratory well associated with these amounts was sold in connection with the sale described in Note 1.
Note 4. Derivative Instruments
Commodity derivative instruments: The Partnership uses derivative instruments to manage its exposure to cash-flow variability from commodity-price risk inherent in its oil and natural gas production. The transactions are in the form of oil collars and are recorded at fair value on the balance sheets and any gains and losses are recognized in current period earnings.
Each collar transaction has an established price floor and ceiling. When the settlement price is below the price floor established by these collars, the Partnership receives an amount from its counterparty equal to the difference between the settlement price and the price floor multiplied by the hedged contract volume. When the settlement price is above the price ceiling established by these collars, the Partnership pays its counterparty an amount equal to the difference between the settlement price and the price ceiling multiplied by the hedged contract volume.
The following table represents the hedged volumes and weighted average oil price associated with the Partnerships outstanding oil collars as of April 27, 2016.
Instrument |
Period Covered |
Hedged
Volume (Bbl) |
Weighted
Average Floor Price |
Weighted
Average Ceiling Price |
||||||||||
Costless Collars |
May - December 2016 | 351,600 | $ | 38.74 | $ | 45.35 |
14
GULFTEX ENERGY III, LP
NOTES TO THE FINANCIAL STATEMENTS
Interest rate derivatives: The Partnership entered into interest rate options to hedge its floating interest rate related to its debt instruments. The following table represents the notional amounts and weighted average interest rates associated with the Partnerships outstanding interest rate options as of April 27, 2016.
Instrument |
Maturity |
Notional Amount |
Cap |
Floor |
||||
Interest rate options |
September 1, 2018 | 47,500,000 | 2.0% | 0.86% |
The agreement was terminated in connection with the payoff of the term note payable, as discussed in Note 1.
Derivative fair value and gains (losses): The following table presents the fair value of the Partnerships derivative instruments. The Partnerships derivatives are presented as separate line items in the balance sheets as current and noncurrent derivative assets and liabilities based on the expected settlement dates of the instruments. The fair value amounts are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under the terms of the Partnerships master netting arrangements. See Note 5 for further discussion related to the fair value of the Partnerships derivatives.
Assets | Liabilities | |||||||||||||||
April 27, 2016 | December 31, 2015 | April 27, 2016 | December 31, 2015 | |||||||||||||
Derivative Instruments: |
||||||||||||||||
Current amounts |
||||||||||||||||
Commodity contracts |
$ | 1,546,097 | $ | 1,295,586 | $ | 2,208,240 | $ | 105,457 | ||||||||
Noncurrent amounts |
||||||||||||||||
Interest rate contracts |
| | 277,080 | 39,073 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total derivative instruments |
$ | 1,546,097 | $ | 1,295,586 | $ | 2,485,320 | $ | 144,530 | ||||||||
|
|
|
|
|
|
|
|
Gains and losses on derivative instruments are reported in the statements of income. The following table represents the Partnerships reported gains (losses) on derivative instruments for the periods presented:
For the Period Ended
April 27, 2016 |
Year Ended
December 31, 2015 |
|||||||
Changes in fair value of derivative instruments |
$ | (2,090,279 | ) | $ | 162,610 | |||
Net derivative settlements |
972,913 | 2,333,920 | ||||||
|
|
|
|
|||||
Gain (loss) on derivatives |
$ | (1,117,366 | ) | $ | 2,496,530 | |||
|
|
|
|
Offsetting of derivative assets and liabilities: The following table presents the Partnerships gross and net derivative assets and liabilities.
Gross Amount
Presented on Balance Sheet |
Netting
Adjustments (a) |
Net Amount | ||||||||||
As of April 27, 2016: |
||||||||||||
Derivative assets with the right of offset or master netting agreements |
$ | 1,546,097 | $ | (1,546,097 | ) | $ | | |||||
Derivative liabilities with the right of offset or master netting agreements |
(2,485,320 | ) | $ | 1,546,097 | (939,223 | ) | ||||||
As of December 31, 2015: |
||||||||||||
Derivative assets with the right of offset or master netting agreements |
$ | 1,295,586 | $ | (144,530 | ) | $ | 1,151,056 | |||||
Derivative liabilities with the right of offset or master netting agreements |
(144,530 | ) | 144,530 | |
15
GULFTEX ENERGY III, LP
NOTES TO THE FINANCIAL STATEMENTS
(a) |
To mitigate the Partnerships risk of loss due to default, it has entered into master netting agreements with counterparties to its derivative financial instruments that allows it to offset its asset position with its liability position in the event of a default by the counterparty. |
Note 5. Fair Value Measurements and Disclosures
The requirements of ASC 820, Fair Value Measurements and Disclosures, apply to all financial instruments and all nonfinancial assets and nonfinancial liabilities that are being measured and reported on a fair value basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair Value Measurements and Disclosures also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into the following three levels:
Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs are observable, other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Inputs are unobservable and are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
The following tables present assets and (liabilities) measured at fair value on a recurring basis as reported on the balance sheets as of April 27, 2016 and December 31, 2015, and by level within the fair value measurement hierarchy:
The Partnership obtains fair value measurements for derivative instruments from reputable pricing
services. The fair value measurements consider observable data that may include dealer quotes, market spreads, live trading levels and other such data.
Level 1 | Level 2 | Level 3 |
Total Fair
Value |
|||||||||||||
As of April 27, 2016: |
||||||||||||||||
Assets: |
||||||||||||||||
Crude derivatives |
$ | | $ | 1,546,097 | $ | | $ | 1,546,097 | ||||||||
Liabilities: |
||||||||||||||||
Crude derivatives |
| (2,208,240 | ) | | (2,208,240 | ) | ||||||||||
Interest rate derivatives |
| (277,080 | ) | | (277,080 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | | $ | (939,223 | ) | $ | | $ | (939,223 | ) | ||||||
|
|
|
|
|
|
|
|
|||||||||
As of December 31, 2015: |
||||||||||||||||
Assets: |
||||||||||||||||
Crude derivatives |
$ | | $ | 1,295,586 | $ | | $ | 1,295,586 | ||||||||
Liabilities: |
||||||||||||||||
Crude derivatives |
| (105,457 | ) | $ | | (105,457 | ) | |||||||||
Interest rate derivatives |
| (39,073 | ) | | (39,073 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | | $ | 1,151,056 | $ | | $ | 1,151,056 | ||||||||
|
|
|
|
|
|
|
|
16
GULFTEX ENERGY III, LP
NOTES TO THE FINANCIAL STATEMENTS
Note 6. Debt
In April 2014, the Partnership entered into a credit agreement that allows borrowings up to $100,000,000, subject to a $50,000,000 borrowing base at April 27, 2016. The credit facility matures on September 4, 2018 and is fully collateralized by all assets of the Partnership and contains financial covenants. As of April 27, 2016 and December 31, 2015, there were outstanding borrowings under the credit agreement totaling $60,500,000 and $32,500,000, respectively. In connection with the sale described in Note 1, the credit facility was paid in full on April 29, 2016.
The interest rate was at the Partnerships election of either prime rate or LIBOR plus an applicable margin based on the borrowing base utilization percentage. Applicable margin ranges from 0.75 percent to 1.75 percent for prime rate loans and 1.75 percent to 2.75 percent for LIBOR loans. The annual commitment fee on the unused portion of the revolving credit facility is 0.50%. At April 27, 2016 and December 31, 2015, the effective interest rate was 3.189% and 2.255%, respectively. Interest-only payments were due monthly.
As of April 27, 2016, and December 31, 2015, the Partnership had debt issuance costs net of accumulated amortization of $81,041 and $58,333, respectively, related to its credit facility. For the period ended April 27, 2016 and for the year ended December 31, 2015, the Partnership recorded amortization expense related to debt issuance costs of $22,292 and $91,667, respectively
The Partnership entered into a term note with a bank bearing interest at LIBOR plus 5 percent, subject to a minimum rate of 6 percent. The note matures March 4, 2017 and is collateralized by all assets of the Partnership. The outstanding balance was $15,000,000 as of April 27, 2016 and December 31, 2015. At April 27, 2016 and December 31, 2015, the effective interest rate was 6.00% and 6.00% percent, respectively. In connection with the sale described in Note 1, the total principal plus accrued interest was paid in full on April 29, 2016.
Note 7. Major Customers
For the period ended April 27, 2016 and for the year ended December 31, 2015, substantially all sales were related to three customers.
Note 8. Related-Party Transactions
GulfTex Energy III GP, LLC, the general partner of the Partnership, provided contract services to the Partnership. The Partnership estimates the cost of these services and makes advance payments to GulfTex Energy III GP, LLC. Subsequently, the Partnership receives actual charges for selling, general and administrative expenses from GulfTex Energy III, GP.
During the period ended April 27, 2016 and for the year ended December 31, 2015, GulfTex Energy III, GP charged the Partnership $1,216,726 and $3,583,821, respectively, for selling, general and administrative expenses. At April 27, 2016 and December 31, 2015, the Partnership had $577,852 and $619,578 receivable, respectively, from GulfTex Energy III, GP which is included in related party receivable, net in the accompanying balance sheet.
17
GULFTEX ENERGY III, LP
SUPPLEMENTAL OIL AND NATURAL GAS DISCLOSURES
(UNAUDITED)
Net capitalized costs related to the Partnerships oil and natural gas producing activities for the period ended April 27, 2016 and for the year ended December 31, 2015, were as follows:
For the Period Ended
April 27, 2016 |
Year Ended
December 31, 2015 |
|||||||
Acquisition costs: |
||||||||
Proved properties |
$ | | $ | | ||||
Unproved properties |
| | ||||||
Exploratory costs |
467,635 | 2,353,354 | ||||||
Development costs |
17,928,152 | 71,310,891 | ||||||
|
|
|
|
|||||
Total |
$ | 18,395,787 | $ | 73,664,245 | ||||
|
|
|
|
Oil and Natural Gas Reserve Quantities
The reserve information presented below is based on estimates of net proved reserves as of December 31, 2015 that were prepared in accordance with guidelines established by the Securities and Exchange Commission (SEC). Proved oil and natural gas reserves are the estimated quantities of oil and natural gas which geological and engineering data demonstrate, with reasonable certainty, to be recoverable in future years from known reservoirs under economic and operating conditions (i.e., prices and costs) existing at the time the estimate is made. Proved developed oil and gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. A variety of methodologies are used to determine the Partnerships proved reserve estimates. The primary methodologies used are decline curve analysis, advance production type curve matching, petro physics/log analysis and analogy. Some combination of these methods is used to determine reserve estimates across substantially all the Partnerships properties. Reserve estimates are inherently imprecise and estimates of undeveloped locations are more imprecise than estimates of established proved producing locations. Accordingly, the Partnerships reserve estimates are expected to change as future information becomes available. The Partnerships proved reserves are located entirely within the United States.
Proved oil and natural gas reserves were based on the unweighted arithmetic average of the first day of the month prices for the 12-month period before the reporting date. For the year ended December 31, 2015, benchmark prices used were $50.28 per Bbl for oil and $2.58 per MMBtu for natural gas. The West Texas Intermediate price is used for oil prices and the Henry Hub price is used for natural gas. Natural gas liquids prices were based on the historical relationship between the prices actually received and the benchmark WTI oil prices. All prices are then further adjusted for quality, transportation fees and regional price differentials. For the year ended December 31, 2015, the average resulting prices after adjustments were $45.65 per Bbl for oil, $2.60 per MMBtu for natural gas and $17.63 for natural gas liquids.
18
GULFTEX ENERGY III, LP
SUPPLEMENTAL OIL AND NATURAL GAS DISCLOSURES
(UNAUDITED)
The following table sets forth information regarding the Partnerships estimated net proved developed and proved undeveloped oil and gas reserve quantities:
Oil
(MBbls) |
Natural Gas
(MMcf) |
Natural
Gas Liquids (MBbls) |
Total
(MBoe) |
|||||||||||||
Proved developed and undeveloped reserves: |
||||||||||||||||
Balance as of December 31, 2014 |
11,690 | 12,030 | 1,538 | 15,233 | ||||||||||||
Purchase of reserves |
139 | 248 | 3 | 183 | ||||||||||||
Extensions and discoveries |
7,705 | 5,850 | 719 | 9,399 | ||||||||||||
Production |
(924 | ) | (884 | ) | (109 | ) | (1,180 | ) | ||||||||
Revisions of previous estimates |
(4,997 | ) | (4,719 | ) | (767 | ) | (6,550 | ) | ||||||||
Sale of reserves |
(1,925 | ) | (1,893 | ) | (253 | ) | (2,494 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2015 |
11,688 | 10,632 | 1,131 | 14,591 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Proved developed reserves: |
||||||||||||||||
Balance as of December 31, 2014 |
2,654 | 3,382 | 343 | 3,560 | ||||||||||||
Balance as of December 31, 2015 |
6,008 | 5,791 | 524 | 7,497 | ||||||||||||
Proved undeveloped reserves: |
||||||||||||||||
Balance as of December 31, 2014 |
9,036 | 8,648 | 1,195 | 11,673 | ||||||||||||
Balance as of December 31, 2015 |
5,680 | 4,841 | 607 | 7,094 |
For the year ended December 31, 2015, extensions and discoveries contributed 9,399 MBoe in the Partnerships proved reserves and is attributable to successful drilling and completion activities. The Partnership had net negative revisions of 6,550 Mboe. The revisions were mainly due to the decrease in oil prices as compared to 2014. Additionally, the Partnership divested 2,494 MBoe.
The following summarizes the policies used in the preparation of the accompanying oil and natural gas reserve disclosures, standardized measures of discounted future net cash flows from proved oil and natural gas reserves and the reconciliations of standardized measures from year to year. The standardized measure is intended to be a comparative benchmark value rather than an estimate of fair value.
The standardized measure of discounted future net cash flows from production of proved reserves was developed as follows: (1) Estimates are made of quantities of proved reserves and future periods during which they are expected to be produced based on year-end economic conditions, (2) The estimated future cash flows are compiled by applying the twelve month average of the first of the month prices of oil and natural gas relating to the Partnerships proved reserves to the year-end quantities of those reserves for reserves, (3) The future cash flows are reduced by estimated production costs, costs to develop and produce the proved reserves and abandonment costs, all based on year-end economic conditions, plus Partnership overhead incurred, and (4) Future net cash flows are discounted to present value by applying a discount rate of 10%.
The assumptions used to compute the standardized measure are those prescribed by the FASB and the SEC. These assumptions do not necessarily reflect the Partnerships expectations of actual revenues to be derived from those reserves, nor their present value. In addition, variations from the expected production rate also could result directly or indirectly from factors outside of the Partnerships control, such as unexpected delays in development, changes in prices or regulatory or environmental policies. The reserve valuation further assumes that all reserves will be disposed of by production. If reserves are sold in place, additional economic considerations could also affect the amount of cash eventually realized. Future development and production costs are calculated by estimating the expenditures to be incurred in developing and producing the proved oil and gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions.
19
GULFTEX ENERGY III, LP
SUPPLEMENTAL OIL AND NATURAL GAS DISCLOSURES
(UNAUDITED)
As a limited partnership excluded from the standardized measure of discounted future net cash flows, the Partnership is not subject to federal income taxes. The Partnership is subject to the Texas franchise tax, which is an entity-level tax at a statutory rate of up to 1.0% of a portion of gross revenue apportioned to Texas.
The following table presents the standardized measure of discounted net cash flows related to proved oil and gas reserves for the year ended December 31, 2015:
Year Ended
December 31, 2015 |
||||
Future oil, natural gas sales and NGLs sales |
$ | 581,125,200 | ||
Future production costs |
(163,870,600 | ) | ||
Future development costs |
(66,617,500 | ) | ||
Future income tax expense |
(3,050,907 | ) | ||
|
|
|||
Future net cash flows |
347,586,193 | |||
10% annual discount |
(160,405,659 | ) | ||
|
|
|||
Standardized measure of discounted future net cash flows |
$ | 187,180,534 | ||
|
|
The present value (at a 10% annual discount) of future net cash flows from the Partnerships proved reserves is not necessarily the same as the current market value of its estimated oil and natural gas reserves. The Partnership bases the estimated discounted future net cash flows from its proved reserves, as described above, in accordance with the applicable accounting guidance. Actual future net cash flows from the Partnerships oil and natural gas properties will also be affected by factors such as actual prices the Partnership receives for oil and natural gas, the amount and timing of actual production, supply of and demand for oil and natural gas and changes in governmental regulations or taxation.
A summary of changes in the standardized measure of discounted future net cash flows is as follows for the year ended December 31, 2015:
Year Ended
December 31, 2015 |
||||
Balance at beginning of the period |
$ | 381,091,008 | ||
Net change in prices and production costs |
(131,727,391 | ) | ||
Net change in future development costs |
6,039,083 | |||
Sales of oil, natural gas and NGLs, net of production costs |
(34,587,469 | ) | ||
Extensions and discoveries |
126,821,200 | |||
Acquisitions of reserves |
2,369,165 | |||
Divestiture of reserves |
(49,398,700 | ) | ||
Revisions of previous quantity estimates |
(162,033,820 | ) | ||
Previously estimated development costs incurred |
32,777,989 | |||
Net change in income taxes |
3,141,626 | |||
Accretion of discount |
22,546,370 | |||
Changes in timing and other |
(9,858,527 | ) | ||
|
|
|||
Balance at end of the period |
$ | 187,180,534 | ||
|
|
20
Exhibit 99.6
Statements of Revenues and Direct Operating Expenses
and Independent Auditors Report
The Acquired Properties
For the years ended December 31, 2015 and
December 31, 2016, and the one month ended January 31, 2017
Report of Independent Auditors
To the Board of Directors of BlackBrush Holdings, LLC:
We have audited the accompanying financial statements of the properties located in Eagle Ford Shale (the Acquired Properties), which comprise the statements of revenues and direct operating expenses for the years ended December 31, 2015 and December 31, 2016, and the one month ended January 31, 2017.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of the 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 financial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit 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 financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Companys preparation and fair presentation of the 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 Companys 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 financial statements. 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 financial statements referred to above present fairly, in all material respects, the revenue and direct operating expenses of the Acquired Properties for the years ended December 31, 2015 and December 31, 2016, and the one month ended January 31, 2017 in accordance with accounting principles generally accepted in the United States of America.
Emphasis of a Matter
The accompanying special purpose financial statements reflect the revenues and direct operating expenses of the Acquired Properties using the basis of preparation described in Note 2 to the special purpose financial statements and are not intended to be a complete presentation of the financial position, results of operations, or cash flows of the Acquired Properties. Our opinion is not modified with respect to this matter.
/s/ PricewaterhouseCoopers LLP
Dallas, TX
April 18, 2018
1
STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF
THE ACQUIRED PROPERTIES
(in thousands)
Month ended
2017 |
Years Ended
December 31, |
|||||||||||
2016 | 2015 | |||||||||||
Revenues: |
||||||||||||
Oil sales |
$ | 2,210 | $ | 27,083 | $ | 101,186 | ||||||
Natural gas sales |
139 | 1,914 | 4,481 | |||||||||
Natural gas liquids sales |
77 | 1,627 | 4,131 | |||||||||
|
|
|
|
|
|
|||||||
Total revenues |
2,426 | 30,624 | 109,798 | |||||||||
Direct Operating Expenses: |
||||||||||||
Lease operating expenses |
104 | 7,358 | 8,254 | |||||||||
Production taxes |
124 | 1,817 | 6,582 | |||||||||
|
|
|
|
|
|
|||||||
Total direct operating expenses |
228 | 9,175 | 14,836 | |||||||||
|
|
|
|
|
|
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Revenues in Excess of Direct Operating Expenses |
$ | 2,198 | $ | 21,449 | $ | 94,962 | ||||||
|
|
|
|
|
|
See accompanying notes to the Statements of Revenues and Direct Operating Expenses.
2
NOTES TO THE STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES
OF THE ACQUIRED PROPERTIES
1. |
B ACKGROUND I NFORMATION |
On May 7, 2016, BlackBrush Karnes Properties, LLC (BlackBrush or the Company) entered into a definitive purchase and sale agreement (the Agreement) with EnerVest, Ltd. (EnerVest) to sell 87.5% of its interests in certain oil and gas properties located in Eagle Ford Shale (the Acquired Properties). On January 23, 2017, The Company entered into a separate purchase and sale agreement with EnerVest to sell its remaining 12.5% interest in the Acquired Properties.
The aggregate cash consideration from both sales to EnerVest was approximately $805.9 million, inclusive of upward adjustments for title benefits and net of customary closing adjustments. The effective date for the acquisition was July 6, 2016 for 87.5% of the Acquired Properties and January 31, 2017 for the remaining 12.5% of the Acquired Properties. Purchase price adjustments were calculated as of the closing dates on July 6, 2016 and January 31, 2017.
The statements reflect 100% of the revenues and direct operating expenses of the Acquired Properties for the period ended December 31, 2015. For the period ended December 31, 2016, the statements reflect 100% of the Acquired Properties from January 01, 2016 through July 6, 2016 and 12.5 % thereafter. For the month ended January 31, 2017 the statements reflect 12.5% of the Acquired Properties.
2. |
A CCOUNTING P OLICIES |
Basis of Presentation The Company did not prepare separate stand-alone historical financial statements for the Acquired Properties during the periods presented. Accordingly, complete financial statements under U.S generally accepted accounting principles are not available or practicable to produce for the Acquired Properties. The accompanying statements of revenues and direct operating expenses (the Statements) present the revenues and direct operating expenses of the Acquired Properties on an accrual basis of accounting and has been derived from the Sellers historical accounting records. Certain costs such as depreciation, depletion, and amortization, accretion of asset retirement obligations, general and administrative expenses, interest and income taxes are omitted. As such, this financial information is not intended to be a complete presentation of the revenues and expenses of the Acquired Properties. Furthermore, the information may not be representative of future operations due to changes in the business and the exclusion of the omitted information.
Use of Estimates The preparation of the Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and direct operating expenses. These estimates and assumptions are based on managements best estimates and judgment. Actual results may differ from the estimates.
Revenue recognition Oil, natural gas, and NGL revenues are recognized when production is sold to a purchaser at fixed or determinable prices, when delivery has occurred and title has transferred and collectability of the revenue is reasonably assured. The Company follows the sales method of accounting for revenues. Under this method of accounting, revenues are recognized based on volumes sold, which may differ from the volume which are entitled based on the Companys working interest. There were no material gas imbalances during the periods presented.
Direct operating expenses Direct operating expenses are recognized when incurred and include (a) lease operating expenses, which consist of gathering and processing expenses, lifting costs, lease and well repairs and maintenance, and other field expenses; and (b) production and other taxes, which consist of severance and ad valorem taxes.
3
NOTES TO THE STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES
OF THE ACQUIRED PROPERTIES (Continued)
3. |
C OMMITMENTS AND C ONTINGENCIES : |
As part of the Agreement with EnerVest, the Company retained the environmental liability, including potential claims and litigation, associated with an environmental event that occurred in 2013 at one of the Companys salt water wells. Initial startup of the remediation system was approved by the Railroad Commission of Texas and is on-going. The Company does not believe the outcome of any additional dispute or legal actions will have a material effect on the Statements and no amounts have been accrued.
The activity of the Acquired Properties may become subject to potential claims and litigation in the normal course of operations. While the ultimate impact of any proceedings cannot be predicted with certainty, the Companys management is currently not aware of any legal or other contingencies, other than discussed above, that would have a material effect on the Statements.
4. |
S UBSEQUENT E VENTS : |
The Statements were issued on April 18, 2018 and all subsequent events through April 18, 2018 were considered for purposes of analysis and disclosure.
4
S UPPLEMENTAL O IL AND G AS R ESERVE I NFORMATION (U NAUDITED ):
The following tables present the changes in estimated proved and estimated proved developed reserves, the standardized measure of discounted future net cash flows and changes therein relating to estimated proved oil, natural gas, and NGL reserves for the periods presented. We caution that there are many uncertainties inherent in estimating proved reserve quantities and in projecting future production rates and the timing of development. Accordingly, these estimates are expected to change as further information becomes available. Material revisions of reserve estimates may occur in the future, development and production of the oil, natural gas and NGL reserves may not occur in the periods assumed, and actual prices realized may vary significantly from those used in these estimates. The standardized measure excludes income taxes as the Company is a limited liability company and not subject to income taxes. The Acquired Properties are located in Texas and are subject to an entity-level tax, the Texas margin tax, at a statutory rate of up to 1.0% of income that is apportioned to Texas.
The estimates of our proved reserves for the periods presented have been prepared by qualified engineers.
Oil
(MBbls) |
Natural
Gas (Mmcf) |
Natural
Gas Liquids (MBbls) |
Total
(MBoe) |
|||||||||||||
Proved developed and undeveloped reserves: |
||||||||||||||||
Balance as of December 31, 2014 |
52,936 | 43,815 | 5,429 | 65,668 | ||||||||||||
Revisions of previous estimates |
(9,558 | ) | 4,787 | 1,804 | (6,956 | ) | ||||||||||
Extensions and discoveries |
45,807 | 67,621 | 10,137 | 67,214 | ||||||||||||
Production |
(2,227 | ) | (2,268 | ) | (340 | ) | (2,945 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2015 |
86,958 | 113,955 | 17,030 | 122,981 | ||||||||||||
Revisions of previous estimates |
(21,437 | ) | (27,177 | ) | (4,189 | ) | (30,156 | ) | ||||||||
Extensions and discoveries |
454 | 1,456 | 207 | 904 | ||||||||||||
Sale of reserves (1) |
(58,075 | ) | (71,674 | ) | (10,725 | ) | (80,746 | ) | ||||||||
Production |
(801 | ) | (1,474 | ) | (187 | ) | (1,234 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2016 |
7,099 | 15,086 | 2,136 | 11,749 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Proved developed reserves: |
||||||||||||||||
Balance as of December 31, 2014 |
6,103 | 7,599 | 750 | 8,120 | ||||||||||||
Balance as of December 31, 2015 |
13,642 | 20,384 | 3,017 | 20,056 | ||||||||||||
Balance as of December 31, 2016 |
1,538 | 4,125 | 583 | 2,809 | ||||||||||||
Proved undeveloped reserves: |
||||||||||||||||
Balance as of December 31, 2014 |
46,833 | 36,216 | 4,679 | 57,548 | ||||||||||||
Balance as of December 31, 2015 |
73,316 | 93,571 | 14,013 | 102,924 | ||||||||||||
Balance as of December 31, 2016 |
5,561 | 10,961 | 1,553 | 8,941 |
(1) |
Represents the sale of 87.5% of the Companys interests in the Acquired Properties to EnerVest on July 6, 2016. |
For the year ended December 31, 2016, the Company divested 80,746 MBoe of proved reserves. Additionally, the Company had downward revisions of 30,156 MBoe due to the decline in prices as compared to 2015.
For the year ended December 31, 2015, the Company reported extensions and discoveries of 67,214 MBoe as a result of successful drilling and completion activities. Additionally, the Company had downward revisions of 6,956 MBoe primarily due to the decline of oil prices as compared to 2014.
The standardized measure of discounted future net cash flows from production of proved reserves was developed as follows: (1) Estimates are made of quantities of proved reserves and future periods during which they are expected to be produced based on year-end economic conditions, (2) As specified by the SEC, estimated future cash flows are compiled by applying the twelve month average of the first of the month prices of oil and natural
5
SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (UNAUDITED)
(Continued)
gas related to the proved reserves at year-end, (3) The future cash flows are reduced by estimated production costs, costs to develop and produce the proved reserves and abandonment costs, all based on year-end economic conditions, plus overhead incurred related to the Acquired Properties, and (4) Future net cash flows are discounted to present value by applying a discount rate of 10%.
The present value of future net cash flows does not purport to be an estimate of the fair market value of the Acquired Properties. An estimate of fair value would also take into account, among other things, anticipated changes in future prices and costs, the expected recovery of reserves in excess of proved reserves and a discount factor more representative of the time value of money and the risks inherent in producing oil and natural gas.
The standardized measure of discounted future net cash flows relating to estimated proved oil, natural gas, and NGL reserves for the periods presented are as follows (in thousands):
Year Ended December 31, | ||||||||
2016 | 2015 | |||||||
Future oil and natural gas sales |
$ | 328,014 | $ | 4,576,717 | ||||
Future production costs |
(94,535 | ) | (1,125,320 | ) | ||||
Future development costs |
(62,694 | ) | (1,041,460 | ) | ||||
Future income tax expense |
(1,722 | ) | (24,028 | ) | ||||
|
|
|
|
|||||
Future net cash flows |
169,063 | 2,385,909 | ||||||
10% annual discount |
(63,125 | ) | (1,082,174 | ) | ||||
|
|
|
|
|||||
Standardized measure of discounted future net cash flows |
$ | 105,938 | $ | 1,303,735 | ||||
|
|
|
|
The principal sources of changes in the standardized measure of discounted future net cash flows for the periods presented are as follows (in thousands):
Year Ended December 31, | ||||||||
2016 | 2015 | |||||||
Balance at the beginning of the period |
$ | 1,303,735 | $ | 1,722,076 | ||||
Net change in prices and production costs |
(68,727 | ) | (1,027,990 | ) | ||||
Net change in future development costs |
6,088 | 108,211 | ||||||
Sales, net of production costs |
(21,448 | ) | (94,961 | ) | ||||
Extensions and discoveries |
7,683 | 692,442 | ||||||
Divestiture of reserves |
(911,126 | ) | | |||||
Revisions of previous quantity estimates |
(281,276 | ) | (218,479 | ) | ||||
Previously estimated development costs incurred |
28,465 | 28,907 | ||||||
Net change in income taxes |
12,679 | 220 | ||||||
Accretion of discount |
39,136 | 173,606 | ||||||
Changes in timing and other |
(9,271 | ) | (80,297 | ) | ||||
|
|
|
|
|||||
Balance at the end of the period |
$ | 105,938 | $ | 1,303,735 | ||||
|
|
|
|
6