Linn Energy
LINN ENERGY, INC. (Form: 8-K, Received: 05/11/2017 09:31:13)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)
 
May 11, 2017
 
 
(May 11, 2017)



EARNINGSR_IMAGE1A01.JPG

LINN ENERGY, INC.
(Exact name of registrant as specified in its charter)


Delaware
000-51719
81-5366183
(State or other jurisdiction of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)


600 Travis
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.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company     ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨





Item 2.02      Results of Operations and Financial Condition.
On May 11, 2017, Linn Energy, Inc. issued a press release announcing its earnings for the quarter ended March 31, 2017, and its updated outlook for 2017. The press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Form 8-K and the exhibit hereto shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any registration statement of the issuer.
Item 9.01      Financial Statements and Exhibits.
(d)     Exhibit.
Exhibit Number
 
Description
Exhibit 99.1
 
Press release dated May 11, 2017.


3



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 hereunto duly authorized.
 
LINN ENERGY, INC.
 
(Registrant)
 
 
 
 
Date: May 11, 2017
/s/ David B. Rottino
 
David B. Rottino
 
Executive Vice President and Chief Financial Officer


4

Exhibit 99.1


LINN ENERGY REPORTS FIRST-QUARTER 2017 RESULTS
HOUSTON, May 11, 2017 – LINN Energy, Inc. (OTCQB: LNGG) (“LINN” or the “Company”) announced today financial and operating results for the first quarter of 2017 and provided updated guidance for the second quarter and full-year 2017.
The Company highlights the following:
Successfully emerged from restructuring and reduced total debt to $834 million as of March 31, 2017
Entered into a definitive agreement to sell the Jonah and Pinedale assets in Wyoming for $581.5 million
Commenced trading on OTCQB market under ticker symbol LNGG
Average daily production of 779 MMcfe/d, exceeding midpoint of production guidance
Merge horizontal net production increased to 8,000 BOE/d at the end of first quarter and added a second rig
LINN’s midstream business in the Merge is now processing ~40 MMcf/d from the Chisholm Trail refrigeration facility
Approved the construction of the Chisholm Trail cryogenic plant with a designed capacity of 250 MMcf/d
G&A expenses were lower than guidance and the Company continues to improve its cost structure
“We continue to work hand-in-hand with the new board to identify and execute on strategic opportunities to maximize value,” said Mark E. Ellis, President and Chief Executive Officer. “As previously announced, we entered into an agreement to divest of our Jonah and Pinedale assets for $581.5 million. This represents the first step in our transition to a growth-oriented E&P company. We are aggressively pursuing higher return opportunities in the SCOOP / STACK / Merge play where we are increasing rig activity and building out our midstream business. In addition, we are pursuing other emerging horizontal plays in the Mid-Continent, Rockies, North Louisiana and East Texas. In 2017, we plan to test horizontal potential in each of these areas. Our employees are the key driver to unlocking value from these opportunities and I would like to thank them for their commitment to the Company’s success.”
Key Financial Results
 
First Quarter
 
$ in millions, except per unit amounts
2017 (1)
 
2016 (2)
 
Average daily production (MMcfe/d)
779

 
858

 
Total revenues
$
393

 
$
347

 
Total assets
$
3,645

 
$
9,439

(4)  
Net income (loss)
$
2,390

 
$
(1,348
)
 
Adjusted EBITDAX (a non-GAAP financial measure)
$
128

 
$
335

 
Total debt
$
834

 
$
8,170

 
Total debt / Adjusted EBITDAX (3)
1.63x

 
6.10x

 
Net cash provided by (used in) operating activities
$
(3
)
(5)  
$
270

 
Oil and natural gas capital
$
57

 
$
24

 
Total capital
$
65

 
$
28

 
(1)
All amounts reflect the combined results of the one month ended March 31, 2017 (successor) and the two months ended February 28, 2017 (predecessor)
(2)
All amounts reflect continuing operations with the exception of total assets and net loss for 2016
(3)
Annualized
(4)
Includes Berry assets of $2,772 million
(5)
Includes funding of professional fees escrow account and general unsecured claims cash distribution pool of approximately $80 million recorded to restricted cash
Signed Agreement to Sell Jonah and Pinedale Assets for $581.5 Million
As previously announced, the Company signed a definitive agreement to sell its interests in the Jonah and Pinedale Anticline fields located in western Wyoming to Jonah Energy LLC for a contract price of $581.5 million. The transaction is expected to close in the second quarter of 2017 and is subject to satisfactory completion of title and environmental due diligence, as well as the satisfaction of closing conditions. Net proceeds from the sale are expected to be used to reduce outstanding borrowings under the Company’s revolving credit facility and/or term loan. The Company continues to market the previously announced non-core asset sales and there is significant interest in each of the packages.
Balance Sheet and Liquidity
At the end of the first quarter, total assets were approximately $3.6 billion and total liabilities were approximately $1.6 billion, including approximately $834 million of total debt. As of March 31, 2017, the Company had $540 million drawn on a $1.4 billion credit facility and a $294 million term loan outstanding, resulting in approximately $853 million of liquidity including $7 million of outstanding letters of credit. The planned asset sales are expected to further reduce leverage, improve liquidity and increase financial flexibility.

1



Positive Results Continue in the Merge
In the first quarter, the Company drilled 3 gross (1.86 net) and completed 4 gross (2.14 net) operated horizontal wells targeting the Mississippi and Woodford. To date, the Company has drilled and completed 9 gross (6.66 net) operated horizontal wells with an average normalized peak IP-30 rate of more than 1,450 BOE/d. Over the past two quarters, LINN has improved cycle times by more than 40% to ~30 days (spud to spud) on two-mile laterals and expects to see additional efficiency gains in 2017.
The Company also participated in 5 gross (0.35 net) non-operated horizontal completions in the first quarter. Operated and non-operated horizontal net production in the Merge increased to 8,000 BOE/d by the end of the first quarter. With the addition of a second rig to the program in April and a target to drill 25 gross operated wells in 2017, the Company forecasts to exit 2017 with a horizontal net production rate of approximately 16,700 BOE/d. Recent well results are highlighted below and reflect all LINN operated horizontal wells completed in the Merge to date.
 
LINN Operated Well
Working Interest
First
Production
Zone
Lateral Length (ft)
Peak IP-30 (BOE / d) (1)
Normalized Peak IP-30 (1&2)
(BOE/d)
% Oil(1)
Total
% Liquids
1
Barbour 12-10-7 1H
90%
Mar-16
Woodford
4,209
668
1,587
29%
50%
2
Hinparr 31-6-10-5 1XH
90%
Nov-16
Mississippi
9,898
2,268
2,291
70%
76%
3
McNeff 22-10-5 1H
99%
Dec-16
Mississippi
4,391
961
2,189
44%
54%
4
Braum 28-21-10-6 1XH
95%
Dec-16
Woodford
10,206
1,445
1,416
13%
30%
5
Braum 33-4-10-6 1XH
77%
Dec-16
Woodford
10,179
769
755
35%
56%
6
Langston 13-24-9-6 1XH
34%
Jan-17
Woodford
10,135
842
831
19%
42%
7
Jackson 25-24-10-6 1XH
62%
Jan-17
Mississippi
9,769
1,612
1,650
47%
63%
8
Doris 12-13-10-6 1XH
58%
Mar-17
Woodford
10,042
1,455
1,449
47%
62%
9
Dream Cooler 13-12-10-6 2XH
59%
Mar-17
Mississippi
9,637
1,242
1,289
23%
53%
(1)
Calculated from gross 2-stream volumes
(2)
The average Peak IP-30 rate shown has been normalized to a 10,000 ft. lateral
LINN’s Chisholm Trail Midstream Business in the Merge is Enhancing Value
The positive production results in the Merge continue to increase demand for our Chisholm Trail midstream business. The refrigeration facility is currently processing approximately 40 MMcf/d and construction has been approved on a cryogenic plant with designed capacity of 250 MMcf/d. The Company has signed agreements dedicating its Merge acreage to Chisholm Trail for gathering and processing. The Company estimates that a midstream business of this type at full capacity could generate annual EBITDAX (a non-GAAP financial measure) between $100 million and $125 million.
Activity Increases in the NW STACK
The Company holds a significant acreage position in the NW STACK that is 99%+ held by production. The primary horizontal drilling targets are the Osage and Meramec formations. Industry activity has significantly increased in the area, with 43 horizontal well permits in the first quarter of 2017 compared to 18 in the first quarter of 2016. There are 17 rigs currently running and recently several companies have announced acreage acquisitions in the area. In the first quarter of 2017, the Company participated in 2 gross (0.24 net) non-operated horizontal completions in the NW STACK.
Pursuing Emerging Growth Opportunities
The Company continues to pursue emerging horizontal opportunities in the Mid-Continent, Rockies, North Louisiana and East Texas. We plan to test horizontal potential in each of these areas and remain committed to the capital investment necessary to maximize the value of these assets. In the first quarter, LINN added one rig in North Louisiana and is currently drilling a Lower Red horizontal well on our Ruston acreage.
Updated 2017 Guidance
2017 Capital has been increased $18 million to $413 million due to a 25% design capacity increase for the Chisholm Trail cryogenic plant. The tables below exclude the impact of asset sales and the Company will provide updated guidance in future quarters as the transactions close. In addition, the Company estimates reorganization costs of approximately $20 million for the remaining three quarters of the year.
$ in millions
Merge
Rest of LINN
2017 Capital
Horizontal development
$
100

$
65

$
165

Vertical development and optimization

$
95

$
95

Land, seismic and water infrastructure
$
34

$
6

$
40

Oil and natural gas capital
$
134

$
166

$
300

Plant and pipeline / Midstream
$
100

$
2

$
102

Administrative

$
11

$
11

Total Capital
$
234

$
179

$
413


2




First Quarter Actuals and Guidance
 
 
 
 
 
 
2017 Actuals (4)(5)
 
Q1 2017E (4)
Net Production
 
 
 
 
 
 
 
 
 
 
 
Natural gas (MMcf/d)
496

 
475

-
495

Oil (Bbls/d)
25,300

 
25,000

-
27,000

NGL (Bbls/d)
22,000

 
21,000

-
24,000

Total (MMcfe/d)
779

 
750

-
800

 
 
 
 
 
 
Other revenues, net (in thousands) (1)
$
21,508

 
$
13,500

-
$
15,500

 
 
 
 
 
 
Costs (in thousands)
 
 
 
 
 
 
 
 
 
 
 
Lease operating expenses
$
80,390

 
$
76,000

-
$
84,000

Transportation expenses
$
39,695

 
$
38,000

-
$
42,000

Taxes, other than income taxes
$
23,249

 
$
22,000

-
$
26,000

 
 
 
 
 
 
Total operating expenses
$
143,334

 
$
136,000

-
$
152,000

 
 
 
 
 
 
General and administrative expenses (2)(3)
$
27,724

 
$
30,000

-
$
36,000

Costs per Mcfe (Mid-Point)
 
 
 
 
 
 
 
 
 
Lease operating expenses
$
1.15

 
 
$
1.14

Transportation expenses
$
0.57

 
 
$
0.57

Taxes, other than income taxes
$
0.33

 
 
$
0.35

Total operating expenses
$
2.05

 
 
$
2.06

 
 
 
 
 
General and administrative expenses (2)(3)
$
0.40

 
 
$
0.47

Targets (Mid-Point) (in thousands)
 
 
 
 
 
 
 
 
 
Adjusted EBITDAX
$
128,134

 
 
$
122,000

 
 
 
 
 
Interest expense
$
23,323

 
 
$
25,000

 
 
 
 
 
Oil and natural gas capital
$
56,806

 
 
$
56,000

 
 
 
 
 
Total capital
$
65,488

 
 
$
84,000


Weighted Average NYMEX Differentials
 
 
 
 
 
 
 
 
 
 
 
Natural gas (MMBtu)
$
(0.23
)
 
$
(0.32
)
-
$
(0.22
)
Oil (Bbl)
$
(3.26
)
 
$
(4.50
)
-
$
(3.50
)
NGL price as a % of crude oil price
45%
40%-45%
_________________________________________________________
(1)
First two months includes other revenues, margin on marketing activities and ~$6 million of Berry management fee reimbursements
(2)
First two months includes G&A expenses related to operating Berry’s assets. See footnote (1) for ~$6 million of Berry management fee reimbursements in “other revenues, net”
(3)
As included in operating cash flow and excludes share-based compensation expenses of approximately $54 million
(4)
Does not include any post-emergence restructuring costs
(5)
Does not include effect of asset sales or related severance costs

3



Second Quarter and Full Year 2017 Guidance Update
 
 
 
 
 
 
 
Q2 2017E (4)(5)
 
FY 2017E (1)(2)(4)(5)
Net Production
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Natural gas (MMcf/d)
460

-
510

 
470

-
520

Oil (Bbls/d)
24,000

-
27,000

 
25,000

-
28,000

NGL (Bbls/d)
21,000

-
23,000

 
21,000

-
23,000

Total (MMcfe/d)
730

-
810

 
745

-
825

 
 
 
 
 
 
 
 
Other revenues, net (in thousands)
$
9,000

-
$
10,000

 
$
44,000

-
$
48,000

 
 
 
 
 
 
 
 
Costs (in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lease operating expenses (3)
$
75,000

-
$
83,000

 
$
302,000

-
$
336,000

Transportation expenses
37,000

-
42,000

 
151,000

-
168,000

Taxes, other than income taxes
22,000

-
26,000

 
91,000

-
101,000

Total operating expenses
$
134,000

-
$
151,000

 
$
544,000

-
$
605,000

 
 
 
 
 
 
 
 
General and administrative expenses (2)(3)
$
27,000

-
$
30,000

 
$
115,000

-
$
125,000

Costs per Mcfe (Mid-Point)
 
 
 
 
 
 
 
Lease operating expenses (3)
$
1.13

 
$
1.11

Transportation expenses
$
0.56

 
$
0.56

Taxes, other than income taxes
$
0.34

 
$
0.33

Total operating expenses
$
2.03

 
$
2.00

 
 
 
 
General and administrative expenses (2)(3)
$
0.41

 
$
0.42

 
 
 
 
Targets (Mid-Point) (in thousands)
 
 
 
 
 
 
 
Adjusted EBITDAX
$
116,000

 
$
496,000

 
 
 
 
Interest expense
$
13,000

 
$
60,000

 
 
 
 
Oil and natural gas capital
$
52,000

 
$
300,000

 
 
 
 
Total capital
$
88,000

 
$
413,000

Weighted Average NYMEX Differentials
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Natural gas (MMBtu)
$
(0.15
)
-
$
(0.35
)
 
$
(0.35
)
-
$
(0.15
)
Oil (Bbl)
$
(5.00
)
-
$
(3.00
)
 
$
(5.00
)
-
$
(3.00
)
NGL price as a % of crude oil price
34%-38%
 
34%-42%
Unhedged Commodity Price Assumptions
Apr
 
May
 
Jun
 
FY 2017E
Natural gas (MMBtu)
$
3.18

 
$
3.14

 
$
3.28

 
$
3.33

Oil (Bbl)
$
51.12

 
$
49.33

 
$
49.33

 
$
50.51

NGL (Bbl)
$
18.41

 
$
17.80

 
$
17.84

 
$
19.06

__________________________________________________________________
(1)
Includes other revenues, margin on marketing activities and ~$6 million of Berry management fee reimbursements for the first quarter
(2)
First quarter includes two months of G&A expenses related to operating Berry’s assets. See footnote (1) for ~$6 million of Berry management fee reimbursements in “other revenues, net”
(3)
As included in operating cash flow and excludes share-based compensation expenses
(4)
Does not include any post-emergence restructuring costs
(5)
Does not include the effect of asset sales or related severance costs

4



Hedging Update as of April 30, 2017
Natural Gas
 
2017
2018
2019
 
Volume (MMMBtu/d)
Average Price
(per MMBtu)
Volume (MMMBtu/d)
Average Price
(per MMBtu)
Volume (MMMBtu/d)
Average Price
(per MMBtu)
Swaps
370
$
3.17

131
$
3.01

31
$
2.97

Oil
 
2017
2018
2019
 
Volume (Bbls/d)
Average Price
(per Bbl)
Volume
(Bbls/d)
Average Price
(per Bbl)
Volume
(Bbls/d)
Average Price
(per Bbl)
Swaps
12,000
$
52.13

1,500
$
54.07

-
-
Collars
-
-
5,000
$50.00 - $55.00
5,000
$50.00 - $55.00
Update on Public Common Stock Listing
LINN Energy, Inc. (OTCQB: LNGG) announced April 10, 2017 that its common stock was approved for trading on the OTCQB market under the symbol LNGG. Investors can find real-time quotes and market information for the Company on www.otcmarkets.com. The Company currently has approximately 89.2 million shares issued and outstanding, with a total of 9.9 million shares reserved for issuance under the Company’s Omnibus Incentive Pan (of which 3.7 million have been issued to date as restricted stock units).
Form 10‑Q / Earnings Call / Upcoming Conferences
LINN plans to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, with the Securities and Exchange Commission on May 11, 2017 and will host a conference call on Thursday, May 11, 2017 at 10 a.m. (CDT) to discuss the Company’s first quarter 2017 results. A replay of the call and a transcript will be available on the Company’s website until May 25, 2017. Additionally, we plan to attend the upcoming UBS conference in late May and the RBC conference in early June.
Link to the Company’s website: http://www.linnenergy.com
Link to presentations: http://ir.linnenergy.com/presentations.cfm
About LINN Energy
LINN Energy, Inc. was formed in February 2017 as the reorganized successor to Linn Energy, LLC. Headquartered in Houston, Texas, the Company’s core focus is the upstream and midstream development of the SCOOP / STACK / Merge in Oklahoma. Additionally, the Company is pursuing emerging horizontal opportunities in the Mid-Continent, Rockies, North Louisiana and East Texas while continuing to add value by efficiently operating and applying new technology to a diverse set of long-life producing assets.
Forward-Looking Statements
Statements made in this press release that are not historical facts are “forward-looking statements.” These statements are based on certain assumptions and expectations made by the Company which reflect management’s experience, estimates and perception of historical trends, current conditions, and anticipated future developments. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or anticipated in the forward-looking statements. These include risks relating to financial performance and results, ability to improve our financial results and profitability following emergence from bankruptcy, availability of sufficient cash flow to execute our business plan, ability to execute planned asset sales, continued low or further declining commodity prices and demand for oil, natural gas and natural gas liquids, ability to hedge future production, ability to replace reserves and efficiently develop current reserves, the capacity and utilization of midstream facilities, the regulatory environment and other important factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. These and other important factors could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. Please read “Risk Factors” in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other public filings. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information or future events.
CONTACTS: LINN Energy, Inc.
Investors:
Thomas Belsha, Vice President — Investor Relations
Brandon Powell, Analyst — Investor Relations
(281) 840-4110
ir@linnenergy.com


5


Consolidated Balance Sheets (Unaudited)


 
Successor
 
 
Predecessor
 
March 31,
2017
 
 
December 31,
2016
(in thousands)
 
 
 
 
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
$
1,072

 
 
$
694,857

Accounts receivable – trade, net
181,034

 
 
198,064

Derivative instruments
2,406

 
 

Restricted cash
81,766

 
 
1,602

Other current assets
91,005

 
 
106,011

Total current assets
357,283

 
 
1,000,534

 
 
 
 
 
Noncurrent assets:
 
 
 
 
Oil and natural gas properties (successful efforts method)
2,203,893

 
 
13,232,959

Less accumulated depletion and amortization
(15,351
)
 
 
(9,999,560
)
 
2,188,542

 
 
3,233,399

 
 
 
 
 
Other property and equipment
445,951

 
 
636,487

Less accumulated depreciation
(4,197
)
 
 
(224,547
)
 
441,754

 
 
411,940

 
 
 
 
 
Derivative instruments
8,960

 
 

Deferred income taxes
624,704

 
 

Other noncurrent assets
23,352

 
 
14,718

 
657,016

 
 
14,718

Total noncurrent assets
3,287,312

 
 
3,660,057

Total assets
$
3,644,595

 
 
$
4,660,591

 
 
 
 
 
LIABILITIES AND EQUITY (DEFICIT)
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable and accrued expenses
$
334,160

 
 
$
295,077

Derivative instruments
18,701

 
 
82,508

Current portion of long-term debt, net
28,125

 
 
1,937,729

Other accrued liabilities
48,829

 
 
26,304

Total current liabilities
429,815

 
 
2,341,618

 
 
 
 
 
Derivative instruments

 
 
11,349

Long-term debt
805,625

 
 

Other noncurrent liabilities
350,981

 
 
399,607

Liabilities subject to compromise

 
 
4,305,005

 
 
 
 
 
Temporary Equity
 
 
 
 
Redeemable noncontrolling interests
29,350

 
 

Stockholders’/unitholders’ equity (deficit):
 
 
 
 
Predecessor units issued and outstanding

 
 
5,386,885

Predecessor accumulated deficit

 
 
(7,783,873
)
Successor Class A common stock
89

 
 

Successor additional paid-in capital
2,035,991

 
 

Successor accumulated deficit
(7,256
)
 
 

Total stockholders’/unitholders’ equity (deficit)
2,028,824

 
 
(2,396,988
)
Total liabilities and equity (deficit)
$
3,644,595

 
 
$
4,660,591



6


Consolidated Statements of Operations (Unaudited)

 
Successor
 
 
Predecessor
 
One Month Ended March 31, 2017
 
 
Two Months Ended February 28, 2017
 
Three Months Ended March 31, 2016
(in thousands, except per share and per unit amounts)
 
 
 
 
 
 
Revenues and other:
 
 
 
 
 
 
Oil, natural gas and natural gas liquids sales
$
87,445

 
 
$
203,766

 
$
199,849

Gains (losses) on oil and natural gas derivatives
(11,959
)
 
 
92,691

 
109,453

Marketing revenues
2,914

 
 
6,636

 
9,061

Other revenues
2,033

 
 
9,925

 
28,336

 
80,433

 
 
313,018

 
346,699

Expenses:
 
 
 
 
 
 
Lease operating expenses
27,166

 
 
53,224

 
88,387

Transportation expenses
13,723

 
 
25,972

 
41,994

Marketing expenses
2,539

 
 
4,820

 
7,833

General and administrative expenses
10,411

 
 
71,745

 
83,720

Exploration costs
55

 
 
93

 
2,693

Depreciation, depletion and amortization
21,362

 
 
56,484

 
105,215

Impairment of long-lived assets

 
 

 
123,316

Taxes, other than income taxes
7,502

 
 
15,747

 
19,754

Losses on sale of assets and other, net
445

 
 
672

 
1,269

 
83,203

 
 
228,757

 
474,181

Other income and (expenses):
 
 
 
 
 
 
Interest expense, net of amounts capitalized
(4,917
)
 
 
(18,406
)
 
(85,267
)
Other, net
(388
)
 
 
(149
)
 
68

 
(5,305
)
 
 
(18,555
)
 
(85,199
)
Reorganization items, net
(2,565
)
 
 
2,331,189

 

Income (loss) from continuing operations before income taxes
(10,640
)
 
 
2,396,895

 
(212,681
)
Income tax expense (benefit)
(3,384
)
 
 
(166
)
 
10,246

Income (loss) from continuing operations
(7,256
)
 
 
2,397,061

 
(222,927
)
Loss from discontinued operations, net of income taxes

 
 

 
(1,124,819
)
Net income (loss)
$
(7,256
)
 
 
$
2,397,061

 
$
(1,347,746
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted income (loss) per share/unit – continuing operations
$
(0.08
)
 
 
$
6.79

 
$
(0.64
)
Basic and diluted loss per share/unit – discontinued operations
$

 
 
$

 
$
(3.19
)
Basic and diluted net income (loss) per share/unit
$
(0.08
)
 
 
$
6.79

 
$
(3.83
)
Basic and diluted weighted average shares/units outstanding
89,848

 
 
352,792

 
352,234






7


Consolidated Statements of Cash Flows (Unaudited)

 
Successor
 
 
Predecessor
 
One Month Ended March 31, 2017
 
 
Two Months Ended February 28, 2017
 
Three Months Ended March 31, 2016
(in thousands)
 
 
 
 
 
 
Cash flow from operating activities:
 
 
 
 
 
 
Net income (loss)
$
(7,256
)
 
 
$
2,397,061

 
$
(1,347,746
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
 
 
 
Loss from discontinued operations

 
 

 
1,124,819

Depreciation, depletion and amortization
21,362

 
 
56,484

 
105,215

Impairment of long-lived assets

 
 

 
123,316

Deferred income taxes
(3,384
)
 
 
(166
)
 
9,422

Noncash (gains) losses on oil and natural gas derivatives
17,741

 
 
(104,263
)
 
225,258

Share-based compensation expenses
4,177

 
 
50,255

 
12,425

Amortization and write-off of deferred financing fees
3

 
 
1,338

 
4,676

Losses on sale of assets and other, net
345

 
 
1,069

 
2,226

Reorganization items, net

 
 
(2,359,364
)
 

Changes in assets and liabilities:
 
 
 
 
 
 
(Increase) decrease in accounts receivable – trade, net
26,614

 
 
(7,216
)
 
(16,082
)
(Increase) decrease in other assets
(2,620
)
 
 
402

 
(8,225
)
Increase in restricted cash

 
 
(80,164
)
 

Increase (decrease) in accounts payable and accrued expenses
(43,476
)
 
 
20,949

 
(630
)
Increase in other liabilities
4,187

 
 
2,801

 
35,713

Net cash provided by (used in) operating activities – continuing operations
17,693

 
 
(20,814
)
 
270,387

Net cash provided by operating activities – discontinued operations

 
 

 
20,641

Net cash provided by (used in) operating activities
17,693

 
 
(20,814
)
 
291,028

 
 
 
 
 
 
 
Cash flow from investing activities:
 
 
 
 
 
 
Development of oil and natural gas properties
(20,244
)
 
 
(50,739
)
 
(70,407
)
Purchases of other property and equipment
(2,466
)
 
 
(7,851
)
 
(6,404
)
Proceeds from sale of properties and equipment and other
326

 
 
(166
)
 
(280
)
Net cash used in investing activities – continuing operations
(22,384
)
 
 
(58,756
)
 
(77,091
)
Net cash used in investing activities – discontinued operations

 
 

 
(14,330
)
Net cash used in investing activities
(22,384
)
 
 
(58,756
)
 
(91,421
)
 
 
 
 
 
 
 
Cash flow from financing activities:
 
 
 
 
 
 
Proceeds from rights offering, net

 
 
514,069

 

Proceeds from borrowings
30,000

 
 

 
978,500

Repayments of debt
(96,250
)
 
 
(1,038,986
)
 
(100,000
)
Payment to holders of claims under the second lien notes

 
 
(30,000
)
 

Other
17,658

 
 
(6,015
)
 
(20,719
)
Net cash provided by (used in) financing activities – continuing operations
(48,592
)
 
 
(560,932
)
 
857,781

Net cash from financing activities – discontinued operations

 
 

 

Net cash provided by (used in) financing activities
(48,592
)
 
 
(560,932
)
 
857,781

 
 
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
(53,283
)
 
 
(640,502
)
 
1,057,388

Cash and cash equivalents:
 
 
 
 
 
 
Beginning
54,355

 
 
694,857

 
2,168

Ending
1,072

 
 
54,355

 
1,059,556

Less cash and cash equivalents of discontinued operations at end of period

 
 

 
(7,334
)
Ending – continuing operations
$
1,072

 
 
$
54,355

 
$
1,052,222


8



Adjusted EBITDAX (Non-GAAP Measure)

The non-GAAP financial measure of adjusted EBITDAX, as defined by the Company, may not be comparable to similarly titled measures used by other companies. Therefore, this non-GAAP measure should be considered in conjunction with net income (loss) and other performance measures prepared in accordance with GAAP. Adjusted EBITDAX should not be considered in isolation or as a substitute for GAAP.
Adjusted EBITDAX is a measure used by Company management to evaluate the Company's operational performance and for comparisons to the Company's industry peers. Management also believes this information may be useful to investors and analysts to gain a better understanding of the Company's financial results.
The following presents a reconciliation of net income (loss) to adjusted EBITDAX:
 
Three Months Ended March 31,
 
2017 (1)
 
2016
 
(in thousands)
 
 
 
 
Net income (loss)
$
2,389,805

 
$
(1,347,746
)
Plus (less):
 
 
 
Loss from discontinued operations

 
1,124,819

Interest expense
23,323

 
85,267

Income tax expense (benefit)
(3,550
)
 
10,246

Depreciation, depletion and amortization
77,846

 
105,215

Exploration costs
148

 
2,693

EBITDAX
2,487,572

 
(19,506
)
Plus (less):
 
 
 
Impairment of long-lived assets

 
123,316

Noncash (gains) losses on oil and natural gas derivatives
(86,522
)
 
225,258

Accrued settlements on oil derivative contracts related to current production period (2)
1,302

 
(7,862
)
Share-based compensation expenses
54,432

 
12,425

Write-off of deferred financing fees

 
16

(Gains) losses on sale of assets and other, net  (3)
(26
)
 
1,358

Reorganization items, net (4)
(2,328,624
)
 

Adjusted EBITDAX
$
128,134

 
$
335,005


In addition, the Company reported the following other items:
 
Three Months Ended March 31,
 
2017 (1)
 
2016
 
(in thousands)
 
 
 
 
Prepetition restructuring costs included in general and administrative expenses  (5)
$

 
$
17,164

Premiums paid for put options that settled during the period (6)

 
(37,485
)
(1)
All amounts reflect the combined results of the one month ended March 31, 2017 (successor) and the two months ended February 28, 2017 (predecessor).
(2)
Represent amounts related to oil derivative contracts that settled during the respective period (contract terms had expired) but cash had not been received as of the end of the period.
(3)
Primarily represent gains or losses on the sale of assets, gains or losses on inventory valuation and amortization of basis difference for equity method investments.
(4)
Represent costs and income directly associated with the Company’s filing for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code since the petition date, and also include adjustments to reflect the carrying value of certain liabilities subject to compromise at their estimated allowed claim amounts, as such adjustments are determined.
(5)
Represent restructuring costs incurred by the Company prior to its filing for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code, which are included in general and administrative expenses.
(6)
Represent premiums paid at inception for put options that settled during the respective period. The Company has not purchased any put options since 2012.

9


The following presents the Company’s calculation of total debt to adjusted EBITDAX:
 
Three Months Ended March 31,
 
2017 (1)
 
2016 (2)
 
(in thousands, except ratios)
 
 
 
 
Total debt (3)
$
833,750

 
$
8,170,040

Adjusted EBITDAX
$
128,134

 
$
335,005

Adjusted EBITDAX (Annualized twelve months)
$
512,536

 
$
1,340,020

 
 
 
 
Total debt / Adjusted EBITDAX (4)
1.63x

 
6.10x

(1)
Adjusted EBITDAX reflects the combined results of the one month ended March 31, 2017 (successor) and the two months ended February 28, 2017 (predecessor).
(2)
Information presented for 2016 relates only to LINN Energy’s continuing operations.
(3)
Total debt as of March 31, 2017, and March 31, 2016, respectively.
(4)
Calculated as total debt divided by adjusted EBITDAX (annualized twelve months).

10