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Exhibit 99.1

 

GRAPHIC

 

 

 

NEWS
RELEASE

 

FOR IMMEDIATE RELEASE

 

VENOCO, INC. ANNOUNCES YEAR-END 2011 RESERVES AND 4th
QUARTER AND FULL-YEAR 2011 FINANCIAL

AND OPERATIONAL RESULTS

 

2011 Net Income of $62 Million; Adjusted EBITDA of $219 Million

Full-year 2011 Production of 6.4 Million BOE or 17,612 BOE/d;

Proved Reserve Additions of 17 Million BOE

 

DENVER, COLORADO, February 16, 2012 /Marketwire/Venoco, Inc. (NYSE: VQ) today reported financial and operational results for the fourth quarter and full-year 2011.  The company reported net income for the year of $62 million on total revenues of $329 million.

 

Adjusted Earnings, which adjusts for unrealized derivative gains and losses and certain one-time charges, were $43 million for the year. Adjusted EBITDA was $219 million in 2011, up slightly from $218 million in 2010.  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 6.4 million barrels of oil equivalent (MMBOE) for the year, or 17,612 BOE per day (BOE/d).

 

·                  Proved reserves of 95.9 MMBOE as of December 31, 2011, up significantly over year-end 2010 proved reserves. Reserve replacement of 265% at an all-in F&D cost of $14.35 per BOE.

 

·                  Ellwood pipeline completed ahead of schedule and is now in service. Transportation savings and higher price realization improve field economics.

 

“In 2011 we transitioned our focus from the Sacramento Basin toward our oily, Southern California legacy assets, while continuing to delineate our Sevier field and other

 

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portions of the onshore Monterey shale acreage,” said Tim Marquez, Venoco’s Chairman and CEO.  “As a result of very strong California oil prices throughout 2011, we realized average oil prices of $91 per barrel for the year, up more than $22 per barrel from the average in 2010 even though only half of our oil production was sold on California postings. As of April 1, 2012, the other 50% of our oil will be sold based on California postings, which we expect to exceed NYMEX pricing in 2012 based on current differentials.”

 

Fourth Quarter and Full-Year Production

 

Production in the fourth quarter of 2011 of 17,810 BOE/d was up over 3% from the third quarter of 2011 as well as up 3% from the fourth quarter of 2010.

 

“We recovered from the production delays in the third quarter to finish with a solid fourth quarter,” commented Mr. Marquez.  “We have had a good start in the new year as we concentrate our efforts on our oily assets.  With natural gas prices expected to remain low in 2012, our plan is to minimize expenditures in the Sacramento Basin. As a result, we expect to see production volumes from the Basin trend down throughout 2012. However, our increased activity in the legacy Southern California assets, where we expect to see a 15-20% increase in oil volumes in 2012 compared to 2011, is expected to largely offset the decline in natural gas production. While we are forecasting basically flat production in 2012 compared to 2011, we expect the increase in our oil mix to result in significant revenue growth. In addition, we believe we’ve been conservative forecasting production from the Sevier field, so additional successful drilling in the field could further increase our oil over natural gas mix,” Mr. Marquez added.

 

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

 

 

 

 

 

 

 

 

 

Full Year

 

Region

 

4Q 2010

 

3Q 2011

 

4Q 2011

 

2010

 

2011

 

Sacramento Basin

 

10,163

 

10,337

 

10, 635

 

10,033

 

10,446

 

Southern California

 

7,165

 

6,928

 

7,175

 

7,745

 

7,166

 

Texas(2) 

 

 

 

 

463

 

 

Total

 

17,328

 

17,265

 

17,810

 

18,241

 

17,612

 

 


(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) Venoco sold its remaining producing assets in Texas in the first half of 2010.

 

Fourth Quarter and Full-Year Costs

 

Venoco’s fourth quarter 2011 lease operating expenses of $13.87 per BOE were down from $18.06 per BOE in the third quarter. The third quarter expenses were unusually high on a per BOE basis due primarily to two high-cost electric submersible pump replacements in the quarter and a resulting reduction in production levels. The company’s full-year 2011 lease operating expenses of $14.64 per BOE were below the company’s revised guidance of $15.00 per BOE.

 

 

 

Quarter Ended

 

Year Ended

 

UNAUDITED (per BOE)

 

12/31/10

 

9/30/11

 

12/31/11

 

12/31/10

 

12/31/11

 

Lease Operating Expenses

 

$

12.61

 

$

18.06

 

$

13.87

 

$

12.65

 

$

14.64

 

Production/Property Taxes

 

0.87

 

1.13

 

0.97

 

1.01

 

0.99

 

DD&A Expense

 

12.74

 

12.85

 

13.43

 

11.79

 

13.35

 

G&A Expense (1) 

 

4.93

 

4.43

 

5.46

 

4.78

 

4.96

 

 

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(1)          Net of amounts capitalized and excluding stock-based compensation costs, costs related to the special committee’s review of the going-private proposal from the company’s Chairman & CEO and other costs associated with the sale of Texas assets.  See the end of this release for a reconciliation of G&A per BOE.

 

Capital Investment 2011

 

Venoco’s 2011 capital expenditures for exploration, development and other spending were $255 million, including $185 million for drilling and rework activities, $20 million for facilities, and the remaining $50 million for land, seismic and capitalized G&A.

 

In 2011 the company spent $74 million or 29% of its capital expenditures in the Sacramento Basin.  The company spud 40 wells, performed 237 recompletions, and hydraulically fractured 21 wells in the basin. In early 2011 the company drilled a discovery well on an anomaly which was identified using 3D seismic data that was acquired with leasehold in 2009. The discovery well’s net average production in 2011 was 2.3 million cubic feet per day and it extended the boundaries of the Grimes field. Additional wells were drilled in 2011 along this extension area which, combined with the discovery well, exited the year at a net rate of 8.3 million cubic feet per day.  Additional opportunities have been identified in the area, but will not be pursued at current natural gas prices. In 2012 the company plans to reduce activity levels in the basin as a result of very low natural gas prices.

 

The company’s 2012 capital expenditure budget remains at $255 million. However, the budget has been reallocated to focus resources on oily projects. The company’s budget for the Sacramento Basin was reduced from $45 million to $32 million and includes 5 wells, 180 recompletions, and 7 hydraulic fractures. The company expects the decreased activity levels in the basin in 2012 compared to 2011 to result in a decline in average daily production there throughout the year.

 

The company’s Southern California legacy fields accounted for $67 million or 26% of its 2011 capital expenditures. Five wells were spud at the West Montalvo field, one to an onshore bottom-hole and four to the offshore. The company also performed five recompletions in the field during 2011. At the Sockeye field the company redrilled two idle wells to new locations targeting the Monterey shale formation. One was a completion targeting the M4 portion of the Monterey, the other a horizontal well into the M2 portion of the Monterey. At the South Ellwood field, the company completed facilities work on Platform Holly in preparation for drilling activities. The company also permitted and began construction of a new common-carrier pipeline, which was completed and put in service in January 2012. As a result of receiving the approvals to construct the pipeline in 2011, the company was able to add approximately 8 million BOE of reserves at year-end 2011, which is reflected as a component of revisions in the reserve table below. In addition, with the pipeline now in service, the barge contract will terminate by June 1, 2012 and the company will realize a reduction in transportation costs for South Ellwood crude. The company also

 

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entered into a new sales contract for the crude oil that is expected to add $5 to $10 per barrel in 2012 to the company’s realizations from the field.

 

The company’s 2012 capital expenditure budget for legacy Southern California properties was increased from $110 million to $123 million and includes plans to drill seven wells at West Montalvo, one of which was spud in the fourth quarter of 2011. Two more wells were spud in the first quarter of 2012 with a third well scheduled to spud late in the quarter. The company plans to drill three wells in 2012 at the Sockeye field and four wells at the South Ellwood field. The company expects production levels from its Southern California legacy fields to grow 15-20% in 2012 compared with 2011.

 

The company increased its capital expenditures on its onshore Monterey shale play for the second year in a row, spending approximately $113 million or 44% of its 2011 capital expenditures.  The company spud 12 wells during 2011 including nine vertical and three horizontal wells. Six of the verticals were in the Sevier field including four that spud in the fourth quarter.  The company completed the second half of the joint 3D seismic shoot over its acreage in the San Joaquin Basin during 2011.

 

The company’s 2012 capital expenditure budget for the onshore Monterey shale development is $100 million, with an emphasis on delineation and production at the Sevier field where the company plans to spud 15 to 20 wells. To date, the company has not seen material levels of production or reserves from the program. The company does believe it will see production resulting from the drilling and testing efforts at Sevier begun in 2011 and which are continuing into 2012. The company also plans to acquire seismic data at the Sevier and Salinas fields, and to recomplete several wells located in its greater San Joaquin leasehold.

 

“In the second quarter of 2011, we decided to focus our Monterey drilling on vertical delineation wells in the Sevier field. Each well has confirmed our geologic model and, in some cases, expanded our view of the structure. We have been methodical with our one-rig delineation program, but the data — from cuttings, logs, and testing — takes months to gather,” commented Mr. Marquez.  “We believe we are approaching the point where we can streamline completions, minimize zone-by-zone testing and get wells from spud to sales much more rapidly and efficiently in 2012.”

 

Reserves Review

 

The company’s year-end 2011 total proved reserves were 95.9 million BOE, compared to year-end 2010 reserves of 85.1 million BOE. After adjusting for 2011 production of 6.4 million BOE, the company added reserves of 17.2 million BOE, including revisions, extensions and discoveries, which were primarily related to permitting the crude oil pipeline at South Ellwood, oil price increase from year-end 2010, and drilling in new areas of the Sacramento Basin as well as performance in the Basin and at the Sockeye field.

 

“We are very pleased with the 17 million BOE of reserve adds this year that resulted from our capital expenditure program, strong California oil prices, new oil sales agreements and permitting the new pipeline to service the South Ellwood field,” said Mr. Marquez. “A

 

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valuable asset that currently has minimal proven reserves is our 22.3% reversionary working interest in the Hastings field.  After a year of flooding the field with CO2, Denbury Resources returned the field to production in mid-January. We have approximately 16 million barrels of probable reserves associated with the reversionary interest — a portion of which we expect to be converted to proved once the field responds to the flood.”

 

The company’s 2011 rollforward of proved reserves is as follows:

 

2011 Reserve Rollforward

 

MBOE(1)

 

Beginning of the year reserves

 

85,098

 

Revisions of previous estimates

 

849

 

Extensions and discoveries

 

16,298

 

Purchases of reserves in place

 

67

 

Production

 

(6,428

)

Sales of reserves in place

 

 

End of year reserves

 

95,884

 

 

 

 

 

Proved developed reserves:

 

 

 

Beginning of year

 

42,758

 

End of year

 

48,765

 

 


(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 all-in finding and development (F&D) costs in 2011 were $14.35 per BOE and its 3-year and 5-year all-in F&D costs were $19.28 and $24.67 per BOE, respectively. Adjusting for capital related to the Monterey Shale play and the Hastings field before its sale in early 2009, the company estimates its 3-year and 5-year F&D costs would have been approximately $13.76 and $17.92 per BOE, respectively.

 

The $1.81 billion pre-tax PV-10 value of the company’s 95.9 MMBOE of reserves is based on SEC benchmark pricing of $96.19 per barrel of oil and $4.12 per MMBTU for gas.  Using the December 31, 2011 NYMEX 5-year strip pricing, the company’s estimate of reserves is 96.8 MMBOE and the pre-tax PV-10 value is $1.76 billion.  See the end of this release for a reconciliation of PV-10 to a standardized measure.

 

The following table details the company’s reserve categories for the last three years and PV-10 for 2010 and 2011:

 

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Net Proved Reserves (end of period)

 

2009PF(1)

 

2010

 

2011

 

Oil (MBbls)

 

 

 

 

 

 

 

Developed

 

25,750

 

22,270

 

25,131

 

Undeveloped

 

21,758

 

20,301

 

22,282

 

Total

 

47,508

 

42,571

 

47,413

 

 

 

 

 

 

 

 

 

Natural Gas (MMcf)

 

 

 

 

 

 

 

Developed

 

120,052

 

122,928

 

141,806

 

Undeveloped

 

142,314

 

132,235

 

149,018

 

Total

 

262,366

 

255,163

 

290,824

 

 

 

 

 

 

 

 

 

Total Proved Reserves (MBOE)(2)

 

91,236

 

85,098

 

95,884

 

 

 

 

 

 

 

 

 

PV-10 ($000)

 

 

 

 

 

 

 

Developed

 

 

 

$

575,152

 

$

990,303

 

Undeveloped

 

 

 

553,544

 

816,198

 

Total

 

 

 

$

1,128,696

 

$

1,806,501

 

 


(1) Pro forma for the sale of the company’s Texas assets in the first half of 2010.

(2) 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.

 

2012 Guidance

 

The following summarizes the company’s 2012 guidance:

·                  Production: 17,750 — 18,250 BOE/d

·                  Capital Budget: $255 million

·                  Lease Operating Expenses: $15.00 — $15.50 per BOE

·                  General & Administrative Expenses: $5.25 — $5.50 per BOE

·                  Production & Property Taxes: $1.00 - $1.10 per BOE

·                  DD&A: $15.00 — $15.50 per BOE

 

Special Committee Process

 

On August 26, 2011, the company’s board of directors received a proposal from Mr. Marquez, Venoco’s Chairman and CEO, to acquire all of the outstanding shares of common stock of Venoco of which he is not the beneficial owner for $12.50 per share in cash. Mr. Marquez is the beneficial owner of approximately 50.3% of Venoco’s common stock. On January 16, 2012, the company announced that it entered into a definitive merger agreement under which Mr. Marquez will, through a wholly owned affiliate, acquire all of the outstanding shares of Venoco he does not already own.

 

Completion of the transaction is subject to certain closing conditions, including procurement of financing. The merger agreement also contains a non-waivable condition that a majority of the outstanding shares of Venoco not owned by Mr. Marquez and his affiliates, or by any director, officer or employee of Venoco or its subsidiaries, vote in favor of the adoption of the merger agreement. Shareholders are cautioned that there can be no assurance that the company will complete the merger.

 

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Earnings Conference Call

 

Venoco will host a conference call to discuss results today, Thursday, February 16, 2012 at 11:00 a.m. Eastern time (9 a.m. Mountain).  The conference call will be webcast and those wanting to listen may do so by using a link on the Investor Relations page of the company’s website at http://www.venocoinc.com.  Those wanting to participate in the Q & A portion can call (800) 706-7748 and use conference code 51448500. International participants can call (617) 614-3473 and use the same conference code.

 

A replay of the conference call will be available for one week by calling (888) 286-8010 or, for international callers, (617) 801-6888, and using passcode 24271802.  The replay will also be available on the Venoco website for 30 days.

 

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, operates three onshore properties in Southern California, and has extensive operations in Northern California’s Sacramento Basin.

 

Forward-looking Statements

 

Statements made in this news release relating to Venoco’s future production, expenses, revenue, price realizations (including in relation to benchmark prices), oil/gas production mix, reserves, capital expenditures and development projects, and all other statements except statements of historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 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, and pipeline curtailments by third parties. The company’s activities with respect to the onshore Monterey Shale and other projects are subject to numerous operating, geological and other risks and may not be successful. The company’s results in the onshore Monterey Shale will be subject to greater risks than in areas where it has more data and drilling and production experience. Results from the company’s onshore Monterey Shale project will depend on, among other things, its ability to identify productive intervals and drilling and completion techniques necessary to achieve commercial production from those intervals. The closing of the merger agreement with Mr. Marquez is subject to a number of conditions, including a financing condition and a non-waivable condition that a majority of the outstanding shares of Venoco not owned by Mr. Marquez and his affiliates or by any director, officer or employee of Venoco or its

 

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subsidiaries vote in favor of the adoption of the merger agreement, and those conditions may not be satisfied. 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.

 

References to reserve estimates other than proved are by their nature more uncertain than estimates of proved reserves, and are subject to substantially greater risk of not actually being realized by the company.

 

For further information, please contact Mike Edwards, Vice President, (303) 626-8320; http://www.venocoinc.com; E-Mail investor@venocoinc.com.

 

Source: Venoco, Inc.

 

/////

 

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OIL AND NATURAL GAS PRODUCTION AND PRICES

 

 

 

Quarter Ended

 

Quarter Ended

 

Year Ended

 

UNAUDITED

 

9/30/11

 

12/31/11

 

%
Change

 

12/31/10

 

12/31/11

 

%
Change

 

12/31/10

 

12/31/11

 

%
Change

 

Production Volume:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil (MBbls) (1)

 

594

 

620

 

4

%

629

 

620

 

-1

%

2,792

 

2,441

 

-13

%

Natural Gas (MMcf)

 

5,966

 

6,111

 

2

%

5,791

 

6,111

 

6

%

23,196

 

23,923

 

3

%

MBOE

 

1,588

 

1,639

 

3

%

1,594

 

1,639

 

3

%

6,658

 

6,428

 

-3

%

Daily Average Production  Volume:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil (Bbls/d)

 

6,457

 

6,739

 

4

%

6,837

 

6,739

 

-1

%

7,649

 

6,688

 

-13

%

Natural Gas (Mcf/d)

 

64,848

 

66,424

 

2

%

62,946

 

66,424

 

6

%

63,551

 

65,542

 

3

%

BOE/d

 

17,265

 

17,810

 

3

%

17,328

 

17,810

 

3

%

18,241

 

17,612

 

-3

%

Oil Price per Barrel Produced  (in dollars):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized price before hedging

 

$

87.24

 

$

93.79

 

8

%

$

74.58

 

$

93.79

 

26

%

$

68.86

 

$

91.00

 

32

%

Realized hedging gain (loss)

 

(5.01

)

(1.35

)

-73

%

(3.02

)

(1.35

)

-55

%

(1.77

)

(2.48

)

40

%

Net realized price

 

$

82.23

 

$

92.44

 

12

%

$

71.56

 

$

92.44

 

29

%

$

67.09

 

$

88.52

 

32

%

Natural Gas Price per Mcf  (in dollars):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized price before hedging

 

$

4.18

 

$

3.60

 

-14

%

$

3.96

 

$

3.60

 

-9

%

$

4.34

 

$

4.02

 

-7

%

Realized hedging gain (loss)

 

0.93

 

1.29

 

39

%

2.15

 

1.29

 

-40

%

1.70

 

1.03

 

-39

%

Net realized price

 

$

5.11

 

$

4.89

 

-4

%

$

6.11

 

$

4.89

 

-20

%

$

6.04

 

$

5.05

 

-16

%

Expense per BOE (in dollars):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease operating expenses

 

$

18.06

 

$

13.87

 

-23

%

$

12.61

 

$

13.87

 

10

%

$

12.65

 

$

14.64

 

16

%

Production and property  taxes 

 

$

1.13

 

$

0.97

 

-14

%

$

0.87

 

$

0.97

 

11

%

$

1.01

 

$

0.99

 

-2

%

Transportation expenses

 

$

1.49

 

$

1.42

 

-5

%

$

1.64

 

$

1.42

 

-13

%

$

1.37

 

$

1.45

 

6

%

Depreciation, depletion and   amortization

 

$

12.85

 

$

13.43

 

5

%

$

12.74

 

$

13.43

 

5

%

$

11.79

 

$

13.35

 

13

%

General and administrative (2)

 

$

5.82

 

$

6.89

 

18

%

$

5.72

 

$

6.89

 

20

%

$

5.64

 

$

6.10

 

8

%

Interest expense

 

$

10.08

 

$

10.03

 

0

%

$

6.30

 

$

10.03

 

59

%

$

6.10

 

$

9.51

 

56

%

 


(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 the timing of barge deliveries, oil in tanks and pipeline inventories, and oil pipeline sales nominations.

 

(2)  Net of amounts capitalized.

 

-  more -

 

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Quarter Ended

 

Year Ended

 

UNAUDITED (In thousands)

 

12/31/10

 

9/30/11

 

12/31/11

 

12/31/10

 

12/31/11

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

Oil and natural gas sales

 

$

71,275

 

$

77,296

 

$

81,890

 

$

290,608

 

$

323,423

 

Other

 

791

 

1,635

 

1,478

 

4,684

 

5,355

 

Total revenues

 

72,066

 

78,931

 

83,368

 

295,292

 

328,778

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

Lease operating expense

 

20,103

 

28,684

 

22,740

 

84,255

 

94,100

 

Property and production taxes

 

1,387

 

1,796

 

1,593

 

6,701

 

6,376

 

Transportation expense

 

2,613

 

2,367

 

2,325

 

9,102

 

9,348

 

Depletion, depreciation and amortization

 

20,313

 

20,406

 

22,007

 

78,504

 

85,817

 

Accretion of asset retirement obligation

 

1,592

 

1,623

 

1,602

 

6,241

 

6,423

 

General and administrative

 

9,119

 

9,236

 

11,297

 

37,554

 

39,186

 

Total expenses

 

55,127

 

64,112

 

61,564

 

222,357

 

241,250

 

Income from operations

 

16,939

 

14,819

 

21,804

 

72,935

 

87,528

 

FINANCING COSTS AND OTHER:

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

10,045

 

16,005

 

16,435

 

40,584

 

61,113

 

Interest rate derivative realized (gains) losses

 

4,531

 

 

 

18,094

 

41,147

 

Interest rate derivative unrealized (gains) losses

 

(9,561

)

 

 

13,724

 

(40,064

)

Amortization of deferred loan costs

 

507

 

592

 

595

 

2,362

 

2,310

 

Loss on extinguishment of debt

 

 

 

 

 

1,357

 

Commodity derivative realized (gains) losses

 

(29,632

)

(2,571

)

(19,110

)

(53,501

)

(30,656

)

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

 

37,514

 

(36,001

)

(6,538

)

(14,548

)

(9,993

)

Total financing costs and other

 

13,404

 

(21,975

)

(8,618

)

6,715

 

25,214

 

Income (loss) before taxes

 

3,535

 

36,794

 

30,422

 

66,220

 

62,314

 

Income tax provision (benefit)

 

(900

)

 

 

(1,300

)

 

Net income (loss)

 

$

4,435

 

$

36,794

 

$

30,422

 

$

67,520

 

$

62,314

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

53,451

 

58,738

 

58,772

 

52,249

 

58,106

 

Diluted

 

53,817

 

58,830

 

58,821

 

53,018

 

58,236

 

 

10



 

CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION

 

UNAUDITED ($ in thousands)

 

12/31/10

 

12/31/11

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

5,024

 

$

8,165

 

Accounts receivable

 

29,602

 

30,017

 

Inventories

 

6,229

 

7,411

 

Prepaid expenses and other current assets

 

4,585

 

4,296

 

Income tax receivable

 

931

 

 

Commodity derivatives

 

26,407

 

47,768

 

Total current assets

 

72,778

 

97,657

 

Net property, plant and equipment

 

648,044

 

810,465

 

Total other assets

 

30,101

 

21,622

 

TOTAL ASSETS

 

$

750,923

 

$

929,744

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

45,396

 

$

53,098

 

Interest payable

 

5,538

 

21,854

 

Commodity and interest derivatives

 

33,483

 

2,490

 

Total current liabilities

 

84,417

 

77,442

 

LONG-TERM DEBT

 

633,592

 

686,958

 

COMMODITY AND INTEREST DERIVATIVES

 

23,430

 

308

 

ASSET RETIREMENT OBLIGATIONS

 

93,721

 

92,008

 

Total liabilities

 

835,160

 

856,716

 

Total stockholders’ equity

 

(84,237

)

73,028

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

750,923

 

$

929,744

 

 

11



 

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. Adjusted Earnings should not be considered a substitute for net income (loss) as reported in accordance with GAAP.

 

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)

 

12/31/10

 

9/30/11

 

12/31/11

 

12/31/10

 

12/31/11

 

Adjusted Earnings Reconciliation

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

4,435

 

$

36,794

 

$

30,422

 

$

67,520

 

$

62,314

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

Unrealized commodity (gains) losses

 

29,678

 

(37,991

)

(10,626

)

(39,356

)

(20,051

)

Unrealized interest rate derivative (gains) losses

 

(9,561

)

 

 

13,724

 

(40,064

)

Special Committee related costs

 

 

892

 

750

 

 

1,642

 

Texas severance costs

 

 

 

 

1,254

 

 

Loss on extinguishment of debt

 

 

 

 

 

1,357

 

Settlement of interest rate swap contracts

 

 

 

 

 

38,065

 

Tax effects

 

 

 

 

 

 

Adjusted Earnings

 

$

24,552

 

$

(305

)

$

20,546

 

$

43,142

 

$

43,263

 

 

12



 

 

 

Quarter Ended

 

Year Ended

 

UNAUDITED ($ in thousands)

 

12/31/10

 

9/30/11

 

12/31/11

 

12/31/10

 

12/31/11

 

Adjusted EBITDA Reconciliation

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

4,435

 

$

36,794

 

$

30,422

 

$

67,520

 

$

62,314

 

Interest expense

 

10,045

 

16,005

 

16,435

 

40,584

 

61,113

 

Interest rate derivative (gains) losses - realized

 

4,531

 

 

 

18,094

 

41,147

 

Income taxes

 

(900

)

 

 

(1,300

)

 

DD&A

 

20,313

 

20,406

 

22,007

 

78,504

 

85,817

 

Accretion of asset retirement obligation

 

1,592

 

1,623

 

1,602

 

6,241

 

6,423

 

Amortization of deferred loan costs

 

507

 

592

 

595

 

2,362

 

2,310

 

Loss on extinguishment of debt

 

 

 

 

 

1,357

 

Share-based payments

 

1,535

 

1,563

 

1,781

 

5,653

 

6,747

 

Special Committee related costs

 

 

892

 

750

 

 

1,642

 

Texas severance costs

 

 

 

 

1,254

 

 

Amortization of derivative premiums

 

7,836

 

1,990

 

4,088

 

24,808

 

10,058

 

Unrealized commodity derivative (gains) losses

 

29,678

 

(37,991

)

(10,626

)

(39,356

)

(20,051

)

Unrealized interest rate derivative (gains) losses

 

(9,561

)

 

 

13,724

 

(40,064

)

Adjusted EBITDA

 

$

70,011

 

$

41,874

 

$

67,054

 

$

218,088

 

$

218,813

 

 

We also provide per BOE G&A expenses excluding costs associated with the Texas asset sales, costs related to the Special Committee review of the going-private proposal from the company’s Chairman & CEO, and 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)

 

12/31/10

 

9/30/11

 

12/31/11

 

12/31/10

 

12/31/11

 

G&A per BOE Reconciliation

 

 

 

 

 

 

 

 

 

 

 

G&A expense

 

$

9,119

 

$

9,236

 

$

11,297

 

$

37,554

 

$

39,186

 

Less:

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation expense

 

(1,255

)

(1,303

)

(1,591

)

(4,503

)

(5,667

)

Special Committee related costs

 

 

(892

)

(750

)

 

(1,642

)

Texas severance costs

 

 

 

 

(1,254

)

 

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

 

7,864

 

7,041

 

8,956

 

31,797

 

31,877

 

MBOE

 

1,594

 

1,588

 

1,639

 

6,658

 

6,428

 

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

 

$

4.93

 

$

4.43

 

$

5.46

 

$

4.78

 

$

4.96

 

 

13



 

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, 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%. Management also believes that the PV-10 based on the NYMEX 5-year forward strip pricing is useful for evaluative purposes since the use of a strip price provides a measure based on current market perception.

 

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

 

UNAUDITED ($ in thousands)

 

12/31/2010

 

12/31/2011

 

 

 

 

 

 

 

Standardized measure of discounted future net cash flows

 

$

902,901

 

$

1,364,146

 

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

 

225,795

 

442,355

 

PV-10 at year end SEC prices

 

$

1,128,696

 

1,806,501

 

Add: Effect of five year NYMEX strip at December 31, 2011

 

 

 

(43,180

)

PV-10 at five year NYMEX strip at December 31, 2011

 

 

 

$

1,763,321

 

 

- end -

 

14