Exhibit 99.2
Energy Partners, Ltd.
Unaudited Pro Forma Condensed Combined Financial Information
The following unaudited pro forma condensed combined financial statements reflect the historical results of Energy Partners, Ltd. (“we,” “our,” “us,” or “the Company”) as adjusted on a pro forma basis to give effect to our acquisition of certain interests in producing oil and natural gas assets in the shallow-water central Gulf of Mexico shelf (the “Main Pass Interests”) from Stone Energy Offshore, L.L.C. (the “Main Pass Acquisition”) in November 2011. Our historical results of operations for the nine-month period ended September 30, 2011 and the year ended December 31, 2010 have also been adjusted to give effect to our February 2011 acquisition of an asset package consisting of certain shallow-water Gulf of Mexico shelf oil and natural gas interests surrounding the Mississippi River delta and a related gathering system (the “ASOP Properties”) from Anglo-Suisse Offshore Partners, LLC (the “ASOP Acquisition”). These acquisitions are described further below.
Main Pass Acquisition. On November 17, 2011, we completed the Main Pass Acquisition for $38.6 million in cash, subject to customary adjustments to reflect an economic effective date of November 1, 2011. The Main Pass Interests consist of additional interests in the Main Pass 296/311 complex that was included in the assets the Company purchased in the ASOP Acquisition, along with other unit interests in the Main Pass complex and an interest in a Main Pass 295 primary term lease.
ASOP Acquisition. On February 14, 2011, we completed the ASOP Acquisition for $200.7 million in cash, subject to customary adjustments to reflect an economic effective date of January 1, 2011. In connection with the ASOP Acquisition, we issued $210.0 million in aggregate principal amount of 8.25% senior notes due 2018 (the “8.25% Notes”). The net proceeds from the sale of the 8.25% Notes of $202.0 million were used to finance the ASOP Acquisition and for general corporate purposes.
The following unaudited pro forma condensed combined financial statements and accompanying notes as of and for the nine-month period ended September 30, 2011 and for the year ended December 31, 2010 (the “Pro Forma Statements”) have been prepared by our management and are derived from (a) our unaudited consolidated financial statements as of and for the nine-month period ended September 30, 2011, (b) our audited consolidated statement of operations for the year ended December 31, 2010, (c) the audited statement of revenues and direct operating expenses of the Main Pass Interests for the year ended December 31, 2010, (d) the audited statement of revenues and direct operating expenses of the ASOP Properties for the year ended December 31, 2010, and (e) the unaudited statement of revenues and direct operating expenses of the Main Pass Interests for the nine-month period ended September 30, 2011.
The Pro Forma Statements are provided for illustrative purposes only and do not purport to represent what our financial position or results of operations would have been had the Main Pass Acquisition, the ASOP Acquisition or the sale of the 8.25% Notes been consummated on the dates indicated or the financial position or results of operations for any future date or period. The pro forma statements of operations are not necessarily indicative of our operations going forward because the presentation of operations of the Main Pass Interests and ASOP Properties is limited to only the revenues and direct operating expenses related thereto, while other operating expenses related to these acquired interests and properties have been excluded. Management has estimated the amount of the purchase price adjustments to reflect the November 1, 2011 economic effective date of the Main Pass Acquisition and the January 1, 2011 economic effective date of the ASOP Acquisition, but these adjustments have not yet been finalized in accordance with the acquisition documentation. The unaudited pro forma condensed combined balance sheet was prepared assuming that the Main Pass Acquisition had occurred on September 30, 2011. The unaudited pro forma condensed combined statements of operations for the nine-month period ended September 30, 2011 and the year ended December 31, 2010 were prepared assuming the Main Pass Acquisition, the ASOP Acquisition and the sale of the 8.25% Notes had occurred on January 1, 2010.
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 to be reasonable in connection with the Main Pass Acquisition, the ASOP Acquisition and the sale of the 8.25% Notes. These assumptions are subject to change.
The initial allocation of purchase price to the acquired assets and liabilities of the Main Pass Acquisition and the ASOP Acquisition in the Pro Forma Statements is based on management’s preliminary estimates. This allocation will be finalized based on valuation and other studies to be performed by management using the assistance of outside valuation specialists. As a result, the final purchase price allocation will differ, possibly materially, from that which is presented in the Pro Forma Statements.
The Pro Forma Statements should be read in conjunction with (a) our historical consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are set forth in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, (b) our historical consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” which are set forth in our Annual Report on Form 10-K for the year ended December 31, 2010, as amended, (c) the audited statements of revenues and direct operating expenses of the Main Pass Interests for each of the fiscal twelve-month periods in the two-year period ended December 31, 2010 and the related notes (included as exhibit 99.1 to this Current Report), and (d) the audited statements of revenues and direct operating expenses of the ASOP Properties for each of the fiscal twelve-month periods in the three-year period ended December 31, 2010 (included as exhibit 99.1 to our Current Report on Form 8-K/A filed on March 23, 2011).
Energy Partners, Ltd.
Unaudited Condensed Pro Forma Combined Balance Sheet
As of September 30, 2011
(amounts in thousands)
Historical | Pro Forma Adjustments | Pro Forma | ||||||||||
ASSETS | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | $ | 87,268 | $ | (38,680 | ) a | $ | 48,588 | |||||
Trade accounts receivable—net | 27,264 | — | 27,264 | |||||||||
Receivables from insurance | 805 | — | 805 | |||||||||
Fair value of commodity derivative instruments | 12,588 | — | 12,588 | |||||||||
Prepaid expenses | 8,630 | — | 8,630 | |||||||||
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Total current assets | 136,555 | (38,680 | ) | 97,875 | ||||||||
Net Property and equipment | 744,903 | 40,157 | a | 785,060 | ||||||||
Restricted cash | 6,022 | — | 6,022 | |||||||||
Fair value of commodity derivative instruments | 6,400 | — | 6,400 | |||||||||
Other assets | 2,675 | — | 2,675 | |||||||||
Deferred financing costs | 5,603 | — | 5,603 | |||||||||
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Total assets | $ | 902,158 | $ | 1,477 | $ | 903,635 | ||||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
Current liabilities: | ||||||||||||
Accounts payable | $ | 18,225 | $ | — | $ | 18,225 | ||||||
Accrued expenses | 47,679 | — | 47,679 | |||||||||
Asset retirement obligations | 23,676 | — | 23,676 | |||||||||
Fair value of commodity derivative instruments | 6,537 | — | 6,537 | |||||||||
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Total current liabilities | 96,117 | — | 96,117 | |||||||||
Long-term debt | 204,216 | — | 204,216 | |||||||||
Asset retirement obligations | 64,302 | 1,577 | a | 65,879 | ||||||||
Deferred tax liabilities | 33,339 | — | 33,339 | |||||||||
Other liabilities | 663 | — | 663 | |||||||||
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Total liabilities | 398,637 | 1,577 | 400,214 | |||||||||
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Stockholders’ equity | 503,521 | (100 | ) a | 503,421 | ||||||||
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Total liabilities and stockholders’ equity | $ | 902,158 | $ | 1,477 | $ | 903,635 | ||||||
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See accompanying notes to unaudited pro forma condensed combined financial information.
Energy Partners, Ltd.
Unaudited Condensed Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2010
(amounts in thousands, except per share amounts)
Historical | ASOP Properties Historical | Pro Forma Adjustments for ASOP Acquisition and Issuance of 8.25% Notes | Main Pass Interests Historical | Pro Forma Adjustments for Main Pass Acquisition | Pro Forma | |||||||||||||||||||
Revenue: | ||||||||||||||||||||||||
Oil and natural gas | $ | 239,770 | $ | 91,201 | $ | — | $ | 13,489 | $ | — | $ | 344,460 | ||||||||||||
Other | 139 | — | — | — | — | 139 | ||||||||||||||||||
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Total revenue | 239,909 | 91,201 | — | 13,489 | — | 344,599 | ||||||||||||||||||
Costs and expenses: | ||||||||||||||||||||||||
Direct operating expenses | 52,365 | 15,964 | 3,970 | b | 3,135 | 200 | b | 75,634 | ||||||||||||||||
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Revenues in excess of direct operating expenses | 187,544 | 75,237 | (3,970 | ) | 10,354 | (200 | ) | 268,965 | ||||||||||||||||
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Transportation | 1,306 | — | — | 1,306 | ||||||||||||||||||||
Exploration expenditures and dry hole costs | 6,441 | — | — | 6,441 | ||||||||||||||||||||
Impairments | 26,142 | — | — | 26,142 | ||||||||||||||||||||
Depreciation, depletion and amortization | 104,561 | 30,547 | c | 6,475 | c | 141,583 | ||||||||||||||||||
Accretion of liability for asset retirement obligations | 12,845 | 2,174 | c | 142 | c | 15,161 | ||||||||||||||||||
General and administrative | 18,078 | 1,188 | d | — | 19,266 | |||||||||||||||||||
Taxes, other than on earnings | 10,133 | — | — | 10,133 | ||||||||||||||||||||
Other | 729 | — | — | 729 | ||||||||||||||||||||
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Income from operations | 7,309 | (37,879 | ) | (6,817 | ) | 48,204 | ||||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||
Interest income | 113 | — | — | 113 | ||||||||||||||||||||
Interest expense | (9,807 | ) | (18,247 | ) e | — | (28,054 | ) | |||||||||||||||||
Gain on derivative instruments | (4,865 | ) | — | — | (4,865 | ) | ||||||||||||||||||
Loss on early extinguishment of debt | (5,627 | ) | — | — | (5,627 | ) | ||||||||||||||||||
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(20,186 | ) | (18,247 | ) | — | (38,433 | ) | ||||||||||||||||||
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Income (loss) before income taxes | (12,877 | ) | (56,126 | ) | (6,817 | ) | 9,771 | |||||||||||||||||
Income taxes | 4,409 | 19,195 | f | 2,331 | f | (3,342 | ) | |||||||||||||||||
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Net income (loss) | $ | (8,468 | ) | $ | (36,931 | ) | $ | (4,486 | ) | $ | 6,429 | |||||||||||||
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Earnings (loss) per share: | ||||||||||||||||||||||||
Basic | $ | (0.21 | ) | $ | 0.16 | |||||||||||||||||||
Diluted | $ | (0.21 | ) | $ | 0.16 | |||||||||||||||||||
Average common shares outstanding: | ||||||||||||||||||||||||
Basic | 40,064 | 40,064 | ||||||||||||||||||||||
Diluted | 40,064 | 40,086 |
See accompanying notes to unaudited pro forma condensed combined financial information.
Energy Partners, Ltd.
Unaudited Condensed Pro Forma Combined Statement of Operations
For the Nine Months Ended September 30, 2011
(amounts in thousands, except per share amounts)
Historical | Pro Forma Adjustments for ASOP Acquisition and Issuance of 8.25% Notes | Main Pass Interests Historical | Pro Forma Adjustments for Main Pass Acquisition | Pro Forma | ||||||||||||||||
Revenue: | ||||||||||||||||||||
Oil and natural gas | $ | 244,866 | $ | 12,758 | g | $ | 12,828 | $ | — | $ | 270,452 | |||||||||
Other | 97 | — | — | — | 97 | |||||||||||||||
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Total revenue | 244,963 | 12,758 | 12,828 | — | 270,549 | |||||||||||||||
Costs and expenses: | ||||||||||||||||||||
Direct operating expenses | 52,505 | 1,688 | g | 2,807 | 150 | b | 57,150 | |||||||||||||
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Revenues in excess of direct operating expenses | 192,458 | 11,070 | 10,021 | (150 | ) | 213,399 | ||||||||||||||
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Transportation | 490 | — | — | 490 | ||||||||||||||||
Exploration expenditures and dry hole costs | 2,343 | — | — | 2,343 | ||||||||||||||||
Impairments | 19,197 | — | — | 19,197 | ||||||||||||||||
Depreciation, depletion and amortization | 73,081 | 5,459 | c | 4,725 | c | 83,265 | ||||||||||||||
Accretion of liability for asset retirement obligations | 12,172 | 265 | c | 106 | c | 12,543 | ||||||||||||||
General and administrative | 14,544 | — | — | 14,544 | ||||||||||||||||
Taxes, other than on earnings | 10,506 | — | — | 10,506 | ||||||||||||||||
Other | 6,140 | — | — | 6,140 | ||||||||||||||||
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Income from operations | 53,985 | 5,346 | (4,981 | ) | 64,371 | |||||||||||||||
Other income (expense): | ||||||||||||||||||||
Interest income | 64 | — | — | 64 | ||||||||||||||||
Interest expense | (12,480 | ) | (2,290 | ) e | — | (14,770 | ) | |||||||||||||
Gain on derivative instruments | 14,877 | — | — | 14,877 | ||||||||||||||||
Loss on early extinguishment of debt | (2,377 | ) | — | — | (2,377 | ) | ||||||||||||||
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84 | (2,290 | ) | — | (2,206 | ) | |||||||||||||||
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Income before income taxes | 54,069 | 3,056 | (4,981 | ) | 62,165 | |||||||||||||||
Income taxes | (20,117 | ) | (1,137 | ) f | 1,853 | f | (23,125 | ) | ||||||||||||
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Net income | $ | 33,952 | $ | 1,919 | $ | (3,128 | ) | $ | 39,040 | |||||||||||
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Earnings per share: | ||||||||||||||||||||
Basic | $ | 0.85 | $ | 0.97 | ||||||||||||||||
Diluted | $ | 0.84 | $ | 0.97 | ||||||||||||||||
Average common shares outstanding: | ||||||||||||||||||||
Basic | 40,094 | 40,094 | ||||||||||||||||||
Diluted | 40,201 | 40,201 |
See accompanying notes to unaudited pro forma condensed combined financial information.
Energy Partners, Ltd.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed consolidated financial information reflects the following adjustments:
a. | Purchase price components of the Main Pass Acquisition, which are subject to customary adjustments to reflect an economic effective date of November 1, 2011, are as follows (in thousands): |
Cash consideration | $ | 38,580 | ||
Assumed asset retirement obligations | 1,577 | |||
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Acquired oil and gas properties | $ | 40,157 | ||
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Estimated total acquisition-related costs to consummate the Main Pass Acquisition are approximately $0.1 million. The pro forma impact of the estimated Main Pass Acquisition-related costs is reflected as a reduction of cash and retained earnings (stockholders’ equity) in the accompanying September 30, 2011 pro forma balance sheet.
Preliminary estimates of the Main Pass Acquisition’s purchase price allocation have been performed taking into account current market conditions. For purposes of the pro forma balance sheet presentation, no part of the purchase price has been allocated to goodwill. This assumption is based upon market conditions and estimated market prices in effect for oil and natural gas. These market factors and other assumptions may change and new information may become known that could materially impact the preliminary purchase price and related allocations thereof. As a result, the final purchase price allocation will differ, possibly materially, from that presented in the Pro Forma Statements and a material portion of the final purchase price may be allocated to goodwill.
b. | The estimated incremental insurance cost associated with including the ASOP Properties and Main Pass Interests under our insurance programs. |
c. | The estimated depletion, depreciation and amortization expense associated with the proved properties acquired and other related asset retirement obligations (i.e., relating to decommissioning) assumed in the ASOP Acquisition and the Main Pass Acquisition under the successful efforts method of accounting, assuming those properties had been acquired on January 1, 2010. Under the successful efforts method of accounting, depletion, depreciation and amortization expense for proved properties is calculated on a field by field basis using the units of production method. |
d. | The estimated incremental general and administrative expenses associated with management of the ASOP Properties. |
e. | Interest expense and amortization of deferred financing costs associated with the 8.25% Notes. |
f. | Income taxes are calculated using our applicable estimated effective income tax rate. |
g. | Revenue and estimated lease operating expenses associated with the ASOP Properties for the period from January 1, 2011 through February 14, 2011. |