Exhibit 99.1
RESERVES AND ECONOMICS REPORT
VADDA ENERGY CORPORATION
AS OF
DECEMBER 31, 2010
Prepared for:
Mr. Daro Blankenship
Chief Executive Officer
Vadda Energy Corporation
April 27, 2011
Mr. Daro Blankenship
Chief Executive Officer
Vadda Energy Corporation
1660 South Stemmons Freeway, Suite 440
Lewisville, TX 75067
Dear Mr. Blankenship:
Pursuant to your request, we prepared a reserves and economics report for certain oil and gas interests (the “Reserves”) located in Pennsylvania and Kentucky as of December 31, 2010, (the “Valuation Date”) for Vadda Energy Corporation (the “Company”). It is our understanding that the proved reserves estimated in this report constitute all proved reserves owned by the Company. This Reserves valuation was performed for financial reporting purposes related to the Company’s registration statement on Form 10 to be filed with the U.S. Securities and Exchange Commission. No other use for this analysis is intended or should be inferred.
We performed a calculation engagement and present our report in conformity with the Statement of Standards for Valuation Services No. 1 (SSVS) of the American Institute of Certified Public Accountants (AICPA). SSVS defines a calculation engagement as “an engagement to estimate value in which a valuation analyst determines an estimate of the value of a subject interest by performing appropriate procedures, as outlined in the AICPA Statement on Standards for Valuation Services, and is free to apply the valuation approaches and methods he or she deems appropriate in the circumstances. The valuation analyst expresses the results of the calculation engagement as a conclusion of value, which may be either a single amount or a range.” SSVS addresses a summary report as: “The summary report is structured to provide an abridged version of the information that would be provided in a detailed report, and therefore, need not contain the same level of detail as a detailed report.”
603 S. Main Street • 2nd Floor • Grapevine • Texas 76051 • Tel: 817.481.4900 • Fax: 817.481.4905
www.valuescopeinc.com
Mr. Daro Blankenship
April 27, 2011
Page 2
Results of the analysis are summarized in the following graphic:
| Estimated Economically Recoverable Reserves, as of December 31, 2010 | |
| | | Oil (mbbl) | | | Natural Gas (mmcf) | | | Total (mmcfe)* | |
| Remaining Net Reserves | | | | | | | | | |
| PROVED | | | | | | | | | |
| Developed | | | | | | | | | |
| North America - United States | | | 8.26 | | | | 1,576.91 | | | | 1,626.47 | |
| TOTAL PROVED | | | 8.26 | | | | 1,576.91 | | | | 1,626.47 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Income Data ($ Dollars) | | | | | | | | | | Total | |
| Future Net Revenue | | $ | 583,220 | | | $ | 6,898,830 | | | $ | 7,482,050 | |
| Less: Operating Expense | | | 300,050 | | | | 3,496,200 | | | | 3,796,250 | |
| Less: Sev. Taxes | | | 26,250 | | | | - | | | | 26,250 | |
| Future Net Income | | $ | 256,920 | | | $ | 3,402,630 | | | $ | 3,659,550 | |
| | | | | | | | | | | | | |
| Discounted PV @ 10% | | $ | 142,990 | | | $ | 1,636,130 | | | $ | 1,779,120 | |
| | | | | | | | | | | | | |
* Total mmcf equivalent - oil (bbl) converted to gas (mcf) at 1 to 6 rate.
RESERVE CATEGORIES
SEC regulations define reserves as the “estimated remaining quantities of oil and gas related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production of oil and gas, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.”1
Oil and gas reserves fall into one of the following categories: proved, probable, and possible. These categories are further divided into appropriate reserve status categories: developed and undeveloped. The developed reserve category is further divided into the appropriate reserve status subcategories: producing and non-producing. Non-producing reserves include shut-in and behind-pipe reserves.
1 SEC Rule 4-10(a)(26) of Regulation S-X.
Mr. Daro Blankenship
April 27, 2011
Page 3
Proved reserves are defined as those reserves “(i) in projects that extract oil and gas through wells, can be expected to be recovered through existing wells with existing equipment and operating methods, and (ii) in projects that extract oil and gas in other ways, can be expected to be recovered through extraction technology installed and operational at the time of the reserves estimate.”2 The estimates shown in this report are for proved reserves. No study has been performed to determine whether probable or possible reserves might be established for these properties.
RESERVE ESTIMATES
Reserve estimates were made based on technical and economic data including, but not limited to, well logs, geologic maps, seismic data, well test data, production data, historical price and cost information, and property ownership interests. The reserves in this report have been estimated using deterministic methods; these estimates have been prepared using standard engineering and geosciences methods, or a combination of methods, including performance analysis, volumetric analysis, analogy, and statistical analysis, that we considered to be appropriate and necessary to categorize and estimate reserves in accordance with SEC definitions and guidelines.
For the purposes of this report, we did not perform any field inspection of the properties, nor did we examine the mechanical operation or condition of the wells and facilities. We have not investigated possible environmental liability related to the properties; therefore, our estimates do not include any costs due to such possible liability.
Reserve estimates are strictly technical judgments. The accuracy of any reserve estimate is a function of the quality of data available and of engineering and geological interpretations. The reserve estimates presented in this report are believed reasonable; however, they are estimates only and should be accepted with the understanding that reservoir performance subsequent to the date of the estimate may justify their revision.
PRICING AND EXPENSE PARAMETERS
Pursuant to SEC guidelines, prices used in this report are based on the 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period from January 2010 through December 2010. For oil and gas prices, the SEC 2010 12-month average West Texas Intermediate crude spot price of $79.43 per barrel and Henry Hub spot price of $4.38 per MMBTU, respectively, were adjusted by lease for energy content, transportation fees, and regional price differentials. All prices were held constant throughout the lives of the properties.3 The average adjusted product prices, weighted by production over the remaining lives of the properties, are $70.57 per barrel of oil and $4.37 per MCF of gas.
2 SEC Rule 4-10(a)(22) of Regulation S-X.
Mr. Daro Blankenship
April 27, 2011
Page 4
Lease operating expenses were estimated for each well based on 2010 expense data provided by the Company. A 4.5% Kentucky severance tax was applied to the Company’s oil reserves in that state. Currently, there are no severance taxes in Pennsylvania.
Future net revenue to the Vadda interest is prior to deducting state production taxes. Future net income is after deductions for state production taxes and operating expenses, but prior to consideration of any income taxes. The future net income has been discounted at an annual rate of 10 percent to determine its present worth, which is shown to indicate the effect of time on the value of money. Future net income presented in this report, whether discounted or undiscounted, should not be construed as being representative of the fair market value of the properties.
GENERAL
All data used in this assignment was provided by the Company or obtained from public industry information sources. A field inspection of the properties was not made in connection with the preparation of this report.
The oil and gas extraction industry is highly regulated, with the federal and state governments being involved in all stages of production. State governments determine which areas are open to oil exploration and extraction, enforce environmental legislation and issue exploration and production leases. The potential environmental liabilities related to ownership and/or operation of the properties have not been addressed in this report. Abandonment and clean-up costs and possible salvage value of the equipment were not considered in this report.
In evaluating the information at our disposal related to this report, we have excluded from our consideration all matters that require a legal or accounting interpretation or any interpretation other than those of an engineering or geological nature. In assessing the conclusions of this report pertaining to all aspects of oil and gas valuations, especially pertaining to reserve valuations, there are uncertainties inherent in the interpretation of engineering data, and such conclusions represent only informed professional judgments.
We relied on information received as indicative of the Company and its operations as of the Valuation Date. We made limited investigation as to the accuracy and completeness of such information and did not verify this information as part of this assignment. Therefore, we express no opinion or other form of assurance regarding the accuracy of the data. Our analysis was based in part on this information as well as on other data we developed.
3 The gas price estimates were increased for five properties during 2011, based on existing contractual price hedging arrangements, and returned to the differential adjusted SEC 2010 average price throughout the remainder of the forecast.
Mr. Daro Blankenship
April 27, 2011
Page 5
We are independent of Vadda Energy Corporation, and we have no current or prospective economic interest in the business or property that is the subject of this report. Our fee for this assignment was in no way influenced by the results of our analysis. The Assumptions and Limiting Conditions is an important component of this report.
Should you have questions regarding this report, please contact Gregory E. Scheig, CPA/ABV/CFF, CFA, ValueScope’s Energy Practice Leader, at 817-481-4997.
Respectfully submitted,
ValueScope, Inc.
ValueScope, Inc. 603 S. Main St., 2nd Floor Grapevine, TX 76051 817-481-4995 www.valuescopeinc.com | Gregory E. Scheig CPA/ABV/CFF, CFA Principal 817-481-4997 gscheig@valuescopeinc.com | Overview Mr. Scheig has more than 20 years of consulting and valuation experience, concentrating on oil and gas and utility analyses. He provides valuation and financial consulting services to companies in a broad range of sectors. Working with domestic and international clients, Mr. Scheig has performed hundreds of valuations involving the common and preferred stock of energy companies, reserves, large-scale generation assets, intellectual property and other tangible and intangible assets. As an expert witness, Mr. Scheig has provided deposition and courtroom testimony in matters relating to tax valuations, bankruptcy and economic damages. Mr. Scheig previously worked with national valuation firms Kroll Associates, Inc. and CBIZ Valuation Group, LLC where he led their Dallas practices. Prior to that, he was a senior manager in Deloitte Consulting’s Energy Strategy practice. Mr. Scheig began his career with the financial consulting firm, FINANCO, Inc. in Austin, Texas, specializing in complex financial analysis and regulatory support. Professional Experience · Purchase price allocations · Litigation support · Derivative valuations · Strategy consulting/assessment Education · University of Texas at Austin, B.S., Petroleum Engineering · University of Texas at Austin, M.B.A, Finance and Accounting Professional Affiliations · American Institute of Certified Public Accountants , ABV (Accredited in Business Valuation), CFF (Certified in Financial Forensics) · CFA Institute (Dallas/Fort Worth Society) · Texas Society of Certified Public Accountants (Energy Conference Committee) · Appraisal Issues Task Force (AITF) |
APPENDICES
| SUMMARY ECONOMIC REPORTS | A |
| | |
| DETAILED ECONOMIC REPORTS | B |
| | |
| PRODUCTION FORECAST GRAPHS | C |
ASSUMPTIONS AND LIMITING CONDITIONS
This valuation by ValueScope, Inc. is subject to and governed by the following Assumptions and Limiting Conditions and other terms, assumptions and conditions contained in the engagement letter.
LIMITATION ON DISTRIBUTION AND USE
The report, the final estimate of value, and the prospective financial analyses included therein are intended solely for the information of the person or persons to whom they are addressed and solely for the purposes stated; they should not be relied upon for any other purpose, and no party other than the Company or other related entities mentioned in this document may rely on them for any purpose whatsoever. Neither the valuation report, its contents, nor any reference to the appraiser or ValueScope, Inc. may be referred to or quoted in any registration statement, prospectus, offering memorandum, sales brochure, other appraisal, loan or other agreement or document given to third parties without our prior written consent. In addition, except as set forth in the report, our analysis and report are not intended for general circulation or publication, nor are they to be reproduced or distributed to third parties without our prior written consent; provided, however, that if ValueScope, Inc. fails to inform the Company whether ValueScope, Inc. will provide such consent within five (5) business days after receiving the Company's request thereof, then ValueScope, Inc.’s consent shall be deemed conclusively to have been provided without any further action by the Company or ValueScope, Inc.
No change of any item in this report shall be made by anyone other than ValueScope, and we shall have no responsibility for any such unauthorized change.
The valuation may not be used in conjunction with any other appraisal or study. The value conclusion(s) stated in this appraisal is based on the program of utilization described in the report, and may not be separated into parts. The appraisal was prepared solely for the purpose, function and party so identified in the report. The report may not be reproduced, in whole or in part, and the findings of the report may not be utilized by a third party for any purpose, without the express written consent of ValueScope, Inc.
As required by new U.S. Treasury rules, we inform you that, unless expressly stated otherwise, any U.S. federal tax advice contained in this report, including attachments, is not intended or written to be used, and cannot be used, by any person for the purpose of avoiding any penalties that may be imposed by the Internal Revenue Service.
NOT A FAIRNESS OPINION
Neither our opinion nor our report are to be construed as an opinion of the fairness of an actual or proposed transaction, a solvency opinion, or an investment recommendation, but, instead, are the expression of our determination of fair value 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, including our analysis whether impairment of goodwill exists.
ASSUMPTIONS AND LIMITING CONDITIONS
OPERATIONAL ASSUMPTIONS
Unless stated otherwise, our analysis (i) assumes that, as of the valuation date, the Company and its assets will continue to operate as configured as a going concern, (ii) is based on the past, present and future projected financial condition of the Company and its assets as of the valuation date, and (iii) assumes that the Company has no undisclosed real or contingent assets or liabilities, other than in the ordinary course of business, that would have a material effect on our analysis.
COMPETENT MANAGEMENT ASSUMED
It should be specifically noted that the valuation assumes the property will be competently managed and maintained over the expected period of ownership. This appraisal engagement does not entail an evaluation of management’s effectiveness, nor are we responsible for future marketing efforts and other management or ownership actions upon which actual results will depend.
NO OBLIGATION TO PROVIDE SERVICES AFTER COMPLETION
Valuation assignments are accepted with the understanding that there is no obligation to furnish services after completion of this engagement. If the need for subsequent services related to a valuation assignment (e.g., including testimony, preparation for testimony, other activity compelled by legal process, updates, conferences, reprint or copy services, document production or interrogatory response preparation, whether by request of the Company or by subpoena or other legal process initiated by a party other than the Company) is requested, special arrangements for such services acceptable to ValueScope, Inc. must be made in advance. ValueScope, Inc. reserves the right to make adjustments to the analysis, opinion and conclusion set forth in the report as we deem reasonably necessary based upon consideration of additional or more reliable data that may become available.
In all matters that may be potentially challenged by a Court or other party, we do not take responsibility for the degree of reasonableness of contrary positions that others may choose to take, nor for the costs or fees that may be incurred in the defense of our recommendations against challenge(s). We will, however, retain our supporting workpapers for your matter(s), and will be available to assist in defending our professional positions taken, at our then current rates, plus direct expenses at actual, and according to our then current Standard Professional Agreement.
NO OPINION IS RENDERED AS TO LEGAL FEE OR PROPERTY TITLE
No opinion is rendered as to legal fee or property title. No opinion is intended in matters that require legal, engineering or other professional advice that has been or will be obtained from professional sources.
ASSUMPTIONS AND LIMITING CONDITIONS
LIENS AND ENCUMBRANCES
ValueScope will give no consideration to liens or encumbrances except as specifically stated. We will assume that all required licenses and permits are in full force and effect, and we make no independent on-site tests to identify the presence of any potential environmental risks. We assume no responsibility for the acceptability of the valuation approaches used in our report as legal evidence in any particular court or jurisdiction.
INFORMATION PROVIDED BY OTHERS
Information furnished by others is presumed to be reliable; no responsibility, whether legal or otherwise, is assumed for its accuracy and cannot be guaranteed as being certain. All financial data, operating histories and other data relating to income and expenses attributed to the business have been provided by management or its representatives and have been accepted without further verification except as specifically stated in the report.
PROSPECTIVE FINANCIAL INFORMATION
Valuation reports may contain prospective financial information, estimates or opinions that represent reasonable expectations at a particular point in time, but such information, estimates or opinions are not offered as forecasts, prospective financial statements or opinions, predictions or as assurances that a particular level of income or profit will be achieved, that events will occur or that a particular price will be offered or accepted. Actual results achieved during the period covered by our prospective financial analysis will vary from those described in our report, and the variations may be material.
Any use of management’s projections or forecasts in our analysis will not constitute an examination, review or compilation of prospective financial statements in accordance with standards established by the American Institute of Certified Public Accountants (AICPA). We will not express an opinion or any other form of assurance on the reasonableness of the underlying assumptions or whether any of the prospective financial statements, if used, are presented in conformity with AICPA presentation guidelines.
REGULATORY AND ENVIRONMENTAL CONSIDERATIONS
The report assumes all required licenses, certificates of occupancy, consents, or legislative or administrative authority from any local, state or national government, or private entity or organization have been or can be obtained or reviewed for any use on which the opinion contained in the report are based.
ValueScope is not an environmental consultant or auditor, and it takes no responsibility for any actual or potential environmental liabilities. Any person entitled to rely on this report, wishing to know whether such liabilities exist, or the scope and their effect on the value of the property, is encouraged to obtain a professional environmental assessment. ValueScope does not conduct or provide environmental assessments and has not performed one for the subject property.
ASSUMPTIONS AND LIMITING CONDITIONS
ValueScope has not determined independently whether the Company is subject to any present or future liability relating to environmental matters (including, but not limited to CERCLA/Superfund liability) nor the scope of any such liabilities. ValueScope’s valuation takes no such liabilities into account, except as they have been reported to ValueScope by the Company or by an environmental consultant working for the Company, and then only to the extent that the liability was reported to us in an actual or estimated dollar amount. Such matters, if any, are noted in the report. To the extent such information has been reported to us, ValueScope has relied on it without verification and offers no warranty or representation as to its accuracy or completeness.
Unless otherwise stated, no effort has been made to determine the possible effect, if any, on the subject business due to future federal, state, or local legislation, including any environmental or ecological matters or interpretations thereof.
ValueScope has not made a specific compliance survey or analysis of the subject property to determine whether it is subject to, or in compliance with, the American Disabilities Act of 1990, and this valuation does not consider the effect, if any, of noncompliance.
ValueScope expresses no opinion for matters that require legal or other specialized expertise, investigation, or knowledge beyond that customarily employed by business appraisers.
POTENTIAL FUTURE SALES
Any decision to purchase, sell or transfer any interest in the subject company or its subsidiaries shall be your sole responsibility, as well as the structure to be utilized and the price to be accepted.
The selection of the price to be accepted requires consideration of factors beyond the information we will provide or have provided. An actual transaction involving the subject business might be concluded at a higher value or at a lower value, depending upon the circumstances of the transaction and the business, and the knowledge and motivations of the buyers and sellers at that time. Due to the economic and individual motivational influences which may affect the sale of a business interest, the appraiser assumes no responsibility for the actual price of any subject business interest if sold or transferred.
INDEMNIFICATION BY THE COMPANY
The following indemnifications apply only to the extent that any losses, claims, damages, judgments or liabilities are not caused by fraud, bad faith, gross negligence or willful malfeasance on the part of ValueScope.
The Company agrees to indemnify and hold harmless ValueScope, and its respective principals, affiliate, agents and employees (“Indemnified Party”) against any losses, claims, damages, judgments or liabilities arising out of or based upon any professional advisory services rendered pursuant to this agreement. Furthermore, the Company agrees to indemnify ValueScope and any Indemnified Party against any losses, claims, damages, judgments or liabilities incurred as a result of a third party initiating a lawsuit against any Indemnified Party based upon any consulting services rendered to the Company pursuant to this agreement. In consideration for this indemnification agreement, ValueScope will provide professional advisory services.
ASSUMPTIONS AND LIMITING CONDITIONS
The Company agrees to reimburse ValueScope and any Indemnified Party for any necessary and reasonable expenses, attorneys’ fees or costs incurred in the enforcement of any part of the indemnity agreement 30 days after receiving written notice from ValueScope.
The obligations of ValueScope under this agreement are solely corporate obligations, and no officer, director, employee, agent, shareholder or controlling person in ValueScope shall be subjected to any personal liability whatsoever to any person, nor will any such claim be asserted by or on behalf of you or your affiliates.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts of law principles. The parties hereby irrevocably submit to the jurisdiction of the federal or state courts in the State of Texas, specifically and exclusively in the Tarrant County Court or the Federal District Court for the Northern District of Texas, over any dispute or proceeding arising out of this Agreement and agree that all claims in respect of such dispute or proceeding shall be heard and determined in such court. The parties to this Agreement hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may have to the venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute.
APPENDIX A - SUMMARY ECONOMIC REPORTS
APPENDIX B - DETAILED ECONOMIC REPORTS
APPENDIX C - PRODUCTION FORCAST GRAPHS
