Date of Report (Date of earliest event reported) | October 25, 2012 | |
(October 25, 2012) |
Delaware | 000-51719 | 65-1177591 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
600 Travis, Suite 5100 Houston, Texas | 77002 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (281) 840-4000 | |
NOT APPLICABLE | |
(Former name or former address, if changed since last report.) |
(a) | Financial statement of business acquired. |
(b) | Pro forma financial information. |
(c) | Shell company transactions. |
(d) | Exhibits. |
† | Filed herewith. |
LINN ENERGY, LLC | |
(Registrant) | |
Date: October 25, 2012 | /s/ David B. Rottino |
David B. Rottino | |
Senior Vice President of Finance, Business Development | |
and Chief Accounting Officer | |
(As Duly Authorized Officer and Chief Accounting Officer) |
LINN Energy Historical | BP Green River Historical | BP Hugoton Historical | Pro Forma Adjustments | LINN Energy Pro Forma | |||||||||||||||
(in thousands, except per unit amounts) | |||||||||||||||||||
Revenues and other: | |||||||||||||||||||
Oil, natural gas and natural gas liquids sales | $ | 1,140,204 | $ | 106,498 | $ | 56,882 | $ | — | $ | 1,303,584 | |||||||||
Gains on oil and natural gas derivatives | 30,273 | — | — | — | 30,273 | ||||||||||||||
Marketing revenues | 24,454 | — | — | — | 24,454 | ||||||||||||||
Other revenues | 8,084 | — | — | — | 8,084 | ||||||||||||||
1,203,015 | 106,498 | 56,882 | — | 1,366,395 | |||||||||||||||
Expenses: | |||||||||||||||||||
Lease operating expenses | 233,755 | 31,448 | 20,129 | — | 285,332 | ||||||||||||||
Transportation expenses | 50,651 | — | — | — | 50,651 | ||||||||||||||
Marketing expenses | 22,073 | — | 6,188 | — | 28,261 | ||||||||||||||
General and administrative expenses | 129,672 | — | — | — | 129,672 | ||||||||||||||
Exploration costs | 1,207 | — | — | — | 1,207 | ||||||||||||||
Bad debt expenses | 8 | — | — | — | 8 | ||||||||||||||
Depreciation, depletion and amortization | 428,477 | — | — | 58,936 | (a) | 488,992 | |||||||||||||
1,579 | (b) | ||||||||||||||||||
Impairment of long-lived assets | 146,499 | — | — | — | 146,499 | ||||||||||||||
Taxes, other than income taxes | 93,736 | 13,126 | 4,995 | — | 111,857 | ||||||||||||||
Losses on sale of assets and other, net | 1,500 | — | — | — | 1,500 | ||||||||||||||
1,107,578 | 44,574 | 31,312 | 60,515 | 1,243,979 | |||||||||||||||
Other income and (expenses): | |||||||||||||||||||
Interest expense, net of amounts capitalized | (277,606 | ) | — | — | (31,280 | ) | (c) | (309,837 | ) | ||||||||||
(951 | ) | (d) | |||||||||||||||||
Other, net | (12,472 | ) | — | — | — | (12,472 | ) | ||||||||||||
(290,078 | ) | — | — | (32,231 | ) | (322,309 | ) | ||||||||||||
Income (loss) before income taxes | (194,641 | ) | 61,924 | 25,570 | (92,746 | ) | (199,893 | ) | |||||||||||
Income tax expense | (4,480 | ) | — | — | — | (e) | (4,480 | ) | |||||||||||
Net income (loss) | $ | (199,121 | ) | $ | 61,924 | $ | 25,570 | $ | (92,746 | ) | $ | (204,373 | ) | ||||||
Net loss per unit: | |||||||||||||||||||
Basic | $ | (1.04 | ) | $ | (1.06 | ) | |||||||||||||
Diluted | $ | (1.04 | ) | $ | (1.06 | ) | |||||||||||||
Weighted average units outstanding: | |||||||||||||||||||
Basic | 196,152 | 196,152 | |||||||||||||||||
Diluted | 196,152 | 196,152 |
• | the historical consolidated financial statements of LINN Energy; and |
• | the historical statements of revenues and direct operating expenses of certain oil and natural gas properties acquired from BP America Production Company (“BP” and the properties, the “BP Green River Properties” and the “BP Hugoton Properties”). |
Assets: | |||
Current | $ | 8,880 | |
Noncurrent | 208,350 | ||
Oil and natural gas properties | 2,014,397 | ||
Total assets acquired | $ | 2,231,627 | |
Liabilities: | |||
Current | $ | 23,971 | |
Asset retirement obligations | 57,218 | ||
Total liabilities assumed | $ | 81,189 | |
Net assets acquired | $ | 2,150,438 |
(a) | record incremental depreciation, depletion and amortization expense, using the units-of-production method, related to oil and natural gas properties acquired as follows: |
• | for the period from January 1 through July 31, 2012, $43 million related to the BP Green River Properties |
• | for the period from January 1 through March 30, 2012, $16 million related to the BP Hugoton Properties |
(b) | record accretion expense related to asset retirement obligations on oil and natural gas properties acquired as follows: |
• | for the period from January 1 through July 31, 2012, $1 million related to the BP Green River Properties |
• | for the period from January 1 through March 30, 2012, $342,000 related to the BP Hugoton Properties |
(c) | record interest expense as follows: |
• | incremental debt of approximately $990 million incurred to fund the purchase price of the BP Green River Properties; the assumed interest rate was 2.2% |
• | incremental debt of approximately $1.16 billion incurred to fund the purchase price of the BP Hugoton Properties; the assumed interest rate was 6.25% |
Nine Months Ended September 30, 2012 | |||
(in thousands) | |||
BP Green River Properties | $ | 730 | |
BP Hugoton Properties | $ | 369 |
(d) | record incremental amortization of deferred financing fees associated with debt incurred to fund the purchase price of the BP Hugoton Properties |
(e) | The Company is treated as a partnership for federal and state income tax purposes. The Company subsidiaries that acquired the Properties are also treated as partnerships for federal and state income tax purposes. Accordingly, no recognition has been given to federal and state income taxes in the accompanying unaudited pro forma condensed combined statement of operations. |