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8-K - FORM 8-K - PostRock Energy Corp | h84088e8vk.htm |
Exhibit 99.1
For Immediate Release
PostRock Reports Second Quarter Results
OKLAHOMA CITY August 10, 2011 PostRock Energy Corporation (NASDAQ: PSTR) today announced
results for the second quarter of 2011. Oil and gas revenues totaled $21.5 million, a 7.0%
increase from the prior-year quarter. The increase was due to a 10.7% higher realized gas
equivalent price of $4.54, partially offset by lower production. Excluding asset sales, production
fell 2.2% to an average of 52.1 Mcfe per day. The decrease was primarily due to lower than planned
capital expenditures in the first half. Gathering revenue increased 4.0% to $1.53 million as
pipeline revenue rose 10.5% to $2.5 million. Realized hedging gains in the quarter totaled $6.7
million, a 10.8% decrease from the prior-year.
Production costs, including lease operating expenses (LOE) and production taxes totaled
$11.4 million, a 5.0% decrease from the prior-year quarter. The decline was primarily due to lower
production taxes. Production costs totaled $2.41 per Mcfe, compared to $2.45 in the prior year.
During the quarter, the Company earned $1.5 million from third party gathering fees. Pipeline
operating expense totaled $1.4 million, an 18.5% decrease from the prior-year quarter, due
primarily to a reduction in capacity expense. General and administrative expense totaled $5.1
million, a 34.9% decrease from the prior-year period, primarily due to the absence of refinancing
expenses.
In July, the settlement of all royalty claims in Oklahoma, which had been reported in June,
became final and the $5.6 million cost was paid. In the second quarter, PostRock had added
$100,000 to its litigation reserve. That left the litigation reserve at $5.0 million after the
Oklahoma settlement. The remaining reserve represents the estimated exposure to certain Kansas
royalty litigation. The Kansas royalty dispute represents the last material liability remaining
from PostRocks predecessors. The Company hopes to settle the suit but, in the absence of a
settlement, will continue to vigorously defend it.
Hedges
PostRock holds natural gas hedges covering 37 Mmcf a day for the second half of 2011 at an
average price of $6.33 per Mcf. Hedges covering 30.1 Mmcf a day in 2012 and 24.7 Mmcf a day in 2013
at an average price of $6.56 and $6.58 per Mcf, respectively are also held. The fair value of these
hedges at June 30, 2011 totaled $49.6 million. Their value changes daily based on oil and gas price
fluctuations and the monthly roll off of hedges.
Remainder of 2011 | 2012 | 2013 | |||||||||||||||||||||||
Price | Volume | Price | Volume | Price | Volume | ||||||||||||||||||||
(Mmbtu) | (Mmbtu) | (Mmbtu) | (Mmbtu) | (Mmbtu) | (Mmbtu) | ||||||||||||||||||||
Southern Star Gas Swaps |
$ | 6.38 | 2,512,482 | $ | 6.72 | 2,000,004 | | | |||||||||||||||||
NYMEX Gas Swaps |
$ | 6.99 | 4,310,136 | $ | 7.22 | 9,000,000 | $ | 7.28 | 9,000,003 | ||||||||||||||||
Southern Star Basis Swaps |
$ | (0.69 | ) | 4,310,136 | $ | (0.70 | ) | 9,000,000 | $ | (0.71 | ) | 9,000,003 | |||||||||||||
(Bbl) | (Bbls) | (Bbl) | (Bbls) | (Bbl) | (Bbls) | ||||||||||||||||||||
NYMEX Oil Swaps |
$ | 85.90 | 24,000 | $ | 87.90 | 42,000 | | |
Constellation Energy Partners
On August 8, the Company announced that it had purchased a majority of Constellation Energy
Group, Inc.s (NYSE: CEG) interests in Constellation Energy Partners LLC (NYSE: CEP). In the
transaction, PostRock acquired all 485,065 Class A Member Interests and 3,128,670 Class B Member
Interests. In combination, the acquired units represent a 14.9% interest in CEP. CEGs
consideration was comprised of $6.6 million of cash, 1 million shares of PostRock common stock and
warrants to acquire an additional 673,822 shares of PostRock. Of the warrants, 224,607 are
exercisable for one year at an exercise price of $6.57 a share, 224,607 are exercisable for two
years at $7.07 a share and 224,608 for three years at $7.57 a share. The cash was funded with
borrowings on PostRocks bank facility.
Debt and Liquidity
At June 30, 2011, PostRock had $192.0 million of debt, consisting of $183.0 million of
Borrowing Base loans and $9.0 million of pipeline debt. The pipeline loan is being paid off in
equal monthly installments through March 2012. Debt fell $11.9 million during the quarter as
proceeds from the final phase of the Appalachian asset sale and approximately 141,000 newly issued
common shares fully satisfied the QER loan. Other debt was reduced $1.5 million, as pipeline debt
was reduced $3 million and $1.5 million additional was drawn under the Borrowing Base Facility.
At the end of July, the Companys Borrowing Base was re-determined based on its reserves at
March 31, 2011. Primarily as a result of lower lender gas price projections and the roll off of
hedges, the Borrowing Base was lowered to $200 million. PostRocks next redetermination will become
effective April 30, 2012 based on year-end reserves. Including $1.7 million of outstanding letters
of credit and $0.7 million of cash, available liquidity following the CEP transaction on August 8,
2011 approximated $5.0 million.
Capital Expenditures
In the first half, capital expenditures totaled $16.1 million, a $0.5 million decrease from
the prior-year period. Spending was 39% less than budget for the period. First half capital
expenditures included $13.7 million spent on development, $1.4 million on equipment and
maintenance, $0.6 million on land and $0.4 million relating to the KPC Pipeline.
December 31, | June 30, | |||||||
2010 | 2011 | |||||||
(in thousands) | ||||||||
Cash and equivalents |
$ | 730 | $ | 1,305 | ||||
Long-term debt (including current maturities) |
||||||||
Borrowing Base Facility |
$ | 187,000 | $ | 183,000 | ||||
Secured Pipeline Loan |
13,500 | 9,000 | ||||||
QER Loan |
19,721 | | ||||||
Total |
$ | 220,221 | $ | 192,000 | ||||
Redeemable Preferred Stock |
$ | 50,622 | $ | 53,634 | ||||
Stockholders deficit |
$ | (12,792 | ) | $ | (10,049 | ) | ||
Total capitalization |
$ | 258,051 | $ | 235,585 | ||||
Management Comment
Terry Carter, PostRocks President and Chief Executive Officer said, Substantial progress was
made in the second quarter. Production increased modestly and operating costs were reduced compared
to the first quarter. We closed on the final phase of our Appalachian asset sale and the proceeds
extinguished our QER loan. Shortly after quarter-end, we finalized our Oklahoma royalty settlement.
We continue to try to resolve our Kansas royalty litigation. Finally, we concluded the purchase
of a 14.9% interest in Constellation Energy Partners earlier this week. We hope the transaction
will help us pursue improved efficiency in the Cherokee Basin through the consolidation of
operations with CEP and/or other operators in the Basin.
During the first half, we drilled and connected 45 development wells, completed 10 new wells
drilled in prior periods, recompleted or connected 54 wells and returned 49 wells to production in
the Cherokee Basin. Though individual well results varied by area, production from the wells is
meeting expectations. Given our desire to better understand the results, certain projects were
deferred and expenditures are running at a somewhat reduced pace at present.
Our KPC Pipeline continues to benefit from cost reductions and increasing utilization. Our
gross margin improved 95% from the year ago period. We believe the pipeline may well have
significant additional value due to its location in the emerging Mississippian play. We are
exploring different options to try to capitalize on this.
PostRock Energy Corporation is engaged in the acquisition, exploration, development,
production and transportation of oil and natural gas, primarily in the Cherokee Basin of Kansas and
Oklahoma. The Company owns and operates over 3,000 wells and nearly 2,200 miles of gas gathering
lines in the Basin. It also owns a 1,120 mile interstate natural gas pipeline, which transports
natural gas from northern Oklahoma and western Kansas to Wichita and Kansas City
Webcast and Conference Call
PostRock will host its quarterly webcast and conference call tomorrow, Thursday, August 11,
2011 at 10:00 a.m. Central Time. The live webcast will be accessible on the Investors page at
www.pstr.com, where it will also be available for replay. The conference call number for
participation is 866-516-1003.
Forward-Looking Statements
Opinions, forecasts, projections or statements, other than statements of historical fact, are
forward-looking statements that involve risks and uncertainties. Forward-looking statements in this
announcement are made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such expectations will
prove to be correct. Actual results may differ materially due to a variety of factors, some of
which may not be foreseen by PostRock. These risks and other risks are detailed in the Companys
filings with the Securities and Exchange Commission, including risk factors listed in the Companys
Annual Report on Form 10-K and other filings with the SEC. The Companys filings with the SEC may
be found at www.pstr.com or www.sec.gov. By making these forward-looking statements, the Company
undertakes no obligation to update these statements for revisions or changes after the date of this
release.
Company Contacts |
||
Jack Collins
|
North Whipple | |
Chief Financial Officer
|
Manager, Corporate Development & Investor Relations | |
(405) 702-7460
|
(405) 702-7423 |
Reconciliation of Non-GAAP Financial Measures
PostRock defines adjusted EBITDA as net income (loss) before income taxes; interest expense,
net; depreciation, depletion and amortization; other (income) expense; change in fair value of
derivative instruments; loss (recovery) from misappropriation of funds; stock based compensation
and impairments. The following table represents a reconciliation of net income (loss) to EBITDA and
adjusted EBITDA for the period presented
Three Months Ended June 30, | ||||||||
(Predecessors) 2010 |
2011 | |||||||
Net income (loss) attributable to controlling interest |
$ | (9,587 | ) | $ | 7,531 | |||
Adjusted for: |
| | ||||||
Net income
(loss) attributable to non-controlling interest |
| | ||||||
Interest expense, net |
6,325 | 2,633 | ||||||
Depreciation, depletion, accretion and amortization |
4,905 | 6,836 | ||||||
EBITDA |
$ | 1,643 | $ | 17,000 | ||||
Other (income) expense, net |
(19 | ) | 164 | |||||
(Gain) from troubled debt restructuring |
| (1,647 | ) | |||||
Unrealized (gain) loss from derivative financial
instruments |
8,080 | 1,103 | ||||||
Stock based compensation |
551 | 1,041 | ||||||
Loss (Gain) on disposal of assets |
(32 | ) | (2,435 | ) | ||||
Adjusted EBITDA |
$ | 10,223 | $ | 15,226 | ||||
Legal expense |
124 | 238 | ||||||
Other addbacks |
1,744 | 53 | ||||||
Excluded subsidiaries |
(541 | ) | 61 | |||||
Debt Covenant EBITDA |
$ | 11,550 | $ | 15,578 | ||||
Although adjusted EBITDA is not a measure of performance calculated in accordance with
generally accepted accounting principles, or GAAP, management considers it an important measure of
performance. Adjusted EBITDA is not a substitute for the GAAP measures of earnings or cash flow and
is not necessarily a measure of the Companys ability to fund its cash needs. In addition, it
should be noted that companies calculate adjusted EBITDA differently, and therefore adjusted EBITDA
as presented herein may not be comparable to adjusted EBITDA reported by other companies. Adjusted
EBITDA has material limitations as a performance measure because it excludes, among other things,
(a) interest expense, which is a necessary element of business to the extent that an entity incurs
debt, (b) depreciation, depletion, amortization and accretion, which are necessary elements of any
business that uses capital assets, (c) impairments of oil and gas properties, which may at times be
a material element of an independent oil companys business, and (d) income taxes, which may become
a material element of the Companys operations in the future. Because of its limitations, adjusted
EBITDA should not be considered a measure of discretionary cash available to us to invest in the
growth of PostRocks business.
POSTROCK ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
Three Months Ended June 30, | ||||||||
2010 | 2011 | |||||||
Revenues |
||||||||
Oil and gas sales |
$ | 20,120 | $ | 21,525 | ||||
Gathering |
1,474 | 1,533 | ||||||
Pipeline |
2,232 | 2,466 | ||||||
Total |
23,826 | 25,524 | ||||||
Costs and expenses |
||||||||
Production expense |
12,005 | 11,406 | ||||||
Pipeline expense |
1,664 | 1,356 | ||||||
General and administrative |
7,910 | 5,148 | ||||||
Litigation reserve |
50 | 100 | ||||||
Depreciation, depletion and amortization |
4,905 | 6,836 | ||||||
(Gain) loss on sale of assets |
(32 | ) | (2,435 | ) | ||||
Total |
26,502 | 22,411 | ||||||
Operating income (loss) |
(2,676 | ) | 3,113 | |||||
Other income (expense) |
||||||||
Gain (loss) from derivative financial instruments |
(605 | ) | 5,568 | |||||
Gain on forgiveness of debt |
| 1,647 | ||||||
Other income (expense), net |
19 | (164 | ) | |||||
Interest expense, net |
(6,325 | ) | (2,633 | ) | ||||
Total |
(6,911 | ) | 4,418 | |||||
Income (loss) before income taxes |
(9,587 | ) | 7,531 | |||||
Income taxes |
| | ||||||
Net income (loss) |
(9,587 | ) | 7,531 | |||||
Net income attributable to non-controlling interest |
| | ||||||
Net income (loss) attributable to controlling interest |
$ | (9,587 | ) | $ | 7,531 | |||
Preferred dividends |
| (1,915 | ) | |||||
Accretion of redeemable preferred stock |
| (380 | ) | |||||
Net income (loss) available to common stock |
$ | (9,587 | ) | $ | 5,236 | |||
Net income (loss) per common share |
||||||||
Basic |
$ | (1.19 | ) | $ | 0.63 | |||
Diluted |
$ | (1.19 | ) | $ | 0.28 | |||
Weighted average common shares outstanding |
||||||||
Basic |
8,049 | 8,311 | ||||||
Diluted |
8,049 | 18,792 | ||||||
POSTROCK ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
December 31, | June 30, | |||||||
2010 | 2011 | |||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and equivalents |
$ | 730 | $ | 1,305 | ||||
Accounts
receivable - trade, net |
11,845 | 11,092 | ||||||
Other receivables |
1,153 | 2,357 | ||||||
Inventory |
6,161 | 5,088 | ||||||
Other |
2,799 | 7,949 | ||||||
Derivative financial instruments |
31,588 | 29,714 | ||||||
Total |
54,276 | 57,505 | ||||||
Oil and gas properties, full cost accounting, net |
116,488 | 119,443 | ||||||
Pipeline assets, net |
61,148 | 60,229 | ||||||
Other property and equipment, net |
15,964 | 15,091 | ||||||
Other, net |
9,303 | 4,932 | ||||||
Derivative financial instruments |
39,633 | 30,593 | ||||||
Total assets |
$ | 296,812 | $ | 287,793 | ||||
LIABILITIES AND EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 7,030 | $ | 6,139 | ||||
Revenue payable |
5,898 | 5,557 | ||||||
Accrued expenses and other current liabilities |
7,190 | 11,257 | ||||||
Litigation reserve |
1,020 | 10,620 | ||||||
Current portion of long-term debt |
10,500 | 9,000 | ||||||
Derivative financial instruments |
3,792 | 4,669 | ||||||
Total |
35,430 | 47,242 | ||||||
Long-term debt |
209,721 | 183,000 | ||||||
Asset retirement obligations |
7,150 | 7,516 | ||||||
Other |
| 400 | ||||||
Derivative financial instruments |
6,681 | 6,050 | ||||||
Total liabilities |
258,982 | 244,208 | ||||||
Commitments and contingencies |
| | ||||||
Series A Cumulative Redeemable Preferred Stock |
50,622 | 53,634 | ||||||
Stockholders equity |
||||||||
Preferred stock |
2 | 2 | ||||||
Common stock |
82 | 84 | ||||||
Additional paid-in capital |
377,538 | 376,609 | ||||||
Accumulated deficit |
(390,414 | ) | (386,744 | ) | ||||
Total deficit |
(12,792 | ) | (10,049 | ) | ||||
Total liabilities and equity |
$ | 296,812 | $ | 287,793 | ||||
POSTROCK ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
(Predecessors) | ||||||||||||
January 1, 2010 | March 6, 2010 | Six Months | ||||||||||
to March 5, | to June 30, | Ended June 30, | ||||||||||
2010 | 2010 | 2011 | ||||||||||
Cash flows from operating activities |
||||||||||||
Net income |
$ | 21,736 | $ | 7,423 | $ | 3,670 | ||||||
Adjustments to reconcile net income to cash provided by
operations |
||||||||||||
Depreciation, depletion and amortization |
4,164 | 6,008 | 13,727 | |||||||||
Stock-based compensation |
808 | 634 | 1,341 | |||||||||
Amortization of deferred loan costs |
2,094 | 1,558 | 848 | |||||||||
Change in fair value of derivative financial instruments |
(21,573 | ) | (7,359 | ) | 11,160 | |||||||
Litigation reserve |
| | 9,600 | |||||||||
Loss (gain) on disposal of property and equipment |
| 140 | (12,357 | ) | ||||||||
Gain on forgiveness of debt |
| | (1,647 | ) | ||||||||
Other non-cash changes to net income |
| 111 | (100 | ) | ||||||||
Change in assets and liabilities |
||||||||||||
Receivables |
777 | 4,098 | (426 | ) | ||||||||
Payables |
743 | 1,410 | (2,859 | ) | ||||||||
Other |
468 | (2,317 | ) | (1,486 | ) | |||||||
Cash flows from operating activities |
9,217 | 11,706 | 21,471 | |||||||||
Cash flows from investing activities |
||||||||||||
Restricted cash |
(1 | ) | 154 | 28 | ||||||||
Proceeds from sale of oil and gas properties |
| 101 | 10,682 | |||||||||
Equipment, development, leasehold and pipeline |
(2,282 | ) | (9,944 | ) | (15,287 | ) | ||||||
Cash flows from investing activities |
(2,283 | ) | (9,689 | ) | (4,577 | ) | ||||||
Cash flows from financing activities |
||||||||||||
Proceeds from debt |
900 | 2,100 | | |||||||||
Repayments of debt |
(41 | ) | (13,215 | ) | (16,319 | ) | ||||||
Cash flows from financing activities |
859 | (11,115 | ) | (16,319 | ) | |||||||
Net increase (decrease) in cash |
7,793 | (9,098 | ) | 575 | ||||||||
Cash and equivalents-beginning of period |
20,884 | 28,677 | 730 | |||||||||
Cash and equivalents-end of period |
$ | 28,677 | $ | 19,579 | $ | 1,305 | ||||||