PVR PARTNERS, L. P. - FORM 8-K - EX-99.1

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8-K - FORM 8-K - PVR PARTNERS, L. P.	d489824d8k.htm

Exhibit 99.1

News Release

Three Radnor Corporate Center, Suite 301

100 Matsonford Road

Radnor, PA 19087

FOR IMMEDIATE RELEASE

PVR PARTNERS ANNOUNCES FOURTH QUARTER

AND FULL YEAR 2012 RESULTS

RADNOR, PA – February 20, 2013 … PVR Partners, L.P. (NYSE: PVR) (“PVR”) today reported financial and operational results for the three months and the full year ended December 31, 2012.

Full Year 2012 Results

Full year 2012 highlights and results, with comparisons to full year 2011 results, included the following:

•

Adjusted EBITDA of $239.0 million as compared to $242.9 million.

•

Distributable cash flow (“DCF”) of $119.1 million as compared to $143.8 million.

•

Average daily natural gas throughput volumes of 1,018 million cubic feet per day (“MMcfd”) as compared with 535 MMcfd.

•

Coal royalty tons of 30.2 million as compared with 38.4 million.

Adjusted EBITDA and distributable cash flow are not Generally Accepted Accounting Principles (“GAAP”) measures. Definitions and reconciliations of these non-GAAP measures to GAAP reporting measures appear in the financial tables which follow.

Fourth Quarter Results

Fourth quarter 2012 highlights and results, with comparisons to fourth quarter 2011 results, included the following:

•

Adjusted EBITDA of $67.8 million as compared to $58.9 million.

•

DCF of $34.0 million as compared to $36.7 million.

•

Average daily natural gas throughput volumes of 1,388 MMcfd as compared with 683 MMcfd.

•

Coal royalty tons of 6.6 million as compared with 8.9 million.

Quarterly Distribution

As previously announced, the Board of Directors of PVR GP, LLC, the general partner of PVR, declared a quarterly distribution of $0.55 per unit payable in cash on February 14, 2013 to common unitholders of record at the close of business on February 8, 2013. This distribution equates to an annualized rate of $2.20 per unit, and represents a 1.9% increase over the prior quarter and a 7.8% increase over the distribution paid with respect to the fourth quarter of 2011.


PVR Reports Fourth Quarter and Full Year 2012 Results		Page 2

Management Comment

Our Eastern Midstream Segment continued to demonstrate solid growth during the fourth quarter,” said Bill Shea, President and CEO of PVR’s general partner. “The volume gains and operating results of our Eastern Midstream Segment benefitted from the start of service of the Wyoming County trunkline at the beginning of the quarter, and the continuing build-out of our other projects in the Marcellus.

“Our overall operating results continue to be affected by weak coal demand in our Coal and Natural Resource Management Segment, and low commodity prices in the Midcontinent Midstream Segment,” continued Mr. Shea. “We believe these factors will continue to impact our business during 2013, and have adjusted our financial guidance accordingly for the year.”

Eastern Midstream Segment

The Eastern Midstream Segment reported fourth quarter 2012 results, with comparisons to fourth quarter 2011 results, as follows:

•

Adjusted EBITDA of $33.1 million as compared to $8.9 million, primarily due to the continued development of internal growth projects and the acquisition of Chief Gathering LLC.

•

Quarterly average throughput volumes of 967 million cubic feet per day (“MMcfd”), as compared to 243 MMcfd. The volume growth reflects the expansion of business on PVR’s existing systems, as well as the acquisition and expansion of the Chief Gathering systems.

Midcontinent Midstream Segment

The Midcontinent Midstream Segment reported fourth quarter 2012 results, with comparisons to fourth quarter 2011 results, as follows:

•

Adjusted EBITDA of $14.2 million as compared to $15.3 million, primarily due to low commodity prices, the migration to lower-margin fee-based contracts, and the sale of our Crossroads system, partially offset by increased volumes. EBITDA adjustments include the netting of an $8.7 million equity investment impairment recognized in segment revenues.

•

Quarterly average throughput volumes of 421 MMcfd, as compared to 440 MMcfd. Fourth quarter 2011 volumes include approximately 47 MMcfd attributable to the Crossroads system that was sold on July 3, 2012.

Coal and Natural Resource Management Segment

The Coal and Natural Resource Management Segment reported fourth quarter 2012 results, with comparisons to fourth quarter 2011 results, as follows:

•

Adjusted EBITDA of $20.5 million as compared to $34.6 million, primarily due to decreased coal production and pricing.

•

Coal royalty tons of 6.6 million tons, as compared to 8.9 million tons.

•

Coal royalties revenue of $23.0 million, or $3.47 per ton, as compared to $38.4 million, or $4.33 per ton.


PVR Reports Fourth Quarter and Full Year 2012 Results		Page 3

Capital Investment and Resources

We invested $209.4 million on internal growth projects in our midstream businesses during the fourth quarter of 2012, of which $175.8 million was invested in the Eastern Midstream Segment. Full year 2012 internal growth project investment totaled $528.8 million, including $410.6 million in the Eastern Midstream Segment.

As of December 31, 2012, we had borrowings of $590.0 million under our $1.0 billion revolving credit facility, with remaining borrowing capacity of $402.1 million after adjusting for outstanding letters of credit.

Expansion Projects Update

The Phase III extension and the Canton Lateral on our Lycoming County, Pennsylvania gas trunkline and water line began full commercial operation at the end of the fourth quarter. These projects gather gas and deliver water for affiliates of Southwestern Energy Company and Royal Dutch Shell. We are also currently flowing volumes on the initial phase of the new gathering system in Lycoming County to service the acreage dedications of Inflection Energy. The build-out of that project continues to proceed on schedule.

Financial Guidance for 2013

Based on current expectations, management has updated its Adjusted EBITDA guidance for 2013. 2013 Adjusted EBITDA for the Eastern Midstream Segment is expected to be in the range of $190 - $230 million, the Midcontinent Midstream Segment is expected to be in the range of $70 to $80 million and the Coal and Natural Resource Management Segment is expected to be in the range of $75 to $85 million. Based on current expectations, management believes that 2013 maintenance capital expenditures will be in the range of $14 to $18 million and internal growth capital will be in the range of $350 to $400 million. Management will discontinue providing financial guidance for distributable cash flow.

PVR’s financial guidance is based on numerous assumptions about future events and conditions and, therefore, could vary materially from actual results. These estimates, including capital expenditure plans, are meant to provide guidance only and are subject to revision for acquisitions or operating environment changes. Adjusted EBITDA is a non-GAAP measure; reconciliations of non-GAAP measures to GAAP reporting measures appear in the financial tables which follow.

Fourth Quarter / Full Year 2012 Financial and Operational Results Conference Call

A conference call and webcast, during which management will discuss full year and fourth quarter 2012 financial and operational results, is scheduled for Wednesday, February 20, 2013 at 11:00 a.m. Eastern Time. Prepared remarks by members of company management will be followed by a question and answer period. Interested parties may listen via webcast at http://www.videonewswire.com/event.asp?id=92137 or by logging on using the link posted on our website, www.pvrpartners.com. Participants who would like to ask questions may join the conference via phone by dialing 800-860-2442 (international 412-858-4600) five to ten minutes before the scheduled start of the conference call (reference the PVR Partners’ call). An on-demand replay of the webcast will be available on our website shortly after the conclusion of the call. A telephonic replay of the call will be available through February 27 by dialing 877-344-7529 (international: 412-317-0088) and using conference playback number 10024845.

******


PVR Reports Fourth Quarter and Full Year 2012 Results		Page 4

PVR Partners, L.P. (NYSE: PVR) is a publicly traded limited partnership which owns and operates a network of natural gas midstream pipelines and processing plants, and owns and manages coal and natural resource properties. Our midstream assets, located principally in Texas, Oklahoma and Pennsylvania, provide gathering, transportation, compression, processing, dehydration and related services to natural gas producers. Our coal and natural resource properties, located in the Appalachian, Illinois and San Juan basins, are leased to experienced operators in exchange for royalty payments. More information about PVR is available on our website at www.pvrpartners.com.

******

This release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100.0%) of the Partnership’s distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, the Partnership’s distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.

******

This press release includes “forward-looking statements” within the meaning of federal securities laws. All statements, other than statements of historical facts, included in this release that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties, factors and risks, many of which are outside the Partnership’s ability to control or predict, which could cause results to differ materially from those expected by management. Such risks and uncertainties include, but are not limited to, regulatory, economic and market conditions, our ability realize the anticipated benefits from the acquisition of Chief Gathering LLC, the timing and success of business development efforts and other uncertainties. Additional information concerning these and other factors can be found in our press releases and public periodic filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2011 and most recently filed Quarterly Reports on Form 10-Q. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. We undertake no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.


Contact:	Stephen R. Milbourne
	Director - Investor Relations
	Phone:	610-975-8204
	E-Mail:	invest@pvrpartners.com

PVR PARTNERS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - unaudited

(in thousands, except per unit data)


	Three Months Ended December 31,						Year Ended December 31,
	2012			2011			2012			2011
Revenues
Natural gas	$	99,462		$	102,243		$	315,242		$	426,690
Natural gas liquids		108,377			126,379			424,538			500,658
Gathering fees		19,736			7,734			53,831			20,409
Trunkline fees		18,609			5,957			47,002			17,454
Coal royalties		22,983			38,369			114,133			162,915
Other (1)		411			7,092			53,008			31,849

Total revenues		269,578			287,774			1,007,754			1,159,975


Expenses
Cost of gas purchased		176,802			204,642			630,345			817,937
Operating		20,786			14,499			68,316			57,611
General and administrative		12,878			9,780			47,452			41,480
Acquisition related costs		—			—			14,049			—
Impairments		—			—			124,845			—
Depreciation, depletion and amortization		43,043			24,019			127,344			89,376

Total expenses		253,509			252,940			1,012,351			1,006,404


Operating income (loss)		16,069			34,834			(4,597	)		153,571

Other income (expense)
Interest expense		(23,157	)		(10,481	)		(68,773	)		(44,287	)
Derivatives		90			(7,153	)		2,291			(13,442	)
Interest income and other		128			117			457			501

Net income (loss)		(6,870	)		17,317			(70,622	)		96,343
Net loss (income) attributable to noncontrolling interests (pre-merger)		—			—			—			664

Net income (loss) attributable to PVR Partners’, L.P.	$	(6,870	)	$	17,317		$	(70,622	)	$	97,007


Earnings (loss) per common unit, basic and diluted	$	(0.30	)	$	0.23		$	(1.43	)	$	1.45

Weighted average number of common units outstanding, basic and diluted		93,333			76,207			86,222			66,342

Weighted average number of Class B units outstanding		22,149						13,630
Weighted average number of Special units outstanding		10,346						6,473

Other data by segment:

Eastern Midstream:
Gathered volumes (MMcfd)		562			154			389			74
Trunkline volumes (MMcfd) (2)		405			89			197			40
Midcontinent Midstream:
Daily throughput volumes (MMcfd)		421			440			432			421
Coal and Natural Resource Management:
Coal royalty tons (in thousands)		6,630			8,856			30,214			38,357

(1)	Includes a $31.3 second quarter gain on sale of plant and a $8.7 million impairment charge related to an equity investment in the fourth quarter of 2012.

(2)	Trunkline volumes include a significant portion of gathered volumes.

PVR PARTNERS, L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS - unaudited

(in thousands)


	December 31, 2012		December 31, 2011
Assets
Cash and cash equivalents	$	14,713	$	8,640
Accounts receivable		133,546		101,340
Assets held for sale		11,450		—
Other current assets		5,446		5,640

Total current assets		165,155		115,620
Property, plant and equipment, net		1,989,346		1,282,297
Other long-term assets		844,208		196,075

Total assets	$	2,998,709	$	1,593,992


Liabilities and Partners’ Capital
Accounts payable and accrued liabilities	$	197,034	$	124,082
Deferred income		3,788		3,416
Derivative liabilities		—		12,042

Total current liabilities		200,822		139,540
Other long-term liabilities		35,468		31,748
Senior notes		900,000		300,000
Revolving credit facility		590,000		541,000
Partners’ capital		1,272,419		581,704

Total liabilities and partners’ capital	$	2,998,709	$	1,593,992

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - unaudited

(in thousands)


	Three Months Ended December 31,						Year Ended December 31,
	2012			2011			2012			2011
Cash flows from operating activities
Net income (loss)	$	(6,870	)	$	17,317		$	(70,622	)	$	96,343
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Gain on sale of plant		—			—			(31,292	)		—
Depreciation, depletion and amortization		43,043			24,019			127,344			89,376
Impairments		—			—			124,845			—
Commodity derivative contracts:
Total derivative (gains) losses included in net income		(90	)		7,153			(2,291	)		13,442
Cash payments to settle derivatives for the period		(1,701	)		(6,211	)		(10,279	)		(25,688	)
Non-cash interest expense		1,607			1,044			5,824			5,779
Non-cash unit-based compensation		(215	)		1,040			4,428			3,845
Equity earnings, net of distributions received		11,166			3,825			11,308			8,460
Other		(103	)		(76	)		(1,032	)		(985	)
Changes in operating assets and liabilities		(36,368	)		(89	)		(12,972	)		(242	)

Net cash provided by operating activities		10,469			48,022			145,261			190,330


Cash flows from investing activities
Acquisitions, net of cash acquired		—			(23,868	)		(850,156	)		(146,003	)
Additions to property, plant and equipment		(163,926	)		(88,803	)		(512,375	)		(230,599	)
Joint venture capital contributions		(15,300	)		(500	)		(37,200	)		(500	)
Proceeds from sale of plant		—			—			62,271			—
Other		378			317			1,286			2,875

Net cash used in investing activities		(178,848	)		(112,854	)		(1,336,174	)		(374,227	)


Cash flows from financing activities
Net proceeds from equity offerings		165,705			189,164			743,448			189,164
Proceeds from issuance of senior notes		—			—			600,000			—
Distributions to partners		(47,740	)		(35,600	)		(176,256	)		(135,296	)
Proceeds from (repayments of) borrowings, net		55,000			(94,000	)		49,000			133,000
Cash paid for debt issuance costs		—			—			(19,206	)		(3,675	)
Cash paid for merger		—			—			—			(6,620	)

Net cash provided by financing activities		172,965			59,564			1,196,986			176,573


Net increase (decrease) in cash and cash equivalents		4,586			(5,268	)		6,073			(7,324	)
Cash and cash equivalents - beginning of period		10,127			13,908			8,640			15,964

Cash and cash equivalents - end of period	$	14,713		$	8,640		$	14,713		$	8,640

PVR PARTNERS, L.P.

CERTAIN NON-GAAP FINANCIAL MEASURES - unaudited

(in thousands)


	Three Months Ended December 31,						Year Ended December 31,						Guidance Range Full Year 2013
	2012			2011			2012			2011			Guidance Range Full Year 2013
Reconciliation of Non-GAAP “Segment Adjusted EBITDA” to GAAP “Net income (loss)”:

Segment Adjusted EBITDA (a):
Eastern Midstream	$	33,104		$	8,886		$	82,164		$	23,433		$	190,000		$	230,000
Midcontinent Midstream		14,167			15,326			52,168			66,410			70,000			80,000
Coal and Natural Resource Management		20,541			34,641			104,717			153,104			75,000			85,000

Total segment adjusted EBITDA	$	67,812		$	58,853		$	239,049		$	242,947		$	335,000		$	395,000
Adjustments to reconcile total Segment Adjusted EBITDA to Net income (loss)
Depreciation, depletion and amortization		(43,043	)		(24,019	)		(127,344	)		(89,376	)		(170,000	)		(180,000	)
Impairments on PP&E and equity investments		(8,700	)		—			(133,545	)		—			—			—
Acquisition related costs		—			—			(14,049	)		—			—			—
Gain on sale of plant		—			—			31,292			—			—			—
Interest expense		(23,157	)		(10,481	)		(68,773	)		(44,287	)		(95,000	)		(100,000	)
Derivatives		90			(7,153	)		2,291			(13,442	)		—			—
Other		128			117			457			501			—			—

Net income (loss)	$	(6,870	)	$	17,317		$	(70,622	)	$	96,343		$	70,000		$	115,000


Reconciliation of GAAP “Net income (loss)” to Non-GAAP “Distributable cash flow”:
Net income (loss)	$	(6,870	)	$	17,317		$	(70,622	)	$	96,343
Depreciation, depletion and amortization		43,043			24,019			127,344			89,376
Impairments on PP&E and equity investments		8,700			—			133,545			—
Acquisition related costs		—			—			14,049			—
Gain on sale of plant		—			—			(31,292	)		—
Derivative contracts:
Derivative losses included in net income		(90	)		7,153			(2,291	)		13,442
Cash payments to settle derivatives for the period		(1,701	)		(6,211	)		(10,279	)		(25,688	)
Equity earnings from joint ventures, net of distributions		2,466			3,825			2,608			8,460
Maintenance capital expenditures		(4,821	)		(2,679	)		(17,018	)		(11,211	)
Replacement capital expenditures		(6,725	)		(6,725	)		(26,900	)		(26,900	)


Distributable cash flow (b)	$	34,002		$	36,699		$	119,144		$	143,822


Distribution to Partners:

Total cash distribution paid during the period	$	47,740		$	35,600		$	176,256		$	135,296


Reconciliation of GAAP “Net income (loss)” to Non-GAAP “Net income as adjusted”:
Net income (loss)	$	(6,870	)	$	17,317		$	(70,622	)	$	96,343
Impairments on PP&E and equity investments		8,700			—			133,545			—
Acquisition related costs		—			—			14,049			—
Gain on sale of plant		—			—			(31,292	)		—
Adjustments for derivatives:
Derivative losses included in net income		(90	)		7,153			(2,291	)		13,442
Cash payments to settle derivatives for the period		(1,701	)		(6,211	)		(10,279	)		(25,688	)


Net income (loss), as adjusted (c)	$	39		$	18,259		$	33,110		$	84,097

(a)

Adjusted EBITDA, or earnings before interest, tax and depreciation, depletion and amortization (“DD&A”), represents operating income plus DD&A, plus impairments on both PP&E and equity investments, plus acquisition related costs, minus gains on sale of plant. We believe EBITDA or a version of Adjusted EBITDA is commonly used by investors and professional research analysts in the valuation, comparison, rating and investment recommendations of companies in the natural gas midstream and coal industries. We use this information for comparative purposes within the industry. EBITDA is not a measure of financial performance under GAAP and should not be considered as a measure of liquidity or as an alternative to net income.

(b)

Distributable cash flow represents net income plus DD&A, plus impairments on both PP&E and equity investments, plus acquisition related costs, minus gain on sale of plant, plus (minus) derivative losses (gains) included in net income, plus (minus) cash received (paid) for derivative settlements, minus equity earnings in joint ventures, plus cash distributions from joint ventures, minus maintenance capital expenditures, minus replacement capital expenditures. Distributable cash flow is also the quantitative standard used by investors and professional research analysts in the valuation, comparison, rating and investment recommendations of publicly traded partnerships. Distributable cash flow is presented because we believe it is a useful adjunct to net cash provided by operating activities under GAAP. Distributable cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities, as an indicator of cash flows, as a measure of liquidity or as an alternative to net income.

(c)

Net income, as adjusted, represents net income adjusted to exclude the effects impairments on both PP&E and equity investments, one-time charges related to acquisitions, gains on sale of plant, and non-cash changes in the fair value of derivatives. We believe this presentation is commonly used by investors and professional research analysts in the valuation, comparison, rating and investment recommendations of companies in the natural gas midstream industry. We use this information for comparative purposes within the industry. Net income, as adjusted, is not a measure of financial performance under GAAP and should not be considered as a measure of liquidity or as an alternative to net income.

PVR PARTNERS, L.P.

QUARTERLY SEGMENT INFORMATION - unaudited

(in thousands)


	Eastern Midstream
	Three Months Ended December 31,					Year Ended December 31,
	2012			2011		2012			2011
Revenues
Gathering fees	$	18,658		$	3,631	$	46,975		$	8,716
Trunkline fees		18,609			5,957		47,002			17,454
Other		2,686			—		5,373			—

Total revenues		39,953			9,588		99,350			26,170

Expenses
Operating		3,121			601		7,332			1,499
General and administrative		3,728			101		9,854			1,238
Acquisition related costs		—			—		14,049			—
Depreciation, depletion and amortization		20,391			2,092		42,713			4,243

Total expenses		27,240			2,794		73,948			6,980


Operating income	$	12,713		$	6,794	$	25,402		$	19,190


	Midcontinent Midstream
	Three Months Ended December 31,					Year Ended December 31,
	2012			2011		2012			2011
Revenues
Natural gas	$	99,462		$	102,243	$	315,242		$	426,690
Natural gas liquids		108,377			126,379		424,538			500,658
Gathering fees		1,078			4,103		6,856			11,693
Other (1)		(8,247	)		937		25,087			5,811

Total revenues		200,670			233,662		771,723			944,852

Expenses
Cost of gas purchased		176,802			204,642		630,345			817,937
Operating		12,567			8,546		44,209			38,945
General and administrative		5,834			5,148		22,409			21,560
Impairments		—			—		124,845			—
Depreciation, depletion and amortization		14,609			12,728		51,829			47,956

Total expenses		209,812			231,064		873,637			926,398


Operating income (loss)	$	(9,142	)	$	2,598	$	(101,914	)	$	18,454


	Coal and Natural Resource Management
	Three Months Ended December 31,					Year Ended December 31,
	2012			2011		2012			2011
Revenues
Coal royalties	$	22,983		$	38,369	$	114,133		$	162,915
Coal services		1,038			2,100		5,621			8,839
Timber		1,620			1,197		5,904			5,031
Oil and gas royalties		691			928		2,856			3,944
Other		2,623			1,930		8,167			8,224

Total revenues		28,955			44,524		136,681			188,953

Expenses
Operating		5,098			5,352		16,775			17,167
General and administrative		3,316			4,531		15,189			18,682
Depreciation, depletion and amortization		8,043			9,199		32,802			37,177

Total expenses		16,457			19,082		64,766			73,026


Operating income	$	12,498		$	25,442	$	71,915		$	115,927

(1)	Includes a $31.3 second quarter gain on sale of plant and a $8.7 million impairment charge related to an equity investment in the fourth quarter of 2012.

PVR PARTNERS, L. P. - FORM 8-K - EX-99.1 - February 20, 2013

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PVR PARTNERS, L. P. Reports