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8-K - FORM 8-K - Evolve Transition Infrastructure LP | d307725d8k.htm |
Exhibit 99.1
News Release |
General Inquiries: (877) 847-0008 |
www.constellationenergypartners.com |
Investor Contact: Charles C. Ward
(877) 847-0009
Constellation Energy Partners Reports
Fourth Quarter and Full Year 2011 Results
| Oil production increases in 2011, with additional growth in oil production forecast for 2012 |
| Capital spending increase in 2012 forecast to target oil production |
| Company positioned to consider the reinstatement of a cash distribution to unitholders in 2012 |
HOUSTON(BUSINESS WIRE)Feb. 29, 2012Constellation Energy Partners LLC (NYSE Amex: CEP) today reported fourth quarter and full year 2011 results.
The company produced 3,296 MMcfe during the fourth quarter, for average daily net production of 35.8 MMcfe for the quarter and 37.5 MMcfe for the full year 2011. Net oil production for the fourth quarter was 315 barrels per day, which represents an increase of approximately 81% compared to the fourth quarter of 2010. For the full year 2011, approximately 95% of the companys production was natural gas and 5% of the companys production was oil. During 2010, approximately 98% of the companys production was natural gas and 2% of the companys production was oil.
Revenue totaled $33.5 million for the fourth quarter 2011 and $105.2 million for the full year 2011. Included in total revenue for the full year 2011 is revenue from sales of $57.2 million, of which approximately 82% was from natural gas sales and 18% was from oil sales. The balance of the companys full year 2011 total revenue came from hedge settlements ($82.7 million), services provided to third parties ($4.7 million), and losses on mark-to-market activities ($39.4 million), which is a non-cash item. During 2010, approximately 92% of the companys sales revenue was from natural gas sales and 8% was from oil sales.
Operating costs, which include lease operating expenses, production taxes and general and administrative expenses, net of certain non-cash items, averaged $3.26 per Mcfe for the fourth quarter and $3.37 per Mcfe for the full year 2011, which is a 3% improvement compared to the $3.49 per Mcfe the company posted for operating costs for the full year 2010.
Adjusted EBITDA for the fourth quarter 2011 was $13.8 million, an improvement of 9% compared to the third quarter 2011. For the full year 2011, Adjusted EBITDA was $96.7 million, which includes $41.3 million in hedge settlements related to the hedge restructuring that the company announced in June 2011.
On a GAAP basis, the company recorded net income of $15.1 million for the fourth quarter 2011 and $19.6 million for the full year 2011.
The company completed 17 net wells and recompletions with total capital spending of $2.4 million during the fourth quarter 2011. The companys full year 2011 capital spending totaled $11.3 million. For the full year, the company completed 84 net wells and recompletions, and there were 10 net wells and recompletions in progress at Dec. 31, 2011. Drilling activities in 2011 focused primarily on oil potential in the companys existing asset base as well as capital efficient recompletions.
When we reflect in the years to come about where weve been as a company, said Stephen R. Brunner, President and Chief Executive Officer of Constellation Energy Partners, I think well talk about 2011 as an important transitional year. During the year, we reduced debt by more than 40%, reduced operating costs, improved our financial flexibility, and demonstrated that a more dynamic focus on the oil opportunities in our asset base is key to maintaining production and growing value. We intend to capitalize on the momentum developed in 2011 as we look to return value to unitholders in 2012 and over the longer term.
Distribution Outlook
Based on our 2011 successes, an available inventory of organic, capital efficient drilling opportunities, and our long-term forecast, we think were now able to return capital spending to maintenance levels. Accordingly, we believe that we have positioned the company to consider the reinstatement of a cash distribution to unitholders in 2012, Brunner added. Were pleased to be in a position to reward the patience of our unitholders as weve worked to improve the companys financial strength.
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All distributions are subject to approval by the companys Board of Managers.
Liquidity Update
Borrowings outstanding under the companys reserve-based credit facility currently total $98.4 million, leaving the company with $26.6 million in borrowing capacity at the companys current borrowing base of $125.0 million. The companys next semi-annual borrowing base redetermination by the lenders is expected in the second quarter 2012.
The company recorded $17.2 million in cash and equivalents as of Dec. 31, 2011.
Financial Outlook for 2012
The company forecasts capital spending of between $15.0 million and $19.0 million in 2012. Of this amount, $15.0 million is maintenance capital.
Net production is forecast to range between 13.3 and 14.1 Bcfe for 2012, with operating costs forecast to range between $42.5 million and $46.0 million for the year.
The company entered the year with approximately 6.9 Bcfe of its Mid-Continent natural gas production in 2012 hedged at an average price of $5.22 per Mcfe and an additional 2.0 Bcfe of its remaining natural gas production hedged at an average price of $5.75 per Mcfe. The company has also hedged approximately 83 thousand barrels of its 2012 oil production at an average price of $103.14 per barrel. The companys 2012 hedges provide price certainty on approximately 69% of the companys 2012 midpoint production forecast. The remainder of the companys production for 2012 is subject to market conditions and pricing.
Additional detail on the companys 2012 forecast can be found in the tables included with this news release.
Conference Call Information
The company will host a conference call at 8:30 a.m. (CST) on Wednesday, Feb. 29, 2012 to discuss fourth quarter and full year 2011 results.
To participate in the conference call, analysts, investors, media and the public in the U.S. may dial (800) 857-0653 shortly before 8:30 a.m. (CST). The international phone number is (773) 799-3268. The conference password is PARTNERS.
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A replay will be available beginning approximately one hour after the end of the call by dialing (800) 835-3804 or (402) 280-1654 (international). A live audio webcast of the conference call, presentation slides and the earnings release will be available on Constellation Energy Partners Web site (www.constellationenergypartners.com) under the Investor Relations page. The call will also be recorded and archived on the site.
About the Company
Constellation Energy Partners LLC is a limited liability company focused on the acquisition, development and production of oil and natural gas properties, as well as related midstream assets.
SEC Filings
The company intends to file its 2011 Form 10-K on or about Feb. 29, 2012.
Non-GAAP Measures
We present Adjusted EBITDA in addition to our reported net income (loss) in accordance with GAAP. Adjusted EBITDA is a non-GAAP financial measure that is defined as net income (loss) adjusted by interest (income) expense, net; depreciation, depletion and amortization; write-off of deferred financing fees; asset impairments; accretion expense; (gain) loss on sale of assets; exploration costs; (gain) loss from equity investment; unit-based compensation programs; (gain) loss from mark-to-market activities; and unrealized (gain) loss on derivatives/hedge ineffectiveness.
Adjusted EBITDA is used as a quantitative standard by our management and by external users of our financial statements such as investors, research analysts and others to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis; the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness; and our operating performance and return on capital as compared to those of other companies in our industry, without regard to financing or capital structure. Adjusted EBITDA is not intended to represent cash flows for the period, nor is it presented as a substitute for net income, operating income, cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.
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Forward-Looking Statements
We make statements in this news release that are considered forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These forward-looking statements are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, managements assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this news release are not guarantees of future performance, and we cannot assure you that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the Risk Factors section in our SEC filings and elsewhere in those filings. All forward-looking statements speak only as of the date of this news release. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
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Constellation Energy Partners LLC
Operating Statistics
Three Months Ended Dec. 31, | Twelve Months Ended Dec. 31, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net Production: |
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Total production (MMcfe) |
3,296 | 3,674 | 13,679 | 15,037 | ||||||||||||
Average daily production (Mcfe/day) |
35,826 | 39,935 | 37,477 | 41,197 | ||||||||||||
Average Net Sales Price per Mcfe: |
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Net realized price, including hedges |
$ | 7.44 | (a) | $ | 6.86 | (a) | $ | 10.41 | (a) | $ | 7.06 | (a) | ||||
Net realized price, excluding hedges |
$ | 4.02 | (b) | $ | 3.72 | (b) | $ | 4.37 | (b) | $ | 4.38 | (b) | ||||
(a) Excludes impact of mark-to-market gains (losses) and net cost of sales. |
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(b) Excludes all hedges, the impact of mark-to-market gains (losses) and net cost of sales. |
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Net Wells Drilled and Completed |
14 | 6 | 35 | 17 | ||||||||||||
Net Recompletions |
3 | 7 | 49 | 14 | ||||||||||||
Developmental Dry Holes |
| | 1 | |
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Constellation Energy Partners LLC
Condensed Consolidated Statements of Operations
Three Months Ended Dec. 31, | Twelve Months Ended Dec. 31, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
($ in thousands) | ($ in thousands) | |||||||||||||||
Oil and gas sales |
$ | 25,022 | $ | 25,734 | $ | 144,639 | $ | 108,692 | ||||||||
Gain/(Loss) from mark-to-market activities |
8,524 | (9,751 | ) | (39,422 | ) | 42,081 | ||||||||||
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Total revenues |
33,546 | 15,983 | 105,217 | 150,773 | ||||||||||||
Operating expenses: |
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Lease operating expenses |
6,630 | 7,153 | 27,949 | 30,798 | ||||||||||||
Cost of sales |
487 | 524 | 2,188 | 2,473 | ||||||||||||
Production taxes |
619 | 730 | 2,897 | 3,179 | ||||||||||||
General and administrative |
3,816 | 6,074 | 16,599 | 20,351 | ||||||||||||
Exploration costs |
| 29 | 131 | 760 | ||||||||||||
(Gain)/Loss on sale of assets |
(10 | ) | (5 | ) | 19 | (18 | ) | |||||||||
Depreciation, depletion and amortization |
4,518 | 5,665 | 22,139 | 85,263 | ||||||||||||
Asset impairments |
1,000 | 1,521 | 2,935 | 272,487 | ||||||||||||
Accretion expense |
227 | 205 | 907 | 822 | ||||||||||||
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Total operating expenses |
17,287 | 21,896 | 75,764 | 416,115 | ||||||||||||
Other expenses: |
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Interest (income) expense, net |
1,186 | 815 | 10,116 | 11,953 | ||||||||||||
Other (income) expense |
(54 | ) | 25 | (249 | ) | (385 | ) | |||||||||
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Total expenses |
18,419 | 22,736 | 85,631 | 427,683 | ||||||||||||
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Net income (loss) |
$ | 15,127 | $ | (6,753 | ) | $ | 19,586 | $ | (276,910 | ) | ||||||
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Adjusted EBITDA |
$ | 13,841 | $ | 11,672 | $ | 96,596 | $ | 54,125 | ||||||||
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EPUBasic |
$ | 0.62 | $ | (0.28 | ) | $ | 0.81 | $ | (11.36 | ) | ||||||
EPUBasic Units Outstanding |
24,253,033 | 24,420,284 | 24,273,491 | 24,370,545 | ||||||||||||
EPUDiluted |
$ | 0.62 | $ | (0.28 | ) | $ | 0.81 | $ | (11.36 | ) | ||||||
EPUDiluted Units Outstanding |
24,253,033 | 24,420,284 | 24,273,491 | 24,370,545 |
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Constellation Energy Partners LLC
Condensed Consolidated Balance Sheets
Dec. 31, | Dec. 31, | |||||||
2011 | 2010 | |||||||
($ in thousands) | ||||||||
Current assets |
$ | 45,096 | $ | 53,091 | ||||
Oil and Natural gas properties, net of accumulated depreciation, depletion and amortization |
266,085 | 276,919 | ||||||
Other assets |
23,125 | 54,367 | ||||||
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Total assets |
$ | 334,306 | $ | 384,377 | ||||
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Current liabilities |
$ | 14,554 | $ | 14,533 | ||||
Debt |
98,400 | 165,000 | ||||||
Other long-term liabilities |
14,432 | 13,024 | ||||||
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Total liabilities |
127,386 | 192,557 | ||||||
Class D Interests |
| 6,667 | ||||||
Common members equity |
201,483 | 174,233 | ||||||
Accumulated other comprehensive income |
5,437 | 10,920 | ||||||
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Total members equity |
206,920 | 185,153 | ||||||
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Total liabilities and members equity |
$ | 334,306 | $ | 384,377 | ||||
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Constellation Energy Partners LLC
Reconciliation of Net Income (Loss) to Adjusted EBITDA
Three Months Ended Dec. 31, | Twelve Months Ended Dec. 31, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
($ in thousands) | ($ in thousands) | |||||||||||||||
Reconciliation of Net Income (Loss) to Adjusted EBITDA: |
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Net income (loss) (3) |
$ | 15,127 | $ | (6,753 | ) | $ | 19,586 | $ | (276,910 | ) | ||||||
Add: |
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Interest (income) expense, net (3) |
1,186 | 815 | 10,116 | 11,953 | ||||||||||||
Depreciation, depletion and amortization |
4,518 | 5,665 | 22,139 | 85,263 | ||||||||||||
Asset impairments |
1,000 | 1,521 | 2,935 | 272,487 | ||||||||||||
Accretion expense |
227 | 205 | 907 | 822 | ||||||||||||
(Gain)/Loss on sale of assets |
(10 | ) | (5 | ) | 19 | (18 | ) | |||||||||
Exploration costs |
| 29 | 131 | 760 | ||||||||||||
Unit-based compensation programs |
317 | 444 | 1,341 | 1,849 | ||||||||||||
(Gain)/Loss from mark-to-market activities |
(8,524 | ) | 9,751 | 39,422 | (42,081 | ) | ||||||||||
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Adjusted EBITDA (1),(2) |
$ | 13,841 | $ | 11,672 | $ | 96,596 | $ | 54,125 | ||||||||
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Three Months Ended Sep. 30, | Nine Months Ended Sep. 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
($ in thousands) | ($ in thousands) | |||||||||||||||
Reconciliation of Net Income (Loss) to Adjusted EBITDA: |
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Net income (loss) (3) |
$ | 7,144 | $ | (267,123 | ) | $ | 4,459 | $ | (270,157 | ) | ||||||
Add: |
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Interest (income) expense, net (3) |
3,002 | 3,695 | 8,930 | 11,138 | ||||||||||||
Depreciation, depletion and amortization |
5,863 | 26,175 | 17,621 | 79,598 | ||||||||||||
Asset impairments |
1,935 | 270,408 | 1,935 | 270,966 | ||||||||||||
Accretion expense |
228 | 205 | 680 | 617 | ||||||||||||
(Gain)/Loss on sale of assets |
8 | | 29 | (13 | ) | |||||||||||
Exploration costs |
| 284 | 131 | 731 | ||||||||||||
Unit-based compensation programs |
310 | 375 | 1,024 | 1,405 | ||||||||||||
(Gain)/Loss from mark-to-market activities |
(5,819 | ) | (21,100 | ) | 47,946 | (51,832 | ) | |||||||||
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Adjusted EBITDA (1),(2) |
$ | 12,671 | $ | 12,919 | $ | 82,755 | $ | 42,453 | ||||||||
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Constellation Energy Partners LLC
Reconciliation of Net Income (Loss) to Adjusted EBITDA (Cont)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
($ in thousands) | ($ in thousands) | |||||||||||||||
Reconciliation of Net Income (Loss) to Adjusted EBITDA: |
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Net income (loss) (3) |
$ | 2,467 | $ | (21,092 | ) | $ | (2,685 | ) | $ | (3,034 | ) | |||||
Add: |
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Interest (income) expense, net (3) |
4,076 | 3,387 | 5,928 | 7,443 | ||||||||||||
Depreciation, depletion and amortization |
5,893 | 26,733 | 11,758 | 53,981 | ||||||||||||
Accretion expense |
226 | 205 | 452 | 412 | ||||||||||||
(Gain)/Loss on sale of assets |
14 | (5 | ) | 21 | (13 | ) | ||||||||||
Exploration costs |
| 224 | 131 | 447 | ||||||||||||
Unit-based compensation programs |
341 | 593 | 714 | 1,030 | ||||||||||||
(Gain)/Loss from mark-to-market activities |
43,656 | 4,549 | 53,765 | (30,732 | ) | |||||||||||
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Adjusted EBITDA (1),(2) |
$ | 56,673 | $ | 14,594 | $ | 70,084 | $ | 29,534 | ||||||||
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(1) | Our Adjusted EBITDA should not be considered as an alternative to net income, operating income, cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Our Adjusted EBITDA excludes some, but not all, items that affect net income and operating income and these measures may vary among other companies. Therefore, our Adjusted EBITDA may not be comparable to similarly titled measures of other companies. |
We define Adjusted EBITDA as net income (loss) plus:
interest (income) expense, net;
depreciation, depletion and amortization;
write-off of deferred financing fees;
asset impairments;
accretion expense;
(gain) loss on sale of assets;
exploration costs;
(gain) loss from equity investment;
unit-based compensation programs;
(gain) loss from mark-to-market activities; and
unrealized (gain) loss on derivatives/hedge ineffectiveness.
(2) | Results for the twelve months ended Dec. 31, 2011, nine months ended Sep. 30, 2011, and three months and six months ended June 30, 2011, include $41.3 million in hedge settlements related to the companys June 2011 hedge restructuring. |
(3) | As discussed in our 2011 Form 10-K, non-cash adjustments were made to our interest (income) expense, net during the three months ended Dec. 31, 2011 that were related to the three months ended June 30, 2011 and the three months ended Sep. 30, 2011, which also impacted our net income (loss) for those two periods. |
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Constellation Energy Partners LLC
2012 Forecast
Forecast Component |
2012 Forecast | |||
Total Capital Spending | $15.0MM - $19.0MM | |||
Total Net Production | 13.3 Bcfe - 14.1 Bcfe | |||
Production Mix: | Mid-Con Oil | 0.9 Bcfe (7% of Total) | ||
Total Natural Gas | 12.8 Bcfe (93% of Total) | |||
Mid-Con Natural Gas | 66% of Total Natural Gas | |||
Robinsons Bend Natural Gas | 34% of Total Natural Gas | |||
Market Price: | Natural Gas (Henry Hub) | $3.24 per Mcfe | ||
Oil (WTI, Cushing) | $98.50 per Bbl | |||
NYMEX/Basis Hedges | Mid-Con Natural Gas | 6.9 Bcfe at $5.22 per Mcfe | ||
NYMEX Only Hedges: | Other Natural Gas | 2.0 Bcfe at $5.75 per Mcfe | ||
Mid-Con Oil | 83 MBbl at $103.14 per Bbl | |||
Hedges as a % of Total Net Production (Midpoint) | 69% | |||
Differentials: | Mid-Con Natural Gas (Basis to NYMEX) | ($0.18) per Mcfe | ||
Mid-Con Oil (Marketing) | ($2.50) per Bbl | |||
Mid-Con Natural Gas (Gathering) | ($0.50) per Mcfe | |||
Operating Costs (Blended): | LOE (1) | $1.84 per Mcfe | ||
Production Taxes | $0.20 per Mcfe | |||
G&A - Field Level (2) | $0.35 per Mcfe | |||
G&A - Corporate (2) | $0.84 per Mcfe | |||
Total | $42.5MM - $46.0MM | |||
Margin from Third Party Sales/Services | $2.0MM - $3.0MM | |||
Adjusted EBITDA (3) | $29.5MM - $31.5MM | |||
Interest Expense (5.9% Effective Rate) | ~ $5.8MM | |||
Maintenance Capital | $15.0MM |
(1) | Excludes exploration costs and unit-based compensation program expenses, which are non-cash items. |
(2) | Excludes unit-based compensation program expenses, which is a non-cash item. |
(3) | We are unable to reconcile our forecast range of Adjusted EBITDA to GAAP net income or operating income because we do not predict the future impact of adjustments to net income (loss), such as (gains) losses from mark-to-market activities and equity investments or asset impairments due to the difficulty of doing so, and we are unable to address the probable significance of the unavailable reconciliation, in significant part due to ranges in our forecast impacted by changes in oil and natural gas prices and reserves which affect certain reconciliation items. |
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