Attached files

file filename
8-K - 8-K - EAGLE ROCK ENERGY PARTNERS L Pform8-kq42013earningsrelea.htm
EX-10.1 - EXHIBIT 10.1 - EAGLE ROCK ENERGY PARTNERS L Pexhibit101thirdamendmentq4.htm


Exhibit 99.1

 February 26, 2014
 
 Eagle Rock Reports Fourth Quarter and Year End 2013 Financial Results

HOUSTON - Eagle Rock Energy Partners, L.P. (“Eagle Rock” or the “Partnership”) (NASDAQ: EROC) today announced its unaudited financial results for the full year 2013 and three months ended December 31, 2013. Financial results with respect to fourth quarter 2013 included the following:
Reported Adjusted EBITDA of $57.4 million, a decrease of approximately 10% as compared to the $63.5 million reported for the third quarter of 2013, driven by the impact of severe winter weather in both its Midstream and Upstream Businesses (approximately $4.6 million) and lower crude oil and condensate prices as compared to Q3 2013.
Reported Distributable Cash Flow of $18.5 million as compared to the $25.6 million reported for the third quarter of 2013, with the decrease primarily driven by the same factors impacting Adjusted EBITDA and slightly higher maintenance capital expenditures.
Reported a Net Loss of $168.9 million, which in addition to the factors mentioned above was driven by impairment charges in its Upstream Business, primarily related to the Partnership’s positions in the Cana Shale.
Adjusted EBITDA and Distributable Cash Flow exclude the impact of general and administrative expenses incurred in connection with the Partnership’s strategic review and Midstream Business Contribution (as defined below), which is consistent with the calculation of Consolidated EBITDA under its senior secured credit facility.
Other notable financial and operational activities of the Partnership for the fourth quarter of 2013 included the following:
Announced the execution of a definitive agreement on December 23, 2013, to contribute its Midstream Business to Regency Energy Partners, L.P. (“Regency”) for total consideration of up to $1.325 billion.
Announced a quarterly distribution with respect to the fourth quarter of 2013 of $0.15 per common unit, equal to the third quarter 2013 distribution.
Amended its senior secured credit facility to provide covenant relief and additional liquidity through the closing of the transaction with Regency.
For the full year 2013, Eagle Rock generated $230.3 million of Adjusted EBITDA, a decrease of 6% from the $245.8 million reported for the full year 2012. The decrease in 2013 was primarily due to lower realized NGL and sulfur prices, lower Upstream natural gas production, and higher general and administrative and operating expenses.
Update Regarding Contribution of Midstream Business
The consummation of the Partnership’s contribution of its Midstream Business to Regency (the “Midstream Business Contribution”) is expected to close in the second quarter of 2014, subject to regulatory and unitholder approvals, as well as other customary conditions. The Partnership filed a preliminary Proxy Statement with the Securities and Exchange Commission (SEC) on January 31, 2014. 





The Partnership intends to use the cash proceeds from the Midstream Business Contribution to pay down borrowings under its revolving credit facility. In advance of closing, Regency will conduct an exchange offer for the full $550 million face amount of the Partnership’s senior unsecured notes. Assuming all of the senior unsecured notes are exchanged, Eagle Rock expects to reduce its total debt by over $1 billion as a result of the Midstream Business Contribution. Following the consummation of the transaction, Eagle Rock will be a pure-play upstream MLP with a strong balance sheet, improved credit metrics and greater liquidity for future growth.
Year-End Upstream Proved Reserves
Eagle Rock estimates its proved reserves at year-end 2013 totaled 57.7 MMBoe, essentially unchanged from year-end 2012. Total production for 2013 was 4.51 MMBoe, or 12.4 Mboe/d, a decrease of 11% from total production in 2012. This decrease was due in part to the Partnership’s drilling focus on crude oil and NGLs during 2013 as compared to drilling for natural gas targets in 2012 and the Partnership’s sale of its Barnett Shale assets in the fourth quarter 2012. While natural gas production volumes declined from 2012 levels, both crude oil and NGL production increased by more than 3% year over year. The Partnership’s extensions and discoveries in 2013 were 10.7 MMBoe, which represents a production replacement rate of 238%.  Total year-end reserves were flat to 2012 due primarily to moving certain undeveloped natural gas focused well locations from proved to probable reserves as current expectations for future natural gas prices do not support their development in the next five years.  In 2013, the Partnership developed 5.5 MMBoe of reserves at a unit development cost of $20.34/Boe. As of December 31, 2013, approximately 74% of the Partnership’s total proved reserves were classified as proved developed.
Update on Upstream Drilling Activity
During 2013, the Partnership participated in the drilling and completion of 45 total wells, of which 14 were operated by the Partnership. Drilling activity was concentrated in the Mid-Continent region, primarily in the Golden Trend field and Cana Southeast Shale plays (also known as the SCOOP play) of western Oklahoma. In addition, during 2013, the Partnership participated in recompletion and workover projects on 42 wells, of which 38 were operated by the Partnership. 
Fourth Quarter 2013 Financial and Operating Results
The Partnership’s financial results are reported in the following segments: (a) the Midstream Business -- Texas Panhandle; (b) the Midstream Business -- East Texas and Other Midstream; (c) the Midstream Business -- Marketing and Trading; (d) the Upstream Business; and (e) the Corporate Segment.
The following discussion of the Partnership's operating income by business segment compares the Partnership's financial results in the fourth quarter of 2013 to those of the third quarter of 2013. Please refer to the financial tables at the end of this release for further detailed information.
Midstream Business - Operating income for the Midstream Business in the fourth quarter of 2013 decreased by approximately $0.9 million, or 7%, compared to the third quarter of 2013. This decrease was primarily attributable to lower equity NGL volumes and lower realized condensate prices, and was partially offset by slightly higher natural gas and NGL prices.
In the Texas Panhandle, gathered volumes and combined equity NGL and condensate volumes were in line with third quarter volumes despite the impact of the severe winter weather experienced





in November and December. The severe weather caused shut-ins and prolonged reduced flow from many of the producing wells in the Partnership’s Texas Panhandle segment as well as delays by producers in hooking up new wells to the Partnership’s gathering systems and also caused reduced recovery efficiencies at the Partnership’s processing facilities. The Partnership estimates the severe weather negatively impacted operating income from the Texas Panhandle in excess of $3.0 million in the fourth quarter of 2013.
In the Partnership’s East Texas and Other Midstream segment, gathered volumes were up 3%, with combined equity NGL and condensate volumes down compared to the third quarter of 2013, on a reported basis. The increase in gathered volumes was due to increased dedicated production around the Partnership’s systems servicing the liquids-rich Woodbine formation in East Texas. Excluding fourth quarter adjustments made to true-up third quarter actual NGL settlements, combined equity NGL and condensate volumes for the fourth quarter of 2013 were down 82%, as compared to the third quarter of 2013, primarily due to the Partnership’s decision to reject ethane at its Brookeland Plant for the entire fourth quarter versus its decision to reject ethane for only a portion of the third quarter. Under certain fixed recovery contracts at the Brookeland and Tyler County plants in East Texas, the Partnership pays the underlying producers a specified percent of the ethane in the well stream even if the ethane is not recovered. This can result in Eagle Rock having a short position in ethane. Eagle Rock’s decision to reject ethane is an economic decision based on the Partnership’s contract portfolio and the price spread between ethane and natural gas.
The Marketing and Trading segment includes the financial results of the Partnership’s crude oil and condensate marketing, and natural gas marketing and trading operations.  Operating income for the Marketing and Trading segment in the fourth quarter of 2013, including intercompany sales and intersegment cost of sales, increased by approximately $1.7 million compared to the third quarter of 2013. 
Upstream Business - Operating income for Eagle Rock's Upstream Business in the fourth quarter of 2013, excluding the impact of impairments, decreased by approximately $5.1 million, or 27%, compared to the third quarter of 2013.  The decrease was primarily due to lower realized crude oil and sulfur prices, and increased operating costs.  Production volumes in the Upstream Business averaged 75.5 MMcfe/d during the quarter, in line with third quarter 2013 production volumes, despite the negative impact of the severe winter weather. The severe weather caused power outages, facility freeze-ups, completion delays, along with pipeline and trucking curtailments at certain producing wells in the Partnership’s Texas, Oklahoma and Alabama properties during the quarter. The Partnership estimates the financial impact of the winter weather in the fourth quarter at approximately $1.6 million. Eagle Rock recorded an impairment of $151.1 million in the fourth quarter of 2013 related to its Upstream Business resulting from lower reserve forecasts for certain proved properties and from moving certain undeveloped well locations from proved to probable reserves primarily due to the uncertainty of their development over the next five years, primarily in the Cana Shale in the Mid-Continent.
Corporate Segment - Operating loss for the Corporate segment, excluding the impact of unrealized derivative gains and losses, was $19.2 million for the fourth quarter of 2013 as compared to a $17.6 million loss for the third quarter of 2013. The increased loss was primarily attributable to a $1.9 million increase in General and Administrative expenses and a decrease in net intercompany eliminations, partially offset by a $1.7 million increase in realized commodity derivative gains. The increase in General and Administrative expenses was due to approximately $4.0 million in costs incurred in connection with the Partnership’s strategic review and Midstream Business Contribution.





These costs are considered non-recurring and have been excluded from the calculation of Adjusted EBITDA and Distributable Cash Flow.
Total revenue for the fourth quarter of 2013, including the impact of Eagle Rock's realized and unrealized commodity derivative gains and losses, was $316.2 million, up 5% compared with the $301.2 million reported for the third quarter of 2013. The increase in revenue was primarily due to lower unrealized losses on commodity derivatives compared to the third quarter of 2013. Eagle Rock recorded an unrealized loss on commodity derivatives of $8.7 million in the fourth quarter 2013, as compared to an unrealized loss on commodity derivatives of $29.6 million in the third quarter 2013. Unrealized gain (loss) on commodity derivatives is a non-cash, mark-to-market amount.
Revenues associated with the sale of crude oil, natural gas, NGLs, condensate, sulfur and helium were down 2.6% in the fourth quarter of 2013 relative to the third quarter of 2013, driven primarily by lower average received condensate and sulfur prices. Adjusted EBITDA was $57.4 million, down 10% from the third quarter of 2013, and Distributable Cash Flow was $18.5 million for the fourth quarter of 2013, down 28% as compared to the third quarter of 2013. The decrease in Distributable Cash Flow was primarily attributable to lower Adjusted EBITDA and slightly higher maintenance capital expenditures in the fourth quarter. The Partnership recorded $19.5 million of maintenance capital in the fourth quarter of 2013, an increase of $0.7 million as compared to the third quarter of 2013.
The Partnership recorded a net loss of approximately $168.9 million for the fourth quarter of 2013, which was primarily driven by the impairment charge in its Upstream Business and unrealized commodity derivative losses.
Fourth Quarter Distribution
On January 27, 2014, the Partnership declared a cash distribution on common units (including eligible restricted common units) of $0.15 per unit for the quarter ended December 31, 2013, equivalent to $0.60 per unit on an annualized basis. This distribution is equal to the distribution paid for the third quarter 2013. As declared, the distribution was paid on Friday, February 14, 2014, on common and eligible restricted units and to unitholders of record as of the close of business on Friday, February 7, 2014.
Full Year 2013 Financial and Operating Results
Total revenue for 2013, including the impact of Eagle Rock's realized and unrealized derivative gains and losses, was $1.2 billion, up 21.5% compared with $984.0 million reported for 2012. The largest contributor to the increase in total revenue was the revenues associated with the sale of natural gas, NGLs, oil, condensate, sulfur and helium, which were up 31% relative to those in 2012. In addition, fee revenues associated with gathering, compression, processing and treating were up approximately 47% relative to those of 2012. Total revenue in 2013 included a realized gain on commodity derivatives of $25.4 million, as compared to a realized gain of $51.3 million in 2012. The Partnership recorded an unrealized loss on commodity derivatives of $43.9 million in 2013, as compared to an unrealized gain on commodity derivatives of $6.6 million in 2012.
Adjusted EBITDA was $230.3 million and Distributable Cash Flow was $89.1 million in 2013 as compared to $245.8 million and $129.0 million, respectively, in 2012. The Partnership recorded a net loss of approximately $278.0 million for the full year of 2013, versus net loss of $150.6 million





for the full year of 2012. Net loss for the year excluding the impact of impairments and unrealized gains or losses was approximately $19.8 million.
With regard to the Partnership's Midstream Business operations, gas gathering volumes in 2013 were up 20.8% as compared to 2012, primarily due to the BP Acquisition which closed on October 1, 2012. Combined NGL and condensate volumes were down 12.1%, as compared to 2012, primarily due to increased ethane rejection in 2013 and the change in the Partnership’s contract portfolio resulting from the fixed recovery contracts that were acquired in the BP Acquisition. With regard to prices, the Midstream Business realized higher condensate and natural gas prices in 2013 relative to 2012 and realized lower NGL prices relative to 2012.
With regard to the Partnership's Upstream Business operations, total production was down 10.6% as compared to production in 2012. In 2013 natural gas production was lower by 10 MMcfd (22%) primarily due to the sale of the Partnership’s Barnett assets, decline in the Cana Shale play, and increased fuel use associated with the Partnership’s Alabama sulfur treating process. Both condensate and NGL production were higher, boosted by the Partnership’s drilling activity in the liquids-rich Golden Trend and SCOOP plays. With regard to prices, the Upstream Business realized higher crude oil and condensate and natural gas prices in 2013 relative to 2012 and realized lower NGL and sulfur prices relative to 2012.
Capitalization and Liquidity Update
Total debt outstanding as of December 31, 2013 was $1.25 billion, consisting of $545.3 million of senior unsecured notes (net of an unamortized debt discount of $4.7 million) and borrowings of $706.8 million under the Partnership's senior secured credit facility. Total debt increased during the fourth quarter of 2013 primarily due to borrowings to fund growth capital expenditures associated with Midstream well connects and the Partnership’s Upstream drilling program.
The Partnership is in compliance with its financial covenants and has no maturities under its senior secured credit facility until June 2016. Availability under the Partnership’s senior secured credit facility is subject to a borrowing base comprised of two components: the upstream component and the midstream component.
The Partnership entered into an amended credit agreement with its lender group which goes effective today and allows for greater liquidity under the senior secured credit facility and for greater covenant flexibility for the first quarter of 2014. Specifically, the amendment provides for:
An increase in the Total Leverage Ratio and Senior Secured Leverage Ratio (as defined in the Credit Agreement) to 5.85x and 3.40x, respectively, for the quarter ended March 31, 2014;
The exclusion of fees and expenses associated with the strategic review and disposition of the Partnership’s Midstream Business from the calculation of Consolidated EBITDA (as defined in the Credit Agreement);
Deferring the redetermination of the Upstream Borrowing Base until June 1, 2014; and
The option for the Partnership, at its election, to expand the multiplier for the Midstream Borrowing Base from 3.75x to 4.00x for the four-quarter periods ended December 31, 2013 and March 31, 2014.
The Partnership paid a nominal upfront fee to its lenders in connection with the amendment, and has agreed to increase its borrowing rate from the current level of LIBOR+275 basis points to LIBOR+300 basis points upon the earlier to occur of (i) the Partnership’s election to expand its





Midstream Borrowing Base multiplier and (ii) April 1, 2014, through the closing of the Midstream Business Contribution.
As of December 31, 2013, after taking into account the amendment, the Partnership had approximately $56.6 million of availability under its senior secured credit facility, based on its outstanding commitments, after taking into account $706.8 million of outstanding borrowings and approximately $19.2 million of outstanding letters of credit. Availability would increase to approximately $83.4 million if the Partnership elected to expand the multiplier for the Midstream Borrowing Base.
Excluding acquisitions or the potential divestiture of the Partnership’s Midstream Business, the current capital budget for 2014 is approximately $188 million, which includes $61 million allocated to the Midstream Business and $124 million allocated to the Upstream Business (with the remainder allocated to general corporate purposes). Approximately $76 million of the total capital budgeted is expected to be classified as maintenance capital. For the year ended December 31, 2013, the Partnership’s capital expenditures, excluding acquisitions, were approximately $224.2 million, of which $65.8 million were related to maintenance capital expenditures and $158.3 million were related to growth capital expenditures.
As of December 31, 2013, the Partnership had 159.4 million common units outstanding, including unvested restricted common units issued under its Long-Term Incentive Plan.
Hedging Update
The Partnership entered into the following commodity hedges since its last hedging update on November 27, 2013. In order to convert a portion of its existing proxy hedges into direct NGL hedges, these hedges were structured as “at-the-money” swaps and involved no up-front cost to the Partnership.
 
Transaction Date
Product / (Type)
Quantity
Price
Term
1/22/14
OPIS Propane Conway
(Swap)
630,000
Gallons/month
$1.126
April-Dec 2014
1/22/14
WTI Crude
(Swap)
(7,669)
Bbls/month
$92.55
April-Dec 2014
Details of the recent hedging transactions are included in the updated Commodity Hedging Overview presentation Eagle Rock posted today, to its website. The latest presentation can be accessed by going to www.eaglerockenergy.com: select Investor Relations, then select Presentations.
Fourth Quarter and Full Year 2013 Earnings Release Date and Conference Call Information
Eagle Rock will hold a conference call to discuss its fourth quarter and full year 2013 financial and operating results on Thursday, February 27, 2014 at 2:00 p.m. Eastern Time (1:00 p.m. Central Time).
Interested parties may listen to the earnings conference call live over the Internet or via telephone. To listen live over the Internet, participants are advised to log on to the Partnership's web site at www.eaglerockenergy.com and select the “Events & Presentations” sub-tab under the “Investor Relations” tab. To participate by telephone, the call in number is 877-293-5457, conference ID





49070823. Participants are advised to dial into the call at least 15 minutes prior to the call. An audio replay of the conference call will also be available for thirty days by dialing 855-859-2056, conference ID 49070823. In addition, a replay of the audio webcast will be available by accessing the Partnership's web site after the call is concluded.
About the Partnership
The Partnership is a growth-oriented master limited partnership engaged in two businesses: a) midstream, which includes (i) gathering, compressing, treating, processing and transporting natural gas; (ii) fractionating and transporting natural gas liquids (NGLs); (iii) crude oil and condensate logistics and marketing; and (iv) natural gas marketing and trading; and b) upstream, which includes exploiting, developing, and producing hydrocarbons in oil and natural gas properties.
The term “Board of Directors” as used herein refers to the board of directors of the general partner of the Partnership’s general partner.
Contacts:
Eagle Rock Energy Partners, L.P.

Jeff Wood, 281-408-1203
Senior Vice President and Chief Financial Officer

Adam Altsuler, 281-408-1350
Vice President, Corporate Finance and Investor Relations; Treasurer
Use of Non-GAAP Financial Measures
This news release and the accompanying schedules include the non-generally accepted accounting principles, or non-GAAP, financial measures of Adjusted EBITDA and Distributable Cash Flow. The accompanying non-GAAP financial measures schedules (after the financial schedules) provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States, or GAAP. Non-GAAP financial measures should not be considered alternatives to GAAP measures such as net income (loss), operating income (loss), cash flows from operating activities or any other GAAP measure of liquidity or financial performance.
Eagle Rock defines Adjusted EBITDA as net income (loss) plus or (minus) income tax provision (benefit); interest-net, including realized interest rate risk management instruments and other expense; depreciation, depletion and amortization expense; impairment expense; other operating expense, non-recurring; other non-cash operating and general and administrative expenses, including non-cash compensation related to the Partnership’s equity-based compensation program; unrealized (gains) losses on commodity and interest rate risk management related instruments; (gains) losses on discontinued operations and other (income) expense; excluding certain general and administrative expenses incurred in connection with the Partnership’s strategic review and Midstream Business Contribution.
Eagle Rock uses Adjusted EBITDA as a measure of its core profitability to assess the financial performance of its assets. Adjusted EBITDA also is used as a supplemental financial measure by external users of Eagle Rock's financial statements such as investors, commercial banks and research analysts. For example, the Partnership's lenders under its revolving credit facility use a





variant of its Adjusted EBITDA in a compliance covenant designed to measure the viability of Eagle Rock and its ability to perform under the terms of the revolving credit facility; Eagle Rock, therefore, uses Adjusted EBITDA to measure its compliance with its revolving credit facility. Eagle Rock believes that investors benefit from having access to the same financial measures that its management uses in evaluating performance. Adjusted EBITDA is useful in determining Eagle Rock's ability to sustain or increase distributions. By excluding unrealized derivative gains (losses), a non-cash, mark-to-market benefit (charge) which represents the change in fair market value of the Partnership's executed derivative instruments and is independent of its assets' performance or cash flow generating ability, Eagle Rock believes Adjusted EBITDA reflects the Partnership's ability to generate cash sufficient to pay interest costs, support its level of indebtedness, make cash distributions to its unitholders and finance its maintenance capital expenditures. Eagle Rock further believes that Adjusted EBITDA also portrays the underlying performance of its operating assets by isolating the performance of its operating assets from the impact of an unrealized, non-cash measure designed to portray the fluctuating inherent value of a financial asset. Similarly, by excluding the impact of non-recurring discontinued operations, Adjusted EBITDA provides users of the Partnership's financial statements a picture of its current assets' cash generation ability, independently from that of assets which are no longer a part of its operations.
Eagle Rock's Adjusted EBITDA definition may not be comparable to Adjusted EBITDA or similarly titled measures of other entities, as other entities may not calculate Adjusted EBITDA in the same manner as Eagle Rock. Eagle Rock has reconciled Adjusted EBITDA to the GAAP financial measure of net income (loss) at the end of this release.
Distributable Cash Flow is defined as Adjusted EBITDA minus: (i) maintenance capital expenditures; (ii) cash interest expense; (iii) cash income taxes; and (iv) the addition of losses or subtraction of gains relating to other miscellaneous non-cash amounts affecting net income (loss) for the period. Maintenance capital expenditures represent capital expenditures made to replace partially or fully depreciated assets; to meet regulatory requirements; to maintain the existing operating capacity of the Partnership's gathering, processing and treating assets or to maintain the Partnership's natural gas, NGL, crude or sulfur production.
Distributable Cash Flow is a significant performance metric used by senior management to compare cash flows generated by the Partnership (excluding growth capital expenditures and prior to the establishment of any retained cash reserves by the Board of Directors) to the cash distributions expected to be paid to unitholders. Using this metric, management can quickly compute the coverage ratio of estimated cash flows to planned cash distributions. This financial measure also is important to investors as an indicator of whether the Partnership is generating cash flow at a level that can sustain or support an increase in quarterly distribution rates. Actual distributions are set by the Board of Directors.
The GAAP measure most directly comparable to Distributable Cash Flow is net income (loss). Eagle Rock's Distributable Cash Flow definition may not be comparable to Distributable Cash Flow or similarly titled measures of other entities, as other entities may not calculate Distributable Cash Flow (and Adjusted EBITDA, on which it builds) in the same manner as Eagle Rock. Eagle Rock has reconciled Distributable Cash Flow to the GAAP financial measure of net income/(loss) at the end of this release.





Additional Information and Where to Find It
This press release does not constitute the solicitation of any vote, proxy or approval. This press release relates to a potential transaction between the Partnership and Regency. This press release is not a substitute for any proxy statement or any other document which the Partnership may file with the SEC in connection with the proposed transaction. In connection with the proposed transaction, the Partnership has filed a preliminary proxy statement with the SEC on January 31, 2014. The Partnership has yet to file a definitive proxy statement with the SEC for the unitholders of the Partnership. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any such documents will be available free of charge through the website maintained by the SEC at www.sec.gov or by directing a request to the Partnership’s Investor Relations Department, Eagle Rock Energy, L.P., 1415 Louisiana Street, Suite 2700, Houston, TX 77002, telephone number (281) 408-1200.
Participants in the Solicitation
The Partnership and Regency and their respective general partner’s directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of the Partnership in respect of the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the unitholders of the Partnership in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the SEC.
Forward-Looking Statements
This news release may include "forward-looking statements." All statements, other than statements of historical facts, included in this press 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 and speak only as of the date on which such statement is made. These statements are based on certain assumptions made by the Partnership based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Partnership. These include, but are not limited to, risks related to volatility of commodity prices; market demand for crude oil, natural gas and natural gas liquids; the effectiveness of the Partnership's hedging activities; the Partnership's ability to retain key customers; the Partnership's ability to continue to obtain new sources of crude oil and natural gas supply; the availability of local, intrastate and interstate transportation systems and other facilities to transport crude oil, natural gas and natural gas liquids; competition in the oil and gas industry; the Partnership's ability to obtain credit and access the capital markets; general economic conditions; and the effects of government regulations and policies. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the Partnership's actual results and plans could differ materially from those implied or expressed by any forward-looking statements. The Partnership assumes no obligation to update any forward-looking statement as of any future date. For a detailed list of the Partnership's risk factors, please consult the Partnership's Form 10-K, filed with the SEC for the year ended December 31, 2012 and the Partnership's Forms 10-Q filed with the SEC for





subsequent quarters, as well as any other public filings, including, when filed, the Partnership's Form 10-K for the year ended December 31, 2013, and press releases.






Eagle Rock Energy Partners, L.P.
Consolidated Statement of Operations
($ in thousands)
(unaudited)

 
Three Months Ended
December 31,
 
Twelve Months Ended
December 31,
 
Three Months Ended September 30, 2013
 
2013
 
2012
 
2013
 
2012
 
REVENUE:
 
 
 
 
 
 
 
 
 
Natural gas, natural gas liquids, oil, condensate, sulfur and helium sales
$
298,921

 
$
284,732

 
$
1,129,333

 
$
864,884

 
$
306,820

Gathering, compression, processing and treating fees
21,430

 
21,265

 
83,659

 
56,831

 
21,134

Unrealized commodity derivative (losses) gains
(8,727
)
 
(6,864
)
 
(43,908
)
 
6,562

 
(29,591
)
Realized commodity derivative gains
4,443

 
12,904

 
25,375

 
51,332

 
2,757

Other revenue
97

 
374

 
820

 
4,350

 
113

Total revenue
316,164

 
312,411

 
1,195,279

 
983,959

 
301,233

 
 
 
 
 
 
 
 
 
 
COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
 
Cost of natural gas and natural gas liquids
211,361

 
193,921

 
790,618

 
532,719

 
213,509

Operations and maintenance
34,789

 
38,143

 
135,205

 
119,828

 
33,075

Taxes other than income
5,519

 
4,914

 
20,270

 
19,432

 
5,825

General and administrative
22,434

 
17,610

 
81,214

 
69,994

 
20,537

Impairment
151,058

 
54,179

 
214,286

 
177,003

 
61,389

Depreciation, depletion and amortization
43,135

 
43,002

 
167,170

 
161,045

 
42,641

Total costs and expenses
468,296

 
351,769

 
1,408,763

 
1,080,021

 
376,976

OPERATING LOSS
(152,132
)
 
(39,358
)
 
(213,484
)
 
(96,062
)
 
(75,743
)
OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
 
 
Interest expense, net
(17,594
)
 
(16,391
)
 
(68,762
)
 
(51,478
)
 
(17,475
)
Realized interest rate derivative losses
(1,727
)
 
(1,649
)
 
(6,756
)
 
(10,227
)
 
(1,693
)
Unrealized interest rate derivative gains
1,389

 
1,082

 
5,652

 
5,500

 
1,234

Other income (expense)
73

 
6

 
257

 
(38
)
 
79

Total other expense
(17,859
)
 
(16,952
)
 
(69,609
)
 
(56,243
)
 
(17,855
)
LOSS BEFORE INCOME TAXES
(169,991
)
 
(56,310
)
 
(283,093
)
 
(152,305
)
 
(93,598
)
INCOME TAX BENEFIT
(1,059
)
 
(1,147
)
 
(5,114
)
 
(1,703
)
 
(2,033
)
NET LOSS
$
(168,932
)
 
$
(55,163
)
 
$
(277,979
)

$
(150,602
)

$
(91,565
)





Eagle Rock Energy Partners, L.P.
Consolidated Balance Sheets
($ in thousands)
(unaudited)
 
December 31,
2013
 
December 31,
2012
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
76

 
$
25

Accounts receivable
145,963

 
138,732

Risk management assets
9,162

 
33,340

Prepayments and other current assets
8,183

 
9,867

Total current assets
163,384

 
181,964

PROPERTY, PLANT AND EQUIPMENT - Net
1,828,768

 
1,968,206

INTANGIBLE ASSETS - Net
105,620

 
111,515

DEFERRED TAX ASSET
1,438

 
1,656

RISK MANAGEMENT ASSETS
5,461

 
7,953

OTHER ASSETS
22,879

 
22,922

TOTAL ASSETS
$
2,127,550

 
$
2,294,216

 
 
 
 
LIABILITIES AND MEMBERS' EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
170,124

 
$
160,473

Accrued liabilities
29,970

 
19,764

Taxes payable
149

 
46

Risk management liabilities
11,023

 
1,231

Total current liabilities
211,266

 
181,514

LONG-TERM DEBT
1,252,062

 
1,153,103

ASSET RETIREMENT OBLIGATIONS
45,849

 
44,814

DEFERRED TAX LIABILITY
37,953

 
43,000

RISK MANAGEMENT LIABILITIES
3,848

 
1,700

OTHER LONG TERM LIABILITIES
2,693

 
1,711

 
 
 
 
MEMBERS' EQUITY
573,879

 
868,374

TOTAL LIABILITIES AND MEMBERS' EQUITY
$
2,127,550

 
$
2,294,216








Eagle Rock Energy Partners, L.P.
Segment Summary
Operating Income
($ in thousands)
(unaudited)
 
Three Months Ended
December 31,
 
Year Ended December 31,
 
Three Months Ended September 30, 2013
 
2013
 
2012
 
2013
 
2012
 
Midstream
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Natural gas, natural gas liquids, oil and condensate sales
$
257,812

 
$
248,153

 
$
975,773

 
$
716,508

 
$
265,732

Intercompany sales - natural gas and condensate
(1,854
)
 
(2,325
)
 
(7,824
)
 
(10,134
)
 
(1,900
)
Gathering and treating services
21,430

 
21,265

 
83,659

 
56,831

 
21,134

Other revenue
14

 

 
119

 
2,864

 
68

Total revenue
277,402

 
267,093

 
1,051,727

 
766,069

 
285,034

Cost of natural gas, natural gas liquids, oil and condensate
211,403

 
194,004

 
790,618

 
532,719

 
213,509

Intersegment elimination - Cost of natural gas and condensate
7,596

 
11,705

 
39,044

 
44,400

 
10,889

Operating costs and expenses:
 
 
 
 
 
 

 
 
Operations and maintenance
25,736

 
29,470

 
101,121

 
82,648

 
26,396

Impairment

 
29,735

 

 
131,714

 

Depreciation, depletion and amortization
19,507

 
20,760

 
77,685

 
70,495

 
20,160

Total operating costs and expenses
45,243

 
79,965

 
178,806

 
284,857

 
46,556

Operating income (loss)
$
13,160

 
$
(18,581
)
 
$
43,259

 
$
(95,907
)
 
$
14,080

 
 
 
 
 
 
 
 
 
 
Upstream
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
 
Oil and condensate sales
$
19,826

 
$
14,332

 
$
67,677

 
$
58,420

 
$
19,782

Intersegment sales - condensate
8,246

 
8,778

 
39,075

 
43,004

 
10,323

Natural gas sales
9,558

 
9,631

 
37,249

 
32,105

 
9,155

Intersegment sales - natural gas
1,878

 
2,530

 
7,973

 
10,339

 
1,907

Natural gas liquids sales
10,925

 
9,771

 
40,583

 
43,831

 
10,786

Sulfur sales
800

 
2,845

 
8,051

 
14,020

 
1,365

Other
83

 
374

 
701

 
1,486

 
45

Total revenue
51,316

 
48,261

 
201,309

 
203,205

 
53,363

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
Operations and maintenance
14,572

 
13,709

 
54,354

 
56,734

 
12,504

Impairment
151,058

 
24,444

 
214,286

 
45,289

 
61,389

Depreciation, depletion and amortization
23,010

 
21,707

 
87,456

 
88,777

 
22,061

Total operating costs and expenses
188,640

 
59,860

 
356,096

 
190,800

 
95,954

Operating (loss) income
$
(137,324
)
 
$
(11,599
)
 
$
(154,787
)
 
$
12,405

 
$
(42,591
)
 
 
 
 
 
 
 
 
 
 
Corporate and Other
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Unrealized commodity derivative (losses) gains
$
(8,727
)
 
$
(6,864
)
 
$
(43,908
)
 
$
6,562

 
$
(29,591
)
Realized commodity derivative gains
4,443

 
12,904

 
25,375

 
51,332

 
2,757

Intersegment elimination - Sales of natural gas and condensate
(8,270
)
 
(8,983
)
 
(39,224
)
 
(43,209
)
 
(10,330
)
Total revenue
(12,554
)
 
(2,943
)
 
(57,757
)
 
14,685

 
(37,164
)
Costs and expenses:
 
 
 
 
 
 
 
 
 
Intersegment elimination - Cost of natural gas and condensate
(7,638
)
 
(11,788
)
 
(39,044
)
 
(44,400
)
 
(10,889
)
General and administrative
22,434

 
17,610

 
81,214

 
69,994

 
20,537

Intersegment elimination - Operations and maintenance

 
(122
)
 

 
(122
)
 

Depreciation, depletion and amortization
618

 
535

 
2,029

 
1,773

 
420

Operating loss
$
(27,968
)
 
$
(9,178
)
 
$
(101,956
)
 
$
(12,560
)
 
$
(47,232
)
 
 
 
 
 
 
 
 
 
 







Eagle Rock Energy Partners, L.P.
Midstream Segment
Operating Income
($ in thousands)
(unaudited)
 
Three Months Ended
December 31,
 
Year Ended December 31,
 
Three Months Ended September 30, 2013
 
2013
 
2012
 
2013
 
2012
 
Texas Panhandle
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Natural gas, natural gas liquids, condensate and helium sales
$
128,464

 
$
145,065

 
$
484,634

 
$
334,295

 
$
141,271

Intersegment sales - natural gas and condensate
64,119

 
33,245

 
226,576

 
105,759

 
56,799

Gathering, compression, processing and treating services
14,846

 
12,233

 
53,739

 
25,743

 
14,341

Other revenue
14

 

 
119

 
2,864

 
68

Total revenue
207,443

 
190,543

 
765,068

 
468,661

 
212,479

Cost of natural gas, natural gas liquids, condensate and helium
162,835

 
143,089

 
594,125

 
332,792

 
163,768

Intersegment cost of sales - natural gas
42

 
83

 
200

 
83

 
61

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
Operations and maintenance
20,761

 
23,542

 
81,186

 
60,884

 
21,269

Depreciation, depletion and amortization
15,108

 
14,897

 
57,781

 
44,451

 
14,823

Total operating costs and expenses
35,869

 
38,439

 
138,967

 
105,335

 
36,092

Operating income
$
8,697

 
$
8,932

 
$
31,776

 
$
30,451

 
$
12,558

 
 
 
 
 
 
 
 
 
 
East Texas and Other Midstream
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Natural gas, natural gas liquids and condensate sales
$
27,037

 
$
27,114

 
$
106,889

 
$
125,512

 
$
25,867

Intersegment sales - natural gas
12,525

 
12,628

 
37,716

 
39,099

 
3,948

Gathering, compression, processing and treating services
6,544

 
8,961

 
29,748

 
31,017

 
6,765

Total revenue
46,106

 
48,703

 
174,353

 
195,628

 
36,580

Cost of natural gas, natural gas liquids and condensate
35,928

 
36,290

 
131,966

 
147,493

 
26,464

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
Operations and maintenance
4,968

 
5,929

 
19,943

 
21,762

 
5,140

Impairment

 
29,735

 

 
131,714

 

Depreciation, depletion and amortization
4,263

 
5,737

 
19,476

 
25,771

 
5,222

Total operating costs and expenses
9,231

 
41,401

 
39,419

 
179,247

 
10,362

Operating income (loss)
$
947

 
$
(28,988
)
 
$
2,968

 
$
(131,112
)
 
$
(246
)
 
 
 
 
 
 
 
 
 
 
Marketing and Trading
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Natural gas, oil and condensate sales
$
102,311

 
$
75,974

 
$
384,250

 
$
256,701

 
$
98,594

Intersegment sales - natural gas and condensate
(78,498
)
 
(48,198
)
 
(272,116
)
 
(154,992
)
 
(62,647
)
Gathering, compression, processing and treating services
40

 
71

 
172

 
71

 
28

Total revenue
23,853

 
27,847

 
112,306

 
101,780

 
35,975

Cost of natural gas and condensate
12,598

 
14,542

 
64,527

 
52,434

 
23,277

Intersegment cost of sales - natural gas and condensate
7,596

 
11,705

 
38,844

 
44,317

 
10,828

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
Operations and maintenance
7

 
(1
)
 
(8
)
 
2

 
(13
)
Depreciation, depletion and amortization
136

 
126

 
428

 
273

 
115

Total operating costs and expenses
143

 
125

 
420

 
275

 
102

Operating income
$
3,516

 
$
1,475

 
$
8,515

 
$
4,754

 
$
1,768








Eagle Rock Energy Partners, L.P.
Midstream Operations Information
(unaudited)
 
Three Months Ended
December 31,
 
Year Ended December 31,
 
Three Months Ended September 30, 2013
 
2013
 
2012
 
2013
 
2012
 
Gas gathering volumes - (Average Mcf/d)
 
 
 
 
 
 
 
 
 
Texas Panhandle
395,956

 
372,124

 
370,606

 
212,617

 
393,226

East Texas and Other Midstream
195,999

 
217,496

 
195,235

 
255,752

 
190,674

Total
591,955

 
589,620

 
565,841

 
468,369

 
583,900

 
 
 
 
 
 
 
 
 
 
NGLs - (Net equity Bbls)
 
 
 
 
 
 
 
 
 
Texas Panhandle
233,588

 
415,103

 
805,190

 
1,270,601

 
245,548

East Texas and Other Midstream
(28,428
)
 
80,315

 
160,235

 
338,636

 
61,180

Total
205,160

 
495,418

 
965,425

 
1,609,237

 
306,728

 
 
 
 
 
 
 
 
 
 
Condensate - (Net equity Bbls)
 
 
 
 
 
 
 
 
 
Texas Panhandle
295,320

 
302,168

 
1,155,590

 
801,828

 
289,524

East Texas and Other Midstream
8,280

 
9,613

 
31,025

 
38,350

 
8,372

Total
303,600

 
311,781

 
1,186,615

 
840,178

 
297,896

 
 
 
 
 
 
 
 
 
 
Natural gas position - (Average MMbtu/d)
 
 
 
 
 
 
 
 
 
Texas Panhandle
7,352

 
16,114

 
7,747

 
547

 
7,985

East Texas and Other Midstream
1,199

 
1,676

 
296

 
1,530

 
(51
)
Total
8,551

 
17,790

 
8,043

 
2,077

 
7,934

 
 
 
 
 
 
 
 
 
 
Average realized NGL price - per Bbl
 
 
 
 
 
 
 
 
 
Texas Panhandle
$
39.30

 
$
31.39

 
$
36.31

 
$
36.00

 
$
36.31

East Texas and Other Midstream
$
32.15

 
$
32.04

 
$
30.03

 
$
37.83

 
$
30.08

Weighted Average
$
38.19

 
$
31.51

 
$
35.23

 
$
36.56

 
$
35.30

 
 
 
 
 
 
 
 
 
 
Average realized condensate price - per Bbl
 
 
 
 
 
 
 
 
 
Texas Panhandle
$
84.89

 
$
74.32

 
$
84.41

 
$
82.64

 
$
92.64

East Texas and Other Midstream
$
100.61

 
$
87.20

 
$
99.36

 
$
96.91

 
$
106.70

Weighted Average
$
85.99

 
$
75.20

 
$
85.33

 
$
83.78

 
$
93.59

 
 
 
 
 
 
 
 
 
 
Average realized natural gas price - per MMbtu
 
 
 
 
 
 
 
 
 
Texas Panhandle
$
3.41

 
$
3.23

 
$
3.45

 
$
2.63

 
$
3.34

East Texas and Other Midstream
$
3.49

 
$
3.37

 
$
3.58

 
$
2.85

 
$
3.53

Weighted Average
$
3.43

 
$
3.26

 
$
3.48

 
$
2.79

 
$
3.38

____________________









Eagle Rock Energy Partners, L.P.
Upstream Operations Information
(unaudited)
 
Three Months Ended
December 31,
 
Year Ended December 31,
 
Three Months Ended September 30, 2013
 
2013
 
2012
 
2013
 
2012
 
Upstream
 
 
 
 
 
 
 
 
 
Production:
 
 
 
 
 
 
 
 
 
Oil and condensate (Bbl)
327,679

 
283,326

 
1,222,270

 
1,184,200

 
321,170

Gas (Mcf)
3,239,438

 
3,828,320

 
12,804,475

 
16,442,579

 
3,254,722

NGLs (Bbl)
289,584

 
272,476

 
1,155,639

 
1,120,522

 
298,031

Total Mcfe
6,943,016

 
7,163,132

 
27,071,929

 
30,270,911

 
6,969,928

 
 
 
 
 
 
 
 
 
 
Sulfur (long ton)
25,365

 
22,892

 
105,394

 
102,002

 
26,788

 
 
 
 
 
 
 
 
 
 
Realized prices, excluding derivatives:
 
 
 
 
 
 
 
 
 
Oil and condensate (per Bbl)
$
85.67

 
$
81.57

 
$
87.34

 
$
85.65

 
$
93.74

Gas (per Mcf)
$
3.53

 
$
3.18

 
$
3.53

 
$
2.58

 
$
3.40

NGLs (per Bbl)
$
37.73

 
$
35.86

 
$
35.12

 
$
39.12

 
$
36.19

Sulfur (per long ton)
$
31.53

 
$
124.30

 
$
76.38

 
$
137.46

 
$
50.95

 
 
 
 
 
 
 
 
 
 
Operating statistics:
 
 
 
 
 
 
 
 
 
Operating costs per Mcfe (incl production taxes) (1)
$
1.94

 
$
1.72

 
$
1.84

 
$
1.69

 
$
1.64

Operating costs per Mcfe (excl production taxes) (1)
$
1.48

 
$
1.22

 
$
1.36

 
$
1.19

 
$
1.11

Operating income per Mcfe
$
(19.78
)
 
$
(1.62
)
 
$
(5.72
)
 
$
0.41

 
$
(6.11
)
 
 
 
 
 
 
 
 
 
 
Drilling program (gross wells):
 
 
 
 
 
 
 
 
 
Development wells
8

 
8

 
45

 
33

 
16

Completions
8

 
8

 
45

 
33

 
16

Workovers
8

 
2

 
24

 
21

 
6

Recompletions
2

 
4

 
10

 
11

 
1


______________________

(1)
Excludes post-production costs of $1,109, $4,572, $1,410 and $5,478 for the three months and year ended December 31, 2013 and 2012, respectively, and $1,069 for the three months ended September 30, 2013.







Non-GAAP Financial Measures
The following tables present a reconciliation of the non-GAAP financial measures of Adjusted EBITDA and Distributable Cash Flow to the GAAP financial measure of net income for each of the periods indicated (in thousands).


Eagle Rock Energy Partners, L.P.
GAAP to Non-GAAP Reconciliations
($ in thousands)
(unaudited)
 
Three Months Ended
December 31,
 
Year Ended December 31,
 
Three Months Ended September 30, 2013
 
2013
 
2012
 
2013
 
2012
 
Net (loss) income to Adjusted EBITDA
 
 
 
 
 
 
 
 
 
Net loss, as reported
$
(168,932
)
 
$
(55,163
)
 
$
(277,979
)
 
$
(150,602
)
 
$
(91,565
)
Depreciation, depletion and amortization
43,135

 
43,002

 
167,170

 
161,045

 
42,641

Impairment
151,058

 
54,179

 
214,286

 
177,003

 
61,389

Loss (gain) from risk management activities, net
4,077

 
(6,080
)
 
19,322

 
(53,389
)
 
27,507

Total derivative settlements
2,559

 
11,626

 
19,288

 
41,517

 
1,812

Non-cash mark-to-market of Upstream product imbalances

 
(20
)
 
(1
)
 
317

 
3

Restricted units non-cash amortization expense
3,278

 
1,790

 
13,384

 
9,882

 
3,939

Income tax (benefit) provision
(1,059
)
 
(1,147
)
 
(5,114
)
 
(1,703
)
 
(2,033
)
Interest - net including realized risk management instruments and other expense
19,248

 
18,034

 
75,261

 
61,705

 
19,089

Other income

 

 

 
40

 

Other (1)
4,030

 

 
4,731

 

 
701

Adjusted EBITDA
$
57,394

 
$
66,221

 
$
230,348

 
$
245,815

 
$
63,483

 
 
 
 
 
 
 
 
 
 
Net (loss) income to Distributable Cash Flow
 
 
 
 
 
 
 
 
 
Net loss, as reported
$
(168,932
)
 
$
(55,163
)
 
$
(277,979
)
 
$
(150,602
)
 
$
(91,565
)
Depreciation, depletion and amortization expense
43,135

 
43,002

 
167,170

 
161,045

 
42,641

Impairment
151,058

 
54,179

 
214,286

 
177,003

 
61,389

Loss (gain) from risk management activities, net
4,077

 
(6,080
)
 
19,322

 
(53,389
)
 
27,507

Total derivative settlements
2,559

 
11,626

 
19,288

 
41,517

 
1,812

Capital expenditures-maintenance related
(19,466
)
 
(18,593
)
 
(65,831
)
 
(54,417
)
 
(18,751
)
Non-cash mark-to-market of Upstream product imbalances

 
(20
)
 
(1
)
 
317

 
3

Restricted units non-cash amortization expense
3,278

 
1,790

 
13,384

 
9,882

 
3,939

Income tax benefit
(1,059
)
 
(1,147
)
 
(5,114
)
 
(1,703
)
 
(2,033
)
Other income

 
(6
)
 

 
40

 

Other (1)
4,030

 

 
4,731

 

 
701

Cash income taxes
(201
)
 
(75
)
 
(201
)
 
(737
)
 

Distributable Cash Flow
$
18,479

 
$
29,513

 
$
89,055

 
$
128,956

 
$
25,643

_________________
(1)
Amount includes general and administrative expenses incurred in connection with the Partnership's strategic review and the contribution of the Midstream Business to Regency.

###