Item 2.01 Completion of Acquisition of Disposition of Assets.
We are an oil and gas exploration and production company that acquires and develops lower risk onshore oil and gas operated and non-operated working interests and royalty interests in proven basins in
Our exploration activities are focused on adding profit generating production to existing core areas and increasing our current non-operation positions.
Our primary goal is to increase shareholder value by increasing the value of acquired properties through a combination of exploitation, drilling and proven engineering extraction practices.
As part of our corporate strategy, we believe in the following fundamental principles:
• Expand our direct operations through acquisition of operated working interests. • Maximize the value of our properties by increasing production and reserves while controlling cost. • Maintain a highly competitive team of experienced and incentivized personnel and engineers. • Acquire properties where we believe additional value can be created through secondary and tertiary recovery operations and a combination of other exploitation, development, exploration and marketing techniques.
Our goal is to build long-term shareholderholder value by growing reserves and production revenues in a cost-efficient manner. To accomplish our goal, we plan to carry out a balanced program of (1) developing our properties, and expanding into other areas (2) operating as a low-cost producer, (3) pursuing strategic, complementary acquisitions and (4) maintaining financial flexibility. The following are key elements of our strategy:
• Develop our properties. Operations and investment opportunities are focused on exploratory and developmental drilling onshore in the U.S. in major plays such as the
Permian Basin, Eagle Ford, Marcellus, Utica, Granite Wash, Cleveland, Hunton, Mississippi Lime, Bakken, Lower Hope Lime and Three Forks unconventional liquids plays. • Operate our properties as a low-cost producer. We strive to minimize our operating costs by concentrating our assets within geographic areas where we can consolidate operating control and, thus, create operating efficiencies. We continue to develop our operations in Texas, Oklahoma, and Kansas. • Acquire strategic, complementary asset. We target the acquisition of assets in oil & gas fields which display long-lived, high-quality production, heavily weighted in oil and/or liquids rich natural gas production. We evaluate acquisitions based on decline profiles, reserve life and seek to take advantage of any operational in-efficiencies of the target operator. We predominantly value the target's discounted cash flows from its proved developed producing category. 2
Oil and Gas Leases and Wells
Our 1,426 oil and gas lease properties consist of approximately 999 proved locations, 291 probable locations, and 136 possible locations, which are primarily held by production. The properties comprise approximately 607 producing wells as of December of 2013. Our asset base is primarily comprised of rights to the revenue interest. A summary reserve report concerning our properties as of
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
• Report of Independent Registered Public Accounting Firm • Combined Balance Sheets of
Breitling Oil & Gas Corporationand Breitling Royalties Corporation(collectively "Breitling Energy Companies") as of December 31, 2012and 2011 (audited) and as of September 30, 2013(unaudited) • Combined Statements of Operations for Breitling Energy Companies for each of the two years in the period ended December 31, 2012(audited) and for the nine months ended September 30, 2012and 2013 (unaudited) • Combined Statements of Changes in Stockholders' Equity (Deficit) for Breitling Energy Companies for each of the two years in the Period Ended December 31, 2012(audited) and for the nine months ended September 30, 2013(unaudited) • Combined Statements of Cash Flows for Breitling Energy Companies for each of the two years in the period ended December 31, 2012(audited) and for the nine months ended September 30, 2012and 2013 (unaudited) • Notes to Combined Financial Statements
(b) Pro forma financial information.
• Unaudited Pro Forma Condensed Consolidated Balance Sheet of
Breitling Energy Corporationas of December 31, 2013• Unaudited Pro Forma Condensed Consolidated Statements of Income of Breitling Energy Corporationfor the year ended December 31, 2012and for the nine months ended September 30, 2013• Notes to Unaudited Pro Forma Financial Statements of Breitling Energy Corporation (d) Exhibits. No. Exhibit 99.2 Combined Financial Statements of Breitling Oil and Gas Corporationand Breitling Royalties Corporation. 99.3 Pro Forma Financial Statements reflecting acquisition of Breitling Oil and Gas Corporationand Breitling Royalties Corporation99.4 Reserve Report Summary prepared by Mire & Associates, Inc.3