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8-K - 8-K - Venoco, Inc.a15-9239_18k.htm

Exhibit 99.1

 

NEWS RELEASE

 

GRAPHIC

 

 

FOR IMMEDIATE RELEASE

 

VENOCO, INC. ANNOUNCES YEAR-END 2014 RESERVES AND 4th
QUARTER AND FULL-YEAR 2014 FINANCIAL

AND OPERATIONAL RESULTS

 

Net income of $120 million and Adjusted EBITDA of $119 million for the year

 

Announcement of Successful Completion of Series of Strategic Investment Transactions in April 2015

 

DENVER, COLORADO, April 16, 2015 /Marketwire/Venoco, Inc. (“Venoco”, the “company”, “we”, or “us”) today reported financial and operational results for the fourth quarter and full-year 2014.  The company reported net income for the year of $120 million on total revenues of $224 million.

 

Adjusted Earnings, which adjusts for unrealized derivative gains and losses and certain one-time charges, were $19 million for the year, and Adjusted EBITDA was $119 million.  Please see the end of this release for definitions of Adjusted Earnings and Adjusted EBITDA and a reconciliation of those measures to net income/loss.

 

Highlights include the following:

 

·                  Production of 2.7 million barrels of oil equivalent (MMBOE) for the year, or 7,406 BOE per day (BOE/d); excluding volumes contributed by the West Montalvo field properties which were sold in the fourth quarter of 2014, production for the year was 2.3 MMBOE or 6,233 BOE/d.

 

·                  Successful drilling and completion of a well in the Monterey 2 (M2) zone at the Sockeye field from Platform Gail.

 

·                  Continuation of our successful development program at the West Montalvo field, preceding the subsequent divestiture of the West Montalvo properties in order to support our deleveraging efforts.

 

1



 

·                  Proved reserves of 40.4 MMBOE as of December 31, 2014, having PV-10 of $734 million. Please see the end of this release for a definition of PV-10 and a reconciliation of this measure to standardized measure of discounted future net cash flows.

 

·                  Successful completion of a confirmation well in Coal Oil Point, an analogous but separate geologic structure in the South Ellwood field and located northeast of Platform Holly.

 

·                  Completion and acceptance by the California State Lands Commission of our application to adjust the lease line of our South Ellwood field.

 

“2014 was a remarkable year with respect to contrast and volatility,” said Mark DePuy, Venoco’s CEO. “We began the year with oil prices over $100 per barrel and a plan in place to execute on a vigorous drilling program at three of our major fields.  Out of the gate, however, we were faced with an unexpected and prolonged shutdown at South Ellwood due to a third-party pipeline repair, which delayed our drilling program considerably.   We initially focused our drilling efforts at West Montalvo, continuing a successful development program that we had pursued over the past couple of years. We then shifted attention towards the effort to sell the field in support of our corporate deleveraging efforts. We received excellent value for the property and were able to consummate the deal before oil markets declined very significantly. We also continued drilling at Platform Holly towards Coal Oil Point, confirming our discovery in 2013 and ultimately completing one of the most technical and challenging wells drilled by the company to date.  That was followed up later in the year by a successful drilling program at Platform Gail, where we drilled a successful Monterey well and proved up additional reserves.”

 

“By the end of the year, our entire industry was grappling to adjust to the new commodity price paradigm, and we were no different,” Mr. DePuy continued.  “We quickly took the necessary steps to weather the latest downturn and to strengthen our company in anticipation of an eventual return to growth, as evidenced by the engagement of some of the industry’s top financial and strategic advisors in the fourth quarter.”

 

“Today, we turn our focus ahead, having successfully completed a major transaction that went a long way towards boosting liquidity and improving our balance sheet,” Mr. DePuy added. “While we’re pleased with the recent financing round, we’ll continue to seek out further opportunities for capital structure improvements, acquisitions, and growth.”

 

Fourth Quarter and Full-Year Production

 

Production in the fourth quarter of 2014 was 6,612 BOE/d compared to 7,344 BOE/d in the third quarter of 2014 and 8,511 BOE/d in the fourth quarter of 2013. Pro forma for the sale of the West Montalvo, production was 6,158 BOE/d in the fourth quarter of 2014, 6,013 BOE/d in the third quarter of 2014, and 7,027 BOE/d in the fourth quarter of 2013. Production for the full year 2014 was 7,406 BOE/d compared to 9,499 BOE/d in 2013.  Pro forma for West Montalvo, production was 6,233 BOE/d in 2014 compared to 7,606 BOE/d in 2013, which is also pro forma for the sale of certain Sacramento Basin properties in 2013.

 

2



 

“Compared to the third quarter of 2014, our fourth quarter 2014 production was boosted by the successful drilling efforts at Platform Holly and Platform Grace, despite some continued downhole wellbore communication issues at Platform Holly,” said Mr. DePuy.  “However, production has remained relatively flat through the first part of 2015, and we believe the South Ellwood field decline as a result of the communication has moderated considerably.”

 

The following table details the company’s daily production by region (BOE(1)/d):

 

 

 

 

 

 

 

 

 

Full Year(2)

 

 

 

4Q 2013

 

3Q 2014

 

4Q 2014

 

2013

 

2014

 

Southern California (excl. W. Montalvo)

 

7,027

 

6,013

 

6,158

 

7,606

 

6,233

 

West Montalvo

 

1,484

 

1,331

 

454

 

1,614

 

1,173

 

Sacramento Basin

 

 

 

 

279

 

 

Total Venoco

 

8,511

 

7,344

 

6,612

 

9,499

 

7,406

 

 


(1)         Barrel of oil equivalent (BOE) is calculated using the ratio of six Mcf of natural gas to one barrel of crude oil, condensate or natural gas liquids.

 

(2)         2013 production from the Sacramento Basin relates to properties that were held in escrow pending the receipt of consents regarding the transfer of ownership.  As of May 1, 2013, title to all properties included in the sale on December 31, 2012 had been transferred.

 

Fourth Quarter and Full-Year Costs

 

Venoco’s fourth quarter 2014 lease operating expenses were $27.07 per BOE compared to $26.96 per BOE in the third quarter. Pro forma for the West Montalvo sale, fourth quarter 2014 lease operating expenses were $28.07 per BOE compared to $27.10 in the third quarter. The increase in lease operating expenses per BOE was primarily due to higher non-recurring surface and subsurface costs at South Ellwood and Sockeye.   Full-year 2014 lease operating expenses were $26.77 per BOE compared to $22.44 per BOE for the full-year 2013.  Pro forma for the West Montalvo and Sacramento Basin field sales, full-year 2014 lease operating expenses were $27.75 per BOE compared to $23.89 per BOE for the full-year 2013.  On an absolute basis, pro forma for the West Montalvo and Sacramento Basin field sales, full-year 2014 lease operating expenses were $63 million, down from $66 million for the full-year 2013.

 

Venoco’s G&A costs were $922,000 in the fourth quarter of 2014, $1.4 million in the third quarter of 2014, $19.9 million for 2014 as a whole and $50.4 million in 2013.  On a per BOE basis, Venoco’s fourth quarter 2014 G&A costs, excluding non-cash share-based compensation, were $6.18 per BOE, down from $7.29 per BOE in the third quarter. Excluding production from the West Montalvo field, fourth quarter 2014 G&A costs, excluding non-cash share-based compensation, were $6.64 per BOE, down from $8.91 per BOE in the third quarter 2014. The company’s full-year 2014 G&A costs, excluding the severance costs related to the sale of the West Montalvo field and non-cash share-based compensation, were $8.39 per BOE, down from $11.75 per BOE for the full-year 2013.  Excluding production from the West Montalvo field, full-year 2014 G&A costs excluding non-cash share-based compensation were $9.97 per BOE, down from $14.67 per BOE for full-year 2013, which also excludes production from the Sacramento Basin properties held in escrow.

 

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Property and production taxes for the full-year 2014 were $2.82 per BOE compared to $1.02 per BOE in 2013. Pro forma for the sale of West Montalvo, full-year 2014 property and production taxes were $2.94 per BOE compared to $0.91 per BOE for full-year 2013, which is also pro forma for the Sacramento Basin properties held in escrow. The increase is due primarily to higher supplemental and ad valorem taxes.

 

 

 

Quarter Ended

 

Year Ended

 

UNAUDITED (per BOE)

 

12/31/13

 

9/30/14

 

12/31/14

 

12/31/13

 

12/31/14

 

Lease Operating Expenses

 

$

29.46

 

$

26.96

 

$

27.07

 

$

22.44

 

$

26.77

 

Property and Production Taxes

 

1.86

 

3.14

 

2.44

 

1.02

 

2.82

 

DD&A Expense

 

15.72

 

17.39

 

15.35

 

14.09

 

16.31

 

G&A Expense (1) 

 

14.31

 

7.29

 

6.18

 

11.75

 

8.39

 

 


(1)         Net of amounts capitalized and excluding non-cash share-based compensation costs, and severance costs associated with the sale of our West Montalvo and Sacramento Basin assets.  See the end of this release for a reconciliation of G&A per BOE.

 

Capital Investment 2014

 

Venoco’s 2014 capital expenditures for exploration, exploitation, development and other spending were $77 million, including $62 million for drilling and rework activities, $4 million for facilities, and the remaining $11 million for land, seismic and capitalized G&A.

 

In 2014, the company spent $73 million or 95% of its capital expenditures on its Southern California legacy fields. During the year, Venoco drilled one well at the Coal Oil Point structure in the South Ellwood field, which is located on the north east side of the field. The lowest zone of the well tested wet, but in August, we completed a higher zone of the well, which proved to be hydrocarbon bearing and was placed on initial production on August 20, 2014.  As of December 31, 2014 this zone was producing approximately 440 Bbls/d.

 

In the Sockeye field, we performed one recompletion and drilled one development well in the M2 zone from Platform Gail. The well began producing on October 15, 2014 and initially produced approximately 610 Bbls/d.

 

In 2014, the company had onshore Monterey capital expenditures of $4 million or 5% of its total 2014 capital expenditures. Over the year, the company concentrated on the Sevier area, with capital expenditures primarily on recompletion work and on leasehold, facilities and capitalized G&A.

 

In the West Montalvo field, we drilled and completed two new well locations and concluded the drilling and completion of two wells that were spud in 2013 prior to selling the property in October, 2014.

 

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“In light of the weakened commodities markets, we have significantly reduced our capital program in 2015 compared to prior years. We remain poised to initiate development drilling activities should economic or market conditions improve,” Mr. DePuy added. “Our current capital expenditure budget for 2015 is about $18 million with the focus primarily on operational improvements, regulatory, health, safety and environmental compliance and advancing some of our significant future long-lead projects.”

 

“We’ve also enacted comprehensive expense reduction programs across our assets,” Mr. DePuy added. “Our increased focus on optimizing our operational efficiencies will also help us manage the macro environment and also preserve liquidity.”

 

Reserves Review

 

The company’s year-end 2014 total proved reserves were 40.4 million BOE, compared to year-end 2013 reserves of 53.1 million BOE.

 

The company’s 2014 roll forward of proved reserves is as follows:

 

2014 Reserve Roll forward

 

MBOE(1)

 

Beginning of the year reserves

 

53,060

 

Revisions of previous estimates

 

(3,361

)

Extensions and discoveries

 

281

 

Purchases of reserves in place

 

 

Production

 

(2,703

)

Sales of reserves in place

 

(6,895

)

End of year reserves

 

40,382

 

 

 

 

 

Proved developed reserves:

 

 

 

Beginning of year

 

36,240

 

End of year

 

27,777

 

 


(1)         Barrel of oil equivalent (BOE) is calculated using the ratio of six Mcf of natural gas to one barrel of crude oil, condensate or natural gas liquids.

 

The company’s 40.4 MMBOE of reserves, and the $734 million pre-tax PV-10 value of those reserves, is based on the year-end 2014 reserve report using SEC benchmark pricing of constant WTI Oil price of $94.99 per barrel and constant Henry Hub Gas price of $4.35 per MMBTU.

 

The following table details the company’s reserve categories and PV-10 for the last three years:

 

5



 

Net Proved Reserves (end of period)

 

2012

 

2013

 

2014

 

Oil (MBbls)

 

 

 

 

 

 

 

Developed

 

35,115

 

34,508

 

26,287

 

Undeveloped

 

15,320

 

16,266

 

12,273

 

Total

 

50,435

 

50,774

 

38,560

 

 

 

 

 

 

 

 

 

Natural Gas (MMcf)

 

 

 

 

 

 

 

Developed

 

7,255

 

10,394

 

8,941

 

Undeveloped

 

3,595

 

3,322

 

1,992

 

Total

 

10,850

 

13,716

 

10,933

 

 

 

 

 

 

 

 

 

Total Proved Reserves (MBOE)(1)

 

52,243

 

53,060

 

40,382

 

 

 

 

 

 

 

 

 

PV-10 ($000)

 

 

 

 

 

 

 

Developed

 

$

1,076,145

 

$

1,008,760

 

$

495,231

 

Undeveloped

 

433,588

 

449,142

 

239,082

 

Total

 

$

1,509,733

 

$

1,457,902

 

$

734,313

 

 


(1)         Barrel of oil equivalent (BOE) is calculated using the ratio of six Mcf of natural gas to one barrel of crude oil, condensate or natural gas liquids.

 

Investor Presentation

 

In order to provide an update to investors and other interested parties, a Venoco Corporate Presentation has been uploaded to the Events & Presentations page under the Investor Relations section of the company’s website at http://www.venocoinc.com.

 

About the Company

 

Venoco is an independent energy company primarily engaged in the acquisition, exploitation and development of oil and natural gas properties primarily in California.  Venoco operates three offshore platforms in the Santa Barbara Channel, has non-operated interests in three other platforms and operates onshore properties in Southern California.

 

Forward-looking Statements

 

Statements made in this news release relating to Venoco’s future production, capital expenditures and development projects, and all other statements except statements of historical fact, are forward-looking statements. Forward-looking statements herein include those relating to future development and other opportunities, capital expenditure plans and future liquidity. These statements are based on assumptions and estimates that management believes are reasonable based on currently available information; however, management’s assumptions and the company’s future performance are both subject to a wide range of business risks and uncertainties and there is no assurance that these goals

 

6



 

and projections can or will be met. Any number of factors could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, the timing and extent of changes in oil and gas prices, the timing and results of drilling and other development activities, the availability and cost of obtaining drilling equipment and technical personnel, risks associated with the availability of acceptable transportation arrangements and the possibility of unanticipated operational problems, delays in completing production, treatment and transportation facilities, higher than expected production costs and other expenses, pipeline curtailments by third parties, and a potential inability to complete transactions as anticipated. The company’s projects are subject to numerous operating, geological and other risks and may not be successful. All forward-looking statements are made only as of the date hereof and the company undertakes no obligation to update any such statement. Further information on risks and uncertainties that may affect the company’s operations and financial performance, and the forward-looking statements made herein, is available in the company’s filings with the Securities and Exchange Commission, which are incorporated by this reference as though fully set forth herein.

 

For further information, please contact Zach Shulman, Investor Relations, (303) 583-1637; http://www.venocoinc.com; E-Mail investor@venocoinc.com.

 

Source: Venoco, Inc.

/////

 

7



 

OIL AND NATURAL GAS PRODUCTION AND PRICES

 

 

 

Quarter Ended

 

Quarter Ended

 

Year Ended

 

UNAUDITED

 

9/30/14

 

12/31/14

 

%
Change

 

12/31/13

 

12/31/14

 

%
Change

 

12/31/13

 

12/31/14

 

%
Change

 

Production Volume:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil (MBbls) (1) 

 

642

 

578

 

-10

%

731

 

578

 

-21

%

3,180

 

2,555

 

-20

%

Natural Gas (MMcf)

 

202

 

181

 

-10

%

312

 

181

 

-42

%

1,724

 

883

 

-49

%

MBOE

 

676

 

608

 

-10

%

783

 

608

 

-22

%

3,467

 

2,702

 

-22

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daily Average Production Volume:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil (Bbls/d)

 

6,980

 

6,283

 

-10

%

7,946

 

6,283

 

-21

%

8,712

 

7,002

 

-20

%

Natural Gas (Mcf/d)

 

2,196

 

1,976

 

-10

%

3,391

 

1,976

 

-42

%

4,723

 

2,422

 

-49

%

BOE/d

 

7,346

 

6,612

 

-10

%

8,511

 

6,612

 

-22

%

9,499

 

7,406

 

-22

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil Price per Barrel Produced (in dollars):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized price before hedging

 

$

87.84

 

$

61.37

 

-30

%

$

90.55

 

$

61.37

 

-32

%

$

95.79

 

$

85.68

 

-11

%

Realized hedging gain (loss)

 

(2.15

)

16.26

 

-856

%

(5.63

)

16.26

 

-389

%

(7.66

)

(0.01

)

-100

%

Net realized price

 

$

85.69

 

$

77.63

 

-9

%

$

84.92

 

$

77.63

 

-9

%

$

88.13

 

$

85.67

 

-3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural Gas Price per Mcf (in dollars):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized price before hedging

 

$

4.98

 

$

4.45

 

-11

%

$

4.48

 

$

4.45

 

-1

%

$

4.06

 

$

5.29

 

30

%

Realized hedging gain (loss)

 

0.11

 

0.52

 

373

%

 

0.52

 

0

%

 

0.13

 

0

%

Net realized price

 

$

5.09

 

$

4.97

 

-2

%

$

4.48

 

$

4.97

 

11

%

$

4.06

 

$

5.42

 

33

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense per BOE (in dollars):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease operating expenses

 

$

26.96

 

$

27.07

 

0

%

$

29.46

 

$

27.07

 

-8

%

$

22.44

 

$

26.77

 

19

%

Production and property taxes

 

$

3.14

 

$

2.44

 

-22

%

$

1.86

 

$

2.44

 

31

%

$

1.02

 

$

2.82

 

176

%

Transportation expenses

 

$

0.08

 

$

0.07

 

-13

%

$

0.06

 

$

0.07

 

17

%

$

0.05

 

$

0.07

 

40

%

Depreciation, depletion and amortization

 

$

17.39

 

$

15.35

 

-12

%

$

15.72

 

$

15.35

 

-2

%

$

14.09

 

$

16.31

 

16

%

General and administrative (2) 

 

$

2.00

 

$

1.52

 

-24

%

$

25.15

 

$

1.52

 

-94

%

$

14.54

 

$

7.37

 

-49

%

Interest expense

 

$

20.17

 

$

20.86

 

3

%

$

16.84

 

$

20.86

 

24

%

$

18.78

 

$

19.47

 

4

%

 


(1)          Amounts shown are oil production volumes for offshore properties and sales volumes for onshore properties (differences between onshore production and sales volumes are minimal). Revenue accruals are adjusted for actual sales volumes since offshore oil inventories can vary significantly from month to month based on pipeline inventories, and oil pipeline sales nominations.

 

(2)          Net of amounts capitalized.

 

-  more -

 

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Quarter Ended

 

Quarter Ended

 

Year Ended

 

UNAUDITED (In thousands)

 

9/30/14

 

12/31/14

 

12/31/13

 

12/31/14

 

12/31/13

 

12/31/14

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and natural gas sales

 

$

57,242

 

$

35,709

 

$

66,269

 

$

35,709

 

$

313,373

 

$

222,052

 

Other

 

609

 

613

 

666

 

613

 

4,129

 

2,157

 

Total revenues

 

57,851

 

36,322

 

66,935

 

36,322

 

317,502

 

224,209

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease operating expense

 

18,225

 

16,459

 

23,067

 

16,459

 

77,786

 

72,337

 

Property and production taxes

 

2,124

 

1,481

 

1,459

 

1,481

 

3,521

 

7,611

 

Transportation expense

 

51

 

44

 

48

 

44

 

181

 

201

 

Depletion, depreciation and amortization

 

11,759

 

9,335

 

12,311

 

9,335

 

48,840

 

44,064

 

Impairment

 

 

 

 

 

 

817

 

Accretion of asset retirement obligation

 

629

 

639

 

611

 

639

 

2,477

 

2,491

 

General and administrative

 

1,352

 

922

 

19,695

 

922

 

50,403

 

19,926

 

Total expenses

 

34,140

 

28,880

 

57,191

 

28,880

 

183,208

 

147,447

 

Income from operations

 

23,711

 

7,442

 

9,744

 

7,442

 

134,294

 

76,762

 

FINANCING COSTS AND OTHER:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

13,635

 

12,683

 

13,185

 

12,683

 

65,114

 

52,609

 

Amortization of deferred loan costs

 

887

 

685

 

818

 

685

 

3,705

 

3,268

 

Loss on extinguishment of debt

 

 

2,347

 

465

 

2,347

 

38,549

 

2,347

 

Commodity derivative realized (gains) losses

 

1,355

 

(9,493

)

4,118

 

(9,493

)

28,128

 

(83

)

Commodity derivative unrealized (gains) losses and amortization of derivative premiums

 

(31,691

)

(78,885

)

10,926

 

(78,885

)

(15,521

)

(101,816

)

Total financing costs and other

 

(15,814

)

(72,663

)

29,512

 

(72,663

)

119,975

 

(43,675

)

Income (loss) before taxes

 

39,525

 

80,105

 

(19,768

)

80,105

 

14,319

 

120,437

 

Income tax provision (benefit)

 

 

 

 

 

 

 

Net income (loss)

 

$

39,525

 

$

80,105

 

$

(19,768

)

$

80,105

 

$

14,319

 

$

120,437

 

 

9



 

CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION

 

UNAUDITED ($ in thousands)

 

12/31/13

 

12/31/14

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

828

 

$

15,455

 

Accounts receivable

 

23,737

 

14,912

 

Inventories

 

5,166

 

3,370

 

Other current assets

 

4,587

 

4,715

 

Commodity derivatives

 

340

 

48,298

 

Total current assets

 

34,658

 

86,750

 

Net property, plant and equipment

 

662,629

 

488,514

 

Total other assets

 

17,569

 

40,990

 

TOTAL ASSETS

 

$

714,856

 

$

616,254

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

32,966

 

$

20,535

 

Interest payable

 

17,408

 

17,329

 

Income taxes payable

 

 

 

Commodity derivatives

 

13,464

 

 

Share based compensation

 

20,723

 

2,236

 

Total current liabilities

 

84,561

 

40,100

 

LONG-TERM DEBT

 

705,000

 

565,000

 

DEFERRED INCOME TAXES

 

 

 

COMMODITY DERIVATIVES

 

10,601

 

 

ASSET RETIREMENT OBLIGATIONS

 

35,982

 

30,351

 

SHARE BASED COMPENSATION

 

16,721

 

648

 

Total liabilities

 

852,865

 

636,099

 

Total stockholders’ equity

 

(138,009

)

(19,845

)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

714,856

 

$

616,254

 

 

10



 

GAAP RECONCILIATIONS

 

Adjusted Earnings and Adjusted EBITDA

 

In addition to net income (loss) determined in accordance with GAAP, we have provided in this release our Adjusted Earnings and Adjusted EBITDA for recent periods.  Both Adjusted Earnings and Adjusted EBITDA are non-GAAP financial measures that we use as supplemental measures of our performance.

 

We define Adjusted Earnings as net income (loss) before the effects of the items listed in the table below.  We calculate the tax effect of reconciling items by re-performing our period-end tax calculation excluding the reconciling items from earnings.  The difference between this calculation and the tax expense/benefit recorded for the period results in the tax effect disclosed below.  We believe that Adjusted Earnings facilitates comparisons to earnings forecasts prepared by stock analysts and other third parties. Such forecasts generally exclude the effects of items that are difficult to predict or to measure in advance and are not directly related to our ongoing operations.

 

We define Adjusted EBITDA as net income (loss) before the effects of the items listed in the table below.  Because the use of Adjusted EBITDA facilitates comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning and analysis purposes, in assessing acquisition opportunities and in determining how potential external financing sources are likely to evaluate our business.

 

We present Adjusted Earnings and Adjusted EBITDA because we consider them to be important supplemental measures of our performance.  Neither Adjusted Earnings nor Adjusted EBITDA is a measurement of our financial performance under GAAP and neither should be considered as an alternative to net income (loss), operating income or any other performance measure derived in accordance with GAAP, as an alternative to cash flow from operating activities or as a measure of our liquidity. You should not assume that the Adjusted Earnings or Adjusted EBITDA amounts shown are comparable to similarly named measures disclosed by other companies.

 

 

 

Quarter Ended

 

Year Ended

 

UNAUDITED ($ in thousands)

 

12/31/13

 

9/30/14

 

12/31/14

 

12/31/13

 

12/31/14

 

Adjusted Earnings Reconciliation

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

(19,768

)

$

39,525

 

$

80,105

 

$

14,319

 

$

120,437

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

Unrealized commodity (gains) losses

 

9,908

 

(32,895

)

(80,088

)

(19,523

)

(106,631

)

One-Time Severance Costs

 

 

 

(208

)

 

2,816

 

Loss on extinguishment of debt

 

465

 

 

2,347

 

38,549

 

2,347

 

Tax effects

 

 

 

 

 

 

Adjusted Earnings

 

$

(9,395

)

$

6,630

 

$

2,156

 

$

33,345

 

$

18,969

 

 

11



 

 

 

Quarter Ended

 

Year Ended

 

UNAUDITED ($ in thousands)

 

12/31/13

 

9/30/14

 

12/31/14

 

12/31/13

 

12/31/14

 

Adjusted EBITDA Reconciliation

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

(19,768

)

$

39,525

 

$

80,105

 

$

14,319

 

$

120,437

 

Interest expense

 

13,185

 

13,635

 

12,683

 

65,114

 

52,609

 

Income taxes

 

 

 

 

 

 

DD&A

 

12,311

 

11,759

 

9,335

 

48,840

 

44,064

 

Impairment

 

 

 

 

 

817

 

Accretion of asset retirement obligation

 

611

 

629

 

639

 

2,477

 

2,491

 

Amortization of deferred loan costs

 

818

 

887

 

685

 

3,705

 

3,268

 

Loss on extinguishment of debt

 

465

 

 

2,347

 

38,549

 

2,347

 

Share-based compensation

 

8,492

 

(4,801

)

(5,051

)

9,680

 

(8,942

)

Restructuring Costs

 

 

 

535

 

 

535

 

One-Time Severance Costs

 

 

 

(208

)

 

2,816

 

Amortization of derivative premiums

 

1,018

 

1,204

 

1,203

 

4,002

 

4,815

 

Unrealized commodity derivative (gains) losses

 

9,908

 

(32,895

)

(80,088

)

(19,523

)

(106,631

)

Adjusted EBITDA

 

$

27,040

 

$

29,943

 

$

22,185

 

$

167,163

 

$

118,626

 

 

We also provide per BOE G&A expenses excluding  severance costs related to the asset sales and non-cash share-based compensation charges.  We believe that these non-GAAP measures are useful in that the items excluded do not represent cash expenses directly related to our ongoing operations.  These non-GAAP measures should not be viewed as an alternative to per BOE G&A expenses as determined in accordance with GAAP.

 

 

 

Quarter Ended

 

Year Ended

 

UNAUDITED ($ in thousands, except per BOE amounts)

 

12/31/13

 

9/30/14

 

12/31/14

 

12/31/13

 

12/31/14

 

G&A per BOE Reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

G&A expense

 

$

19,695

 

$

1,352

 

$

922

 

$

50,403

 

$

19,926

 

Less:

 

 

 

 

 

 

 

 

 

 

 

Non-cash share-based compensation expense

 

(8,492

)

3,574

 

2,837

 

(9,680

)

5,761

 

One-Time Severance Costs

 

 

 

 

 

(3,024

)

G&A Expense Excluding Share-Based Comp and Severance Costs

 

11,203

 

4,926

 

3,759

 

40,723

 

22,663

 

MBOE

 

783

 

676

 

608

 

3,467

 

2,702

 

G&A Expense per BOE Excluding Share-Based Comp and Severance Costs

 

$

14.31

 

$

7.29

 

$

6.18

 

$

11.75

 

$

8.39

 

MBOE excluding production from Sold Assets

 

645

 

553

 

566

 

2,773

 

2,271

 

G&A Expense per BOE Excluding Non-Cash Share-Based Comp -Excluding Production from Sold Assets

 

$

17.37

 

$

8.91

 

$

6.64

 

$

14.69

 

$

9.98

 

 

12



 

PV-10

 

The present value of future net cash flows (PV-10 value) is a non-GAAP measure because it excludes income tax effects. Management believes that before-tax cash flow amounts are useful for evaluative purposes since future income taxes, which are affected by a company’s unique tax position and strategies, can make after-tax amounts less comparable. We derive PV-10 value based on the present value of estimated future revenues to be generated from the production of proved reserves, net of estimated production and future development costs and future plugging and abandonment costs, using the arithmetic twelve-month average of the first of the month prices without giving effect to hedging activities or future escalation, and costs as of the date of estimate without future escalation, excluding non-property related expenses such as general and administrative expenses, debt service and depreciation, depletion, amortization and impairment and income taxes, and discounted using an annual discount rate of 10%.

 

The following table reconciles the standardized measure of future net cash flows to PV-10 value (in thousands):

 

UNAUDITED ($ in thousands)

 

12/31/2012

 

12/31/2013

 

12/31/2014

 

 

 

 

 

 

 

 

 

Standardized measure of discounted future net cash flows

 

$

1,157,452

 

$

1,153,717

 

$

648,154

 

Add: Present value of future income tax discounted at 10%

 

352,281

 

304,185

 

38,270

 

PV-10 at year end SEC prices

 

$

1,509,733

 

$

1,457,902

 

$

734,313

 

 

- end -

 

13