Exhibit 99.2
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
The following unaudited pro forma combined financial information and explanatory notes present how the combined financial statements of Mariner Energy, Inc. (“Mariner”) and Hydro Gulf of Mexico, L.L.C. (“HGOM”) may have appeared had the businesses actually been combined as of December 31, 2007 (with respect to the balance sheet information using currently available fair value information) or as of January 1, 2007 (with respect to statements of operations information). The unaudited pro forma combined financial information shows the impact of the acquisition on the historical financial position and results of operations under the purchase method of accounting with Mariner treated as the acquirer. Under this method of accounting, the assets and liabilities of HGOM are recorded by Mariner at their estimated fair values as of the date the acquisition was completed.
The unaudited pro forma combined balance sheet as of December 31, 2007 assumes the acquisition was completed on that date. The unaudited pro forma combined condensed statement of operations gives effect to the acquisition as if it had been completed on January 1, 2007. On January 31, 2008, Mariner acquired 100% of the equity in a subsidiary of Hydro Gulf of Mexico, Inc., pursuant to the Membership Interest Purchase Agreement between them executed December 23, 2007. The acquired subsidiary, HGOM, was an indirect subsidiary of StatoilHydro ASA and owns Gulf of Mexico shelf assets and operations. Mariner paid approximately $241.1 million after giving effect to customary purchase price adjustments, and there may be additional purchase price adjustments.
The unaudited pro forma combined financial information has been derived from and should be read together with Mariner’s historical consolidated financial statements in Part II, Item 8 of Mariner’s Form 10-K for the year ended December 31, 2007 and with HGOM’s statement of revenues and direct operating expenses which are included as Exhibit 99.1 to the Form 8-K/A of which this Exhibit 99.2 is a part. HGOM’s statement of revenues and direct operating expenses does not include all of the costs of doing business.
The unaudited pro forma combined condensed financial information is for illustrative purposes only. The financial results may have been different had HGOM been an independent company and had the companies always been combined. You should not rely on the unaudited pro forma combined condensed financial information as being indicative of the historical results that would have been achieved had the acquisition occurred in the past or the future financial results that Mariner will achieve after the acquisition.
The combination of HGOM with Mariner is expected to cause the average reserve life of Mariner’s oil and gas properties to decrease from current levels and to result in a higher rate of depreciation, depletion, and amortization for the combined operations. For example, the estimated proved reserves of HGOM’s properties as of December 31, 2007 were 49.7 Bcfe and production for the year ended December 31, 2007 was approximately 27.4 Bcfe, a reserve life on an annualized basis of 1.8. This ratio is indicative of the relatively higher productive rates of offshore oil and gas properties when compared to most onshore fields. While the higher productive rates generally result in a faster return on investment than onshore fields, they also result in a faster depletion of the underlying proved reserves and a resulting higher rate of depreciation, depletion, and amortization. As of December 31, 2007, Mariner’s proved reserves totaled 835.8 Bcfe and production for the year ended December 31, 2007 was approximately 100.3 Bcfe, a reserve life on an annualized basis of 8.3. For the combined operations, as of December 31, 2007, proved reserves would have totaled approximately 885.5 Bcfe and production for the year ended December 31, 2007 would have totaled 127.7 Bcfe, a reserve life on an annualized basis of 6.9. Mariner will write-up HGOM to estimated fair value as of the acquisition date; this also is expected to cause the underlying DD&A rate to increase for the combined operations.
MARINER ENERGY, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
As of December 31, 2007
(In thousands)
| | | | | | | | | | | | |
| | | | | | | | | | Mariner | |
| | Mariner | | | Pro Forma | | | Pro Forma | |
| | Historical | | | Adjustments | | | Combined | |
ASSETS
|
Current Assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 18,589 | | | $ | — | | | $ | 18,589 | |
Receivables | | | 157,774 | | | | 2,954 | (1) | | | 160,728 | |
Insurance receivables | | | 26,683 | | | | — | | | | 26,683 | |
Derivative financial instruments | | | 11,863 | | | | — | | | | 11,863 | |
Intangible assets | | | 17,209 | | | | — | | | | 17,209 | |
Prepaid expenses and other | | | 10,630 | | | | — | | | | 10,630 | |
Deferred tax asset | | | 6,232 | | | | — | | | | 6,232 | |
| | | | | | | | | |
Total current assets | | | 248,980 | | | | 2,954 | | | | 251,934 | |
Property and Equipment, net | | | 2,420,194 | | | | 243,024 | (2)(3) | | | 2,663,218 | |
Restricted Cash | | | 5,000 | | | | — | | | | 5,000 | |
Goodwill | | | 295,598 | | | | — | | | | 295,598 | |
Insurance Receivables | | | 56,924 | | | | — | | | | 56,924 | |
Derivative Financial Instruments | | | 691 | | | | — | | | | 691 | |
Other Assets, net of amortization | | | 56,248 | | | | (17,625 | )(3) | | | 38,623 | |
| | | | | | | | | |
TOTAL ASSETS | | $ | 3,083,635 | | | $ | 228,353 | | | $ | 3,311,988 | |
| | | | | | | | | |
| | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
Current Liabilities: | | | | | | | | | | | | |
Accounts payable | | $ | 1,064 | | | $ | — | | | $ | 1,064 | |
Accrued liabilities | | | 96,936 | | | | 4,851 | (1) | | | 101,787 | |
Accrued capital costs | | | 159,010 | | | | — | | | | 159,010 | |
Abandonment liability | | | 30,985 | | | | — | | | | 30,985 | |
Accrued interest | | | 7,726 | | | | — | | | | 7,726 | |
Derivative financial instruments | | | 19,468 | | | | — | | | | 19,468 | |
| | | | | | | | | |
Total current liabilities | | | 315,189 | | | | 4,851 | | | | 320,040 | |
Long-Term Liabilities: | | | | | | | | | | | | |
Abandonment liability | | | 191,021 | | | | — | | | | 191,021 | |
Deferred income tax | | | 343,948 | | | | — | | | | 343,948 | |
Derivative financial instruments | | | 25,343 | | | | — | | | | 25,343 | |
Long-term debt, bank credit facility | | | 179,000 | | | | 223,502 | (4) | | | 402,502 | |
Long-term debt, senior unsecured notes | | | 600,000 | | | | | | | | 600,000 | |
Minority interest of consolidated subsidiary | | | 1 | | | | — | | | | 1 | |
Other long-term liabilities | | | 38,115 | | | | — | | | | 38,115 | |
| | | | | | | | | |
Total long-term liabilities | | | 1,377,428 | | | | 223,502 | | | | 1,600,930 | |
Stockholders’ Equity: | | | | | | | | | | | | |
Common stock | | | 9 | | | | — | | | | 9 | |
Additional paid-in capital | | | 1,054,089 | | | | — | | | | 1,054,089 | |
Accumulated other comprehensive (loss) | | | (22,576 | ) | | | — | | | | (22,576 | ) |
Accumulated retained earnings | | | 359,496 | | | | — | | | | 359,496 | |
| | | | | | | | | |
Total stockholders’ equity | | | 1,391,018 | | | | — | | | | 1,391,018 | |
| | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 3,083,635 | | | $ | 228,353 | | | $ | 3,311,988 | |
| | | | | | | | | |
MARINER ENERGY, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2007
(In thousands, except share data)
| | | | | | | | | | | | | | | | |
| | | | | | Hydro Gulf | | | | | | | Mariner | |
| | Mariner | | | of Mexico, L.L.C. | | | Pro Forma | | | Pro Forma | |
| | Historical | | | Historical(5) | | | Adjustments | | | Combined | |
Revenues: | | | | | | | | | | | | | | | | |
Natural gas | | $ | 534,537 | | | $ | 150,769 | | | $ | — | | | $ | 685,306 | |
Oil | | | 284,405 | | | | 43,153 | | | | — | | | | 327,558 | |
Natural gas liquids | | | 54,192 | | | | 19,862 | | | | — | | | | 74,054 | |
Other revenues | | | 1,591 | | | | 2,863 | | | | — | | | | 4,454 | |
| | | | | | | | | | | | |
Total revenues | | | 874,725 | | | | 216,647 | | | | — | | | | 1,091,372 | |
Costs and Expenses: | | | | | | | | | | | | | | | | |
Lease operating expense | | | 152,593 | | | | 30,589 | | | | — | | | | 183,182 | |
Severance and ad valorem taxes | | | 13,101 | | | | 105 | | | | — | | | | 13,206 | |
Transportation expense | | | 8,788 | | | | 2,385 | | | | — | | | | 11,173 | |
General and administrative expense | | | 41,126 | | | | — | | | | (203) | (6) | | | 40,923 | |
Depreciation, depletion and amortization | | | 384,321 | | | | — | | | | 104,803 | (7) | | | 489,124 | |
Other miscellaneous expense | | | 6,086 | | | | — | | | | — | | | | 6,086 | |
| | | | | | | | | | | | |
Total costs and expenses | | | 606,015 | | | | 33,079 | | | | 104,600 | | | | 743,694 | |
| | | | | | | | | | | | |
OPERATING INCOME | | | 268,710 | | | | 183,568 | | | | (104,600 | ) | | | 347,678 | |
Other Income/(Expense): | | | | | | | | | | | | | | | | |
Interest income | | | 1,403 | | | | — | | | | — | | | | 1,403 | |
Interest expense, net of amounts capitalized | | | (54,665 | ) | | | — | | | | (19,259) | (8) | | | (73,924 | ) |
Other income/(expense) | | | 5,811 | | | | — | | | | — | | | | 5,811 | |
| | | | | | | | | | | | |
Income before taxes and Minority Interest | | | 221,259 | | | | 183,568 | | | | (123,859 | ) | | | 280,968 | |
Provision for income taxes | | | (77,324 | ) | | | — | | | | (21,015) | (9) | | | (98,339 | ) |
Minority Interest Expense | | | (1 | ) | | | — | | | | — | | | | (1 | ) |
| | | | | | | | | | | | |
NET INCOME | | $ | 143,934 | | | $ | 183,568 | | | $ | (144,874 | ) | | $ | 182,628 | |
| | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | | | | | |
Net Income per share—basic | | $ | 1.68 | | | | | | | | | | | $ | 2.13 | |
| | | | | | | | | | | | | | |
Net Income per share—diluted | | $ | 1.67 | | | | | | | | | | | $ | 2.12 | |
| | | | | | | | | | | | | | |
Weighted average shares outstanding—basic | | | 85,645,199 | | | | | | | | 85,645,199 | | | | 85,645,199 | |
Weighted average shares outstanding—diluted | | | 86,125,811 | | | | | | | | 86,125,811 | | | | 86,125,811 | |
Notes to Unaudited Pro Forma Combined Condensed Financial Data
The unaudited “Mariner Pro Forma Combined” financial data have been prepared to give effect to Mariner’s acquisition of HGOM on January 31, 2008. Information under the heading “Pro Forma Adjustments” gives effect to the adjustments related to the acquisition. The unaudited pro forma combined condensed statements are not necessarily indicative of the results of Mariner’s future operations.
The unaudited pro forma combined financial information has been derived from and should be read together with Mariner’s historical consolidated financial statements and HGOM’s statement of revenues and direct operating expenses. HGOM’s statement of revenues and direct operating expenses does not reflect all of the costs of doing business.
(1) | | To record current platform and gas imbalance receivables and payables of $3.0 million and $4.9 million, respectively, in accordance with the entitlement method of accounting. |
(2) | | To record the preliminary purchase price of assets acquired, including proved and unproved oil and gas properties. |
(3) | | To adjust for the $17.6 million deposit paid concurrently with the execution of the Membership Interest Purchase Agreement in December 2007. |
(4) | | To record additional borrowings under Mariner’s bank credit facility used to finance the acquisition. |
(5) | | No historical financial statements in conformity with generally accepted accounting principles in the United States of America exist for HGOM’s shelf oil and gas operations on a stand-alone basis; however, the statement of revenues and direct operating expenses is presented for the year ended December 31, 2007. |
(6) | | To record decreased commitment fees related to increased borrowings to finance the acquisition. |
(7) | | To adjust depreciation, depletion and amortization expense to give effect to the acquisition of HGOM and step-up in value using the unit of production method under the full cost method of accounting. |
|
(8) | | To adjust interest expense to give effect to the acquisition. The interest rate used was prime, or 7.25%, as of December 31, 2007. |
|
(9) | | To record income tax expense on the combined company results of operations based on a statutory combined federal and state tax rate of 35%. |
Supplemental Pro Forma Combined Oil and Gas Reserve and Standardized Measure Information (Unaudited)
The following unaudited supplemental pro forma oil and natural gas reserve tables present how the combined oil and gas reserve and standardized measure information of Mariner and HGOM may have appeared had the businesses actually been combined as of December 31, 2007. The Supplemental Pro Forma Combined Oil and Gas Reserve and Standardized Measure Information is for illustrative purposes only. You should refer to footnote 15 in Mariner’s Notes to the Financial Statements in Part II, Item 8 of Mariner’s Form 10-K for the year ended December 31, 2007, and to footnote 2 in HGOM’s Notes to Statement of Revenues and Direct Operating Expenses included as Exhibit 99.1 to the Form 8-K/A of which this Exhibit 99.2 is a part for additional information presented in accordance with the requirements of Statement of Financial Accounting Standards No. 69, Disclosures About Oil and Gas Producing Activities.
ESTIMATED PRO FORMA COMBINED QUANTITIES OF PROVED RESERVES
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Mariner Historical | | Hydro Gulf of Mexico, L.L.C. Historical | | Mariner Pro Forma Combined |
| | | | | | | | | | Natural | | | | | | | | | | Natural | | | | | | | | | | Natural |
| | | | | | Natural | | Gas | | | | | | Natural | | Gas | | | | | | Natural | | Gas |
| | Oil & NGLs | | Gas | | Equivalents | | Oil & NGLs | | Gas | | Equivalents | | Oil & NGLs | | Gas | | Equivalents |
| | (Mbbl) | | (MMcf) | | (Mmcfe) | | (Mbbl) | | (MMcf) | | (Mmcfe) | | (Mbbl) | | (MMcf) | | (Mmcfe) |
December 31, 2006 | | | 48,136 | | | | 426,687 | | | | 715,503 | | | | 2,188 | | | | 61,679 | | | | 74,809 | | | | 50,324 | | | | 488,366 | | | | 790,312 | |
Revisions of previous estimates | | | 5,707 | | | | 2,402 | | | | 36,643 | | | | — | | | | — | | | | — | | | | 5,707 | | | | 2,402 | | | | 36,643 | |
Extensions, discoveries and other additions | | | 4,671 | | | | 61,548 | | | | 89,576 | | | | 16 | | | | 2,206 | | | | 2,304 | | | | 4,687 | | | | 63,754 | | | | 91,880 | |
Purchases of reserves in place | | | 11,763 | | | | 25,832 | | | | 96,407 | | | | — | | | | — | | | | — | | | | 11,763 | | | | 25,832 | | | | 96,407 | |
Sales of reserves in place | | | (283 | ) | | | (341 | ) | | | (2,041 | ) | | | — | | | | — | | | | — | | | | (283 | ) | | | (341 | ) | | | (2,041 | ) |
Production | | | (5,431 | ) | | | (67,689 | ) | | | (100,273 | ) | | | (1,043 | ) | | | (21,180 | ) | | | (27,440 | ) | | | (6,474 | ) | | | (88,869 | ) | | | (127,713 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2007 | | | 64,563 | | | | 448,439 | | | | 835,815 | | | | 1,161 | | | | 42,705 | | | | 49,673 | | | | 65,724 | | | | 491,144 | | | | 885,488 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ESTIMATED PRO FORMA COMBINED QUANTITIES OF PROVED DEVELOPED RESERVES
| | | | | | | | | | | | |
| | As of December 31, 2006 (1) |
| | | | | | Hydro Gulf of | | Mariner |
| | Mariner | | Mexico, L.L.C. | | Pro Forma |
| | Historical | | Historical | | Combined |
Natural gas (Bcf) | | | 247.8 | | | | 57.3 | | | | 305.1 | |
Oil & NGLs (MMbbls) | | | 26.8 | | | | 1.8 | | | | 28.6 | |
| | | | | | | | | | | | |
Total (Bcfe) | | | 408.7 | | | | 68.4 | | | | 477.1 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | As of December 31, 2007 |
| | | | | | Hydro Gulf of | | Mariner |
| | Mariner | | Mexico, L.L.C. | | Pro Forma |
| | Historical | | Historical | | Combined |
Natural gas (Bcf) | | | 326.1 | | | | 39.9 | | | | 366.0 | |
Oil & NGLs (MMbbls) | | | 39.6 | | | | 1.1 | | | | 40.7 | |
| | | | | | | | | | | | |
Total (Bcfe) | | | 563.9 | | | | 46.4 | | | | 610.3 | |
| | | | | | | | | | | | |
| | |
(1) | | The Proved Developed Reserves at December 31, 2006 were calculated by adding current year production and adjusting for customary proved developed reserve adjustments to the ending balance. |
PRO FORMA COMBINED STANDARDIZED MEASURE OF DISCOUNTED
FUTURE NET CASH FLOWS
| | | | | | | | | | | | |
| | For the Year Ending December 31, 2007 | |
| | | | | | Hydro Gulf of | | | Mariner | |
| | Mariner | | | Mexico, L.L.C. | | | Pro Forma | |
| | Historical | | | Historical | | | Combined | |
Future cash inflows | | $ | 8,330,819 | | | $ | 396,879 | | | $ | 8,727,698 | |
Future production costs | | | (1,970,944 | ) | | | (62,702 | ) | | | (2,033,646 | ) |
Future development costs | | | (955,278 | ) | | | (85,282 | ) | | | (1,040,560 | ) |
Future income taxes | | | (1,467,999 | ) | | | (1,363 | ) | | | (1,469,362 | ) |
| | | | | | | | | |
Future net cash flows | | | 3,936,598 | | | | 247,532 | | | | 4,184,130 | |
Discount of future net cash flows at 10% per annum | | | (1,704,689 | ) | | | (36,362 | ) | | | (1,741,051 | ) |
| | | | | | | | | |
Standardized measure of discounted future net cash flows | | $ | 2,231,909 | | | $ | 211,170 | | | $ | 2,443,079 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Balance, December 31, 2006 | | $ | 1,239,861 | | | $ | 308,066 | | | $ | 1,547,927 | |
Increase (decrease) in discounted future net cash flows: | | | | | | | | | | | | |
Sales and transfers of oil and gas produced, net of production costs | | | (698,652 | ) | | | (180,705 | ) | | | (879,357 | ) |
| | | | | | | | | | | | |
Net changes in prices and production costs | | | 470,932 | | | | 5,576 | | | | 476,508 | |
Extensions and discoveries, net of future development and production costs | | | 202,272 | | | | 14,970 | | | | 217,242 | |
Purchases of reserves in place | | | 353,441 | | | | — | | | | 353,441 | |
Development costs during period and net change in development costs | | | 812,655 | | | | 29,111 | | | | 841,766 | |
Revision of previous quantity estimates | | | 175,039 | | | | — | | | | 175,039 | |
Sales of reserves in place | | | (1,383 | ) | | | — | | | | (1,383 | ) |
Net change in income taxes | | | (510,611 | ) | | | 3,346 | | | | (507,265 | ) |
Accretion of discount before income taxes | | | 123,986 | | | | 30,806 | | | | 154,792 | |
Changes in production rates (timing) and other | | | 64,369 | | | | — | | | | 64,369 | |
| | | | | | | | | |
Balance, December 31, 2007 | | $ | 2,231,909 | | | $ | 211,170 | | | $ | 2,443,079 | |
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