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8-K - FORM 8-K - Evolve Transition Infrastructure LPd8k.htm

Exhibit 99.1

LOGO

 

    

News Release

 

General Inquiries: (877) 847-0008

www.constellationenergypartners.com

 

Investor Contact:   

Charles C. Ward

(877) 847-0009

Constellation Energy Partners Reports

First Quarter 2011 Results

HOUSTON—(BUSINESS WIRE)—May 6, 2011—Constellation Energy Partners LLC (NYSE Arca: CEP) today reported first quarter 2011 results.

The company produced 3,424 MMcfe during the quarter, for average daily net production of 38.0 MMcfe during the quarter. Production during the quarter was impacted by severe winter weather in the company’s areas of operation in February. During March, the company’s average daily net production was 39.3 MMcfe, which includes approximately 37.5 MMcf per day of natural gas production and 300 barrels per day of oil production.

Operating costs, which include lease operating expenses, production taxes and general and administrative expenses, net of certain non-cash items, averaged $3.51 per Mcfe during the quarter, which was a 5% improvement versus the fourth quarter 2010. Lower operating costs, combined with higher prices on the company’s unhedged production during the quarter, allowed the company to realize $13.4 million in Adjusted EBITDA, a 15% improvement over the prior quarter.

During the first quarter 2011, the company completed 20 net wells and recompletions in the Cherokee Basin with total capital spending of $1.3 million. The company finished the quarter with an additional 14 net wells and recompletions in progress in the Cherokee and Black Warrior Basins.

“We’re off to a great start in executing our 2011 business plan” said Stephen R. Brunner, President and Chief Executive Officer of Constellation Energy Partners. “Our operating results were in line with our forecast, which allowed us to improve our Adjusted EBITDA, reduce debt, and make meaningful progress on our 2011 capital program.”

 

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On a GAAP basis, the company recorded a net loss of $5.2 million for the first quarter 2011. Included in this net loss is $10.1 million in losses on non-cash mark-to-market activities, which relates to changes in the value of the company’s hedge portfolio stemming from higher commodity forward price levels at the end of the first quarter 2011 as compared to the fourth quarter 2010.

Liquidity Update

Borrowings outstanding under the company’s reserve-based credit facility currently total $157.5 million, leaving the company with $37.5 million in borrowing capacity at the company’s current borrowing base of $195.0 million. The company’s next semi-annual borrowing base review is currently underway and is expected to be complete in the second quarter 2011.

The company maintained $7.0 million in cash and equivalents as of March 31, 2011.

Financial Outlook for 2011

The company announced in November 2010 that it anticipates total capital spending for 2011 to range between $10 million and $12 million. At this level of capital spending, the company forecasts it will complete between 30 and 35 net wells.

“With the initial progress we’ve seen in the drilling of our oil prospects, we now think we’ll finish the year at the high end of our capital forecast,” said Brunner. “With 300 barrels per day in our March production totals, continued success in the drilling of our oil prospects may lead us to seek authorization later this year from our board of managers to increase our capital budget to further exploit oil potential in our asset base.”

Net production is forecast to range between 13.4 and 14.2 Bcfe for 2011, with operating costs expected to range between $48 million and $52 million for the year.

The company entered the year with approximately 7.6 Bcfe of its Mid-Continent natural gas production in 2011 hedged at an average price of $7.87 per Mcfe and an additional 2.4 Bcfe of its remaining natural gas production hedged at an average price of $8.51 per Mcfe. For the balance of the year, the company has remaining hedges on 5.5 Bcfe of its Mid-Continent natural gas production at an average price, including basis, of $7.85 per Mcfe and an additional 1.9 Bcfe of its remaining natural gas production at a NYMEX-only price of $8.49 per Mcfe.

 

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With the addition of oil hedges in April 2011, the company has also hedged approximately 38 thousand barrels of its 2011 oil production at an average price of $110.10 per barrel.

The remainder of the company’s production for 2011 is subject to market conditions and pricing.

Distribution Outlook

The company expects distributions will remain suspended until after such time that debt levels are reduced and market conditions again warrant resumption of capital spending at maintenance levels. All distributions are subject to approval by the company’s Board of Managers.

“With between $25 million and $30 million in debt reduction forecast for 2011, we’re on pace to achieve more than 35% in total debt reduction since we first embarked on this strategic focus in late 2009,” Brunner added. “Given our focus on debt reduction, we continue to expect that our distribution will remain suspended through the fourth quarter of 2011.”

Conference Call Information

The company will host a conference call at 8:30 a.m. (CST) on Friday, May 6, 2011 to discuss first quarter 2011 results. The company expects to release its first quarter 2011 earnings before the market opens that day.

To participate in the conference call, analysts, investors, media and the public in the U.S. may dial (800) 857-0653 shortly before 8:30 a.m. (CST). The international phone number is (773) 799-3268. The conference password is PARTNERS.

A replay will be available beginning approximately one hour after the end of the call by dialing (800) 925-0173 or (402) 998-0031 (international). A live audio webcast of the conference call, presentation slides and the earnings release will be available on Constellation Energy Partners’ Web site (www.constellationenergypartners.com) under the Investor Relations page. The call will also be recorded and archived on the site.

 

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About the Company

Constellation Energy Partners LLC is a limited liability company focused on the acquisition, development and production of oil and natural gas properties, as well as related midstream assets.

SEC Filings

The company intends to file its first quarter 2011 Form 10-Q on or about May 6, 2011.

Non-GAAP Measures

We present Adjusted EBITDA in addition to our reported net income (loss) in accordance with GAAP. Adjusted EBITDA is a non-GAAP financial measure that is defined as net income (loss) adjusted by interest (income) expense, net; depreciation, depletion and amortization; write-off of deferred financing fees; asset impairments; accretion expense; (gain) loss on sale of assets; exploration costs; (gain) loss from equity investment; unit-based compensation programs; (gain) loss from mark-to-market activities; and unrealized (gain) loss on derivatives/hedge ineffectiveness.

Adjusted EBITDA is used as a quantitative standard by our management and by external users of our financial statements such as investors, research analysts and others to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis; the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness; and our operating performance and return on capital as compared to those of other companies in our industry, without regard to financing or capital structure. Adjusted EBITDA is not intended to represent cash flows for the period, nor is it presented as a substitute for net income, operating income, cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.

Forward-Looking Statements

We make statements in this news release that are considered forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These forward-looking statements are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are

 

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inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this news release are not guarantees of future performance, and we cannot assure you that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section in our SEC filings and elsewhere in those filings. All forward-looking statements speak only as of the date of this news release. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

 

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Constellation Energy Partners LLC

Operating Statistics

 

     Three Months Ended Mar. 31,  
     2011     2010  

Net Production:

    

Total production (MMcfe)

     3,424        3,860   

Average daily production (Mcfe/day)

     38,044        42,889   

Average Net Sales Price per Mcfe:

    

Net realized price, including hedges

   $ 7.42 (a)    $ 7.37 (a) 

Net realized price, excluding hedges

   $ 4.34 (b)    $ 5.40 (b) 

(a)    Excludes impact of mark-to-market gains (losses) and net cost of sales.

    

(b)    Excludes all hedges, the impact of mark-to-market gains (losses) and net cost of sales.

    

Net Wells Drilled and Completed

     5        —     

Net Recompletions

     15        —     

Developmental Dry Holes

     1        —     

 

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Constellation Energy Partners LLC

Condensed Consolidated Statements of Operations

 

     Three Months Ended Mar. 31,  
     2011     2010  
     ($ in thousands)  

Oil and gas sales

   $ 25,913      $ 29,237   

Gain/(Loss) from mark-to-market activities

     (10,109     35,281   
                

Total Revenues

     15,804        64,518   

Operating expenses:

    

Lease operating expenses

     7,420        7,963   

Cost of sales

     519        772   

Production taxes

     771        1,125   

General and administrative

     4,223        5,062   

Exploration costs

     131        223   

(Gain)/Loss on sale of assets

     7        (8

Depreciation, depletion and amortization

     5,865        27,248   

Accretion expense

     226        207   
                

Total operating expenses

     19,162        42,592   

Other expenses:

    

Interest (income) expense, net

     1,852        4,056   

Other (income) expense

     (58     (188
                

Total expenses

     20,956        46,460   
                

Net income (loss)

   $ (5,152   $ 18,058   
                

Adjusted EBITDA

   $ 13,411      $ 14,940   
                

EPU - Basic

   ($ 0.21   $ 0.75   

EPU - Basic Units Outstanding

     24,309,448        24,002,372   

EPU - Diluted

   ($ 0.21   $ 0.75   

EPU - Diluted Units Outstanding

     24,309,448        24,002,372   

 

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Constellation Energy Partners LLC

Condensed Consolidated Balance Sheets

 

     Mar. 31,
2011
     Dec. 31,
2010
 
     ($ in thousands)  

Current assets

   $ 48,941       $ 53,091   

Natural gas properties, net of accumulated depreciation, depletion and amortization

     272,833         276,919   

Other assets

     46,645         54,367   
                 

Total assets

   $ 368,419       $ 384,377   
                 

Current liabilities

   $ 11,627       $ 14,533   

Debt

     157,500         165,000   

Other long-term liabilities

     13,247         13,024   
                 

Total liabilities

     182,374         192,557   

Class D Interests

     6,667         6,667   

Common members’ equity

     169,158         174,233   

Accumulated other comprehensive income

     10,220         10,920   
                 

Total members’ equity

     179,378         185,153   
                 

Total liabilities and members’ equity

   $ 368,419       $ 384,377   
                 

 

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Constellation Energy Partners LLC

Reconciliation of Net Income (Loss) to Adjusted EBITDA

 

     Three Months Ended Mar. 31,  
     2011     2010  
     ($ in thousands)  

Reconciliation of Net Income (Loss) to Adjusted EBITDA:

    

Net income (loss)

   $ (5,152   $ 18,058   

Add:

    

Interest (income) expense, net

     1,852        4,056   

Depreciation, depletion and amortization

     5,865        27,248   

Accretion expense

     226        207   

(Gain)/Loss on sale of assets

     7        (8

Exploration costs

     131        223   

Unit-based compensation programs

     373        437   

(Gain)/Loss from mark-to-market activities

     10,109        (35,281
                

Adjusted EBITDA (1)

   $ 13,411      $ 14,940   
                

 

     Three Months Ended Dec. 31,     Twelve Months Ended Dec. 31,  
     2010     2009     2010     2009  
     ($ in thousands)     ($ in thousands)  

Reconciliation of Net Income (Loss) to Adjusted EBITDA:

        

Net income (loss)

   $ (6,753   $ (2,111   $ (276,910   $ (9,023

Add:

        

Interest (income) expense, net

     815        6,584        11,953        16,303   

Depreciation, depletion and amortization

     5,665        27,290        85,263        71,173   

Asset impairments

     1,521        912        272,487        5,113   

Accretion expense

     205        139        822        406   

(Gain)/Loss on sale of assets

     (5     (14     (18     —     

Exploration costs

     29        373        760        855   

Unit-based compensation programs

     444        1,020        1,849        1,308   

(Gain)/Loss from mark-to-market activities

     9,751        (18,581     (42,081     (19,410

Unrealized (gain)/loss on derivatives/hedge ineffectiveness

     —          —          —          267   
                                

Adjusted EBITDA (1)

   $ 11,672      $ 15,612      $ 54,125      $ 66,992   
                                

 

(1) Our Adjusted EBITDA should not be considered as an alternative to net income, operating income, cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Our Adjusted EBITDA excludes some, but not all, items that affect net income and operating income and these measures may vary among other companies. Therefore, our Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

We define Adjusted EBITDA as net income (loss) plus:

 

 

interest (income) expense, net;

 

 

depreciation, depletion and amortization;

 

 

write-off of deferred financing fees;

 

 

asset impairments;

 

 

accretion expense;

 

 

(gain) loss on sale of assets;

 

 

exploration costs;

 

 

(gain) loss from equity investment;

 

 

unit-based compensation programs;

 

 

(gain) loss from mark-to-market activities; and

 

 

unrealized (gain) loss on derivatives/hedge ineffectiveness.

 

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