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8-K - 8-K - CLAYTON WILLIAMS ENERGY INC /DEcwei-033113x8k.htm


Exhibit 99.1


CLAYTON WILLIAMS ENERGY ANNOUNCES FIRST QUARTER 2013 FINANCIAL RESULTS


Midland, Texas, April 24, 2013 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NASDAQ-CWEI) today reported its financial results for the first quarter 2013.


Financial Results for the First Quarter of 2013

Net loss attributable to Company stockholders for the first quarter of 2013 (“1Q13”) was $41.2 million, or $3.39 per share, as compared to a net income of $7.8 million, or $0.64 per share, for the first quarter of 2012 (“1Q12”). Cash flow from operations for 1Q13 was $44.3 million as compared to $52.3 million for 1Q12. As discussed below, the 1Q13 results included a non-cash, pre-tax charge of $69.5 million to write down the carrying value of the Company's Andrews County Wolfberry assets to their estimated fair value. The Company's adjusted net income, excluding the non-recurring write-down, was $2.3 million.

The key factors affecting the comparability of financial results for 1Q13 versus 1Q12 were:

Oil and gas sales, excluding amortized deferred revenues, decreased $10.1 million in 1Q13 versus 1Q12. Price variances accounted for an $11.7 million decrease, and production variances accounted for a $1.6 million increase. Average realized oil prices were $91.26 per barrel in 1Q13 versus $100.76 per barrel in 1Q12, and average realized gas prices were $3.31 per Mcf in 1Q13 versus $3.86 per Mcf in 1Q12. Oil and gas sales in 1Q13 also includes $2.3 million of amortized deferred revenue versus $864,000 in 1Q12 attributable to a volumetric production payment ("VPP"). Reported production and related average realized sales prices exclude volumes associated with the VPP.

Oil and gas production per barrel of oil equivalent ("BOE") for 1Q13 was relatively flat on a BOE basis compared to 1Q12. Oil and natural gas liquids ("NGL") production accounted for 80% of the Company's total BOE production in 1Q13 versus 75% in 1Q12. See accompanying tables for additional information about the Company's oil and gas production.


Production costs increased 8% to $31.5 million in 1Q13 from $29.1 million in 1Q12 due primarily to a combination of an increase in the number of producing wells and higher field costs, including increased workover and maintenance activities.

An impairment of proved properties of $69.5 million was recorded in 1Q13 to write down the carrying value of the Company's Andrews County Wolfberry assets to their estimated fair value. Impairment of a proved property group is recognized when the estimated undiscounted future net cash flows of the property group are less than its carrying value. The assessment of this non-cash charge was triggered by the Company's commitment in April 2013 to sell the properties in a monetization transaction discussed below.

Loss on derivatives for 1Q13 was $6.5 million ($6.1 million non-cash mark-to-market loss and $445,000 realized loss on settled contracts) versus a loss in 1Q12 of $6.9 million ($2.5




million non-cash mark-to-market loss and $4.4 million realized loss on settled contracts). See accompanying tables for additional information about the Company's accounting for derivatives.

Depreciation, depletion and amortization expense increased 25% to $39.1 million in 1Q13 versus $31.2 million in 1Q12 due primarily to a 20% increase in the average depletion rate per BOE of production. Most of the increase in depletion rate related to the Company's Andrews County Wolfberry assets.

G&A expenses were $7.6 million in 1Q13 versus $15 million in 1Q12. Non-cash employee compensation expense from incentive compensation plans accounted for $1.5 million expense in 1Q13 versus $6.3 million expense in 1Q12. Excluding non-cash employee compensation expense, G&A expenses decreased to $6.1 million in 1Q13 from $8.8 million in 1Q12. The 2012 period included $1.2 million related to the SWR mergers and charitable contributions of $1 million.

Interest expense increased to $10.6 million in 1Q13 from $8.8 million in 1Q12 due primarily to the increase in the total aggregate principal amount of the revolving credit facility which increased from an average daily principal balance of $234.8 million in 1Q12 to $487 million in 1Q13.

Asset Sales

As previously announced, in April 2013 the Company entered into an agreement to monetize a substantial portion of its Andrews County Wolfberry oil and gas reserves, leasehold interests and facilities (the “Assets”). Under the agreement, the Company will sell 95% of the Assets to a financial investor for $214 million, subject to customary closing adjustments. The Company will use the proceeds from the transaction to reduce the amount outstanding on its revolving bank credit facility. At closing of the transaction, the borrowing base under the facility will be reduced from $585 million to $470 million to account for the release of collateral, providing the Company with approximately $99 million of additional availability under the facility. The transaction is scheduled to close on April 24, 2013.





The following table summarizes the proved reserves attributable to the Assets as of December 31, 2012 and average net daily production from the Assets for 1Q13, together with the related percentage of the Company's consolidated reserves and production.

 
 
 
 
 
 
 
Assets
 
% of Total
 
 
 
 
 
Proved reserves as of December 31, 2012:
 
 
 
 
Oil (MMBbls)
9.8

 
20
%
 
Gas (Bcf)
14.3

 
14
%
 
NGL (MMBbls)
3.6

 
40
%
 
Oil equivalents (MMBOE)
15.8

 
21
%
 
PV-10 ($ millions)
$
174.4

 
13
%
 
 
 
 
 
Net daily production for 1Q13:
 
 
 
 
Oil (Bbls)
1,723

 
17
%
 
Gas (Mcf)
1,909

 
11
%
 
NGL (Bbls)
378

 
23
%
 
Oil equivalents (BOE)
2,419

 
16
%
 
 
 
 
 

Based on a gross valuation of $225 million, the transaction equates to $14.19 per BOE of proved reserves, $93,000 per BOE of average 1Q13 daily production, and 6.0 times annualized 1Q13 EBITDAX.

In connection with the transaction, the Company will contribute 5% of the Assets to a newly formed limited partnership in exchange for a 5% general partner interest, and the partnership will purchase the remaining 95% of the Assets from the Company with cash contributed by the investor as a limited partner. Upon the attainment by the limited partner of predetermined rates of return, the Company's general partner interest in the partnership may increase.

Also in April 2013, the Company sold a 75% interest in its rights to the base of the Delaware formation in approximately 12,000 net undeveloped acres in Loving County, Texas to a third party for $6.8 million. Under the terms of the agreement, the third party is required to carry the Company for all drilling and completion costs on six wells attributable to the Company's retained 25% working interest. The Company retained all rights to intervals below the Delaware formation, including the Bone Springs and Wolfcamp formations.

Scheduled Conference Call

The Company will host a conference call to discuss these results and other forward-looking items today, April 24th at 10:00 a.m. CT (11:00 a.m. ET).  The dial-in conference number is: 877-868-1835, passcode 37045319.  The replay will be available for one week at 855-859-2056, passcode 37045319. 

To access the conference call via Internet webcast, please go to the Investor Relations section of the Company's website at www.claytonwilliams.com and click on “Live Webcast.” Following the live webcast, the call will be archived for a period of 90 days on the Company's website.







Clayton Williams Energy, Inc. is an independent energy company located in Midland, Texas.


This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  All statements, other than statements of historical or current facts, that address activities, events, outcomes and other matters that we plan, expect, intend, assume, believe, budget, predict, forecast, project, estimate or anticipate (and other similar expressions) will, should or may occur in the future are forward-looking statements.  These forward-looking statements are based on management's current belief, based on currently available information, as to the outcome and timing of future events.  The Company cautions that its future natural gas and liquids production, revenues, cash flows, liquidity, plans for future operations, expenses, outlook for oil and natural gas prices, timing of capital expenditures and other forward-looking statements are subject to all of the risks and uncertainties, many of which are beyond our control, incident to the exploration for and development, production and marketing of oil and gas.

These risks include, but are not limited to, the possibility of unsuccessful exploration and development drilling activities, our ability to replace and sustain production, commodity price volatility, domestic and worldwide economic conditions, the availability of capital on economic terms to fund our capital expenditures and acquisitions, our level of indebtedness, the impact of the current economic recession on our business operations, financial condition and ability to raise capital, declines in the value of our oil and gas properties resulting in a decrease in our borrowing base under our credit facility and impairments, the ability of financial counterparties to perform or fulfill their obligations under existing agreements, the uncertainty inherent in estimating proved oil and gas reserves and in projecting future rates of production and timing of development expenditures, drilling and other operating risks, lack of availability of goods and services, regulatory and environmental risks associated with drilling and production activities, the adverse effects of changes in applicable tax, environmental and other regulatory legislation, and other risks and uncertainties are described in the Company's filings with the Securities and Exchange Commission.  The Company undertakes no obligation to publicly update or revise any forward-looking statements.


Contact:

Patti Hollums                    Michael L. Pollard
Director of Investor Relations            Chief Financial Officer
(432) 688-3419                    (432) 688-3029
e-mail: cwei@claytonwilliams.com
website: www.claytonwilliams.com


TABLES AND SUPPLEMENTAL INFORMATION FOLLOW . . .






CLAYTON WILLIAMS ENERGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share)
 
 
 
 
 
 
Three Months Ended March 31,
 
 
2013
 
2012
 
REVENUES
 
 
 
 
    Oil and gas sales
$
98,364

 
$
107,030

 
    Midstream services
896

 
350

 
    Drilling rig services
5,317

 
1,552

 
    Other operating revenues
2,290

 
137

 
        Total revenues
106,867

 
109,069

 
 
 
 
 
 
COSTS AND EXPENSES
 

 
 
 
    Production
31,489

 
29,055

 
    Exploration:
 

 
 

 
      Abandonments and impairments
810

 
1,340

 
      Seismic and other
2,587

 
2,012

 
    Midstream services
407

 
258

 
    Drilling rig services
5,068

 
2,430

 
    Depreciation, depletion and amortization
39,063

 
31,232

 
    Impairment of property and equipment
69,537

 

 
    Accretion of asset retirement obligations
1,068

 
699

 
    General and administrative
7,588

 
15,015

 
    Other operating expenses
133

 
233

 
        Total costs and expenses
157,750

 
82,274

 
        Operating income (loss)
(50,883
)
 
26,795

 
 
 
 
 
 
OTHER INCOME (EXPENSE)
 

 
 

 
  Interest expense
(10,571
)
 
(8,763
)
 
  Loss on derivatives
(6,535
)
 
(6,909
)
 
  Other
1,949

 
900

 
       Total other income (expense)
(15,157
)
 
(14,772
)
 
Income (loss) before income taxes
(66,040
)
 
12,023

 
Income tax (expense) benefit
24,831

 
(4,244
)
 
NET INCOME (LOSS)
$
(41,209
)
 
$
7,779

 
 
 
 
 
 
Net income (loss) per common share:
 

 
 

 
  Basic
$
(3.39
)
 
$
0.64

 
  Diluted
$
(3.39
)
 
$
0.64

 
Weighted average common shares outstanding:
 

 
 

 
  Basic
12,165

 
12,164

 
  Diluted
12,165

 
12,164

 






CLAYTON WILLIAMS ENERGY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
 
ASSETS
 
March 31,
 
December 31,
 
2013
 
2012
CURRENT ASSETS
(Unaudited)
 
 
 
 

 
 

Cash and cash equivalents
$
18,578

 
$
10,726

Accounts receivable:
 

 
 

Oil and gas sales
36,901

 
32,371

Joint interest and other, net
10,128

 
16,767

Affiliates
1,360

 
353

Inventory
39,108

 
41,703

Deferred income taxes
8,045

 
8,560

Fair value of derivatives
2,496

 
7,495

Prepaids and other
6,897

 
6,495

 
123,513

 
124,470

PROPERTY AND EQUIPMENT
 

 
 

Oil and gas properties, successful efforts method
2,633,160

 
2,570,803

Pipelines and other midstream facilities
51,075

 
49,839

Contract drilling equipment
91,423

 
91,163

Other
20,239

 
20,245

 
2,795,897

 
2,732,050

Less accumulated depreciation, depletion and amortization
(1,416,492
)
 
(1,311,692
)
Property and equipment, net
1,379,405

 
1,420,358

 
 
 
 
OTHER ASSETS
 

 
 

Debt issue costs, net
9,720

 
10,259

Fair value of derivatives
3,146

 
4,236

Investments and other
17,081

 
15,261

 
29,947

 
29,756

 
$
1,532,865

 
$
1,574,584

 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 

 
 

Accounts payable:
 

 
 

Trade
$
57,686

 
$
73,026

Oil and gas sales
32,351

 
32,146

Affiliates
349

 
164

Accrued liabilities and other
21,082

 
15,578

 
111,468

 
120,914

NON-CURRENT LIABILITIES
 

 
 

Long-term debt
844,598

 
809,585

Deferred income taxes
130,486

 
155,830

Asset retirement obligations
51,468

 
51,477

Deferred revenue from volumetric production payment
35,350

 
37,184

Accrued compensation under non-equity award plans
21,179

 
20,058

Other
909

 
920

 
1,083,990

 
1,075,054

 
 
 
 
STOCKHOLDERS’ EQUITY
 

 
 

Preferred stock, par value $.10 per share

 

Common stock, par value $.10 per share
1,216

 
1,216

Additional paid-in capital
152,527

 
152,527

Retained earnings
183,664

 
224,873

Total stockholders' equity
337,407

 
378,616

 
$
1,532,865

 
$
1,574,584






CLAYTON WILLIAMS ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 
Three Months Ended March 31,
 
 
2013
 
2012
 
CASH FLOWS FROM OPERATING ACTIVITIES
 

 
 

 
Net income (loss)
$
(41,209
)
 
$
7,779

 
Adjustments to reconcile net income (loss) to cash provided by operating activities:
 
 
 

 
Depreciation, depletion and amortization
39,063

 
31,232

 
Impairment of property and equipment
69,537

 

 
Exploration costs
810

 
1,340

 
(Gain) loss on sales of assets and impairment of inventory, net
(362
)
 
96

 
Deferred income tax expense (benefit)
(24,831
)
 
4,244

 
Non-cash employee compensation
1,471

 
6,257

 
Unrealized loss on derivatives
6,090

 
2,493

 
Accretion of asset retirement obligations
1,068

 
699

 
Amortization of debt issue costs and original issue discount
570

 
508

 
Amortization of deferred revenue from volumetric production payment
(2,274
)
 
(864
)
 
Changes in operating working capital:
 
 
 

 
Accounts receivable
1,102

 
(2,762
)
 
Accounts payable
(12,386
)
 
(6,772
)
 
Other
5,646

 
8,083

 
Net cash provided by operating activities
44,295

 
52,333

 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 

 
Additions to property and equipment
(74,461
)
 
(164,845
)
 
Proceeds from volumetric production payment
439

 
44,423

 
Proceeds from sales of assets
481

 
1

 
(Increase) decrease in equipment inventory
3,890

 
(12,326
)
 
Other
(1,792
)
 
(68
)
 
Net cash used in investing activities
(71,443
)
 
(132,815
)
 
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 

 
Proceeds from long-term debt
35,000

 
95,000

 
Net cash provided by financing activities
35,000

 
95,000

 
NET INCREASE IN CASH AND CASH EQUIVALENTS
7,852

 
14,518

 
CASH AND CASH EQUIVALENTS
 
 
 

 
Beginning of period
10,726

 
17,525

 
End of period
$
18,578

 
$
32,043

 







CLAYTON WILLIAMS ENERGY, INC.
COMPUTATION OF EBITDAX
(Unaudited)
(In thousands)
EBITDAX is presented as a supplemental non-GAAP financial measure because of its wide acceptance by financial analysts, investors, debt holders, banks, rating agencies and other financial statement users as an indication of an entity's ability to meet its debt service obligations and to internally fund its exploration and development activities.
 
 
 
 
 
The Company defines EBITDAX as net income (loss) before interest expense, income taxes, exploration costs, net (gain) loss on sales of assets and impairment of inventory, and all non-cash items in the Company's statements of operations, including depreciation, depletion and amortization, impairment of property and equipment, accretion of asset retirement obligations, amortization of deferred revenue from volumetric production payment, certain employee compensation and changes in fair value of derivatives. EBITDAX is not an alternative to net income (loss) or cash flow from operating activities, or any other measure of financial performance presented in conformity with GAAP.
 
 
 
 
 
The following table reconciles net income (loss) to EBITDAX:
 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
2013
 
2012
 
 
 
 
 
 
Net income (loss)
$
(41,209
)
 
$
7,779

 
Interest expense
10,571

 
8,763

 
Income tax expense (benefit)
(24,831
)
 
4,244

 
Exploration:
 
 
 
 
Abandonments and impairments
810

 
1,340

 
Seismic and other
2,587

 
2,012

 
Net (gain) loss on sales of assets and impairment of inventory
(362
)
 
96

 
Depreciation, depletion and amortization
39,063

 
31,232

 
Impairment of property and equipment
69,537

 

 
Accretion of asset retirement obligations
1,068

 
699

 
Amortization of deferred revenue from volumetric production payment
(2,274
)
 
(864
)
 
Non-cash employee compensation
1,471

 
6,257

 
Unrealized loss on derivatives
6,090

 
2,493

 
 
$
62,521

 
$
64,051

 








CLAYTON WILLIAMS ENERGY, INC.
SUMMARY PRODUCTION AND PRICE DATA
(Unaudited)
 
Three Months Ended March 31,
 
 
2013
 
2012
 
Oil and Gas Production Data:
 

 
 

 
Oil (MBbls)
938

 
929

 
Gas (MMcf)
1,626

 
2,013

 
Natural gas liquids (MBbls)
145

 
100

 
Total (MBOE)
1,354

 
1,365

 
 
 
 
 
 
Average Realized Prices (a) (b):
 

 
 

 
Oil ($/Bbl)
$
91.26

 
$
100.76

 
Gas ($/Mcf)
$
3.31

 
$
3.86

 
Natural gas liquids ($/Bbl)
$
32.77

 
$
45.87

 
 
 
 
 
 
Loss on Settled Derivative Contracts (b):
 

 
 

 
($ in thousands, except per unit)
 

 
 

 
Oil:
 
 
 
 
     Net realized loss
$
(445
)
 
$
(4,416
)
 
Per unit produced ($/Bbl)
$
(0.47
)
 
$
(4.75
)
 
 
 
 
 
 
Average Daily Production:
 

 
 

 
Oil (Bbls):
 

 
 

 
Permian Basin Area:
 

 
 

 
Delaware Basin
1,734

 
1,102

 
Other
5,084

 
5,699

 
Austin Chalk/Eagle Ford Shale
3,364

 
2,995

 
Other
240

 
413

 
Total
10,422

 
10,209

 
 
 
 
 
 
Natural Gas (Mcf):
 

 
 

 
Permian Basin Area:
 

 
 

 
Delaware Basin
1,124

 
649

 
Other (c)
9,668

 
12,234

 
Austin Chalk/Eagle Ford Shale
2,098

 
2,147

 
Other
5,177

 
7,091

 
Total
18,067

 
22,121

 
 
 
 
 
 
Natural Gas Liquids (Bbls):
 

 
 

 
Permian Basin Area:
 

 
 

 
Delaware Basin
265

 

 
Other (c)
1,121

 
746

 
Austin Chalk/Eagle Ford Shale
218

 
267

 
Other
7

 
86

 
Total
1,611

 
1,099

 
 
 
 
 
 
(Continued)





CLAYTON WILLIAMS ENERGY, INC.
SUMMARY PRODUCTION AND PRICE DATA
(Unaudited)
 
Three Months Ended March 31,
 
 
2013
 
2012
 
Oil and Gas Costs ($/BOE Produced):
 

 
 

 
Production costs
$
23.26

 
$
21.29

 
Production costs (excluding production taxes)
$
19.68

 
$
17.29

 
Oil and gas depletion
$
26.17

 
$
21.77

 
 
 
 
 
 
General and Administrative Expenses (in thousands):
 

 
 

 
Excluding non-cash employee compensation
$
6,117

 
$
8,758

 
Non-cash employee compensation (d)
1,471

 
6,257

 
Total
$
7,588

 
$
15,015

 
______
 
 
 
 

(a)
Oil and gas sales for 2013 includes $2.3 million for the three months ended March 31, 2013 and $864,000 for the three months ended March 31, 2012 of amortized deferred revenue attributable to the volumetric production payment (“VPP”) effective March 1, 2012. The calculation of average realized sales prices for 2013 excludes production of 30,488 barrels of oil and 7,533 Mcf of gas for the three months ended March 31, 2013 and 11,377 barrels of oil and 4,699 Mcf of gas for the three months ended March 31, 2012 associated with the VPP.

(b)
Hedging gains/losses are only included in the determination of the Company's average realized prices if the underlying derivative contracts are designated as cash flow hedges under applicable accounting standards. The Company did not designate any of its 2013 or 2012 derivative contracts as cash flow hedges. This means that the Company's derivatives for 2013 and 2012 have been marked-to-market through its statement of operations as other income/expense instead of through accumulated other comprehensive income on the Company's balance sheet. This also means that all realized gains/losses on these derivatives are reported in other income/expense instead of as a component of oil and gas sales.

(c)
Prior to 2013, certain purchasers of the Company's casinghead gas accounted for the value of extracted NGL in the price paid for gas production at the wellhead. During the quarter ended March 31, 2013, the Company began separating these products, when possible, resulting in a reduction in natural gas volumes of approximately 1,900 Mcf per day related to plant shrinkage and an increase in extracted NGL volumes of approximately 500 BOE per day. Periods for 2012 have not been adjusted to conform to the 2013 presentation.

(d)
Non-cash employee compensation relates to the Company’s non-equity award plans.






CLAYTON WILLIAMS ENERGY, INC.
SUMMARY OF OPEN COMMODITY DERIVATIVES
(Unaudited)
The following summarizes information concerning the Company’s net positions in open commodity derivatives applicable to periods subsequent to March 31, 2013.
 
 
 
 
 
 
 
 
 
Oil
 
Gas
Swaps:
Bbls
 
Price
 
MMBtu (a)
 
Price
Production Period:
 

 
 

 
 

 
 

2nd Quarter 2013
648,000

 
$
93.94

 
390,000

 
$
3.34

3rd Quarter 2013
300,000

 
$
104.60

 
360,000

 
$
3.34

4th Quarter 2013
300,000

 
$
104.60

 
330,000

 
$
3.34

2014
600,000

 
$
99.30

 

 
$

 
1,848,000

 
 

 
1,080,000

 
 

_____
 
 
 
 
 
 
 
(a)
One MMBtu equals one Mcf at a Btu factor of 1,000.