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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - RSP Permian, Inc.a14-9201_18k.htm
EX-99.2 - EX-99.2 - RSP Permian, Inc.a14-9201_1ex99d2.htm

Exhibit 99.1

 

News Release

 

RSP Permian, Inc. Files Year-End 2013 Form 10-K; Provides Corporate Update and 2014 Outlook

 

Dallas, Texas — March 31, 2014 — RSP Permian, Inc. (“RSP” or the “Company”) (NYSE: RSPP) today filed its Annual Report on Form 10-K for the year ended December 31, 2013 with the Securities and Exchange Commission (“SEC”) and posted a Corporate Update presentation on its website at www.rsppermian.com.

 

The Form 10-K filed with the SEC includes the combined results of RSP Permian LLC and Rising Star, the Company’s historical accounting predecessor (“Predecessor”), as well as results on a pro forma basis, giving effect to the completion of the corporate reorganization and acquisitions in connection with the Company’s initial public offering (the “IPO”), as further described in the Form 10-K. Unless otherwise indicated, information presented in this release is on a pro forma basis.

 

Highlights for the Year Ended December 31, 2013

 

·                  Average production of 7,293 Boe/d in 2013, a 43% increase over 2012’s average of 5,089 Boe/d

·                  2013 net income of $41 million, or $0.56 per share, a 148% increase over 2012 net income of $16 million, or $0.23 per share

·                  Adjusted EBITDAX of $152 million in 2013, a 57% increase over $97 million in 2012

·                  Proved reserves of 54 million Boe, an increase of 10 million Boe, or 24%, from 2012 proved reserves of 44 million Boe

·                  Acquisition of Spanish Trail assets for $155 million

 

Current Activity Update

 

·                  Accelerating drilling program - currently running three operated horizontal rigs and one operated vertical rig in the Midland Basin; fourth operated horizontal rig and second operated vertical rig to arrive in the second quarter

·                  Strong horizontal well results — Horizontal Wolfcamp results tracking expectations and early horizontal Spraberry results outperforming type curve and economic returns look as strong as the Wolfcamp

·                  Executing multi-well / multi-zone pad development - three dual well / dual zone pads now on production and three dual well/ dual zone pads currently drilling

·                  Attractive acquisitions — recently acquired additional acreage in Midland Basin, expanding horizontal drilling inventory in areas of operations

·                  Increased commodity hedge position — since the IPO, doubled hedge position for the next twelve months, with approximately 60% of remaining 2014 expected oil production hedged at an average floor of approximately $88 and approximately 60% of remaining 2014 natural gas production hedged at a floor of $4.00/MMBtu

 

1



 

“We are pleased with our strong 2013 financial results driven by our outstanding employees and the continued success of our drilling program on our Midland Basin leasehold position,” stated Steve Gray, Chief Executive Officer. “Our recent IPO has positioned us to further accelerate our delineation of multiple pay zones on our properties. We are off to a nice beginning as a public company and we currently anticipate continued growth in the near-term and expect to continue realizing efficiencies drilling on our contiguous acreage positions.”

 

2013 Year End and Fourth Quarter Financial Results

 

 

 

Pro Forma(1)

 

 

 

For the Three
Months Ended
December 31,

 

For the Year
Ended
December 31,

 

 

 

2013

 

2013

 

Production data:

 

 

 

 

 

Oil (MBbls)

 

516

 

1,867

 

Natural gas (MMcf)

 

574

 

2,287

 

NGLs (MBbls)

 

109

 

414

 

Total (MBoe)

 

721

 

2,662

 

Average Net Daily Production (Boe/d)(5)

 

7,837

 

7,293

 

 

 

 

 

 

 

Average prices before effects of hedges(2)(3):

 

 

 

 

 

Oil (per Bbl)

 

$

94.38

 

$

95.01

 

Natural gas (per Mcf)

 

3.38

 

3.34

 

NGLs (per Bbl)

 

28.94

 

28.16

 

Total (per Boe)

 

$

74.64

 

$

73.89

 

Average realized prices after effects of hedges(2)(3):

 

 

 

 

 

Oil (per Bbl)

 

$

94.91

 

$

95.24

 

Natural gas (per Mcf)

 

3.38

 

3.34

 

NGLs (per Bbl)

 

28.94

 

28.16

 

Total (per Boe)

 

$

75.02

 

$

74.06

 

Average costs (per Boe):

 

 

 

 

 

Lease operating expenses

 

$

8.84

 

$

8.72

 

Production and ad valorem taxes

 

6.31

 

4.97

 

Depreciation, depletion and amortization

 

22.44

 

30.24

 

General and administrative expenses(4)

 

1.60

 

1.40

 

 


(1)         Does not include the results related to the Verde Acquisition or Pecos Contribution due to their lack of significance to our Pro Forma financial results.

(2)         Average prices shown in the table reflect prices both before and after the effects of our realized commodity derivative transactions. Our calculation of such effects includes realized gains or losses on cash settlements for commodity derivative transactions and an adjustment to reflect premiums incurred previously or upon settlement that are attributable to instruments settled in the period.

(3)         Average realized prices for oil are net of transportation costs. Average realized prices for natural gas do not include transportation costs; instead, transportation costs related to our gas production and sales are included in our lease operating expenses. No transportation costs are associated with NGL production and sales.

(4)         Pro forma general and administrative expenses do not include additional expenses we would have incurred as a result of being a public company.

(5)         The Company exited the year ended December 31, 2013 with an average daily production rate of approximately 8.2 MBoe/d.

 

2



 

Production volumes for the year ended 2013 averaged 7,293 Boe/d or a total of 2,662 MBoe.  Production for 2013 was comprised of 70% crude oil, 16% NGLs, and 14% natural gas.  Our average realized oil, natural gas, and NGL prices were $95.24/Bbl, $3.34/Mcf, $28.16/Bbl, respectively.  Per unit cash expenses (including lease operating, production and ad valorem taxes, and general and administrative) were $15.09 per Boe.  For the year, Adjusted EBITDAX was $152 million and net income totaled $41 million in 2013 or $0.56 per share.

 

Production volumes for the quarter ended December 31, 2013 averaged 7,837 Boe/d or a total of 721 MBoe.  Production for the fourth quarter was comprised of 72% crude oil, 15% NGLs, and 13% natural gas.  Average realized oil, natural gas, and NGL prices were $94.91/Bbl, $3.38/Mcf, $28.94/Bbl, respectively.  Per unit cash expenses (including lease operating, production and ad valorem taxes, and general and administrative) were $16.75 per Boe.  For the quarter, Adjusted EBITDAX was $41 million and net income totaled $14 million or $0.19 per share.

 

2013 Proved Reserves

 

Estimated pro forma proved reserves at December 31, 2013:

 

 

 

At December 31,

 

 

 

2013

 

Proved developed reserves:

 

 

 

Oil (MBbls)

 

13,921

 

Natural gas (MMcf)

 

21,008

 

NGLs (MBbls)

 

3,965

 

Total (MBoe)

 

21,387

 

Proved undeveloped reserves:

 

 

 

Oil (MBbls)

 

21,011

 

Natural gas (MMcf)

 

31,665

 

NGLs (MBbls)

 

6,207

 

Total (MBoe)

 

32,496

 

Total proved reserves:

 

 

 

Oil (MBbls)

 

34,932

 

Natural gas (MMcf)

 

52,673

 

NGLs (MBbls)

 

10,172

 

Total (MBoe)

 

53,883

 

 

3



 

Recent RSP-operated Permian Horizontal Well Activity

 

RSP expects to operate four horizontal and two vertical rigs for the majority of 2014. Currently, the Company is operating three horizontal rigs and one vertical rig, with an additional horizontal rig and vertical rig being added during the second quarter.

 

 

 

 

 

Lateral

 

 

 

30-Day IP

 

Well Name

 

County

 

Length (ft)

 

Zone

 

(Boe/d)

 

Kemmer 4210LS

 

Midland

 

5,247

 

Lower Spraberry

 

979

 

Headlee 3911H

 

Midland

 

7,270

 

Lower Spraberry

 

782

 

Kemmer 4210WB

 

Midland

 

5,281

 

Wolfcamp B

 

742

 

Parks Bell 3909H

 

Midland

 

7,277

 

Lower Spraberry

 

683

 

 

In addition, the Company has nine operated horizontal wells that are currently being drilled, completed, or tested over five targeted horizontal zones.  These wells consist of two in the Middle Spraberry, two in the Lower Spraberry, one in the Wolfcamp A, three in the Wolfcamp B and one in the Wolfcamp D (Cline).

 

2014 Operational Update and Outlook

 

Production:

 

Total Boe/d

 

10,000 - 11,000

 

% Oil

 

72% - 74%

 

% Natural Gas

 

12% - 14%

 

% NGLs

 

13% - 15%

 

 

Capital Budget:

 

Drilling & Completion Capex ($MM)

 

$340 - $360

 

Infrastructure / G&G Capex

 

$10 - $15

 

 

 

 

Gross

 

Net

 

Operated Horizontal Wells

 

40 - 45

 

35 - 40

 

 

 

 

 

 

 

Non-Operated Horizontal Wells

 

25 - 30

 

4 - 6

 

Operated & Non-Operated Vertical Wells

 

65 - 70

 

38 - 42

 

 

The production and capex outlook does not include any potential increase from horizontal drilling on recent acquisitions.  The outlook will be updated once updated drilling plans are determined on these properties. The capital budget for 2014 is expected to be $350- $375 million and is expected to be funded by a combination of cash and cash equivalents, operating cash flow and borrowings under our revolving credit facility. The Company does not budget for acquisitions.

 

4



 

Recent Acquisitions

 

RSP recently acquired additional acreage prospective for horizontal development located in Martin, Glasscock, and Dawson counties for an aggregate purchase price of approximately $79 million in three separate transactions. The transactions were financed under RSP’s revolving credit facility.

 

East Cowden Acquisition

 

On February, 24th, RSP closed on the acquisition of a 17.5% non-operated working interest in producing properties. The properties are located between RSP Permian’s operated leasehold positions in Martin County, Texas. The properties include 6,451 gross (1,125 net) acres, and net production, on a two-stream basis, averaged approximately 500 barrels of oil equivalent (“Boe”) per day (76% oil) for the month of February from 147 vertical wells. The operator of these properties has indicated it has identified 196 horizontal drilling locations in six target intervals including the Middle Spraberry, Lower Spraberry, Wolfcamp A, Wolfcamp B, Wolfcamp D (Cline), and Clearfork.

 

Dude Acquisition

 

In Glasscock County, RSP acquired a 100% operated working interest in 961 acres of undeveloped leasehold.  RSP has identified 30 horizontal locations located on these properties located in the Middle Spraberry, Lower Spraberry, Wolfcamp A, Wolfcamp B, and Wolfcamp D (Cline) formations.

 

Verde “Bolt-on” Acquisition

 

RSP also added to its position in Dawson County, closing on an additional 3,766 gross (3,230 net) undeveloped acres in the Company’s Verde area, bringing the Company’s total acreage in Dawson to 13,230 gross (11,345 net) acres. The Company has identified approximately 61 additional net horizontal locations in the Middle Spraberry, Lower Spraberry, and Wolfcamp A/B formations.

 

“These opportunistic acquisitions expand our horizontal inventory in properties that are located primarily adjacent to our existing leasehold, further blocking up contiguous acreage in our area of operations,” said RSP Permian’s Chief Executive Officer Steve Gray. “These acquisitions were accomplished using our deep rooted relationships within the Permian Basin, which we believe is a core strength of the RSP organization and will lead to future attractive acquisition opportunities in our core areas. We look forward to executing on the horizontal development program on these properties, targeting multiple prospective zones. ”

 

5



 

Updated Oil and Natural Gas Commodity Price Positions

 

RSP has entered into additional oil and natural gas commodity price hedges for 2014 and 2015.  The following table reflects the revised total for all outstanding oil and natural gas contracts currently outstanding for the periods subsequent to December 31, 2013:

 

Description & Production Period

 

Volume
(Bbls)

 

Weighted
Average
Floor
price
($/Bbl)(1)

 

Weighted
Average
Ceiling
price
($/Bbl)(1)

 

Weighted

Average
Swap

price
($/Bbl)(1)

 

Crude Oil Swaps:

 

 

 

 

 

 

 

 

 

January 2014 – December 2014

 

120,000

 

 

 

$

96.40

 

January 2014 – December 2015

 

240,000

 

 

 

92.60

 

Crude Oil Collars:

 

 

 

 

 

 

 

 

 

January 2014 – December 2014

 

384,000

 

87.03

 

110.09

 

 

January 2014 – September 2014

 

9,000

 

85.00

 

113.04

 

 

January 2014 – December 2015

 

600,000

 

85.00

 

95.00

 

 

April 2014 – December 2014

 

450,000

 

85.00

 

97.00

 

 

July 2014 – September 2014

 

90,000

 

90.00

 

101.50

 

 

October 2014 – December 2014

 

90,000

 

90.00

 

97.33

 

 

January 2015 – March 2015

 

120,000

 

90.00

 

92.53

 

 

January 2015 – December 2015

 

72,000

 

80.00

 

93.25

 

 

 


(1)         The derivative contracts are settled based on the month’s average daily NYMEX price of West Texas Intermediate Light Sweet Crude.

 

Description & Production Period

 

Volume
(MMBtu)

 

Weighted
Average
Floor price
($/MMBtu)(1)

 

Weighted
Average
Ceiling price
($/MMBtu)(1)

 

Natural Gas Collars:

 

 

 

 

 

 

 

April 2014 - December 2014

 

1,350,000

 

$

4.00

 

$

4.78

 

 


(1)         The derivative contracts are settled based on the NYMEX closing settlement price.

 

Liquidity Update

 

The Company retired all of its outstanding debt with a portion of the primary proceeds from the IPO. Since the IPO, the Company has drawn on its revolving credit facility to fund its drilling and for acquisitions.  As of February 28, the Company had borrowed $95 million on the revolving credit facility which has a $300 million borrowing base, and had $69 million of debt, net of cash, outstanding, leaving the Company $231 million of liquidity.

 

About RSP Permian, Inc.

 

RSP is an independent oil and natural gas company focused on the acquisition, exploration, development and production of unconventional oil and associated liquids-rich natural gas reserves in the Permian Basin of West Texas. The vast majority of our acreage is located on large, contiguous acreage blocks in the core of the Midland Basin, a sub-basin of the Permian Basin, primarily in the adjacent counties of Midland, Martin, Andrews, Dawson, and Ector.  The Company’s common stock is traded on the NYSE under the ticker symbol “RSPP”.  For more information, visit www.rsppermian.com.

 

6



 

Forward Looking Statements

 

This news release contains forward-looking statements within the meaning of the federal securities laws. All statements, other than historical facts, that address activities that RSP assumes, plans, expects, believes, intends or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. The forward-looking statements are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events. These forward-looking statements involve certain risks and uncertainties that could cause the results to differ materially from those expected by the management of RSP. Information concerning these risks and other factors can be found in RSP’s filings with the Securities and Exchange Commission, including its Form 10-K, which can be obtained free of charge on the Securities and Exchange Commission’s web site are located at http://www.sec.gov. RSP undertakes no obligation to update or revise any forward-looking statement.

 

7



 

Statement of Operations

 

 

 

 

 

RSP Permian, Inc.

 

 

 

Predecessor

 

Pro Forma

 

 

 

Year Ended December

 

Three Months
Ended

 

Year Ended December

 

 

 

 31,

 

December 31,

 

31,

 

 

 

2013

 

2012

 

2013

 

2013

 

2012

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

(In thousands, except per share data)

 

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Oil sales

 

$

110,345

 

$

91,441

 

$

48,733

 

$

177,415

 

$

112,631

 

Natural gas sales

 

5,383

 

4,284

 

1,937

 

7,647

 

4,313

 

NGL sales

 

7,314

 

8,702

 

3145

 

11,644

 

10,565

 

Total revenues

 

$

123,042

 

$

104,427

 

$

53,815

 

$

196,706

 

$

127,509

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Lease operating expenses

 

$

14,664

 

$

12,854

 

$

6,372

 

$

23,218

 

$

15,710

 

Production and ad valorem taxes

 

8,326

 

7,575

 

4,546

 

13,236

 

9,389

 

Depreciation, depletion and amortization

 

47,158

 

48,803

 

16,180

 

80,487

 

65,701

 

Asset retirement obligation accretion

 

121

 

115

 

53

 

199

 

162

 

Impairments

 

 

 

 

 

 

Dry hole costs

 

 

 

1,157

 

 

 

General and administrative expenses

 

3,852

 

2,859

 

 

3,716

 

2,677

 

Total operating expenses

 

74,121

 

72,206

 

28,308

 

120,856

 

93,639

 

(Gain) on sale of assets

 

(22,700

)

(6,734

)

 

 

 

Operating income

 

$

71,621

 

$

38,955

 

$

25,507

 

$

75,850

 

$

33,870

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Other income

 

$

1,202

 

$

884

 

$

339

 

$

1,202

 

$

849

 

Loss on derivative instruments

 

(2,607

)

(796

)

758

 

(2,607

)

(796

)

Interest expense

 

(5,216

)

(3,474

)

(4,865

)

(10,890

)

(8,929

)

Total other income (expense)

 

$

(6,621

)

$

(3,386

)

$

(3,768

)

$

(12,295

)

$

(8,876

)

Income before taxes

 

65,000

 

35,569

 

21,739

 

63,555

 

24,994

 

Income tax (expense) benefit

 

(2,262

)

339

 

(7,637

)

(22,717

)

(8,554

)

Net Income

 

$

62,738

 

$

35,908

 

$

14,102

 

$

40,838

 

$

16,440

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share data (unaudited):

 

 

 

 

 

 

 

 

 

 

 

Net earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

 

 

 

 

 

$

0.56

 

$

0.23

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

 

 

 

 

 

72,500

 

72,500

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro Forma C Corporation Data (unaudited)(1):

 

 

 

 

 

 

 

 

 

 

 

Net income before taxes

 

$

62,738

 

 

 

 

 

 

 

 

 

Pro forma for income taxes

 

(22,586

)

 

 

 

 

 

 

 

 

Pro forma net income

 

$

40,152

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

73,345

 

$

72,803

 

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

(119,591

)

(113,220

)

 

 

 

 

 

 

Net cash provided by financing activities

 

8,248

 

81,583

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Financial Data:

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDAX(2) 

 

$

92,022

 

$

78,745

 

$

40,611

 

$

152,358

 

$

97,304

 

 

8



 


(1)         RSP Permian, L.L.C. was formed as a holding company in October 2010, and did not conduct any material business operations until December 2010. RSP Permian, Inc. is a C-Corp. under the Code, and is subject to income taxes. The Company computed a pro forma income tax provision for 2012 and 2013 as if RSP Permian, L.L.C. and Rising Star were subject to income taxes since January 1, 2012. For 2013 and 2012 comparative purposes, we have included pro forma financial data to give effect to income taxes assuming the earnings of the RSP Permian, L.L.C. and Rising Star had been subject to federal income tax as a C-Corp. since inception. The unaudited pro forma data is presented for informational purposes only and does not purport to project our results of operations for any future period or our financial position as of any future date. The pro forma tax provision has been calculated at a rate based upon a federal corporate level tax rate and a state tax rate, net of federal benefit, incorporating permanent differences.

(2)         Adjusted EBITDAX is a non-GAAP financial measure. For a definition of Adjusted EBITDAX and a reconciliation of Adjusted EBITDAX to net income, see “Use of Non-GAAP Financial Measures” below.

 

Use of Non-GAAP Financial Measures

 

We define Adjusted EBITDAX as net income (loss) before interest expense, income taxes, depreciation, depletion and amortization, exploration expense, (gains) losses on derivative instruments excluding net cash receipts (payments) on settled derivative instruments and premiums paid on put options that settled during the period, impairment of oil and natural gas properties, non-cash equity based compensation, asset retirement obligation accretion expense, gains and losses from the sale of assets and other non-cash operating items.

 

Management believes Adjusted EBITDAX is useful because it allows it to more effectively evaluate our operating performance and compare the results of our operations from period to period without regard to our financing methods or capital structure. We exclude the items listed above from net income in arriving at Adjusted EBITDAX because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDAX should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDAX are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDAX. Our computations of Adjusted EBITDAX may not be comparable to other similarly titled measures of other companies.

 

The following table presents a pro forma reconciliation of the non-GAAP financial measure of Adjusted EBITDAX to the GAAP financial measure of net income (loss).

 

9



 

 

 

Predecessor

 

Pro Forma

 

 

 

Year Ended
December 31,

 

Three Months
Ended
December 31,

 

Year Ended
December 31,

 

 

 

2013

 

2012

 

2013

 

2013

 

2012

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

(In thousands)

 

Adjusted EBITDAX reconciliation to net income:

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

62,738

 

$

35,908

 

$

14,102

 

$

40,838

 

$

16,440

 

Interest expense

 

5,216

 

3,474

 

4,865

 

10,890

 

8,929

 

Income tax expense (benefit)

 

2,262

 

(339

)

7,637

 

22,717

 

8,554

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization

 

47,158

 

48,803

 

16,180

 

80,487

 

65,701

 

Exploration expense

 

 

 

 

 

 

Loss on derivative instruments

 

2,607

 

796

 

(758

)

2,607

 

796

 

Net cash payments on settled derivative instruments

 

(886

)

(474

)

(344

)

(886

)

(474

)

Premiums paid for put options that settled during the period(1) 

 

(4,494

)

(2,804

)

(1,124

)

(4,494

)

(2,804

)

Impairments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash equity based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset retirement obligation accretion

 

121

 

115

 

53

 

199

 

162

 

Gain on sale of assets

 

(22,700

)

(6,734

)

 

 

 

Adjusted EBITDAX

 

$

92,022

 

$

78,745

 

$

40,611

 

$

152,358

 

97,304

 

 

Investor Contact:

 

Scott McNeill

Chief Financial Officer

214-252-2700

 

Investor Relations:

IR@rsppermian.com

214-252-2790

 

Source: RSP Permian, Inc.

 

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