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Form 8-K/A ENERGEN CORP For: Jul 15

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August 11, 2016 4:50 PM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report
July 15, 2016
(Date of earliest event reported)


Commission file number 1-7810
Energen Corporation
(Exact name of registrant as specified in its charter)

Alabama
 
63-0757759
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
605 Richard Arrington Jr. Boulevard North, Birmingham, Alabama 35203-2707
 
35203-2707
(Address of principal executive offices)
 
(Zip Code)



Registrant’s telephone number, including area code
(205) 326-2700









Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



EXPLANATORY NOTE

On July 20, 2016, Energen filed a Current Report on Form 8-K (the Original Form 8-K) regarding a series of asset sales of certain non-core Permian Basin assets in the Delaware Basin in Texas and in the San Juan Basin in New Mexico. The Original Form 8-K reported that Energen had signed a purchase and sale agreement for the sale of additional non-core Permian Basin assets in the Delaware Basin in Texas. This Amendment No. 1 supplements the Original Form 8-K to reflect the closing of this additional sale on August 9, 2016.

Section 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

During June, July and August of 2016, Energen completed a series of asset sales of certain non-core Permian Basin assets in the Delaware Basin in Texas and in the San Juan Basin in New Mexico for an aggregate purchase price of $552 million. These transactions had closing dates of June 3, 7, 30, July 15 and August 9 of 2016 with various effective dates ranging from March 1, 2016 to June 30, 2016. The related purchasers included Centennial Resource Production, LLC, EXL Petroleum Management, LLC, Felix Energy Holdings ll, LLC, Logos Resources ll, LLC and 299 Resources, LLC. Minor portions of the assets transferred to other parties upon the exercise in the ordinary course of business of preferential purchase rights under pre-existing joint operating agreements. Pre-tax proceeds to Energen were approximately $539 million after purchase price adjustments of approximately $13 million related to the operations of the properties subsequent to the effective dates and other one-time adjustments including transfer payments and certain amounts due the buyer, but before consideration of transaction costs of approximately $5 million. Energen used proceeds from the sale to fund ongoing operations.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(b)
Pro Forma Financial Information
The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2016, the Unaudited Pro Forma Condensed Consolidated Statement of Income for the three months ended June 30, 2016, the Unaudited Pro Forma Condensed Consolidated Statement of Income for the three months ended June 30, 2015, the Unaudited Pro Forma Condensed Consolidated Statement of Income for the six months ended June 30, 2016, the Unaudited Pro Forma Condensed Consolidated Statement of Income for the six months ended June 30, 2015 and the Unaudited Pro Forma Condensed Consolidated Statement of Income for the year ended December 31, 2015.

(d)
Exhibits.

EXHIBIT
NUMBER
DESCRIPTION    
99.1
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2016, Unaudited Pro Forma Condensed Consolidated Statement of Income for the three months ended June 30, 2016, Unaudited Pro Forma Condensed Consolidated Statement of Income for the three months ended June 30, 2015, Unaudited Pro Forma Condensed Consolidated Statement of Income for the six months ended June 30, 2016, Unaudited Pro Forma Condensed Consolidated Statement of Income for the six months ended June 30, 2015 and Unaudited Pro Forma Condensed Consolidated Statement of Income for the year ended December 31, 2015





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ENERGEN CORPORATION
(Registrant)



August 11, 2016
 
By /s/ Charles W. Porter, Jr.
 
 
Charles W. Porter, Jr.
 
 
Vice President, Chief Financial Officer and
Treasurer of Energen Corporation


3


Exhibit 99.1
ENERGEN CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma condensed consolidated financial statements reflect the historical financial statements of Energen Corporation (Energen or the Company) adjusted to give effect to the sale of certain non-core Permian Basin assets in the Delaware Basin in Texas and in the San Juan Basin in New Mexico for an aggregate purchase price of $552 million.

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2016 has been prepared to reflect the sales closing subsequent to June 30, 2016 as if they occurred on June 30, 2016. The unaudited pro forma condensed consolidated statements of income for the three months and six months ended June 30, 2016 and 2015 and the year ended December 31, 2015 gives effect to all transactions as if they occurred on January 1, 2015. The sales proceeds reflected in the accompanying unaudited pro forma condensed consolidated financial statements have been reduced by transaction costs of approximately $5 million to arrive at aggregate net pre-tax sales proceeds of approximately $547 million.

The actual pre-tax sales proceeds received by Energen when the transactions closed were approximately $539 million, before consideration of transaction costs of approximately $5 million. The change in the pre-tax sales proceeds was caused by approximately $13 million in purchase price adjustments related to the operations of the properties subsequent to the effective dates and other one-time adjustments including transfer payments and certain amounts due the buyer. The purchase price is subject to further purchase price adjustments following closing.

The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and are for informational purposes only. The unaudited pro forma condensed consolidated financial statements do not purport to indicate the results that would actually have been obtained had the sale been completed on the assumed date or for the periods presented, or which may be realized in the future. The unaudited pro forma condensed consolidated financial statements, including the notes thereto, should be read in conjunction with the historical financial statements of the Company included in our 2015 Annual Report on Form 10-K and our quarterly report on Form 10-Q for the three months and six months ended June 30, 2016. The unaudited pro forma condensed consolidated financial statements have been prepared using the estimates upon which the payments at closing were based.




1


Exhibit 99.1
 
ENERGEN CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2016
 
 
 
 
 
 
 
 
 
Pro Forma
 
 
(in thousands, except share data)
As Reported
 
Adjustments
 
Pro Forma
ASSETS
 
 
 
 
 
Current Assets
 
 


 


Cash and cash equivalents
$
309,889

 
$
255,157

a
$
565,046

Accounts receivable, net
76,119

 
—

 
76,119

Inventories
12,596

 
—

 
12,596

Assets held for sale
176,914

 
(176,914
)
b
—

Derivative instruments
3,235

 
—

 
3,235

Prepayments and other
7,087

 
—

 
7,087

Total current assets
585,840

 
78,243

 
664,083

Property, Plant and Equipment
 
 
 
 
 
Oil and natural gas properties, successful efforts method
 
 
 
 
 
Proved properties
7,288,899

 
—

 
7,288,899

Unproved properties
85,618

 
—

 
85,618

Less accumulated depreciation, depletion and amortization
3,515,599

 
—

 
3,515,599

Oil and natural gas properties, net
3,858,918

 
—

 
3,858,918

Other property and equipment, net
45,755

 
—

 
45,755

Total property, plant and equipment, net
3,904,673

 
—

 
3,904,673

Other postretirement assets
4,358

 
—

 
4,358

Other assets
9,866

 
—

 
9,866

TOTAL ASSETS
$
4,504,737

 
$
78,243


$
4,582,980

 
 
 


 


LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
Current Liabilities
 
 
 
 
 
Accounts payable
$
53,108

 
$
—

 
$
53,108

Accrued taxes
16,684

 
—

 
16,684

Accrued wages and benefits
13,386

 
—

 
13,386

Accrued capital costs
40,347

 
—

 
40,347

Revenue and royalty payable
57,979

 
—

 
57,979

Liabilities related to assets held for sale
13,279

 
(13,279
)
b
—

Derivative instruments
46,452

 
—

 
46,452

Other
19,344

 
—

 
19,344

Total current liabilities
260,579

 
(13,279
)
 
247,300

Long-term debt
551,245

 
—

 
551,245

Asset retirement obligations
91,473

 
—

 
91,473

Deferred income taxes
460,424

 
32,948

d
493,372

Noncurrent derivative instruments
12,875

 
—

 
12,875

Other long-term liabilities
11,910

 
—

 
11,910

Total liabilities
1,388,506

 
19,669

 
1,408,175

Commitments and Contingencies
 
 
 
 
 

2


Shareholders’ Equity
 
 
 
 
 
Preferred stock, cumulative, $0.01 par value, 5,000,000 shares authorized
—

 
—

 
—

Common shareholders’ equity
 
 
 
 
 
Common stock, $0.01 par value; 150,000,000 shares authorized; 100,130,219 shares issued
1,001

 
—

 
1,001

Premium on capital stock
1,366,280

 
—

 
1,366,280

Retained earnings
1,879,659

 
58,574

c
1,938,233

Accumulated other comprehensive income (loss), net of tax
 
 
 
 
 
Pension and postretirement plans
1,995

 
—

 
1,995

Deferred compensation plan
2,235

 
—

 
2,235

Treasury stock, at cost; 3,122,699 shares
(134,939
)
 
—

 
(134,939
)
Total shareholders’ equity
3,116,231

 
58,574

 
3,174,805

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
4,504,737

 
$
78,243

 
$
4,582,980

 
 
 
 
 
 


3


Exhibit 99.1
 
ENERGEN CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2016
 
 
 
 
 
 
 
 
 
Pro Forma
 
 
(in thousands, except share data)
As Reported
 
Adjustments
 
Pro Forma
Revenues
 
 
 
 
 
Oil, natural gas liquids and natural gas sales
171,637

 
(14,424
)
e
157,213

Gain (loss) on derivative instruments, net
(65,872
)
 
—

 
(65,872
)
   Total revenues
105,765

 
(14,424
)
 
91,341

Operating Costs and Expenses
 
 
 
 
 
Oil, natural gas liquids and natural gas production
42,840

 
(5,659
)
e
37,181

Production and ad valorem taxes
11,265

 
(1,223
)
e
10,042

Depreciation, depletion and amortization
117,035

 
(6,439
)
e
110,596

Exploration
1,520

 
(31
)
e
1,489

General and administrative
23,548

 
(11
)
e
23,537

Accretion of discount on asset retirement obligations
1,779

 
(248
)
e
1,531

(Gain) loss on sale of assets and other, net
(161,097
)
 
160,998

e
(99
)
   Total operating costs and expenses
36,890

 
147,387

 
184,277

Operating Income (Loss)
68,875

 
(161,811
)
 
(92,936
)
Other Income (Expense)
 
 
 
 
 
Interest expense
(9,038
)
 
—

 
(9,038
)
Other income
63

 
—

 
63

   Total other expense
(8,975
)
 
—

 
(8,975
)
Income (Loss) Before Income Taxes
59,900

 
(161,811
)
 
(101,911
)
Income tax expense (benefit)
23,141

 
(58,229
)
f
(35,088
)
Net Income (Loss)
$
36,759

 
$
(103,582
)
 
$
(66,823
)
 
 
 
 
 
 
 
 
 
 
 
 
Diluted Earnings per Average Common Share
$
0.38

 
$
(1.07
)
g
$
(0.69
)
Basic Earnings per Average Common Share
$
0.38

 
$
(1.07
)
g
$
(0.69
)
 
 
 
 
 
 
Diluted Average Common Shares Outstanding
97,389,079

 
 
 
97,389,079

Basic Average Common Shares Outstanding
97,066,705

 
 
 
97,066,705



4


Exhibit 99.1
 
ENERGEN CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2015
 
 
 
 
 
 
 
 
 
Pro Forma
 
 
(in thousands, except share data)
As Reported
 
Adjustments
 
Pro Forma
Revenues
 
 
 
 
 
Oil, natural gas liquids and natural gas sales
219,290

 
(19,964
)
e
199,326

Gain (loss) on derivative instruments, net
(50,964
)
 
—

 
(50,964
)
   Total revenues
168,326

 
(19,964
)
 
148,362

Operating Costs and Expenses
 
 
 
 
 
Oil, natural gas liquids and natural gas production
53,581

 
(5,820
)
e
47,761

Production and ad valorem taxes
13,352

 
(1,865
)
e
11,487

Depreciation, depletion and amortization
149,843

 
(12,653
)
e
137,190

Asset impairment
60,413

 
(1,725
)
e
58,688

Exploration
11,018

 
(10,666
)
e
352

General and administrative
38,652

 
(527
)
e
38,125

Accretion of discount on asset retirement obligations
1,669

 
(237
)
e
1,432

(Gain) loss on sale of assets and other, net
1,476

 
(154
)
e
1,322

   Total operating costs and expenses
330,004

 
(33,647
)
 
296,357

Operating Income (Loss)
(161,678
)
 
13,683

 
(147,995
)
Other Income (Expense)
 
 
 
 
 
Interest expense
(11,244
)
 
—

 
(11,244
)
Other income
41

 
—

 
41

   Total other expense
(11,203
)
 
—

 
(11,203
)
Income (Loss) Before Income Taxes
(172,881
)
 
13,683

 
(159,198
)
Income tax expense (benefit)
(61,280
)
 
4,926

f
(56,354
)
Net Income (Loss)
$
(111,601
)
 
$
8,757

 
$
(102,844
)
 
 
 
 
 
 
 
 
 
 
 
 
Diluted Earnings per Average Common Share
$
(1.52
)
 
$
0.12

g
$
(1.40
)
Basic Earnings per Average Common Share
$
(1.52
)
 
$
0.12

g
$
(1.40
)
 
 
 
 
 
 
Diluted Average Common Shares Outstanding
73,452,169

 
 
 
73,452,169

Basic Average Common Shares Outstanding
73,452,169

 
 
 
73,452,169



5


Exhibit 99.1
 
ENERGEN CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2016
 
 
 
 
 
 
 
 
 
Pro Forma
 
 
(in thousands, except share data)
As Reported
 
Adjustments
 
Pro Forma
Revenues
 
 
 
 
 
Oil, natural gas liquids and natural gas sales
294,401

 
(27,602
)
e
266,799

Gain (loss) on derivative instruments, net
(60,417
)
 
—

 
(60,417
)
   Total revenues
233,984

 
(27,602
)
 
206,382

Operating Costs and Expenses
 
 
 
 
 
Oil, natural gas liquids and natural gas production
90,567

 
(13,272
)
e
77,295

Production and ad valorem taxes
22,435

 
(2,745
)
e
19,690

Depreciation, depletion and amortization
236,397

 
(14,304
)
e
222,093

Asset impairment
220,025

 
(31,407
)
e
188,618

Exploration
1,762

 
(111
)
e
1,651

General and administrative
53,073

 
(576
)
e
52,497

Accretion of discount on asset retirement obligations
3,536

 
(500
)
e
3,036

(Gain) loss on sale of assets and other, net
(160,875
)
 
161,000

e
125

   Total operating costs and expenses
466,920

 
98,085

 
565,005

Operating Income (Loss)
(232,936
)
 
(125,687
)
 
(358,623
)
Other Income (Expense)
 
 
 
 
 
Interest expense
(18,871
)
 
—

 
(18,871
)
Other income
159

 
(39
)
e
120

   Total other expense
(18,712
)
 
(39
)
 
(18,751
)
Income (Loss) Before Income Taxes
(251,648
)
 
(125,726
)
 
(377,374
)
Income tax expense (benefit)
(85,291
)
 
(45,183
)
f
(130,474
)
Net Income (Loss)
$
(166,357
)
 
$
(80,543
)
 
$
(246,900
)
 
 
 
 
 
 
 
 
 
 
 
 
Diluted Earnings per Average Common Share
$
(1.81
)
 
$
(0.88
)
g
$
(2.69
)
Basic Earnings per Average Common Share
$
(1.81
)
 
$
(0.88
)
g
$
(2.69
)
 
 
 
 
 
 
Diluted Average Common Shares Outstanding
91,849,542

 
 
 
91,849,542

Basic Average Common Shares Outstanding
91,849,542

 
 
 
91,849,542



6


Exhibit 99.1
 
ENERGEN CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2015
 
 
 
 
 
 
 
 
 
Pro Forma
 
 
(in thousands, except share data)
As Reported
 
Adjustments
 
Pro Forma
Revenues
 
 
 
 
 
Oil, natural gas liquids and natural gas sales
407,112

 
(36,137
)
e
370,975

Gain (loss) on derivative instruments, net
(16,928
)
 
—

 
(16,928
)
   Total revenues
390,184

 
(36,137
)
 
354,047

Operating Costs and Expenses
 
 
 
 
 
Oil, natural gas liquids and natural gas production
121,335

 
(11,927
)
e
109,408

Production and ad valorem taxes
32,417

 
(3,833
)
e
28,584

Depreciation, depletion and amortization
284,224

 
(24,360
)
e
259,864

Asset impairment
66,996

 
(6,374
)
e
60,622

Exploration
11,781

 
(10,797
)
e
984

General and administrative
70,707

 
(648
)
e
70,059

Accretion of discount on asset retirement obligations
3,679

 
(410
)
e
3,269

(Gain) loss on sale of assets and other, net
(26,868
)
 
(289
)
e
(27,157
)
   Total operating costs and expenses
564,271

 
(58,638
)
 
505,633

Operating Income (Loss)
(174,087
)
 
22,501

 
(151,586
)
Other Income (Expense)
 
 
 
 
 
Interest expense
(23,002
)
 
—

 
(23,002
)
Other income
87

 
(13
)
e
74

   Total other expense
(22,915
)
 
(13
)
 
(22,928
)
Income (Loss) Before Income Taxes
(197,002
)
 
22,488

 
(174,514
)
Income tax expense (benefit)
(69,981
)
 
8,096

f
(61,885
)
Net Income (Loss)
$
(127,021
)
 
$
14,392

 
$
(112,629
)
 
 
 
 
 
 
 
 
 
 
 
 
Diluted Earnings per Average Common Share
$
(1.74
)
 
$
0.20

g
$
(1.54
)
Basic Earnings per Average Common Share
$
(1.74
)
 
$
0.20

g
$
(1.54
)
 
 
 
 
 
 
Diluted Average Common Shares Outstanding
73,143,021

 
 
 
73,143,021

Basic Average Common Shares Outstanding
73,143,021

 
 
 
73,143,021



7


Exhibit 99.1
 
ENERGEN CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2015
 
 
 
 
 
 
 
 
 
Pro Forma
 
 
(in thousands, except share data)
As Reported
 
Adjustments
 
Pro Forma
Revenues
 
 
 
 
 
Oil, natural gas liquids and natural gas sales
$
763,261

 
$
(71,036
)
e
$
692,225

Gain (loss) on derivative instruments, net
115,293

 
—

 
115,293

   Total revenues
878,554

 
(71,036
)
 
807,518

Operating Costs and Expenses
 
 
 
 
 
Oil, natural gas liquids and natural gas production
228,380

 
(27,780
)
e
200,600

Production and ad valorem taxes
57,380

 
(7,371
)
e
50,009

Depreciation, depletion and amortization
593,789

 
(53,008
)
e
540,781

Asset impairment
1,292,308

 
(193,241
)
e
1,099,067

Exploration
14,878

 
(13,537
)
e
1,341

General and administrative
149,132

 
(3,369
)
e
145,763

Accretion of discount on asset retirement obligations
7,108

 
(898
)
e
6,210

(Gain) loss on sale of assets and other, net
(26,570
)
 
(358
)
e
(26,928
)
   Total operating costs and expenses
2,316,405

 
(299,562
)
 
2,016,843

Operating Income (Loss)
(1,437,851
)
 
228,526

 
(1,209,325
)
Other Income (Expense)
 
 
 
 
 
Interest expense
(43,108
)
 
—

 
(43,108
)
Other income
223

 
(96
)
e
127

   Total other expense
(42,885
)
 
(96
)
 
(42,981
)
Income (Loss) Before Income Taxes
(1,480,736
)
 
228,430

 
(1,252,306
)
Income tax expense (benefit)
(535,005
)
 
83,766

f
(451,239
)
Net Income (Loss)
$
(945,731
)
 
$
144,664

 
$
(801,067
)
 
 
 
 
 
 
 
 
 
 
 
 
Diluted Earnings per Average Common Share
$
(12.43
)
 
$
1.90

g
$
(10.53
)
Basic Earnings per Average Common Share
$
(12.43
)
 
$
1.90

g
$
(10.53
)
 
 
 
 
 
 
Diluted Average Common Shares Outstanding
76,078,371

 
 
 
76,078,371

Basic Average Common Shares Outstanding
76,078,371

 
 
 
76,078,371



8


Exhibit 99.1
ENERGEN CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.
Unaudited Pro Forma Condensed Consolidated Balance Sheet Adjustments

The unaudited pro forma condensed balance sheet adjustments at June 30, 2016 related to the sales closed subsequent to June 30, 2016 are as follows:

a)
The estimated sales proceeds of $257.5 million used in the unaudited pro forma condensed consolidated balance sheet were reduced by estimated transaction costs of $2 million. These proceeds do not consider approximately $3 million of purchase price adjustments related to the operations of the properties subsequent to the effective dates and other one-time adjustments including certain amounts due the buyer.

b)
Reflects the removal of the net assets sold all of which had been previously identified as held for sale.

c)
The estimated after-tax net gain on the sale is reflected as an adjustment to retained earnings. The sales proceeds excluding $2 million of transaction costs were offset by $164 million in net assets sold. The estimated tax expense on the gain is approximately $33 million. As the gain is directly attributable to the transactions and is not expected to have a continuing impact on Energen's operations, the estimated gain is only reflected in retained earnings on the unaudited pro forma condensed consolidated balance sheet.

d)
Deferred income taxes changed due to the anticipated additional net operating loss utilization of approximately $25.9 million and the $7.1 million reversal of deferred tax assets associated with the properties sold.


2.
Unaudited Pro Forma Condensed Consolidated Statement of Income Adjustments

The unaudited pro forma condensed consolidated statement of income adjustments for the three months ended June 30, 2016, the three months ended June 30, 2015, the six months ended June 30, 2016, the six months ended June 30, 2015 and the year ended December 31, 2015 related to all sales are as follows:

e)
Reflects the elimination of the operating results of certain non-core Permian Basin assets in the Delaware Basin and the San Juan Basin assets.

f)
Income tax expense has been calculated utilizing a blended federal and state statutory tax rate of approximately 36 percent. Income tax expense also includes an additional benefit of $23,000 and $0.1 million for the three months and six months ended June 30, 2016 and an additional benefit of $1.5 million for the year ended December 31, 2015 as a result of re-measuring the Company’s state deferred tax liabilities. This re-measurement reflected the state apportionment changes primarily related to the sale of the San Juan Basin properties.

g)
The calculations of pro forma basic and diluted earnings per share for the period presented reflect the effect of the above-mentioned revenue and expense items.



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