Attached files

file filename
8-K - 8-K - Breitburn Energy Partners LPa8kq32015earningsrelease8-k.htm
Exhibit 99.1

Breitburn Energy Partners Reports Third Quarter 2015 Results

LOS ANGELES, November 5, 2015 - Breitburn Energy Partners LP (NASDAQ:BBEP) today announced financial and operating results for the third quarter 2015.

Key Highlights

Reported third quarter total production of 5 MMBoe, in line with Breitburn's guidance.
Reported pre-tax lease operating expenses of $99.3 million, or $19.83 per Boe, in line with Breitburn's guidance.
Reported Adjusted EBITDA, a non-GAAP financial measure, of $156.3 million.
Reported G&A expenses, excluding unit-based compensation, of $16.9 million in the third quarter compared to $16.8 million in the second quarter.  Excluding $3.1 million of integration and acquisition costs in the third quarter and $2.7 million of integration and acquisition costs in the second quarter, G&A expenses improved to $2.76 per Boe in the third quarter compared to $2.81 per Boe in the second quarter.
Reported distributable cash flow of $51.5 million, or $0.24 per common unit, and distribution coverage ratio of 1.9x based on current monthly distribution of $0.04166 per common unit, or $0.50 per common unit on an annualized basis.
Based on Breitburn's current commodity hedge portfolio and assuming second half 2015 guidance production rate, total estimated production is 77% hedged for the remainder of 2015, 72% in 2016, and 45% in 2017 at attractive prices. The estimated value of Breitburn's commodity hedge portfolio was approximately $668 million as of September 30th.
Borrowing base of $1.8 billion on bank credit facility remains unchanged through April 2016, resulting in liquidity of approximately $526 million as of quarter end.
 
Management Commentary
 
Halbert S. Washburn, Breitburn’s Chief Executive Officer, said: "I am pleased with our third straight quarter of solid operating results since we acquired QR Energy last November.  Our production is on track to achieve our 20 million Boe full year 2015 production target with our reduced $200 million capital program.  We remain focused on reducing our lease operating and G&A expenses, and those third quarter results are in line with our expectations.  Earlier this year, we laid out a strategy of operating within our cash flow, reducing and high grading capital spending, lowering operating and G&A costs, decreasing debt, and increasing liquidity, and we continue to execute on all aspects of our plan."
 
Third Quarter 2015 Operating and Financial Results Compared to Second Quarter 2015

Total production was 5,008 MBoe in the third quarter of 2015 compared to 5,015 MBoe in the second quarter of 2015. Average daily production was 54.4 MBoe/day in the third quarter of 2015 compared to 55.1 MBoe/day in the second quarter of 2015.
Oil production decreased to 2,741 MBbl compared to 2,822 MBbl in the second quarter of 2015.
NGL production increased to 485 MBbl compared to 483 MBbl in the second quarter of 2015.
Natural gas production increased to 10,689 MMcf compared to 10,264 MMcf in the second quarter of 2015.
Adjusted EBITDA was $156.3 million in the third quarter of 2015 compared to $162.9 million (including $1.1 million of restructuring costs) in the second quarter of 2015, a 4% decrease primarily due to lower commodity prices, lower oil production, and one less Florida oil shipment, partially offset by higher commodity derivative settlements and higher gas production.
Net loss attributable to common unitholders was $1,339 million, or $6.17 per diluted common unit, in the third quarter of 2015, which included non-cash impairments of long-lived assets of $1,440 million, or $6.80 per unit, primarily related to the impact of the drop in commodity prices on our projected net revenues for certain of our oil and gas properties, compared to net loss of $316.2 million, or $1.46 per diluted common unit, in the second quarter of 2015, which included a non-cash goodwill impairment charge of approximately $95.9 million, or $0.45 per unit.
Oil, NGL and natural gas sales revenues were $153.3 million in the third quarter of 2015 compared to $189.6 million in the second quarter of 2015, primarily reflecting lower realized oil and NGL prices, lower oil production, and one less Florida oil shipment, partially offset by higher gas production.
Lease operating expenses, which include district expenses, processing fees and transportation costs but exclude taxes, were $19.83 per Boe in the third quarter of 2015 compared to $18.72 per Boe in the second quarter of 2015, a 6% increase primarily due to additional spending of $5 million for a well reactivation program in the Midland Basin.

1


General and administrative expenses, excluding non-cash unit-based compensation costs, were $16.9 million in the third quarter of 2015 compared to $16.8 million in the second quarter of 2015.  Excluding $3.1 million of integration and acquisition costs in the third quarter and $2.7 million of integration and acquisition costs in the second quarter, G&A expenses improved to $13.8 million, or $2.76 per Boe, in the third quarter compared to $14.1 million, or $2.81 per Boe, in the second quarter.
Gains on commodity derivative instruments were $253 million in the third quarter of 2015 compared to losses of $93.4 million in the second quarter of 2015, primarily due to a decrease in oil and natural gas futures prices during the third quarter of 2015. Derivative instrument settlement receipts were $129 million in the third quarter of 2015 compared to receipts of $100.6 million in the second quarter of 2015, primarily due to lower oil prices.
NYMEX WTI oil spot prices averaged $46.64 per Bbl and Brent oil spot prices averaged $50.41 per Bbl in the third quarter of 2015 compared to $57.85 per Bbl and $61.65 per Bbl, respectively, in the second quarter of 2015. Henry Hub natural gas spot prices averaged $2.76 per Mcf in the third quarter of 2015 compared to $2.75 per Mcf in the second quarter of 2015.
Average realized crude oil, NGL and natural gas prices, excluding the effects of commodity derivative settlements, were $43.38 per Bbl, $12.44 per Bbl and $2.76 per Mcf, respectively, in the third quarter of 2015 compared to $53.29 per Bbl, $18.35 per Bbl and $2.57 per Mcf, respectively, in the second quarter of 2015.
Oil, NGL and natural gas capital expenditures were $46 million in the third quarter of 2015 compared to $58 million in the second quarter of 2015.
Distributable cash flow, a non-GAAP financial measure, was $51.5 million in the third quarter of 2015 compared to $58.5 million in the second quarter of 2015.



Impact of Derivative Instruments
 
Breitburn uses commodity derivative instruments to mitigate risks associated with commodity price volatility and to help maintain cash flows for operating activities, acquisitions, capital expenditures and distributions. Breitburn does not enter into derivative instruments for speculative trading purposes. Since Breitburn does not use hedge accounting to account for its derivative instruments, changes in the fair value of derivative instruments are recorded in Breitburn’s earnings during each reporting period. These non-cash changes in the fair value of derivatives do not affect Adjusted EBITDA, cash flow from operations, distributable cash flow or Breitburn’s ability to pay cash distributions for the reporting periods presented.



2


Production, Statement of Operations, and Realized Price Information

The following table presents production, selected income statement and realized price information for the three months ended September 30, 2015 and 2014, and the three months ended June 30, 2015:
 
 
Three Months Ended
 
 
September 30,
 
June 30,
 
September 30,
Thousands of dollars, except as indicated
 
2015
 
2015
 
2014
Oil sales
 
$
117,743

 
$
154,425

 
$
176,986

NGL sales
 
6,032

 
8,861

 
9,582

Natural gas sales
 
29,550

 
26,350

 
29,578

Gain (loss) on commodity derivative instruments
 
253,012

 
(93,432
)
 
146,171

Other revenues, net (a)
 
5,922

 
6,504

 
1,585

    Total revenues
 
$
412,259

 
$
102,708

 
$
363,902

Lease operating expenses before taxes (b)
 
$
99,318

 
$
93,858

 
$
62,714

Production and property taxes (c)
 
13,249

 
15,348

 
16,327

    Total lease operating expenses
 
112,567

 
109,206

 
79,041

Purchases and other operating costs
 
367

 
421

 
102

Salt water disposal costs
 
4,205

 
4,053

 

Change in inventory
 
(2,004
)
 
2,157

 
3,761

    Total operating costs
 
$
115,135

 
$
115,837

 
$
82,904

Lease operating expenses before taxes per Boe (b)
 
$
19.83

 
$
18.72

 
$
18.70

Production and property taxes per Boe (c)
 
2.65

 
3.06

 
4.87

Total lease operating expenses per Boe
 
$
22.48

 
$
21.78

 
$
23.57

General and administrative expenses (excluding non-cash unit-based compensation)
 
$
16,916

 
$
16,778

 
$
12,908

Net (loss) income attributable to the partnership
 
$
(1,327,929
)
 
$
(305,707
)
 
$
130,643

Less: Distributions to Series A preferred unitholders
 
4,125

 
4,125

 
4,125

Less: Non-cash distributions to Series B preferred unitholders
 
7,145

 
6,408

 

Less: Net (loss) income attributable to participating units
 
(31,662
)
 
(7,858
)
 
1,868

Net (loss) income attributable to common unitholders
 
$
(1,307,537
)
 
$
(308,382
)
 
$
124,650

 
 
 
 
 
 
 
Total production (MBoe) (d)
 
5,008

 
5,015

 
3,353

     Oil (MBbl)
 
2,741

 
2,822

 
1,904

     NGLs (MBbl)
 
485

 
483

 
253

     Natural gas (MMcf)
 
10,689

 
10,264

 
7,178

Average daily production (Boe/d)
 
54,435

 
55,110

 
36,450

Sales volumes (MBoe) (e)
 
4,980

 
5,089

 
3,412

Average realized sales price (per Boe) (f) (g)
 
$
30.78

 
$
37.24

 
$
63.33

Oil (per Bbl) (f) (g)
 
43.38

 
53.29

 
90.12

NGLs (per Bbl) (f)
 
12.44

 
18.35

 
37.87

Natural gas (per Mcf) (f)
 
$
2.76

 
$
2.57

 
$
4.12

(a)
Includes revenue from the East Texas Salt Water Disposal System of $4.1 million, $4.0 million and zero for the three months ended September 30, 2015, June 30, 2015, and September 30, 2014, respectively.
(b)
Includes district expenses, processing fees and transportation costs.
(c)
Includes ad valorem and severance taxes.
(d)
Natural gas is converted on the basis of six Mcf of gas per one Bbl of oil equivalent. This ratio reflects an energy content equivalency and not a price or revenue equivalency. Given commodity price disparities, the price for a Bbl of oil equivalent for natural gas is significantly less than the price for a Bbl of oil.
(e)
Oil sales were 2,713 MBbl, 2,896 MBbl and 1,964 MBbl for the three months ended September 30, 2015, June 30, 2015 and September 30, 2014, respectively.
(f)
Excludes the effect of commodity derivative settlements.
(g)
Includes the per Boe effect of crude oil purchases.


3



Non-GAAP Financial Measures

This press release, including the financial tables and other supplemental information, including the reconciliations of certain non-generally accepted accounting principles (“non-GAAP”) measures to their nearest comparable generally accepted accounting principles (“GAAP”) measures, may be used periodically by management when discussing Breitburn’s financial results with investors and analysts, and they are also available at www.breitburn.com.

“Adjusted EBITDA” and “distributable cash flow” are among the non-GAAP financial measures used in this press release. These non-GAAP financial measures should not be considered as alternatives to GAAP measures such as net income, operating income, cash flow from operating activities or any other GAAP measure of liquidity or financial performance. Management believes that these non-GAAP financial measures enhance comparability to prior periods.

Adjusted EBITDA is presented because management believes it provides additional information relative to the performance of Breitburn’s assets, without regard to financing methods or capital structure. Distributable cash flow is used by management as a tool to measure the cash distributions we could pay to our unitholders, and this financial measure indicates to investors whether or not we are generating cash flow at a level that can support our distribution rate to our unitholders. These non-GAAP financial measures may not be comparable to similarly titled measures of other publicly traded partnerships or limited liability companies because all companies may not calculate Adjusted EBITDA or distributable cash flow in the same manner.


4


Adjusted EBITDA

The following table presents a reconciliation of net loss and net cash flows from operating activities, our most directly comparable GAAP financial performance and liquidity measures, to Adjusted EBITDA for each of the periods indicated.

 
 
Three Months Ended
 
 
September 30,
 
June 30,
 
September 30,
Thousands of dollars, except as indicated
 
2015
 
2015
 
2014
Reconciliation of net income to Adjusted EBITDA:
 
 
 
 
 
 
Net (loss) income attributable to the partnership
 
$
(1,327,929
)
 
$
(305,707
)
 
$
130,643

Gain (loss) on commodity derivative instruments
 
(253,012
)
 
93,432

 
(146,171
)
Commodity derivative instrument settlement receipts (payments) (a) (b)
 
128,969

 
100,576

 
(3,704
)
Depletion, depreciation and amortization expense
 
117,464

 
109,447

 
72,671

Impairments of oil and natural gas properties
 
1,440,167

 

 
29,434

Impairments of goodwill
 

 
95,947

 

Interest expense and other financing costs
 
51,915

 
62,007

 
29,494

(Gain) loss on sale of assets
 
(7,459
)
 
122

 
(63
)
Income tax expense
 
14

 
259

 
532

Unit-based compensation expense (c)
 
6,360

 
6,084

 
5,829

Restructuring costs - unit-based compensation
 
(192
)
 
721

 

Adjusted EBITDA
 
$
156,297

 
$
162,888

 
$
118,665

Less:
 
 
 
 
 
 
Maintenance capital (d)
 
$
52,000

 
$
52,000

 
$
33,434

Cash interest expense
 
48,654

 
48,250

 
27,849

Distributions to Series A preferred unitholders (e)
 
4,125

 
4,125

 
4,125

Distributable cash flow available to common unitholders
 
$
51,518

 
$
58,513

 
$
53,257

 
 
 
 
 
 
 
Distributable cash flow available per common unit (f)
 
$
0.237

 
$
0.270

 
$
0.390

Common unit distribution coverage (g)
 
1.90x

 
2.16x

 
0.78x

 
 
 
 
 
 
 
Reconciliation of net cash flows from operating activities to Adjusted EBITDA:
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
136,239

 
$
73,796

 
$
103,807

Increase (decrease) in assets net of liabilities relating to operating activities
 
(29,063
)
 
40,736

 
(13,160
)
Interest expense (h)
 
48,562

 
48,197

 
27,729

Income from equity affiliates, net
 
163

 
172

 
191

Noncontrolling interest
 
(91
)
 
(126
)
 

Income taxes
 
488

 
259

 
98

Gain on marketable securities
 

 
(146
)
 

Adjusted EBITDA
 
$
156,297

 
$
162,888

 
$
118,665

(a)
Excludes premiums paid at contract inception related to those derivative contracts that settled during the applicable periods of:
 
$
1,681

 
$
1,663

 
$
2,141

(b)
Includes net cash settlements on derivative instruments for:
 
 
 
 
 
 
 
 - Oil settlements received (paid):
 
$
112,437

 
$
83,265

 
$
(7,940
)
 
 - Natural gas settlements received:
 
$
16,532

 
$
17,311

 
$
4,236

(c)
Represents non-cash long-term unit-based incentive compensation expense.
(d)
Maintenance capital is management's estimate of the investment in capital projects and obligatory spending on existing facilities and operations needed to hold production approximately flat over a multi-year period.
(e)
Does not include paid-in-kind distributions on Series B Preferred Units.
(f)
Based on common units outstanding (including outstanding LTIP grants) at each distribution record date within the periods.
(g)
Does not include Series B Preferred Units on an as converted basis.
(h)
Excludes amortization of debt issuance costs and amortization of senior note discount/premium.

5



Summary of Commodity Derivative Instruments

The table below summarizes Breitburn’s commodity derivative hedge portfolio as of November 5, 2015. For an overview of Breitburn's commodity hedge portfolio, please refer to the Summary of Commodity Price Protection Portfolio at www.breitburn.com.
 
 
Year
 
 
2015
 
2016
 
2017
 
2018
 
2019
Oil Positions:
 
 
 
 
 
 
 
 
 
 
Fixed Price Swaps - NYMEX WTI
 
 
 
 
 
 
 
 
 
 
Volume (Bbl/d)
 
20,043

 
17,504

 
14,519

 
1,493

 
1,000

Average Price ($/Bbl)
 
$
93.27

 
$
83.62

 
$
82.81

 
$
64.02

 
$
56.35

Fixed Price Swaps - ICE Brent
 
 
 
 
 
 
 
 
 
 
Volume (Bbl/d)
 
3,300

 
4,300

 
298

 

 

Average Price ($/Bbl)
 
$
97.73

 
$
95.17

 
$
97.50

 
$

 
$

Collars - NYMEX WTI
 
 
 
 
 
 
 
 
 
 
Volume (Bbl/d)
 
2,025

 
1,500

 

 

 

Average Floor Price ($/Bbl)
 
$
90.00

 
$
80.00

 
$

 
$

 
$

Average Ceiling Price ($/Bbl)
 
$
111.73

 
$
102.00

 
$

 
$

 
$

Collars - ICE Brent
 
 
 
 
 
 
 
 
 
 
Volume (Bbl/d)
 
500

 
500

 

 

 

Average Floor Price ($/Bbl)
 
$
90.00

 
$
90.00

 
$

 
$

 
$

Average Ceiling Price ($/Bbl)
 
$
109.50

 
$
101.25

 
$

 
$

 
$

Puts - NYMEX WTI
 
 
 
 
 
 
 
 
 
 
Volume (Bbl/d)
 
500

 
1,000

 

 

 

Average Price ($/Bbl)
 
$
90.00

 
$
90.00

 
$

 
$

 
$

Total:
 
 
 
 
 
 
 
 
 
 
Volume (Bbl/d)
 
26,368

 
24,804

 
14,817

 
1,493

 
1,000

Average Price ($/Bbl)
 
$
93.46

 
$
85.79

 
$
83.11

 
$
64.02

 
$
56.35

 
 
 
 
 
 
 
 
 
 
 
Gas Positions:
 
 
 
 
 
 
 
 
 
 
Fixed Price Swaps - MichCon City-Gate
 
 
 
 
 
 
 
 
 
 
Volume (MMBtu/d)
 
17,500

 
29,000

 
24,000

 
17,500

 
10,000

Average Price ($/MMBtu)
 
$
4.26

 
$
3.91

 
$
3.71

 
$
3.10

 
$
3.15

Fixed Price Swaps - Henry Hub
 
 
 
 
 
 
 
 
 
 
Volume (MMBtu/d)
 
54,891

 
42,050

 
21,016

 
2,870

 

Average Price ($/MMBtu)
 
$
4.84

 
$
4.02

 
$
4.29

 
$
3.74

 
$

Collars - Henry Hub
 
 
 
 
 
 
 
 
 
 
Volume (MMBtu/d)
 
18,000

 
630

 
595

 

 

Average Floor Price ($/MMBtu)
 
$
5.00

 
$
4.00

 
$
4.00

 
$

 
$

Average Ceiling Price ($/MMBtu)
 
$
7.48

 
$
5.55

 
$
6.15

 
$

 
$

Puts - Henry Hub
 
 
 
 
 
 
 
 
 
 
Volume (MMBtu/d)
 
1,920

 
11,350

 
10,445

 

 

Average Price ($/MMBtu)
 
$
4.78

 
$
4.00

 
$
4.00

 
$

 
$

Deferred Premium ($/MMBtu)
 
$
0.64

(a)
$
0.66

(b)
$
0.69

(c)
$

 
$

Total:
 
 
 
 
 
 
 
 
 
 
Volume (MMBtu/d)
 
92,311

 
83,030

 
56,056

 
20,370

 
10,000

Average Price ($/MMBtu)
 
$
4.76

 
$
3.98

 
$
3.98

 
$
3.19

 
$
3.15


(a) Deferred premiums of $0.64 apply to 420 MMBtu/d of the 2015 volume.
(b) Deferred premiums of $0.66 apply to 11,350 MMBtu/d of the 2016 volume.
(c) Deferred premiums of $0.69 apply to 10,445 MMBtu/d of the 2017 volume.


6


Premiums paid in 2012 related to oil and natural gas derivatives to be settled after September 30, 2015, are as follows:

 
 
Year
Thousands of dollars
 
2015
 
2016
 
2017
Oil
 
$
1,180

 
$
7,438

 
$
734

Natural gas
 
$
501

 
$
952

 
$



Other Information

Breitburn will host a conference call Thursday, November 5, 2015, at 11:00 am (EDT) to discuss Breitburn’s third quarter 2015 results. The conference call may be accessed by calling 888-389-5988 (international callers dial 719-325-2464) or via webcast at http://ir.breitburn.com/. An archived edition of the conference call will also be available through November 12th by calling 877-870-5176 (international callers dial 858-384-5517) and entering replay PIN 9034747 or by visiting http://ir.breitburn.com/. Breitburn will take questions from securities analysts and institutional portfolio managers; the call is open to all other interested parties on a listen-only basis.


About Breitburn Energy Partners LP

Breitburn Energy Partners LP is a publicly traded, independent oil and gas master limited partnership focused on the acquisition, development, and production of oil and gas properties throughout the United States. Breitburn’s producing and non-producing crude oil and natural gas reserves are located in the following seven producing areas: Ark-La-Tex, Michigan/Indiana/Kentucky, the Permian Basin, the Mid-Continent, the Rockies, Florida, and California. See www.breitburn.com for more information.


Cautionary Statement Regarding Forward-Looking Information

This press release contains forward-looking statements relating to Breitburn's operations that are based on management’s current expectations, estimates and projections about its operations. Words and phrases such as “believes,” “expect,” “future,” “impact,” “guidance,” “will be,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. These include risks relating to Breitburn's financial performance and results, availability of sufficient cash flow and other sources of liquidity to execute our business plan, prices and demand for natural gas and oil, increases in operating costs, uncertainties inherent in estimating our reserves and production, our ability to replace reserves and efficiently develop our current reserves, political and regulatory developments relating to taxes, derivatives and our oil and gas operations, risks relating to our acquisitions and the factors set forth under the heading “Risk Factors” incorporated by reference from our Annual Report on Form 10-K filed with the Securities and Exchange Commission, and if applicable, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, Breitburn undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Unpredictable or unknown factors not discussed herein also could have material adverse effects on forward-looking statements.



Contacts:
Antonio D'Amico
Vice President, Investor Relations & Government Affairs
or
Jessica Tang
Investor Relations Manager
(213) 225-0390
BBEP-IR


7



Breitburn Energy Partners LP and Subsidiaries
Unaudited Consolidated Balance Sheets


 
September 30,
 
 December 31,
Thousands of dollars
 
 2015
 
2014
ASSETS
 
 
 
 
Current assets
 
 
 
 
Cash
 
$
12,091

 
$
12,628

Accounts and other receivables, net
 
135,479

 
166,436

Derivative instruments
 
400,857

 
408,151

Related party receivables
 
2,069

 
2,462

Inventory
 
3,371

 
3,727

Prepaid expenses
 
12,654

 
7,304

Total current assets
 
566,521

 
600,708

Equity investments
 
6,473

 
6,463

Property, plant and equipment
 
 
 
 
Oil and natural gas properties
 
7,908,709

 
7,736,409

Other property, plant and equipment
 
141,047

 
60,533

 
 
8,049,756

 
7,796,942

Accumulated depletion and depreciation
 
(3,161,636
)
 
(1,342,741
)
Net property, plant and equipment
 
4,888,120

 
6,454,201

Other long-term assets
 
 
 
 
Intangibles, net
 
1,538

 
8,336

Goodwill
 

 
92,024

Derivative instruments
 
267,681

 
319,560

Other long-term assets
 
119,715

 
157,042

 
 
 
 
 
Total assets
 
$
5,850,048

 
$
7,638,334

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
$
63,921

 
$
129,270

Current portion of long-term debt
 
603

 
105,000

Derivative instruments
 
5,289

 
5,457

Distributions payable
 
733

 
733

Current portion of asset retirement obligation
 
2,390

 
4,948

Revenue and royalties payable
 
42,454

 
40,452

Wages and salaries payable
 
22,264

 
22,322

Accrued interest payable
 
42,989

 
20,672

Production and property taxes payable
 
30,838

 
25,207

Other current liabilities
 
6,644

 
7,495

Total current liabilities
 
218,125

 
361,556

 
 
 
 
 
Credit facility
 
1,253,000

 
2,089,500

Senior notes, net
 
1,788,466

 
1,156,560

Other long-term debt
 
2,397

 
1,100

Total long-term debt
 
3,043,863

 
3,247,160

Deferred income taxes
 
2,269

 
2,575

Asset retirement obligation
 
247,317

 
233,463

Derivative instruments
 
1,421

 
2,269

Other long-term liabilities
 
24,615

 
25,135

Total liabilities
 
3,537,610

 
3,872,158

 
 
 
 
 
Equity
 
 
 
 
Series A preferred units, 8.0 million units issued and outstanding at each of September 30, 2015 and December 31, 2014
 
193,215

 
193,215

Series B preferred units, 48.0 million and 0 units issued and outstanding at September 30, 2015 and December 31, 2014, respectively
 
347,454

 

Common units, 211.8 million and 210.9 million units issued and outstanding at September 30, 2015 and December 31, 2014, respectively
 
1,765,689

 
3,566,468

Accumulated other comprehensive loss
 
(576
)
 
(392
)
Total partners' equity
 
2,305,782

 
3,759,291

Noncontrolling interest
 
6,656

 
6,885

Total equity
 
2,312,438

 
3,766,176

 
 
 
 
 
Total liabilities and equity
 
$
5,850,048

 
$
7,638,334


8



Breitburn Energy Partners LP and Subsidiaries
Unaudited Consolidated Statements of Operations

 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
Thousands of dollars, except per unit amounts
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
Revenues and other income items
 
 
 
 
 
 
 
 
Oil, natural gas and natural gas liquid sales
 
$
153,325

 
$
216,146

 
$
505,584

 
$
658,753

Gain (loss) on commodity derivative instruments, net
 
253,012

 
146,171

 
296,772

 
(21,057
)
Other revenue, net
 
5,922

 
1,585

 
18,895

 
4,240

Total revenues and other income items
 
412,259

 
363,902

 
821,251

 
641,936

 
 
 
 
 
 
 
 
 
Operating costs and expenses
 
 
 
 
 
 
 
 
Operating costs
 
115,135

 
82,904

 
348,950

 
248,161

Depletion, depreciation and amortization
 
117,464

 
72,671

 
336,735

 
204,417

Impairments of oil and natural gas properties
 
1,440,167

 
29,434

 
1,499,280

 
29,434

Impairments of goodwill
 

 

 
95,947

 

General and administrative expenses
 
23,276

 
18,737

 
78,400

 
53,886

Restructuring costs
 
(278
)
 

 
6,413

 

(Gain) loss on sale of assets
 
(7,459
)
 
(63
)
 
(7,322
)
 
357

Total operating costs and expenses
 
1,688,305

 
203,683

 
2,358,403

 
536,255

 
 
 
 
 
 
 
 
 
Operating (loss) income
 
(1,276,046
)
 
160,219

 
(1,537,152
)
 
105,681

 
 
 
 
 
 
 
 
 
Interest expense, net of capitalized interest
 
50,919

 
29,494

 
151,988

 
90,360

Loss on interest rate swaps
 
996

 

 
3,411

 

Other expenses (income), net
 
(137
)
 
(450
)
 
(579
)
 
(1,223
)
Total other expense
 
51,778

 
29,044

 
154,820

 
89,137

 
 
 
 
 
 
 
 
 
(Loss) income before taxes
 
(1,327,824
)
 
131,175

 
(1,691,972
)
 
16,544

 
 
 
 
 
 
 
 
 
Income tax expense
 
14

 
532

 
365

 
384

 
 
 
 
 
 
 
 
 
Net (loss) income
 
(1,327,838
)
 
130,643

 
(1,692,337
)
 
16,160

 
 
 
 
 
 
 
 
 
Less: Net income attributable to noncontrolling interest
 
91

 

 
124

 

 
 
 
 
 
 
 
 
 
Net (loss) income attributable to the partnership
 
(1,327,929
)
 
130,643

 
(1,692,461
)
 
16,160

 
 
 
 
 
 
 
 
 
Less: Distributions to Series A preferred unitholders
 
4,125

 
4,125

 
12,375

 
5,958

Less: Non-cash distributions to Series B preferred unitholders
 
7,145

 

 
13,553

 

Less: Net (loss) income attributable to participating units
 
(31,662
)
 
1,868

 
(40,612
)
 
40

 
 
 
 
 
 
 
 
 
Net (loss) income attributable to common unitholders
 
$
(1,307,537
)
 
$
124,650

 
$
(1,677,777
)
 
$
10,162

 
 
 
 
 
 
 
 
 
Basic net (loss) income per common unit
 
$
(6.17
)
 
$
1.03

 
$
(7.94
)
 
$
0.08

Diluted net (loss) income per common unit
 
$
(6.17
)
 
$
1.03

 
$
(7.94
)
 
$
0.08

 
 
 
 
 
 
 
 
 
Weighted average number of units used to calculate basic and diluted net (loss) income per unit (in thousands):
 
 
 
 
 
 
 
 
Basic
 
211,766

 
120,473

 
211,369

 
119,806

Diluted
 
211,766

 
121,250

 
211,369

 
120,544




9



Breitburn Energy Partners LP and Subsidiaries
Unaudited Consolidated Statements of Comprehensive (Loss) Income

 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
Thousands of dollars, except per unit amounts
 
2015
 
2014
 
2015
 
2014
Net (loss) income
 
$
(1,327,838
)
 
$
130,643

 
$
(1,692,337
)
 
$
16,160

 
 
 
 
 
 
 
 
 
Other comprehensive loss, net of tax:
 
 
 
 
 
 
 
 
Change in fair value of available-for-sale securities (a)
 
(463
)
 

 
(537
)
 

Total other comprehensive loss
 
(463
)
 

 
(537
)
 

 
 
 
 
 
 
 
 
 
Total comprehensive (loss) income
 
(1,328,301
)
 
130,643

 
(1,692,874
)
 
16,160

 
 
 
 
 
 
 
 
 
Less: Comprehensive loss attributable to noncontrolling interest
 
(303
)
 

 
(229
)
 

 
 
 
 
 
 
 
 
 
Comprehensive (loss) income attributable to the partnership
 
$
(1,327,998
)
 
$
130,643

 
$
(1,692,645
)
 
$
16,160


(a) Net of income tax benefit of $0.4 million and $0.3 million for the three months and nine months ended September 30, 2015.



10



Breitburn Energy Partners LP and Subsidiaries
Unaudited Consolidated Statements of Cash Flows

 
 
Nine Months Ended September 30,
Thousands of dollars
 
2015
 
2014
 
 
 
 
 
Cash flows from operating activities
 
 
 
 
Net (loss) income
 
$
(1,692,337
)
 
$
16,160

Adjustments to reconcile to cash flow from operating activities:
 
 
 
 
Depletion, depreciation and amortization
 
336,735

 
204,417

Impairment of oil and natural gas properties
 
1,499,280

 
29,434

Impairment of goodwill
 
95,947

 

Unit-based compensation expense
 
20,714

 
18,440

(Gain) loss on derivative instruments
 
(293,361
)
 
21,057

Derivative instrument settlement receipts (payments)
 
351,518

 
(34,228
)
Income from equity affiliates, net
 
(10
)
 
90

Deferred income taxes
 
(306
)
 
153

(Gain) loss on sale of assets
 
(7,322
)
 
357

Other
 
14,348

 
5,172

Changes in net assets and liabilities
 
25,978

 
 
Accounts receivable and other assets
 
22,251

 
(3,345
)
Inventory
 
356

 
(528
)
Net change in related party receivables and payables
 
393

 
1,095

Accounts payable and other liabilities
 
2,978

 
36,642

Net cash provided by operating activities
 
351,184

 
294,916

Cash flows from investing activities
 
 
 
 
Property acquisitions
 
(17,160
)
 
(6,422
)
Capital expenditures
 
(226,718
)
 
(293,275
)
Proceeds from sale of assets
 
9,441

 
366

Proceeds from sale of available-for-sale securities
 
3,631

 

Purchases of available-for-sale securities
 
(3,803
)
 

Other
 
(853
)
 
(9,242
)
Net cash used in investing activities
 
(235,462
)
 
(308,573
)
Cash flows from financing activities
 
 
 
 
Proceeds from issuance of preferred units, net
 
337,895

 
193,215

Proceeds from issuance of common units, net
 
4,768

 
25,917

Distributions to preferred unitholders
 
(12,375
)
 
(5,225
)
Distributions to common unitholders
 
(108,283
)
 
(181,430
)
Proceeds from issuance of long-term debt, net
 
1,203,400

 
693,000

Repayments of long-term debt
 
(1,512,500
)
 
(707,000
)
Change in bank overdraft
 
(39
)
 
(2,417
)
Debt issuance costs
 
(29,125
)
 
(1,634
)
Net cash (used in) provided by financing activities
 
(116,259
)
 
14,426

(Decrease) increase in cash
 
(537
)
 
769

Cash beginning of period
 
12,628

 
2,458

Cash end of period
 
$
12,091

 
$
3,227



11