Exhibit 99.1
McMoRan EXPLORATION CO.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated financial statements and accompanying notes of McMoRan Exploration Co. (McMoRan or “the Company”) as of and for six months ended June 30, 2007 and for the year ended December 31, 2006 (the “Pro Forma Statements”), which have been prepared by the Company’s management, are derived from (a) the audited consolidated financial statements of the Company as of and for the year ended December 31, 2006 included in its Annual Report on Form 10-K; (b) the unaudited consolidated financial statements of the Company as of and for the six months ended June 30, 2007 included in its related Quarterly Report on Form 10-Q; (c) the audited statements of revenues and direct operating expenses of the properties being acquired from Newfield Exploration Company (“Newfield”) (“the Acquired Properties”) for the year ended December 31, 2006; and (d) the unaudited statements of revenues and direct operating expenses of the Acquired Properties as of and for the six months ended June 30, 2007.
The Pro Forma Statements illustrate the effect on McMoRan’s historical financial position and results of operations of the purchase of oil and gas properties and exploration rights from Newfield for cash consideration of approximately $1.08 billion (“the Transaction”), including the Company incurring additional debt to fund the closing of the transaction, repay its existing $100 million senior term loan and provide additional working capital. The Pro Forma Statements are provided for illustrative purposes only and do not purport to represent what the Company’s financial position or results of operations would have been had the Acquired Properties been purchased on the dates indicated or the financial position or results of operations for any future date or period. The unaudited pro forma condensed consolidated balance sheet was prepared assuming that the Transaction had occurred on June 30, 2007. The unaudited pro forma condensed consolidated statements of income for the year ending December 31, 2006 and for the six months ended June 30, 2007 were prepared assuming the Transaction had occurred on January 1, 2006.
The Pro Forma Statements, including the related unaudited adjustments that are described in the accompanying notes, are based on available information and certain assumptions we believe are reasonable in connection with the Transaction. These assumptions are subject to change (see Notes to Unaudited Pro Forma Condensed Consolidated Financial Information). Certain reclassifications of historical direct operating expenses of the oil and gas properties acquired from Newfield were made to conform with McMoRan’s historical financial statement classifications.
The purchase price will be finalized upon final settlement of the Transaction, which is scheduled for 180 days after closing. Additionally, the allocation of the initial purchase price to the Acquired Properties acquired assets and liabilities in the Pro Forma Statements are based on management’s preliminary valuation estimates, Such allocations will be finalized based on valuation and other studies to be performed by management with the services of outside valuation specialists. As a result, the final adjusted purchase price and purchase price allocations will differ, possibly materially, from that presented in the accompanying unaudited pro forma condensed consolidated balance sheet.
The Pro Forma Statements should be read in conjunction with (a) the historical consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Result of Operations,” which are set forth in McMoRan’s Annual Report on Form 10-K for the year ended December 31, 2006 and in McMoRan’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and (b) the audited statements of revenues and direct operating expenses of certain oil and gas properties acquired from Newfield Exploration Company for the years ended December 31, 2006, 2005 and 2004 and the unaudited statements of revenues and direct operating expenses for the six months ended June 30, 2007 and 2006.
McMoRan Exploration Co. | |
Unaudited Pro Forma Condensed Consolidated Balance Sheet | |
at June 30, 2007 | |
(in Thousands) | |
| | | | | | | | | |
ASSETS | Historical | | Adjustments | | Proforma | |
Cash and cash equivalents: | | | | | | | | | |
Continuing operations | $ | 51,977 | | $ | 1,160,961 | a | $ | 29,048 | |
| | | | | (1,076,286 | )b | | | |
| | | | | (103,000 | )c | | | |
| | | | | (4,604 | )d | | | |
Discontinued operations | | 452 | | | | | | 452 | |
Restricted investments | | 2,998 | | | | | | 2,998 | |
Accounts receivable | | 44,981 | | | | | | 44,981 | |
Inventories | | 14,554 | | | | | | 14,554 | |
Prepaid expenses | | 1,640 | | | | | | 1,640 | |
Current assets from discontinued operations | | 2,552 | | | | | | 2,552 | |
Total current assets | | 119,154 | | | (22,929 | ) | | 96,225 | |
Property plant and equipment, net | | 316,198 | | | 1,076,286 | b | | 1,650,984 | |
| | | | | 255,000 | e | | | |
| | | | | 3,500 | f | | | |
Discontinued sulphur business assets | | 355 | | | | | | 355 | |
Restricted investments and cash | | 3,288 | | | | | | 3,288 | |
Other assets | | 6,995 | | | 33,039 | a | | 43,558 | |
| | | | | 4,604 | d | | | |
| | | | | 1,000 | f | | | |
| | | | | (2,080 | )g | | | |
Total assets | $ | 445,990 | | $ | 1,348,420 | | $ | 1,794,410 | |
| | | | | | | | | |
LIABILITIES AND STOCKHOLDERS DEFICIT | | | | | | | | | |
Accounts payable | $ | 66,928 | | | | | $ | 66,928 | |
Accrued liabilities | | 28,804 | | | 4,500 | f | | 33,304 | |
Accrued interest and dividends payable | | 4,941 | | | | | | 4,941 | |
Current portion of accrued oil and gas | | | | | | | | | |
reclamation costs | | 2,598 | | | 56,000 | e | | 58,598 | |
Current portion of accrued sulphur reclamation costs | | 12,287 | | | | | | 12,287 | |
Current liabilities from discontinued operations | | 2,108 | | | | | | 2,108 | |
Total current liabilities | | 117,666 | | | 60,500 | | | 178,166 | |
Long-term debt | | 315,870 | | | 800,000 | a | | 1,409,870 | |
| | | | | 394,000 | a | | | |
| | | | | (100,000 | )c | | | |
Accrued oil and gas reclamation costs | | 23,883 | | | 199,000 | e | | 222,883 | |
Accrued sulphur reclamation costs | | 11,054 | | | | | | 11,054 | |
Contractual postretirement obligation related to | | | | | | | | | |
discontinued operations | | 10,434 | | | | | | 10,434 | |
| | | | | | | | | |
Other long-term liabilities | | 17,018 | | | | | | 17,018 | |
Stockholders' deficit | | (49,935 | ) | | (3,000 | )c | | (55,015 | ) |
| | | | | (2,080 | )g | | | |
Total liabilities and stockholders' deficit | $ | 445,990 | | $ | 1,348,420 | | $ | 1,794,410 | |
| | | | | | | | | |
See accompanying notes.
McMoRan Exploration Co. | |
Unaudited Pro Forma Condensed Consolidated Statement of Operations | |
For Year Ending December 31, 2006 | |
(amounts in thousands) | |
| |
| | | | Newfield | | | | | | | |
| Historical | | Properties | | Adjustments | | Pro Forma | |
Revenues: | | | | | | | | | | | | |
Oil & Gas | $ | 196,717 | | $ | 619,307 | | $ | (15,560 | )h | $ | 800,464 | |
Service | | 13,021 | | | - | | | 9,306 | i | | 22,327 | |
Total revenues | | 209,738 | | | 619,307 | | | (6,254 | ) | | 822,791 | |
| | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | |
Production and delivery costs | | 53,134 | | | 152,383 | | | 5,766 | h,i | | 211,283 | |
Revenues in excess of direct operating expenses | | 156,604 | | | 466,924 | | | (12,020 | ) | | 611,508 | |
Depletion, depreciation and amortization | | 104,724 | | | | | | 157,359 | j | | 279,993 | |
| | | | | | | | 17,910 | k | | | |
Exploration expenses | | 67,737 | | | | | | - | | | 67,737 | |
General and administrative expenses | | 20,727 | | | | | | 16,800 | l | | 37,527 | |
Start-up costs for Main Pass Energy HubTM | | 10,714 | | | | | | - | | | 10,714 | |
Exploration expense reimbursement | | (10,979 | ) | | | | | - | | | (10,979 | ) |
Litigation settlement, net of insurance proceeds | | (446 | ) | | | | | - | | | (446 | ) |
Insurance recovery | | (3,306 | ) | | | | | - | | | (3,306 | ) |
Operating income (loss) | | (32,567 | ) | | | | | (204,089 | ) | | 230,268 | |
Interest expense, net | | (10,203 | ) | | | | | (121,080 | )m | | (136,812 | ) |
| | | | | | | | (5,529 | )n | | | |
Other income (expense), net | | (1,946 | ) | | | | | - | | | (1,946 | ) |
Income (loss) from continuing operations before | | | | | | | | | | | | |
income taxes | | (44,716 | ) | | | | | (330,698 | ) | | 91,510 | |
Income tax provision | | - | | | | | | (1,830 | )o | | (1,830 | ) |
Income (loss) from continuing operations before preferred dividends and amortization of related issuance costs | | (44,716 | ) | | | | | (332,528 | ) | | 89,680 | |
Preferred dividends and amortization of | | | | | | | | | | | | |
convertible preferred stock issuance costs | | (1,615 | ) | | | | | - | | | (1,615 | ) |
Income (loss) from continuing operations | $ | (46,331 | ) | | | | $ | (332,528 | ) | $ | 88,065 | |
| | | | | | | | | | | | |
Income (loss) per share of common stock from continuing operations: | | | | | | | | | | | | |
Basic | | $(1.66 | ) | | | | | | | | $3.15 | |
Diluted | | $(1.66 | ) | | | | | | | | $1.93 | |
| | | | | | | | | | | | |
Average common shares outstanding: | | | | | | | | | | | | |
Basic | | 27,930 | | | | | | | | | 27,930 | |
Diluted | | 27,930 | | | | | | | | | 50,992 | |
See accompanying notes.
McMoRan Exploration Co. | |
Unaudited Pro Forma Condensed Consolidated Statement of Operations | |
For the Six Months Ending June 30, 2007 | |
(amounts in thousands) | |
| |
| | | | Newfield | | | | | | | |
| Historical | | Properties | | Adjustments | | Pro Forma | |
Revenues: | | | | | | | | | | | | |
Oil & Gas | $ | 96,363 | | $ | 342,158 | | $ | (11,423 | )h | $ | 427,098 | |
Service | | 682 | | | - | | | 7,147 | i | | 7,829 | |
Total revenues | | 97,045 | | | 342,158 | | | (4,276 | ) | | 434,927 | |
| | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | |
Production and delivery costs | | 34,346 | | | 121,536 | | | 4,912 | h,i | | 160,794 | |
Revenues in excess of direct operating | | | | | | | | | | | | |
expenses | | 62,699 | | | 220,622 | | | (9,188 | ) | | 274,133 | |
Depletion, depreciation and amortization | | 42,565 | | | | | | 105,725 | j | | 157,245 | |
| | | | | | | | 8,955 | k | | | |
Exploration expenses | | 15,103 | | | | | | - | | | 15,103 | |
General and administrative expenses | | 10,812 | | | | | | 8,400 | l | | 19,212 | |
Start-up costs for Main Pass Energy HubTM | | 5,457 | | | | | | - | | | 5,457 | |
Operating income (loss) | | (11,238 | ) | | | | | (132,268 | ) | | 77,116 | |
Interest expense, net | | (11,409 | ) | | | | | (60,540 | )m | | (68,806 | ) |
| | | | | | | | (2,765 | )n | | | |
| | | | | | | | 5,908 | p | | | |
Other income (expense), net | | 1,581 | | | | | | - | | | 1,581 | |
Income (loss) from continuing operations before | | | | | | | | | | | | |
income taxes | | (21,066 | ) | | | | | (189,665 | ) | | 9,891 | |
Income tax provision | | - | | | | | | (198 | )o | | (198 | ) |
Income (loss) from continuing operations before preferred dividends and amortization of related issuance costs | | (21,066 | ) | | | | | (189,863 | ) | | 9,693 | |
Preferred dividends and amortization of | | | | | | | | | | | | |
convertible preferred stock issuance costs | | (1,552 | ) | | | | | - | | | (1,552 | ) |
Income (loss) from continuing operations | $ | (22,618 | ) | | | | $ | (189,863 | ) | $ | 8,141 | |
| | | | | | | | | | | | |
Income (loss) per share of common stock from continuing operations: | | | | | | | | | | | | |
Basic | | $(0.79 | ) | | | | | | | | $0.28 | |
Diluted | | $(0.79 | ) | | | | | | | | $0.26 | |
| | | | | | | | | | | | |
Average common shares outstanding: | | | | | | | | | | | | |
Basic | | 28,620 | | | | | | | | | 28,620 | |
Diluted | | 28,620 | | | | | | | | | 37,750 | |
See accompanying notes.
Unaudited ProForma Condensed Consolidated Financial Information
Pro Forma Financial Information Assumptions
The unaudited pro forma condensed consolidated balance sheet as of June 30, 2007 reflects the following adjustments.
a. Record financing of acquisition. Funds from following sources (in thousands):
Long Term Debt: | | | | | | | | | |
Bridge loan facility 1 | $ | 800,000 | | | | | | | |
Senior secured revolving credit facility 2 | | 394,000 | | | | | | | |
Gross proceeds | | 1,194,000 | | | | | | | |
Issuance costs | | (33,039 | ) | | | | | | |
Net proceeds | | 1,160,961 | | | | | | | |
1 | Bridge loan facility expected to be refinanced through issuance of long-term notes, equity and equity-linked securities. |
2 | $700 million facility. At closing an additional $100 million of letters of credit were issued against the facility as security for the reclamation obligations assumed in the acquisition. For more information regarding the facility see Item 1.01 Entry into Material Agreement included in McMoRan’s Current Report on Form 8-K dated August 6, 2007 (filed on August 10, 2007). |
b. | To record the approximate $1.08 billion cash acquisition price for the oil and gas properties of Newfield Exploration Company on the outer continental shelf of the Gulf of Mexico. Estimated closing adjustments to reflect the July 1, 2007 effective date, including post June 30, 2007 revenues, operating expenses and capital and reclamation expenditures relating to the acquired properties are not reflected. Final settlement of the purchase price will occur within 180 days of closing. |
c. | Record repayment and termination of senior secured term loan. McMoRan paid a 3 percent prepayment premium ($3 million). |
d. | Record costs to acquire contracts to hedge a portion of McMoRan’s natural gas and oil production during 2008 through 2010, as required under financing arrangements for the transaction. |
e. | Assumed reclamation costs estimated are based on pre-acquisition historical costs. McMoRan has retained an independent third-party valuation specialist to assist in determining the fair value of the acquired assets and assumed liabilities associated with this transaction. |
f. | Record other estimated acquisition related costs. |
g. | Record charge to write-off the remaining unamortized deferred financing costs for the senior secured term loan. |
The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2006 and the six months ended June 30, 2007 reflect the following adjustments.
h. | Reflects elimination of the revenues and direct operating expenses for one field where a third party working interest owner exercised its preferential rights prior to closing of the transaction resulting in the property not being sold to McMoRan as originally planned. |
i. | Reflects reimbursement of standard industry operating overhead costs attributable to the acquired properties, which are not included in the statements of revenues and direct operating expenses, totaling $3.1 million for the year ended December 31, 2006 and $2.0 million for the six months ended June 30, 2007. Also reflects reclassification of amounts recorded in the Newfield Properties financial statements for production and handling fees to conform to historical McMoRan presentation. Reclassified amounts from direct operating expenses to service revenues totaled $6.2 million for the year ended December 31, 2006 and $5.2 million for the six months ended June 30, 2007. |
j. | McMoRan follows the successful efforts method of accounting. Accordingly its depletion, depreciation and amortization expense is calculated on a field by field basis using the units of production method. Production for the Newfield Properties totaled approximately 83.1 Bcfe for 2006 and 43.6 Bcfe for six months ended June 30, 2007. For purposes of these pro forma statements, all acquisition costs are assumed to be allocated to proven oil and gas properties and are amortized over the related proved reserves. Upon completion of its valuation analysis of the acquired properties, McMoRan ultimately will allocate a portion of its purchase price to unproven properties, which would not be subject to current depreciation, depletion and amortization charges, and to well equipment and facilities, which will be depreciated on a units of production basis over the related proved developed oil and gas reserves. |
k. | Represents accretion of discount on asset retirement obligation associated with Newfield properties. |
l. | Represents continuing annualized incremental general and administrative costs directly relating to the acquisition for compensation expense associated with former Newfield and newly-hired personnel retained by McMoRan that are required to administer the operation of the Newfield properties and facility costs associated with establishing a new office location in Houston, Texas. |
m. | Represents interest expense on $800 million bridge loan facility at an assumed annual average interest rate of 11 percent. McMoRan intends to refinance the bridge loan with long term notes, equity and equity-linked securities. Interest on the $394 million of borrowings under the senior secured revolving credit facility is based on an assumed average annual interest rate of 7.5 percent. The $100 million drawn under the letter of credit provision of the revolving credit facility accrues interest at an annual rate of 2.5 percent, and there is an annual 0.5 percent unused commitment fee. |
McMoRan’s bridge loan facility accrues interest at an effective annual rate of at least 10 percent but not exceeding 12 percent. The current rate under the bridge loan facility is 10 percent. The revolver is also subject to variable interest rates with rates stated above approximating the market interest rates at the time of the acquisition. If the effective annual interest rates were to increase or decrease by 0.125 percent from the amounts disclosed above, the pro forma interest expense would change by approximately $1.9 million.
n. | Represents the current amortization of debt issuance costs associated with the five-year senior secured revolving credit facility and the seven-year bridge loan facility. |
o. | There were no pro forma adjustments for the income tax effects of the purchase price allocation reflected in the accompanying pro forma financial statements because of McMoRan’s substantial net deferred tax asset position prior to and after the effects of the acquisition of the Newfield Properties which, for historical and pro forma reporting purposes, has been reduced to zero by a full valuation allowance reserve. A full valuation allowance has been established against such net deferred tax assets because of McMoRan’s history of operating losses and the related limitations imposed against recognizing deferred tax assets under generally accepted accounting principles when a company has a history of cumulative operating losses generated in recent years. |
For purposes of the pro forma statement of operations, it is assumed that McMoRan has the ability to fully offset its regular taxable income through the use of existing net operating loss carryforwards (“NOLs”). However, under the alternative minimum tax rules, use of the NOLs is limited to 90 percent of the alternative minimum taxable income (“AMTI”). Therefore, for pro forma presentation purposes, the alternative minimum tax rate of 20 percent was applied to the remaining 10 percent of the AMTI, resulting in an effective 2 percent tax rate, which represents McMoRan’s current applicable effective tax rate.
Internal Revenue Code Section 382 (“Section 382”), includes provisions that if a change of control (as defined) occurs with respect to McMoRan’s equity ownership, McMoRan could be limited with respect to the amount of NOLs that may be used annually to offset future taxable income, if any. Currently, McMoRan believes that no recent change of control has occurred that would limit its ability to utilize its NOLs. However, as discussed in footnote (a) above, McMoRan intends to refinance its interim Bridge Loan Facility through the issuance of long-term notes, equity and/or equity linked securities, the impact of which could result in future changes in control of McMoRan’s stock. For purposes of the pro forma statements of operations, it is assumed Section 382 will not limit the use of McMoRan’s NOLs.
p. | Represents removal of the related interest costs associated with the senior secured term loan that was finalized on January 19, 2007, repayment of which was required under the financing arrangements used to fund the acquisition of the Newfield Properties. |
Pro Forma Oil and Natural Gas Reserve Information
The following unaudited pro forma oil and natural gas reserve information illustrates how the oil and natural gas reserve and standardized measure information of McMoRan and the acquired properties from Newfield may have appeared had the purchase transaction closed as of December 31, 2005.
| McMoRan | | Newfield | | Total | |
Proved Reserves – Oil (MBbls) | | | | | | | | | |
At beginning of year | | 7,131 | | | 14,670 | a | | 21,801 | |
Revisions of previous estimates | | (343 | ) | | 128 | | | (215 | ) |
Extensions, discoveries and other additions | | 536 | | | 1,034 | | | 1,570 | |
Purchase of properties | | - | | | 3 | | | 3 | |
Production | | (1,552 | ) | | (2,243 | ) | | (3,795 | ) |
Proved oil reserves at December 31, 2006 | | 5,772 | b | | 13,592 | | | 19,364 | |
| | | | | | | | | |
Proved Reserves – Natural Gas (MMcf) | | | | | | | | | |
At beginning of year | | 38,944 | | | 239,044 | a | | 277,988 | |
Revisions of previous estimates | | (349 | ) | | 2,130 | | | 1,781 | |
Extensions, discoveries and other additions | | 17,153 | | | 43,084 | | | 60,237 | |
Purchase of producing properties | | - | | | 1,040 | | | 1,040 | |
Production | | (14,546 | ) | | (67,578 | ) | | (82,124 | ) |
Proved natural gas reserves at December 31, 2006 | | 41,202 | c | | 217,720 | | | 258,922 | |
a. | One field originally subject to the purchase and sale agreement was sold to another independent third party who exercised a preferential right prior to the close of the transaction. All amounts associated with this field were eliminated from the pro forma reserve calculations. |
b. | Includes approximately 46 MBbls of oil associated with the West Cameron Block 43 field that McMoRan believes will not be recoverable. |
c. | Includes 1,129 MMcf of natural gas associated with the West Cameron Block 43 field that McMoRan believes will not be recoverable. |
| | | | | | | | | |
| Year Ended December 31, 2006 | |
| McMoRan | | Newfield | | Total | |
| (in thousands) | |
Standardized Measure of Discounted Future Net Cash Flows | | | | | | | | | |
Future cash inflows | $ | 560,852 | | $ | 2,047,607 | | $ | 2,608,459 | |
Future cost: | | | | | | | | | |
Production | | (199,246 | ) | | (580,097 | ) | | (779,343 | ) |
Development and abandonment costs | | (46,591 | ) | | (367,726 | ) | | (414,317 | ) |
Future income taxes | | (772 | ) | | (384,924 | ) | | (385,696 | ) |
Future net cash inflows before 10% discount | | 314,243 | | | 714,860 | | | 1,029,103 | |
10% annual discount factor | | (44,281 | ) | | (113,655 | ) | | (157,936 | ) |
| $ | 269,962 | a | $ | 601,205 | b | $ | 871,167 | |
| | | | | | | | | |
a. | Amount includes $7.9 million of estimated undiscounted future net cash flows and $6.9 million of estimated discounted cash flows associated with proved reserves attributable to the West Cameron Block 43 field that McMoRan believes will not be recoverable. |
b. | One field originally subject to the purchase and sale agreement was sold to another third party who exercised a preferential right prior to the close of the transaction. All amounts associated with this field were eliminated from the pro forma standardized measure calculations. |
| Year Ended December 31, 2006 | |
| McMoRan | | Newfield | | Total | |
| (in thousands) | |
Changes in Standardized Measure | | | | | | | | | |
Standardized measure, beginning of year | $ | 383,139 | | $ | 1,294,728 | a | $ | 1,695,698 | |
Revisions: | | | | | | | | | |
Changes in prices | | (106,961 | ) | | (740,077 | ) | | (847,038 | ) |
Changes in reserve quantities | | (21,317 | ) | | 12,287 | | | (9,030 | ) |
Other changes, including revised estimates of development | | | | | | | | | |
costs and rates of production | | (11,739 | ) | | (190,106 | ) | | (201,845 | ) |
Discoveries and extensions, less related costs | | 93,125 | | | 185,010 | | | 278,135 | |
Development costs incurred during the year | | 35,123 | | | 160,850 | | | 195,973 | |
Accretion of discount | | 38,313 | | | 201,932 | | | 240,245 | |
Change in future income taxes | | 3,862 | | | 373,435 | | | 377,297 | |
Purchases of reserves in place | | - | | | 2,724 | | | 2,724 | |
Revenues, less production costs | | (143,583 | ) | | (699,578 | ) | | (843,161 | ) |
End of year | $ | 269,962 | | $ | 601,205 | | $ | 888,998 | |
a. | One field originally subject to the purchase and sale agreement was sold to another third party who exercised a preferential right prior to the close of the transaction. All amounts associated with this field were eliminated from the pro forma standardized measure calculations. |