Acquisitions and Sales of Oil and Natural Gas Property Interests | 6 Months Ended |
Jun. 30, 2014 |
Business Combinations [Abstract] | ' |
Acquisitions and Sales of Oil and Natural Gas Property Interests | ' |
ACQUISITIONS AND SALES OF OIL AND NATURAL GAS PROPERTY INTERESTS |
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Pro Forma Results |
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The Company’s summary pro forma results for the three and six months ended June 30, 2013 were derived from the actual results of the Company’s accounting predecessor, which reflects the combined results of RSP LLC and Rising Star, and have been adjusted to reflect the Collins and Wallace Contributions and the ACTOIL NPI Repurchase, both of which were completed in connection with the IPO on January 23, 2014, as if such transactions had occurred on January 1, 2013. Additionally, the pro forma results for the 2013 periods include the estimated activity associated with the Spanish Trail Acquisition (as defined below), which was completed in September 2013, and the Resolute Sale, which was completed in March 2013, as if each of these transactions had occurred on January 1, 2013. |
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Our pro forma results for the six months ended June 30, 2014 were derived from our actual results and have been adjusted to reflect the Collins and Wallace Contributions and the ACTOIL NPI Repurchase, both of which were completed in connection with the IPO on January 23, 2014, as if such transactions had occurred on January 1, 2013. There were no pro forma adjustments required for the three months ended June 30, 2014. |
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The pro forma financial information included below does not give effect to certain acquisitions that were immaterial to our actual and pro forma results for the periods reflected below and does not make any adjustments for non-recurring expenses associated with the IPO. |
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The unaudited pro forma financial information does not purport to be indicative of results of operations that would have occurred had the transaction occurred on the basis assumed above, nor is such information indicative of expected future results of operations. |
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| | Three Months Ended June 30, 2014 | | Three Months Ended June 30, 2013 |
| | Actual | | Pro Forma | | Actual | | Pro Forma |
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Revenues | | $ | 74,062 | | | $ | 74,062 | | | $ | 25,148 | | | $ | 47,377 | |
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Net income (loss) | | $ | 8,226 | | | $ | 8,226 | | | $ | 7,859 | | | $ | 17,190 | |
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| | Six Months Ended June 30, 2014 | | Six Months Ended June 30, 2013 |
| | Actual | | Pro Forma | | Actual | | Pro Forma |
| | (In thousands) | | (In thousands) |
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Revenues | | $ | 131,821 | | | $ | 136,806 | | | $ | 49,803 | | | $ | 80,568 | |
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Net income (loss) | | $ | (119,303 | ) | | $ | (119,059 | ) | | $ | 20,725 | | | $ | 25,136 | |
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Recent Acquisitions |
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During the first quarter of 2014, the Company acquired additional acreage prospective for horizontal development in Martin, Glasscock and Dawson counties for an aggregate purchase price of approximately $79 million in three separate transactions with approximately $69 million recorded as proved oil and natural gas properties. The transactions were financed with borrowings under the Company’s revolving credit facility. |
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In July 2014, the Company entered into multiple agreements to acquire predominantly undeveloped acreage and certain oil and gas producing properties located in Glasscock County, Texas, for an approximate aggregate price of $259 million. These acquisitions are expected to close in late August 2014, and we expect to fund a portion of this acquisition through borrowings under our revolving credit facility. |
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Collins and Wallace Contributions |
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Collins, Wallace LP and Collins & Wallace Holdings, LLC contributed to RSP Inc. certain working interests in the Permian Basin in which RSP LLC already had working interests. In exchange, (i) Collins received shares of RSP Inc.’s common stock and the right to receive approximately $1.6 million in cash, (ii) Wallace LP received shares of RSP Inc.’s common stock and the right to receive $0.6 million in cash, and (iii) Collins & Wallace Holdings, LLC received shares of RSP Inc.’s common stock. The Collins and Wallace Contributions occurred in connection with the IPO. |
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These contributed working interests consist of the following: (i) Collins’ non-operated working interest in substantially all of the oil and natural gas properties that RSP LLC owned prior to the Spanish Trail Acquisition; (ii) Wallace LP’s non-operated working interest in substantially all of the oil and natural gas properties that RSP LLC owned prior to the Spanish Trail Acquisition; and (iii) Collins & Wallace Holdings, LLC’s non-operated working interest in the Spanish Trail Assets (as defined below). |
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A summary of the consideration transferred and the fair value of assets and liabilities acquired in connection with the Collins and Wallace Contributions is as follows (in thousands): |
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Value of the 22,023,654 shares of the Company’s common stock issued in the Collins and Wallace Contributions | $ | 429,461 | | | | | | | | | | | | | | |
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Cash paid in the Collins and Wallace Contributions | 2,219 | | | | | | | | | | | | | | |
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Total consideration for the assets contributed in the Collins and Wallace Contributions | $ | 431,680 | | | | | | | | | | | | | | |
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Fair value of oil and natural gas properties | $ | 644,052 | | | | | | | | | | | | | | |
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Asset retirement obligation | (1,063 | ) | | | | | | | | | | | | | |
Deferred tax liability* | (211,309 | ) | | | | | | | | | | | | | |
Total net assets acquired | $ | 431,680 | | | | | | | | | | | | | | |
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* Amount represents the estimated book to tax difference in oil and natural gas properties as of the acquisition date on a tax-effected basis of approximately 35%. |
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ACTOIL NPI Repurchase |
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In July 2011, RSP LLC sold to ACTOIL a 25% NPI in substantially all of its oil and natural gas properties taken as a whole. In addition, RSP LLC sold to ACTOIL a 25% NPI in the oil and natural gas properties acquired by RSP LLC in the Spanish Trail Acquisition. In connection with the IPO, ACTOIL contributed both 25% NPIs to the Company in exchange for shares of RSP Inc.’s common stock. The 25% NPIs exchanged for shares in the Company had a value of approximately $210.9 million and were accounted for as asset acquisitions. |
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The Company’s predecessor’s sale of properties to Resolute Natural Resources Southwest LLC (“Resolute”) in December 2012 and March 2013 resulted in ACTOIL earning cash proceeds through its NPI in the properties sold. ACTOIL reduced its NPI account cumulative deficit balance with these proceeds, rather than receiving a cash distribution. As such, the Company’s predecessor applied the NPI proceeds dollar-for-dollar to reduce the NPI deficit balance and recorded the amount as a long-term NPI payable on its balance sheet. This amount was eliminated upon ACTOIL contributing its NPI in exchange for common shares. |
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A summary of the consideration transferred and the assets acquired and liabilities acquired in connection with the ACTOIL NPI Repurchase is as follows (in thousands): |
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Value of the 10,816,626 shares of the Company’s common stock issued in the ACTOIL NPI Repurchase | $ | 210,924 | | | | | | | | | | | | | | |
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Elimination of NPI payable | (36,931 | ) | | | | | | | | | | | | | |
Total consideration for the assets contributed in the ACTOIL NPI Repurchase | $ | 173,993 | | | | | | | | | | | | | | |
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Oil and natural gas properties cost | $ | 158,115 | | | | | | | | | | | | | | |
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Asset retirement obligation | (639 | ) | | | | | | | | | | | | | |
Deferred tax asset* | 16,517 | | | | | | | | | | | | | | |
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Total net assets acquired | $ | 173,993 | | | | | | | | | | | | | | |
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* Amount represents the estimated book to tax difference in oil and natural gas properties as of the acquisition date on a tax-effected basis of approximately 35%. |
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Spanish Trail Acquisition |
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On September 10, 2013, RSP LLC acquired additional working interests in certain of its existing properties in the Permian Basin (the “Spanish Trail Acquisition”) from Summit Petroleum, LLC (“Summit”) and EGL Resources, Inc. (“EGL”). The aggregate purchase price for the assets acquired in the Spanish Trail Acquisition (the “Spanish Trail Assets”) agreed to by RSP LLC and the sellers was $155 million. |
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Subsequent to the signing of the purchase agreement and prior to the closing of the Spanish Trail Acquisition, Collins and Wallace LP, non-operating working interest owners in the Spanish Trail Assets, exercised preferential purchase rights granted under a joint operating agreement among the working interest owners in the Spanish Trail Assets. The preferential purchase rights gave Collins and Wallace LP the right to purchase a portion of the working interests sold by Summit and EGL. Collins and Wallace LP completed this acquisition through Collins & Wallace Holdings, LLC, a newly formed entity that is jointly owned by Collins and Wallace LP, which contributed these acquired assets to RSP Inc. in exchange for shares of RSP Inc.’s common stock in connection with the IPO. The exercise of the preferential purchase rights reduced RSP LLC’s purchase price from $155 million to $121 million. |
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Simultaneously with the closing of the Spanish Trail Acquisition, pursuant to ACTOIL’s exercise of a right of first refusal granted by RSP LLC in the agreement that governs ACTOIL’s NPI investment, RSP LLC conveyed a 25% NPI in the Spanish Trail Assets taken as a whole, excluding the portion acquired by Collins & Wallace Holdings, LLC, to ACTOIL in exchange for cash equal to 25% of RSP LLC’s $121 million purchase price. |
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RSP LLC allocated the net purchase price to the oil and natural gas properties acquired and asset retirement obligation assumed as follows (in thousands): |
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Net purchase price | $ | 120,521 | | | | | | | | | | | | | | |
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25% NPI Sale to ACTOIL | (30,131 | ) | | | | | | | | | | | | | |
Oil and natural gas properties acquired | $ | 90,390 | | | | | | | | | | | | | | |
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Asset retirement obligation assumed | 296 | | | | | | | | | | | | | | |
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Oil and natural gas properties | $ | 90,686 | | | | | | | | | | | | | | |
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The Spanish Trail Acquisition was funded with a $70 million term loan, borrowings under the Company’s revolving credit facility (described below in Note 6) and the issuance of the NPI to ACTOIL described above. |
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Resolute Sale |
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Effective October 1, 2012, RSP LLC, ACTOIL and other minority non-operating working interest owners entered into a Purchase, Sale, and Option Agreement (“PSA”) to sell an undivided 32.35% interest in certain assets for an aggregate purchase price of $110 million to Resolute (the “Resolute Sale”). The Company’s share of the purchase price was $69 million and was recorded as a reduction to the basis of the underlying oil and natural gas properties. To the extent that the proceeds received exceeded the cost basis of the oil and natural gas properties, the Company recorded a gain on the sale. In addition, RSP LLC and the other sellers sold Resolute an option (the “Option”) for $5 million, $2.4 million of which was the Company’s share. The Option allowed Resolute to acquire the remaining 67.65% interest in these certain assets. The Option was non-refundable and only entitled Resolute to a limited time period during which it could exercise the right to acquire the remaining interest in these certain assets, and therefore the Option fee was included in the consideration transferred in computing the gain on disposition of the assets described above. The Company recorded a gain in connection with the sale of the 32.35% interest in these assets and the option fee in the amount of $6.7 million for the year ended December 31, 2012. |
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In March 2013, Resolute exercised the right to acquire the 67.65% remaining interest in these assets from RSP LLC, ACTOIL and other working interest owners for an additional purchase price of approximately $230 million. RSP LLC’s share of the purchase price was $144.2 million. In connection with the transaction closing in March 2013, RSP LLC recorded a gain of approximately $6 million. |
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The PSA contained customary closing conditions and included a $5 million title and environmental escrow (net to RSP LLC) and an $11 million indemnity escrow (net to RSP LLC) which were held back from the initial purchase price to provide for these contingencies. Amounts held in escrow for potential indemnity matters were not initially considered in the computation of the gain in connection with the sale of these certain assets because the Company could not reasonably estimate the potential outcome of any such matters at the time of the initial closing of the transaction. |
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Subsequent to the initial closing, in October 2013, RSP LLC received the first two scheduled escrow payments under the terms of the PSA totaling approximately $12 million. The receipt of these funds substantially resolved any uncertainty associated with the ability to collect the remaining portion of the amounts held in escrow and, therefore, the Company recorded the gain associated with all funds received and the remaining escrow amounts not yet received as collectability of such amounts was deemed probable. For the twelve months ended December 31, 2013, the total gain recognized on the Resolute Sale was approximately $22.7 million. |