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 shallow-water Gulf of Mexico shelf oil and natural gas interests in our South Timbalier 41 field located in the Gulf of Mexico (the “ST41 Interests”) from W&T Offshore, Inc. (the “ST41 Acquisition”) on May 15, 2012 for approximately $32.4 million in cash, subject to customary closing adjustments to reflect an economic effective date of April 1, 2012. Our historical results of operations for the year ended December 31, 2011 have also been adjusted to give effect to our February 2011 and November 2011 acquisitions described below.
ASOP Acquisition. On February 14, 2011, we completed the 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. for $200.7 million in cash, subject to customary adjustments to reflect an economic effective date of January 1, 2011 (the “ASOP Acquisition”). 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.
Main Pass Acquisition. On November 17, 2011, we completed 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. for $38.6 million in cash, subject to customary adjustments to reflect an economic effective date of November 1, 2011 (the “Main Pass Acquisition”). 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.
The following unaudited pro forma condensed combined financial statements and accompanying notes as of and for the three-month period ended March 31, 2012 and for the year ended December 31, 2011 (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 three-month period ended March 31, 2012, (b) our audited consolidated statement of operations for the year ended December 31, 2011, (c) the audited statement of revenues and direct operating expenses of the ST41 Interests for the year ended December 31, 2011, (d) the unaudited statement of revenues and direct operating expenses of the ST41 Interests for the three-month period ended March 31, 2012, 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 ST41 Acquisition, 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 ST41 Interests, 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 April 1, 2012 economic effective date of the ST41 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 ST41 Acquisition had occurred on March 31, 2012. The unaudited pro forma condensed combined statements of operations for the three-month period ended March 31, 2012 and the year ended December 31, 2011 were prepared assuming the ST41 Acquisition, the Main Pass Acquisition, the ASOP Acquisition and the sale of the 8.25% Notes had occurred on January 1, 2011.
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 ST41 Acquisition, 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 ST41 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. 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 March 31, 2012, (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, 2011 and (c) the audited statement of revenues and direct operating expenses of the ST41 Interests for the year ended December 31, 2011 and the related notes (included as Exhibit 99.1 to this Current Report).
Energy Partners, Ltd.
Unaudited Condensed Pro Forma Combined Balance Sheet
As of March 31, 2012
(amounts in thousands)
Historical | Pro Forma Adjustments | Pro Forma | ||||||||||
ASSETS | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | $ | 91,420 | $ | (31,612 | ) a | $ | 59,808 | |||||
Trade accounts receivable—net | 35,410 | 627 | a | 36,037 | ||||||||
Deferred tax assets | 1,773 | — | 1,773 | |||||||||
Prepaid expenses | 5,935 | — | 5,935 | |||||||||
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Total current assets | 134,538 | (30,985 | ) | 103,553 | ||||||||
Net Property and equipment | 799,694 | 32,766 | a | 832,460 | ||||||||
Restricted cash | 6,023 | — | 6,023 | |||||||||
Other assets | 3,033 | 47 | a | 3,080 | ||||||||
Deferred financing costs | 5,134 | — | 5,134 | |||||||||
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Total assets | $ | 948,422 | $ | 1,828 | $ | 950,250 | ||||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
Current liabilities: | ||||||||||||
Accounts payable | $ | 35,882 | $ | — | $ | 35,882 | ||||||
Accrued expenses | 65,014 | — | 65,014 | |||||||||
Asset retirement obligations | 21,080 | — | 21,080 | |||||||||
Fair value of commodity derivative instruments | 12,790 | — | 12,790 | |||||||||
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Total current liabilities | 134,766 | — | 134,766 | |||||||||
Long-term debt | 204,568 | — | 204,568 | |||||||||
Asset retirement obligations | 76,840 | 1,878 | a | 78,718 | ||||||||
Deferred tax liabilities | 36,965 | — | 36,965 | |||||||||
Fair value of commodity derivative instruments | 4,411 | — | 4,411 | |||||||||
Other liabilities | 1,128 | — | 1,128 | |||||||||
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Total liabilities | 458,678 | 1,878 | 460,556 | |||||||||
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Stockholders’ equity | 489,744 | (50 | ) a | 489,694 | ||||||||
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Total liabilities and stockholders’ equity | $ | 948,422 | $ | 1,828 | $ | 950,250 | ||||||
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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, 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 | ST 41 Interests Historical | Pro Forma Adjustments for ST41 Acquisition | Total Pro Forma | ||||||||||||||||||||||
Revenue: | ||||||||||||||||||||||||||||
Oil and natural gas | $ | 348,207 | $ | 12,758 | f | $ | 15,501 | f | $ | — | $ | 17,342 | $ | — | $ | 393,808 | ||||||||||||
Other | 120 | — | — | — | — | — | 120 | |||||||||||||||||||||
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Total revenue | 348,327 | 12,758 | 15,501 | — | 17,342 | — | 393,928 | |||||||||||||||||||||
Costs and expenses: | ||||||||||||||||||||||||||||
Direct operating expenses | 70,281 | 1,688 | f | 3,392 | f | 200 | b | 1,847 | 420 | b | 77,828 | |||||||||||||||||
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Revenues in excess of direct operating expenses | 278,046 | 11,070 | 12,109 | (200 | ) | 15,495 | (420 | ) | 316,100 | |||||||||||||||||||
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Transportation | 779 | — | — | — | 779 | |||||||||||||||||||||||
Exploration expenditures and dry hole costs | 14,268 | — | — | — | 14,268 | |||||||||||||||||||||||
Impairments | 32,466 | — | — | — | 32,466 | |||||||||||||||||||||||
Depreciation, depletion and amortization | 104,624 | 5,459 | c | 6,300 | c | 6,145 | c | 122,528 | ||||||||||||||||||||
Accretion of liability for asset retirement obligations | 15,942 | 265 | c | 142 | c | 176 | c | 16,525 | ||||||||||||||||||||
General and administrative | 18,741 | — | — | — | 18,741 | |||||||||||||||||||||||
Taxes, other than on earnings | 14,365 | — | — | — | 14,365 | |||||||||||||||||||||||
Other | 9,735 | — | — | — | 9,735 | |||||||||||||||||||||||
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Income from operations | 67,126 | 5,346 | (6,642 | ) | (6,741 | ) | 86,693 | |||||||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||||||
Interest income | 102 | — | — | — | 102 | |||||||||||||||||||||||
Interest expense | (17,548 | ) | (2,290 | ) d | — | — | (19,838 | ) | ||||||||||||||||||||
Loss on derivative instruments | (5,870 | ) | — | — | — | (5,870 | ) | |||||||||||||||||||||
Loss on early extinguishment of debt | (2,377 | ) | — | — | — | (2,377 | ) | |||||||||||||||||||||
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(25,693 | ) | (2,290 | ) | — | — | (27,983 | ) | |||||||||||||||||||||
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Income before income taxes | 41,433 | 3,056 | (6,642 | ) | (6,741 | ) | 58,710 | |||||||||||||||||||||
Income taxes | (14,822 | ) | (1,093 | ) e | 2,376 | e | 2,411 | e | (21,001 | ) | ||||||||||||||||||
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Net income | $ | 26,611 | $ | 1,963 | $ | (4,266 | ) | $ | (4,330 | ) | $ | 37,709 | ||||||||||||||||
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Earnings per share: | ||||||||||||||||||||||||||||
Basic | $ | 0.66 | $ | 0.94 | ||||||||||||||||||||||||
Diluted | $ | 0.66 | $ | 0.94 | ||||||||||||||||||||||||
Average common shares outstanding: | ||||||||||||||||||||||||||||
Basic | 39,946 | 39,946 | ||||||||||||||||||||||||||
Diluted | 40,050 | 40,050 |
See accompanying notes to unaudited pro forma condensed combined financial information.
Energy Partners, Ltd.
Unaudited Condensed Pro Forma Combined Statement of Operations
For the Three Months Ended March 31, 2012
(amounts in thousands, except per share amounts)
Historical | ST41 Interests Historical | Pro Forma Adjustments for ST41 Acquisition | Pro Forma | |||||||||||||
Revenue: | ||||||||||||||||
Oil and natural gas | $ | 98,772 | $ | 6,821 | $ | — | $ | 105,593 | ||||||||
Other | 24 | — | — | 24 | ||||||||||||
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Total revenue | 98,796 | 6,821 | — | 105,617 | ||||||||||||
Costs and expenses: | ||||||||||||||||
Direct operating expenses | 18,411 | 333 | 105 | b | 18,849 | |||||||||||
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Revenues in excess of direct operating expenses | 80,385 | 6,488 | (105 | ) | 86,768 | |||||||||||
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Transportation | 151 | — | 151 | |||||||||||||
Exploration expenditures and dry hole costs | 14,309 | — | 14,309 | |||||||||||||
Impairments | 2,314 | — | 2,314 | |||||||||||||
Depreciation, depletion and amortization | 23,908 | 2,495 | c | 26,403 | ||||||||||||
Accretion of liability for asset retirement obligations | 3,148 | 43 | c | 3,191 | ||||||||||||
General and administrative | 5,344 | — | 5,344 | |||||||||||||
Taxes, other than on earnings | 3,741 | — | 3,741 | |||||||||||||
Other | 175 | — | 175 | |||||||||||||
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Income from operations | 27,295 | (2,643 | ) | 31,140 | ||||||||||||
Other income (expense): | ||||||||||||||||
Interest income | 38 | — | 38 | |||||||||||||
Interest expense | (4,874 | ) | — | (4,874 | ) | |||||||||||
Loss on derivative instruments | (20,062 | ) | — | (20,062 | ) | |||||||||||
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(24,898 | ) | — | (24,898 | ) | ||||||||||||
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Income before income taxes | 2,397 | (2,643 | ) | 6,242 | ||||||||||||
Income taxes | (894 | ) | 986 | e | (2,328 | ) | ||||||||||
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Net income | $ | 1,503 | $ | (1,657 | ) | $ | 3,914 | |||||||||
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Earnings per share: | ||||||||||||||||
Basic | $ | 0.04 | $ | 0.10 | ||||||||||||
Diluted | $ | 0.04 | $ | 0.10 | ||||||||||||
Average common shares outstanding: | ||||||||||||||||
Basic | 39,121 | 39,121 | ||||||||||||||
Diluted | 39,298 | 39,298 |
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 ST41 Acquisition, which reflect management’s preliminary estimate of $1.5 million of customary adjustments provided for by the purchase and sale agreement for the ST41 Acquisition to reflect an economic effective date of April 1, 2012, are as follows (in thousands): |
Acquired oil and gas properties | $ | 32,766 | ||
Assumed asset retirement obligations | (1,878 | ) | ||
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Net assets acquired | 30,888 | |||
Other purchase price adjustments | 674 | |||
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Cash consideration | $ | 31,562 | ||
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Estimated total acquisition-related costs to consummate the ST41 Acquisition are approximately $50,000. The pro forma impact of the estimated ST41 Acquisition-related costs is reflected as a reduction of cash and retained earnings (stockholders’ equity) in the accompanying March 31, 2012 pro forma balance sheet.
Preliminary estimates of the ST41 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 acquired properties 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 acquisitions under the successful efforts method of accounting, assuming those properties had been acquired on January 1, 2011. 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. | Interest expense and amortization of deferred financing costs associated with the 8.25% Notes. |
e. | Income taxes are calculated using our applicable estimated effective income tax rate, which differs from our expected statutory federal income tax rate primarily due to estimated state income taxes. |
f. | Estimated revenue and lease operating expenses associated with the ASOP Properties for the period from January 1, 2011 through February 14, 2011 and the Main Pass Interests for the period from January 1, 2011 through November 17, 2011. |