MURPHY OIL CORPORATION | |||||||||||||
Unaudited Pro Forma Condensed Combined Balance Sheet | |||||||||||||
As of March 31, 2019 | |||||||||||||
Murphy Oil | |||||||||||||
Murphy Oil | LLOG | Pro Forma | Pro Forma | ||||||||||
(in thousands) | Historical | Acquisition | Adjustments | Combined | |||||||||
ASSETS | |||||||||||||
Current assets | |||||||||||||
Cash and cash equivalents | $ | 286,281 | — | (1,226,259 | ) | (b) | 286,281 | ||||||
1,226,259 | (c) | ||||||||||||
Accounts receivable, less allowance for doubtful accounts of $1,605 in 2019 and 2018 | 349,768 | — | — | 349,768 | |||||||||
Inventories | 77,278 | 11,772 | (a) | — | 89,050 | ||||||||
Prepaid expenses | 45,349 | 1,000 | (a) | — | 46,349 | ||||||||
Assets held for sale | 1,879,568 | — | — | 1,879,568 | |||||||||
Total current assets | 2,638,244 | 12,772 | — | 2,651,016 | |||||||||
Property, plant and equipment, at cost less accumulated depreciation, depletion and amortization of $8,359,120 in 2019 and $8,070,487 in 2018 | 8,559,143 | 1,340,206 | (a) | — | 9,899,349 | ||||||||
Operating lease assets | 618,123 | — | — | 618,123 | |||||||||
Deferred income taxes | 124,679 | — | — | 124,679 | |||||||||
Deferred charges and other assets | 42,928 | — | — | 42,928 | |||||||||
Total assets | $ | 11,983,117 | 1,352,978 | — | 13,336,095 | ||||||||
LIABILITIES AND EQUITY | |||||||||||||
Current liabilities | |||||||||||||
Current maturities of long-term debt | $ | 679 | — | — | 679 | ||||||||
Accounts payable | 475,559 | — | — | 475,559 | |||||||||
Income taxes payable | 15,450 | — | — | 15,450 | |||||||||
Other taxes payable | 14,283 | — | — | 14,283 | |||||||||
Operating lease liabilities | 155,534 | — | — | 155,534 | |||||||||
Other accrued liabilities | 157,031 | — | 6,600 | (d) | 163,631 | ||||||||
Liabilities associated with assets held for sale | 819,694 | — | — | 819,694 | |||||||||
Total current liabilities | 1,638,230 | — | 6,600 | 1,644,830 | |||||||||
Long-term debt, including capital lease obligation | 3,110,098 | — | 1,226,259 | (c) | 4,336,357 | ||||||||
Asset retirement obligations | 783,495 | 37,273 | (a) | — | 820,768 | ||||||||
Deferred credits and other liabilities | 471,099 | — | 89,446 | (e) | 560,545 | ||||||||
Non-current operating lease liabilities | 468,427 | — | — | 468,427 | |||||||||
Deferred income taxes | 185,091 | — | — | 185,091 | |||||||||
Equity | |||||||||||||
Common stock | 195,083 | — | — | 195,083 | |||||||||
Capital in excess of par value | 924,904 | 1,315,705 | (a) | (1,226,259 | ) | (c) | 924,904 | ||||||
(89,446 | ) | (e) | |||||||||||
Retained earnings | 5,627,081 | — | (6,600 | ) | (d) | 5,620,481 | |||||||
Accumulated other comprehensive loss | (580,999 | ) | — | — | (580,999 | ) | |||||||
Treasury stock | (1,217,293 | ) | — | — | (1,217,293 | ) | |||||||
Murphy Shareholders' Equity | 4,948,776 | 1,315,705 | (1,322,305 | ) | 4,942,176 | ||||||||
Noncontrolling interest | 377,901 | — | — | 377,901 | |||||||||
Total equity | 5,326,677 | 1,315,705 | (1,322,305 | ) | 5,320,077 | ||||||||
Total liabilities and equity | $ | 11,983,117 | 1,352,978 | — | 13,336,095 | ||||||||
MURPHY OIL CORPORATION | ||||||||||||
Unaudited Pro Forma Condensed Combined Statement of Operations | ||||||||||||
For the Three Months Ended March 31, 2019 | ||||||||||||
Murphy Oil | ||||||||||||
Murphy Oil | LLOG | Pro Forma | Pro Forma | |||||||||
(in thousands) | Historical | Acquisition | Adjustments | Combined | ||||||||
Revenues | ||||||||||||
Revenue from sales to customers | $ | 590,550 | 139,513 | — | 730,063 | |||||||
Gain on sale of assets and other income | 454 | — | — | 454 | ||||||||
Total revenues | 591,004 | 139,513 | — | 730,517 | ||||||||
Costs and expenses | ||||||||||||
Lease operating expenses | 131,696 | 46,294 | — | 177,990 | ||||||||
Severance and ad valorem taxes | 10,097 | — | — | 10,097 | ||||||||
Exploration expenses, including undeveloped lease amortization | 32,538 | — | — | 32,538 | ||||||||
Selling and general expenses | 63,360 | — | — | 63,360 | ||||||||
Depreciation, depletion and amortization | 229,406 | — | 47,417 | (a) | 276,823 | |||||||
Accretion of asset retirement obligations | 9,340 | — | 499 | (b) | 9,839 | |||||||
Other expense | 30,005 | — | 30,005 | |||||||||
Total costs and expenses | 506,442 | 46,294 | 47,916 | 600,652 | ||||||||
Operating income from continuing operations | 84,562 | 93,219 | (47,916 | ) | 129,865 | |||||||
Other income (loss) | ||||||||||||
Interest and other income (loss) | (4,748 | ) | — | — | (4,748 | ) | ||||||
Interest expense, net | (46,069 | ) | — | — | (c) | (46,069 | ) | |||||
Total other loss | (50,817 | ) | — | — | (50,817 | ) | ||||||
Income (loss) from continuing operations before income taxes | 33,745 | 93,219 | (47,916 | ) | 79,048 | |||||||
Income tax expense | 10,822 | — | 9,514 | (d) | 20,336 | |||||||
Income from continuing operations | 22,923 | 93,219 | (57,430 | ) | 58,712 | |||||||
Income (loss) from discontinued operations, net of income taxes | 49,846 | — | — | 49,846 | ||||||||
Net income including noncontrolling interest | 72,769 | 93,219 | (57,430 | ) | 108,558 | |||||||
Less: Net income attributable to noncontrolling interest | 32,587 | — | — | 32,587 | ||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO MURPHY | $ | 40,182 | 93,219 | (57,430 | ) | 75,971 | ||||||
INCOME (LOSS) PER COMMON SHARE – BASIC | ||||||||||||
Continuing operations | $ | (0.06 | ) | 0.15 | ||||||||
Discontinued operations | 0.29 | 0.29 | ||||||||||
Net income (loss) | $ | 0.23 | 0.44 | |||||||||
INCOME (LOSS) PER COMMON SHARE – DILUTED | ||||||||||||
Continuing operations | $ | (0.06 | ) | 0.15 | ||||||||
Discontinued operations | 0.29 | 0.29 | ||||||||||
Net income (loss) | $ | 0.23 | 0.44 | |||||||||
Cash dividends per Common share | 0.25 | 0.25 | ||||||||||
Average Common shares outstanding (thousands) | ||||||||||||
Basic | 173,341 | 173,341 | ||||||||||
Diluted | 174,491 | 174,491 | ||||||||||
MURPHY OIL CORPORATION | ||||||||||||
Unaudited Pro Forma Condensed Combined Statement of Operations | ||||||||||||
For the Year Ended December 31, 2018 | ||||||||||||
Murphy Oil | ||||||||||||
Murphy Oil | LLOG | Pro Forma | Pro Forma | |||||||||
(in thousands) | Historical | Acquisition | Adjustments | Combined | ||||||||
Revenues | ||||||||||||
Revenue from sales to customers | $ | 2,586,627 | 464,935 | — | 3,051,562 | |||||||
Loss on crude contracts | (41,975 | ) | — | — | (41,975 | ) | ||||||
Gain on sale of assets and other income | 25,951 | — | — | 25,951 | ||||||||
Total revenues | 2,570,603 | 464,935 | — | 3,035,538 | ||||||||
Costs and expenses | ||||||||||||
Lease operating expenses | 555,894 | 123,883 | — | 679,777 | ||||||||
Severance and ad valorem taxes | 52,072 | — | — | 52,072 | ||||||||
Exploration expenses, including undeveloped lease amortization | 103,977 | — | — | 103,977 | ||||||||
Selling and general expenses | 216,024 | — | — | 216,024 | ||||||||
Depreciation, depletion and amortization | 971,901 | — | 142,435 | (a) | 1,114,336 | |||||||
Accretion of asset retirement obligations | 44,559 | — | 1,898 | (b) | 46,457 | |||||||
Impairment of assets | 20,000 | — | — | 20,000 | ||||||||
Redetermination expense | 11,332 | — | — | 11,332 | ||||||||
Other expense (benefit) | (34,873 | ) | — | — | (34,873 | ) | ||||||
Total costs and expenses | 1,940,886 | 123,883 | 144,333 | 2,209,102 | ||||||||
Operating income from continuing operations | 629,717 | 341,052 | (144,333 | ) | 826,436 | |||||||
Other income (loss) | ||||||||||||
Interest and other income (loss) | (15,775 | ) | — | — | (15,775 | ) | ||||||
Interest expense, net | (181,604 | ) | — | — | (c) | (181,604 | ) | |||||
Total other loss | (197,379 | ) | — | — | (197,379 | ) | ||||||
Income from continuing operations before income taxes | 432,338 | 341,052 | (144,333 | ) | 629,057 | |||||||
Income tax expense (benefit) | 9,330 | — | 41,311 | (d) | 50,641 | |||||||
Income from continuing operations | 423,008 | 341,052 | (185,644 | ) | 578,416 | |||||||
Loss from discontinued operations, net of income taxes | (3,522 | ) | — | — | (3,522 | ) | ||||||
Net income including noncontrolling interest | 419,486 | 341,052 | (185,644 | ) | 574,894 | |||||||
Less: Net income attributable to noncontrolling interest | 8,392 | — | — | 8,392 | ||||||||
NET INCOME ATTRIBUTABLE TO MURPHY | $ | 411,094 | 341,052 | (185,644 | ) | 566,502 | ||||||
INCOME (LOSS) PER COMMON SHARE – BASIC | ||||||||||||
Continuing operations | $ | 2.39 | 3.29 | |||||||||
Discontinued operations | (0.01 | ) | (0.01 | ) | ||||||||
Net income | $ | 2.38 | 3.28 | |||||||||
INCOME (LOSS) PER COMMON SHARE – DILUTED | ||||||||||||
Continuing operations | $ | 2.37 | 3.26 | |||||||||
Discontinued operations | (0.01 | ) | (0.01 | ) | ||||||||
Net income | $ | 2.36 | 3.25 | |||||||||
Cash dividends per Common share | 1.00 | 1.00 | ||||||||||
Average Common shares outstanding (thousands) | ||||||||||||
Basic | 172,974 | 172,974 | ||||||||||
Diluted | 174,209 | 174,209 | ||||||||||
Purchase Consideration | LLOG Acquisition | |||
Cash consideration paid to LLOG financed through revolving credit facility(1) | $ | 1,226,261 | ||
Fair value of contingent consideration due to LLOG | 89,444 | |||
Total consideration related to assets acquired | $ | 1,315,705 | ||
Purchase Price Allocation | LLOG Acquisition | |||
Assets: | ||||
Property, plant and equipment, at fair value | $ | 1,340,206 | ||
Inventory | 11,771 | |||
Prepaid G&A | 1,000 | |||
Total assets acquired | 1,351,977 | |||
Liabilities: | ||||
Asset retirement obligations | 37,272 | |||
Net assets acquired | $ | 1,314,705 | ||
(1) | The consideration paid for the acquisition of the Properties in the LLOG Acquisition was funded by the remaining capacity of the $1,600 million Revolving Credit Facility that Murphy Oil Corporation entered into on November 28, 2018. These borrowings were subsequently repaid using proceeds from the divestiture of the Company’s Malaysia operations, which was completed effective July 10, 2019. Refer to the Company’s Form 8-K filed on July 12, 2019 for additional disclosures regarding the pro forma impacts of the Malaysia divestiture. |
(a) | To reflect the preliminary purchase price allocation of the LLOG Acquisition. Purchase price allocations for the acquired assets and liabilities assumed based upon estimated fair values, which are subject to adjustment and could change significantly as the Company continues to evaluate this preliminary allocation. |
(b) | To reflect the consummation of the transaction for gross cash consideration of $1,375.0 million, less $148.7 million of purchase price adjustments. |
(c) | To reflect the proceeds of $1,226.3 million of borrowings under the Revolving Credit Facility which was used to finance the transaction. The Company subsequently divested its Malaysia operations following the LLOG Acquisition and used the proceeds to repay in full the borrowings against the Revolving Credit Facility. Refer to the Company’s Form 8-K filed on July 12, 2019 for additional disclosures regarding the pro forma impacts of the Malaysia divestiture. |
(d) | To reflect transaction costs of $6.6 million which were incurred subsequent to the balance sheet date. No adjustments have been made to the unaudited pro forma income statement as these costs are non-recurring in nature. |
(e) | To reflect the fair value of contingent consideration of $89.4 million related to the transaction which is made up of annual payments required to be made by the Company if certain price and production thresholds are exceeded beginning in 2019 through 2022 and if first oil from certain development projects is achieved as defined in the Purchase and Sale Agreement. |
(a) | To reflect incremental depreciation, depletion and amortization (DD&A) expense, using the units-of-production method, related to the oil and natural gas properties acquired. |
(b) | To reflect incremental accretion expense related to asset retirement obligations on Properties acquired. |
(c) | No interest expense related to the borrowings used to finance the transaction or amortization of debt issuance costs has been reflected in the pro forma condensed combined statement of operations due to the subsequent repayment of the borrowings using proceeds from the divestiture of the Company’s Malaysia operations effective July 10, 2019. Refer to the Company’s Form 8-K filed on July 12, 2019 for additional disclosures regarding the pro forma impacts of the Malaysia divestiture. |
(d) | To reflect the adjustment to income tax expense resulting from acquisition of LLOG’s oil and natural gas properties based upon the federal statutory rate of 21% for the year ended December 31, 2018 and three months ended March 31, 2019. The adjustment was calculated by applying the applicable tax rate to the total change in income (loss) from continuing operations before income taxes. |