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8-K - FORM 8-K - EAGLE ROCK ENERGY PARTNERS L Pform8-kq22012earningsrelea.htm


Exhibit 99.1

August 1, 2012
 
Eagle Rock Reports Second Quarter 2012 Financial Results

HOUSTON - Eagle Rock Energy Partners, L.P. (together with its subsidiaries, as applicable, "Eagle Rock" or the "Partnership") (NASDAQ: EROC) today announced its unaudited financial results for the three months ended June 30, 2012. Financial highlights with respect to second quarter 2012 included the following:
 
Reported Adjusted EBITDA of $57.7 million and Distributable Cash Flow of $31.6 million, each representing a decrease as compared to the amounts reported for the first quarter of 2012; the decreases resulted primarily from unscheduled downtime at the Partnership's Phoenix-Arrington Ranch processing facility (the “Phoenix Plant”) in the Texas Panhandle and Big Escambia Creek processing facility in Alabama during the second quarter.
Announced a quarterly distribution with respect to the second quarter of 2012 of $0.22 per common unit, equivalent to $0.88 per unit on an annualized basis.
Reported Net Income of $61.8 million compared to a Net Loss of $50.3 million reported for the first quarter of 2012; the increase was driven primarily by unrealized gains on the Partnership's commodity derivative portfolio.

Other notable financial and operational activities of the Partnership since March 31, 2012, included the following:

Announced the successful re-start of the Phoenix Plant on July 2, 2012. The plant had been shut down since April 30, 2012, due to an incident that caused damage to the inlet header system.
Completed the successful startup on May 30, 2012 of the Woodall Plant, a new 60 MMcf/d cryogenic processing facility in the heart of the Granite Wash play in the Texas Panhandle.
Received proceeds of $12.8 million from the final exercise of 2.1 million warrants for an equal number of newly-issued common units on May 15, 2012. The Partnership used the proceeds to repay outstanding borrowings under its revolving credit facility.
Announced that the Upstream component of the borrowing base under its senior secured credit facility was reaffirmed at $375 million by its commercial lenders as part of its regularly scheduled semi-annual redetermination.
On July 13, 2012, completed an add-on private offering of $250 million of 8.375% senior unsecured notes due 2019. The Partnership used the proceeds to repay outstanding borrowings under its revolving credit facility.
“Despite unscheduled downtime at two of our largest processing plants and a challenging commodity price environment, we posted another solid quarter,” said Joseph A. Mills, Eagle Rock's Chairman and Chief Executive Officer. “Even more importantly, we continued to enhance our strategic position in the Granite Wash during the quarter with the completion of our Woodall Plant and the continued development of our Wheeler Plant.”







Update Regarding Midstream Expansion in Texas Panhandle Granite Wash
In 2011, the Partnership announced plans for two new, high-efficiency cryogenic processing plants in the Texas Panhandle (the Woodall Plant and the Wheeler Plant).
The 60 MMcf/d Woodall Plant, located in Hemphill County, Texas, was placed into service on May 30, 2012. Throughput peaked at over 40 MMcf/d in early June before an incident involving a third party residue gas pipeline on June 5, 2012, which constrained the Woodall plant throughput. The rate allowance on the damaged third party pipeline was increased in mid-July, and the plant is now processing over 30 MMcf/d with the potential to increase volumes subject to further rate increases from the third party pipeline operator.
Construction of the 60 MMcf/d Wheeler Plant and associated gathering and compression infrastructure is expected to be completed in the first half of 2013 at a cost of approximately $63 million, $15.3 million of which was spent through June 30, 2012. The addition of the Woodall and Wheeler Plants to the Partnership's existing processing infrastructure in the Texas Panhandle Segment is in response to incremental processing demand driven by continued drilling activity in the Granite Wash play.
With the re-start of the Phoenix Plant and the startup of the Woodall Plant, Eagle Rock currently has approximately 190 MMcf/d of high efficiency cryogenic processing capacity serving the Granite Wash play. This capacity is expected to increase to 250 MMcf/d in the first half of 2013 with the completion of the Wheeler Plant.
Second Quarter 2012 Financial and Operating Results
During the fourth quarter of 2011, the East Texas/Louisiana, South Texas and Gulf of Mexico segments were collapsed into a single reporting segment and a new Marketing and Trading reporting segment was created. The Midstream Business's financial results are now reported in the following segments: (i) Texas Panhandle, which no longer includes the results of the Partnership's Marketing and Trading operations, (ii) East Texas and Other Midstream, which consolidates Eagle Rock's former East Texas/Louisiana, South Texas and Gulf of Mexico segments, and (iii) Marketing and Trading, which is a new reporting segment. Operating results for the reportable segments have been recast for 2011 to reflect these changes. The Partnership's Upstream segment and functional (Corporate) segments remained unchanged from what has been previously reported.
The following discussion of Eagle Rock's operating income by business segment compares the Partnership's financial results in the second quarter of 2012 to those of the first quarter of 2012. The Partnership believes comparing these periods is more illustrative of current operating trends than comparing the current quarter to results achieved in the second quarter of 2011. Please refer to the financial tables at the end of this release for further detailed information.
Midstream Business - Operating income from continuing operations, excluding the impact of impairments, for the Midstream Business in the second quarter of 2012 decreased by approximately $3.0 million, or 26%, compared to the first quarter of 2012. This decrease was due to lower average realized prices and a 12% and 5% decrease in gathered volumes and equity condensate volumes, respectively, driven primarily by plant downtime in the Texas





Panhandle.
In the Texas Panhandle, gathered volumes were down approximately 16%, with combined equity NGL and condensate volumes down approximately 8%, compared to the first quarter of 2012. The decline in gathered volumes and in combined equity NGL and condensate volumes was attributable to the downtime at the Phoenix Plant and the constrained residue outlet at Woodall due to a third party pipeline disruption. The Partnership estimates the Phoenix Plant downtime and the pipeline disruption negatively impacted Adjusted EBITDA for the quarter by approximately $2.8 million and $0.6 million, respectively. This negative impact was partially offset by proceeds from an insurance payment of $2.9 million, which was recorded as other revenue, for business interruption related to the downtime caused by the severe winter weather at the Partnership's Cargray plant in 2011.
In the East Texas and Other Midstream segment, gathered volumes were down approximately 9%, with combined equity NGL and condensate volumes down approximately 7%, compared to the first quarter of 2012.  The decrease in gathered volumes and combined equity NGL and condensate volumes was due to natural declines in the production of existing wells and reduced drilling activity in certain of the Partnership's gathering systems. Gathering volumes around the Partnership's systems servicing the liquids-rich Austin Chalk play in East Texas increased approximately 6% as compared to the first quarter of 2012.
The Marketing and Trading segment includes the financial results of the Partnership's crude oil and condensate marketing and natural gas marketing and trading operations.  Eagle Rock's crude oil and condensate marketing effort was established in 2010 to develop and implement marketing uplift strategies surrounding crude and condensate in Alabama and in the Texas Panhandle.  Eagle Rock's natural gas marketing and trading operations were established in 2011 to capitalize on physical and financial natural gas marketing and trading opportunities that extend from the Partnership's upstream and midstream assets.  Operating income for the Marketing and Trading segment in the second quarter of 2012, including intercompany sales and intersegment cost of sales, decreased by approximately $995,000, or 61%, compared to the first quarter of 2012, primarily due to lower commodity prices and the reduced residue gas volumes resulting from the Phoenix plant downtime.
Upstream Business - Operating income for Eagle Rock's Upstream Business in the second quarter of 2012, excluding the impact of impairments, decreased by $10.4 million, or 51%, compared to the first quarter of 2012. The decrease was attributable to lower realized natural gas, NGL and crude prices and lower production during the quarter.
Production volumes in the Upstream Business averaged 82.9 MMcfe/d during the quarter, a decrease of approximately 2% from the first quarter of 2012. The production decrease was driven by unscheduled downtime at the Partnership's Big Escambia Creek (“BEC”) processing facility in Alabama.
The Partnership conducted unscheduled maintenance at its BEC facility, which processes Eagle Rock's upstream production in southern Alabama, in each of May and June.  The BEC facility was taken down for eight days in mid-May and then for another seven days in the beginning of June to perform work on a compressor associated with the sulfur recovery unit.  The plant is currently operating at its previous levels.  In total, the impact of the unscheduled turnarounds reduced second quarter production by an estimated 3.7 MMcf/d and negatively impacted Adjusted EBITDA for the quarter by approximately $4.3 million. Without this downtime, total





production for the second quarter would have increased by approximately 2.2% over first quarter 2012 production levels.
Total capital expenditures for the Upstream Segment in the second quarter were approximately $45.5 million, up by approximately $18 million as compared to the first quarter of 2012. The Partnership spent approximately $2.7 million in capital expenditures related to previously-disclosed upgrades to its Alabama operations in order to fulfill permit obligations and comply with new environmental standards. The Partnership expects to spend a total of approximately $50 million on these upgrades through 2013. Management has determined, based on an analysis of the expected cost of the facility upgrades relative to their expected incremental cash flows, to classify 55% of the total capital invested to achieve the SO2 emissions standard at the Alabama operations as maintenance capital, which will reduce the amount of distributable cash flow recognized in the periods in which the capital is spent. To the extent such expectations change management will adjust the percentage of total capital invested classified as maintenance capital accordingly.
Corporate Segment - Operating loss for the Corporate segment, excluding the impact of unrealized derivative gains and losses, was $2.6 million for the second quarter of 2012 as compared to $9.9 million for the first quarter of 2012. The improvement was attributable to higher realized commodity derivative gains (as a result of lower commodity prices) for the second quarter.
Total revenue for the second quarter of 2012, including the impact of Eagle Rock's realized and unrealized commodity derivative gains and losses, was $282.4 million, up 25% compared with the $225.8 million reported for the first quarter of 2012. The increase in revenue was primarily due to unrealized commodity derivative gains as compared to the first quarter of 2012. Eagle Rock recorded an unrealized gain on commodity derivatives of $79.5 million in the second quarter 2012, as compared to an unrealized loss on commodity derivatives of $14.8 million in the first quarter 2012. Unrealized gain (loss) on commodity derivatives is a non-cash, mark-to-market amount.
Revenues less cost of goods sold associated with the sale of crude oil, natural gas, NGLs, condensate and sulfur decreased by $17.2 million relative to the first quarter of 2012, driven primarily by lower average realized natural gas, NGL and crude prices and reduced volumes. Approximately $10.3 million of this decrease was offset by higher realized proceeds from commodity derivatives in the second quarter relative to the first quarter of 2012.
Adjusted EBITDA was $57.7 million and Distributable Cash Flow was $31.6 million for the second quarter of 2012, down 8% and 23%, respectively, as compared to the first quarter.
Update Regarding Distribution Policy
On July 24, 2012, the Partnership declared a cash distribution of $0.22 per common and restricted unit for the quarter ended June 30, 2012, equivalent to $0.88 per unit on an annualized basis. This distribution is consistent with the distribution paid for the first quarter 2012 and represents a 17% increase from the distribution paid for the second quarter of 2011. The distribution will be paid on Tuesday, August 14, 2012 to unitholders of record as of the close of business on Tuesday, August 7, 2012.
Management had previously announced its intention to recommend to the board of directors an





annualized distribution of $1.00 per unit by the fourth quarter of 2012, conditioned upon, among other factors, the general business climate and commodity prices. Given the substantial downturn in natural gas liquids prices year-to-date, management now intends to maintain, or recommend smaller increases in, the quarterly distribution through the fourth quarter of 2012.
Capitalization and Liquidity Update
Total debt outstanding as of June 30, 2012 was $886.0 million, consisting of $298.0 million of senior unsecured notes (net of an unamortized debt discount of $2.0 million) and borrowings of $588.0 million under the Partnership's senior secured credit facility. Borrowings during the second quarter of 2012 were attributable to capital spending related to the Partnership's Woodall and Wheeler Plants, Big Escambia Creek processing facility and to new drilling activity.
On July 10, 2012, the Partnership completed the sale of $250.0 million of senior unsecured notes through a private placement. Like the senior unsecured notes issued on May 27, 2011, the new senior unsecured notes bear a coupon of 8.375% and mature on June 1, 2019. After the original issue discount of $3.7 million and excluding related offering expenses, the Partnership received net proceeds of approximately $246.3 million from the new notes, which were used to repay borrowings outstanding under Eagle Rock's credit facility. The new notes and the notes originally issued on May 27, 2011, will be treated as a single class of debt securities under the same indenture.
The Partnership is in compliance with its financial covenants and has no maturities under its credit facility until June 2016. Availability under the credit facility is subject to a borrowing base comprised of two components: the upstream component and the midstream component. As of June 30, 2012, the Partnership had approximately $78 million of availability under the credit facility, based on its outstanding commitments. Pro forma for the Partnership's senior unsecured notes offering on July 10, 2012, the Partnership had approximately $320 million of availability under the credit facility, based on its outstanding commitments.
As of June 30, 2012, the Partnership had 136.6 million units outstanding, including unvested restricted common units outstanding under its Long-Term Incentive Plan.

Hedging Update
The Partnership has entered into the following commodity hedges since its last hedging update on May 2, 2012:
 
Transaction Date
Product / (Type)
Quantity
Price ($/MMBtu)
Term
7/12/2012
HH Natural Gas
(Swap)
100,000
MMbtu/month
$4.175
Cal. 2015

The Partnership also made the following adjustments to existing positions in July:






Transaction Date
Product / (Type)
Quantity
Price ($/Bbl)
Term
Adjustment
7/20/2012
WTI Crude
(Swap)
20,000
 Bbls/month
$92.00
July-Dec 2012
Strike price bought up to market ($92.00) for the remainder of 2012
7/13/2012
WTI Crude
(Collar)
40,000
Bbls/month
$90.00/$97.55
Cal. 2015
Reallocated hedge from Midstream Business to Upstream Business
Details of the recent hedging transactions are included in the updated Commodity Hedging Overview presentation Eagle Rock posted today to its website. The latest presentation can be accessed by going to www.eaglerockenergy.com: select Investor Relations, then select Presentations.
In conjunction with the Partnership's issuance of $250 million of senior unsecured notes in July 2012, the Partnership adjusted its interest rate hedge portfolio to re-balance its mix of floating and fixed interest rate exposure. The Partnership terminated the full $200 million notional amount of its existing 4.295% and 4.095% fixed rate interest rate swaps at a cost of $3.8 million.
Conference Call
Eagle Rock will hold a conference call to discuss its second quarter 2012 financial and operating results on Thursday, August 2, 2012 at 2:00 p.m. Eastern Time (1:00 p.m. Central Time).
Interested parties may listen live over the internet or via telephone. To listen live over the internet, log on to the Partnership's web site at www.eaglerockenergy.com. To participate by telephone, the call-in number is 888-206-4074, confirmation code 32953687. Investors are advised to dial into the call at least 15 minutes prior to the call to register. Participants may pre-register for the call by using the following link: https://www.yourconferencecenter.com/confcenter/PinCode/Pin_Code.aspx?100374&o=UnXJWBYSzRsuZt. Interested parties can also view important information about the Partnership's conference call by following this link. Pre-registering is not mandatory but is recommended as it will provide you immediate entry to the call and will facilitate the timely start of the call. Pre-registration only takes a few minutes and you may pre-register at any time, including up to and after the start of the call. An audio replay of the conference call will also be available for thirty days by dialing 888-843-7419, confirmation code 5173742. In addition, a replay of the audio webcast will be available by accessing the Partnership's web site after the call is concluded.

About the Partnership
The Partnership is a growth-oriented master limited partnership engaged in two businesses: a) midstream, which includes (i) gathering, compressing, treating, processing and transporting natural gas; (ii) fractionating and transporting natural gas liquids (NGLs); (iii) crude oil logistics and marketing; and (iv) natural gas marketing and trading; and b) upstream, which includes exploiting, developing, and producing hydrocarbons in oil and natural gas properties.
Contacts:
Eagle Rock Energy Partners, L.P.
Jeff Wood, 281-408-1203





Senior Vice President and Chief Financial Officer
Adam Altsuler, 281-408-1350
Director, Corporate Finance and Investor Relations


Use of Non-GAAP Financial Measures
 
This news release and the accompanying schedules include the non-generally accepted accounting principles, or non-GAAP, financial measures of Adjusted EBITDA and Distributable Cash Flow. The accompanying non-GAAP financial measures schedules (after the financial schedules) provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States, or GAAP. Non-GAAP financial measures should not be considered alternatives to GAAP measures such as net income (loss), operating income (loss), cash flows from operating activities or any other GAAP measure of liquidity or financial performance.
 
Eagle Rock defines Adjusted EBITDA as net income (loss) plus or (minus) income tax provision (benefit); interest-net, including realized interest rate risk management instruments and other expense; depreciation, depletion and amortization expense; impairment expense; other operating expense, non-recurring; other non-cash operating and general and administrative expenses, including non-cash compensation related to the Partnership's equity-based compensation program; unrealized (gains) losses on commodity and interest rate risk management related instruments; (gains) losses on discontinued operations and other (income) expense.
 
Eagle Rock uses Adjusted EBITDA as a measure of its core profitability to assess the financial performance of its assets. Adjusted EBITDA also is used as a supplemental financial measure by external users of Eagle Rock's financial statements such as investors, commercial banks and research analysts. For example, the Partnership's lenders under its revolving credit facility use a variant of its Adjusted EBITDA in a compliance covenant designed to measure the viability of Eagle Rock and its ability to perform under the terms of the revolving credit facility; Eagle Rock, therefore, uses Adjusted EBITDA to measure its compliance with its revolving credit facility. Eagle Rock believes that investors benefit from having access to the same financial measures that its management uses in evaluating performance. Adjusted EBITDA is useful in determining Eagle Rock's ability to sustain or increase distributions. By excluding unrealized derivative gains (losses), a non-cash, mark-to-market benefit (charge) which represents the change in fair market value of the Partnership's executed derivative instruments and is independent of its assets' performance or cash flow generating ability, Eagle Rock believes Adjusted EBITDA reflects more accurately the Partnership's ability to generate cash sufficient to pay interest costs, support its level of indebtedness, make cash distributions to its unitholders and finance its maintenance capital expenditures. Eagle Rock further believes that Adjusted EBITDA also portrays more accurately the underlying performance of its operating assets by isolating the performance of its operating assets from the impact of an unrealized, non-cash measure designed to portray the fluctuating inherent value of a financial asset. Similarly, by excluding the impact of non-recurring discontinued operations, Adjusted EBITDA provides users of the Partnership's financial statements a more accurate picture of its current assets' cash generation ability, independently from that of assets which are no longer a part of its operations.
 





Eagle Rock's Adjusted EBITDA definition may not be comparable to Adjusted EBITDA or similarly titled measures of other entities, as other entities may not calculate Adjusted EBITDA in the same manner as Eagle Rock. For example, the Partnership includes in Adjusted EBITDA the actual settlement revenue created from its commodity hedges by virtue of transactions undertaken by it to reset commodity hedges to prices higher than those reflected in the forward curve at the time of the transaction or to purchase puts or other similar floors despite the fact that the Partnership excludes from Adjusted EBITDA any charge for amortization of the cost of such commodity hedge reset transactions or puts. Eagle Rock has reconciled Adjusted EBITDA to the GAAP financial measure of net income (loss) at the end of this release.
 
Distributable Cash Flow is defined as Adjusted EBITDA minus: (i) maintenance capital expenditures; (ii) cash interest expense; (iii) cash income taxes; and (iv) the addition of losses or subtraction of gains relating to other miscellaneous non-cash amounts affecting net income (loss) for the period. Maintenance capital expenditures represent capital expenditures made to replace partially or fully depreciated assets; to meet regulatory requirements; to maintain the existing operating capacity of the Partnership's gathering, processing and treating assets or to maintain the Partnership's natural gas, NGL, crude or sulfur production.
 
Distributable Cash Flow is a significant performance metric used by senior management to compare cash flows generated by the Partnership (excluding growth capital expenditures and prior to the establishment of any retained cash reserves by the Board of Directors) to the cash distributions expected to be paid to unitholders. Using this metric, management can quickly compute the coverage ratio of estimated cash flows to planned cash distributions. This financial measure also is important to investors as an indicator of whether the Partnership is generating cash flow at a level that can sustain or support an increase in quarterly distribution rates. Actual distributions are set by the Board of Directors.
 
The GAAP measure most directly comparable to Distributable Cash Flow is net income (loss). Eagle Rock's Distributable Cash Flow definition may not be comparable to Distributable Cash Flow or similarly titled measures of other entities, as other entities may not calculate Distributable Cash Flow (and Adjusted EBITDA, on which it builds) in the same manner as Eagle Rock. See the example given above for Adjusted EBITDA related to amortization of costs of commodity hedges, including costs of hedge reset transactions. Eagle Rock has reconciled Distributable Cash Flow to the GAAP financial measure of net income/(loss) at the end of this release.
 
This news release may include "forward-looking statements." All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements and speak only as of the date on which such statement is made. These statements are based on certain assumptions made by the Partnership based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Partnership. These include, but are not limited to, risks related to volatility of commodity prices; market demand for crude oil, natural gas and natural gas liquids; the effectiveness of the Partnership's hedging activities; the Partnership's ability to retain key customers; the Partnership's ability to continue to obtain new sources of crude oil and natural gas supply; the availability of local, intrastate and interstate transportation systems and other facilities to transport crude oil, natural gas and natural gas liquids; competition in the oil and gas





industry; the Partnership's ability to obtain credit and access the capital markets; general economic conditions; and the effects of government regulations and policies. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the Partnership's actual results and plans could differ materially from those implied or expressed by any forward-looking statements. The Partnership assumes no obligation to update any forward-looking statement as of any future date. For a detailed list of the Partnership's risk factors, please consult the Partnership's Form 10-K, filed with the Securities and Exchange Commission ("SEC") for the year ended December 31, 2011 and the Partnership's Forms 10-Q filed with the SEC for subsequent quarters, as well as any other public filings and press releases.







Eagle Rock Energy Partners, L.P.
Consolidated Statement of Operations
($ in thousands)
(unaudited)

 
Three Months Ended
June 30,
 
Six Months Ended June 30,
 
Three Months Ended March 31, 2012
 
2012
 
2011
 
2012
 
2011
 
REVENUE:
 
 
 
 
 
 
 
 
 
Natural gas, natural gas liquids, oil, condensate and sulfur sales
$
172,945

 
$
265,317

 
$
395,658

 
$
468,372

 
$
222,713

Gathering, compression, processing and treating fees
10,451

 
12,304

 
21,962

 
25,549

 
11,511

Unrealized commodity derivative (losses) gains
79,502

 
43,151

 
64,731

 
(10,847
)
 
(14,771
)
Realized commodity derivative losses
16,463

 
(8,813
)
 
22,626

 
(15,260
)
 
6,163

Other revenue
3,043

 
(244
)
 
3,182

 
1,265

 
139

Total revenue
282,404

 
311,715

 
508,159

 
469,079

 
225,755

 
 
 
 
 
 
 
 
 
 
COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
 
Cost of natural gas and natural gas liquids
97,914

 
172,674

 
228,368

 
319,993

 
130,454

Operations and maintenance
27,562

 
21,951

 
54,611

 
41,426

 
27,049

Taxes other than income
4,620

 
5,189

 
9,770

 
8,505

 
5,150

General and administrative
18,736

 
15,902

 
35,577

 
27,678

 
16,841

Other operating income

 
(2,893
)
 

 
(2,893
)
 

Impairment
21,402

 
4,560

 
66,924

 
4,884

 
45,522

Depreciation, depletion and amortization
38,354

 
31,576

 
77,648

 
55,274

 
39,294

Total costs and expenses
208,588

 
248,959

 
472,898

 
454,867

 
264,310

OPERATING LOSS
73,816

 
62,756

 
35,261

 
14,212

 
(38,555
)
OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
 
 
Interest expense, net
(10,647
)
 
(6,308
)
 
(20,888
)
 
(9,529
)
 
(10,241
)
Realized interest rate derivative losses
(3,470
)
 
(4,434
)
 
(6,845
)
 
(9,661
)
 
(3,375
)
Unrealized interest rate derivative (losses) gains
2,007

 
2,791

 
3,803

 
5,356

 
1,796

Other (expense) income
4

 
(114
)
 
(45
)
 
(164
)
 
(49
)
Total other income (expense)
(12,106
)
 
(8,065
)
 
(23,975
)
 
(13,998
)
 
(11,869
)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
61,710

 
54,691

 
11,286

 
214

 
(50,424
)
INCOME TAX BENEFIT
(79
)
 
(691
)
 
(170
)
 
(733
)
 
(91
)
(LOSS) INCOME FROM CONTINUING OPERATIONS
61,789

 
55,382

 
11,456

 
947

 
(50,333
)
DISCONTINUED OPERATIONS, NET OF TAX

 
(311
)
 

 
407

 

NET (LOSS) INCOME
$
61,789

 
$
55,071

 
$
11,456

 
$
1,354

 
$
(50,333
)

















Eagle Rock Energy Partners, L.P.
Consolidated Balance Sheets
($ in thousands)
(unaudited)
 
June 30,
2012
 
December 31,
2011
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
70

 
$
877

Accounts receivable
83,569

 
97,832

Risk management assets
54,290

 
13,080

Prepayments and other current assets
13,025

 
13,739

Total current assets
150,954

 
125,528

PROPERTY, PLANT AND EQUIPMENT - Net
1,800,180

 
1,763,674

INTANGIBLE ASSETS - Net
88,956

 
109,702

DEFERRED TAX ASSET
1,234

 
1,432

RISK MANAGEMENT ASSETS
39,786

 
24,290

OTHER ASSETS
17,421

 
21,062

TOTAL ASSETS
$
2,098,531

 
$
2,045,688

 
 
 
 
LIABILITIES AND MEMBERS' EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
113,845

 
$
145,985

Accrued liabilities
13,039

 
12,734

Taxes payable
460

 
487

Risk management liabilities
3,840

 
11,649

Total current liabilities
131,184

 
170,855

LONG-TERM DEBT
885,954

 
779,453

ASSET RETIREMENT OBLIGATIONS
33,962

 
33,303

DEFERRED TAX LIABILITY
44,302

 
45,216

RISK MANAGEMENT LIABILITIES
2,086

 
6,893

OTHER LONG TERM LIABILITIES
2,427

 
2,621

MEMBERS' EQUITY
998,616

 
1,007,347

TOTAL LIABILITIES AND MEMBERS' EQUITY
$
2,098,531

 
$
2,045,688







Eagle Rock Energy Partners, L.P.
Segment Summary
Operating Income
($ in thousands)
(unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended June 30,
 
Three Months Ended March 31, 2012
 
2012
 
2011
 
2012
 
2011
 
Midstream
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Natural gas, natural gas liquids, oil and condensate sales
$
140,324

 
$
225,749

 
$
321,256

 
$
411,346

 
$
180,932

Intercompany sales - natural gas
(2,113
)
 

 
(4,963
)
 

 
(2,850
)
Gathering and treating services
10,451

 
12,304

 
21,962

 
25,549

 
11,511

Other
2,864

 

 
2,864

 

 

Total revenue
151,526

 
238,053

 
341,119

 
436,895

 
189,593

Cost of natural gas, natural gas liquids, oil and condensate
97,914

 
172,674

 
228,368

 
319,993

 
130,454

Intersegment elimination - Cost of natural gas, oil and condensate
10,383

 
13,903

 
24,014

 
20,992

 
13,631

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
Operations and maintenance
18,164

 
16,580

 
35,531

 
31,365

 
17,367

Impairment
20,617

 
4,560

 
66,139

 
4,560

 
45,522

Depreciation, depletion and amortization
16,565

 
16,076

 
33,247

 
32,157

 
16,682

Total operating costs and expenses
55,346

 
37,216

 
134,917

 
68,082

 
79,571

Operating income from continuing operations
(12,117
)
 
14,260

 
(46,180
)
 
27,828

 
(34,063
)
Discontinued Operations (2)

 
(449
)
 

 
3

 

Operating income (loss)
$
(12,117
)
 
$
13,811

 
$
(46,180
)
 
$
27,831

 
$
(34,063
)
 
 
 
 
 
 
 
 
 
 
Upstream (1)
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
 
Oil and condensate sales
$
12,247

 
$
11,172

 
$
29,712

 
$
16,530

 
$
17,465

Intersegment sales - condensate
10,306

 
13,021

 
22,795

 
22,524

 
12,489

Natural gas sales (3)
6,832

 
11,886

 
14,150

 
15,280

 
7,318

Intersegment sales - natural gas
2,113

 

 
4,963

 

 
2,850

Natural gas liquids sales (4)
10,340

 
11,826

 
23,081

 
17,492

 
12,741

Sulfur sales (5)
3,202

 
4,684

 
7,459

 
7,724

 
4,257

Other
179

 
(244
)
 
318

 
1,265

 
139

Total revenue
45,219

 
52,345

 
102,478

 
80,815

 
57,259

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
Operations and maintenance (2)
14,018

 
10,584

 
28,850

 
18,632

 
14,832

Impairment
785

 

 
785

 
324

 

Depreciation, depletion and amortization
21,366

 
15,180

 
43,586

 
22,410

 
22,220

Total operating costs and expenses
36,169

 
25,764

 
73,221

 
41,366

 
37,052

Operating income
$
9,050

 
$
26,581

 
$
29,257

 
$
39,449

 
$
20,207

 
 
 
 
 
 
 
 
 
 
Corporate and Other
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Unrealized commodity derivative (losses) gains
$
79,502

 
$
43,151

 
$
64,731

 
$
(10,847
)
 
$
(14,771
)
Realized commodity derivative losses
16,463

 
(8,813
)
 
22,626

 
(15,260
)
 
6,163

Intersegment elimination - Sales of natural gas, oil and condensate
(10,306
)
 
(13,021
)
 
(22,795
)
 
(22,524
)
 
(12,489
)
Total revenue
85,659

 
21,317

 
64,562

 
(48,631
)
 
(21,097
)
Costs and expenses:
 
 
 
 
 
 
 
 
 
Intersegment elimination - Cost of natural gas, oil and condensate
(10,383
)
 
(13,903
)
 
(24,014
)
 
(20,992
)
 
(13,631
)
General and administrative
18,736

 
15,902

 
35,577

 
27,678

 
16,841

Intersegment elimination - Operations and maintenance

 
(24
)
 

 
(66
)
 

Other operating Income

 
(2,893
)
 

 
(2,893
)
 

Depreciation, depletion and amortization
423

 
320

 
815

 
707

 
392

Operating (loss) income
$
76,883

 
$
21,915

 
$
52,184

 
$
(53,065
)
 
$
(24,699
)
____________________
(1)
The three and six months ended June 30, 2012 and three months ended March 31, 2012 includes operations related to the Crow Creek Acquisition starting on May 3, 2011.
(2)
Includes natural gas sales of $24 and $66 from the East Texas and Other Midstream Texas Segment to the Upstream Segment for the three and six months ended June 30, 2011, respectively.
(3)
Revenues include a change in the value of product imbalances of $49, $55, $53 and $60 for the three and six months ended June 30, 2012 and 2011, respectively, and $6 for the three months ended March 31, 2012.
(4)
Revenues include a change in the value of product imbalances of $(257) , $86, $(195) and $115 for the three and six months ended June 30, 2012 and 2011, respectively, and $171 for the three months ended March 31, 2012.
(5)
Revenues include a change in the value of product imbalances of $(2) , $32, $66 and $71 for the three and six months ended June 30, 2012 and 2011, respectively, and $33 for the three months ended March 31, 2012.






Eagle Rock Energy Partners, L.P.
Midstream Segment
Operating Income
($ in thousands)
(unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended June 30,
 
Three Months Ended March 31, 2012
 
2012
 
2011
 
2012
 
2011
 
Texas Panhandle
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Natural gas, natural gas liquids, oil and condensate sales
$
55,937

 
$
117,767

 
$
129,017

 
$
214,393

 
$
73,080

Intersegment sales - natural gas
19,043

 

 
44,489

 

 
25,446

Gathering, compression, processing and treating services
3,852

 
4,227

 
8,802

 
8,013

 
4,950

Other
2,864

 

 
2,864

 

 

Total revenue
81,696

 
121,994

 
185,172

 
222,406

 
103,476

Cost of natural gas, natural gas liquids, oil and condensate
51,117

 
87,761

 
122,605

 
159,715

 
71,488

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
Operations and maintenance
12,399

 
11,207

 
24,637

 
20,608

 
12,238

Impairment

 
4,560

 

 
4,560

 

Depreciation, depletion and amortization
9,873

 
9,116

 
19,390

 
18,237

 
9,517

Total operating costs and expenses
22,272

 
24,883

 
44,027

 
43,405

 
21,755

Operating income
$
8,307

 
$
9,350

 
$
18,540

 
$
19,286

 
$
10,233

 
 
 
 
 
 
 
 
 
 
East Texas and Other Midstream
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Natural gas, natural gas liquids, oil and condensate sales
$
30,998

 
$
69,676

 
$
72,268

 
$
134,195

 
$
41,270

Intercompany Sales
6,928

 

 
16,451

 

 
9,523

Gathering, compression, processing and treating services
6,599

 
8,077

 
13,160

 
17,536

 
6,561

Total revenue
44,525

 
77,753

 
101,879

 
151,731

 
57,354

Cost of natural gas and natural gas liquids
32,550

 
61,186

 
78,058

 
119,666

 
45,508

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
Operations and maintenance
5,764

 
5,373

 
10,893

 
10,757

 
5,129

Impairment
20,617

 

 
66,139

 

 
45,522

Depreciation, depletion and amortization
6,667

 
6,960

 
13,802

 
13,920

 
7,135

Total operating costs and expenses
33,048

 
12,333

 
90,834

 
24,677

 
57,786

Operating income (loss) from continuing operations
(21,073
)
 
4,234

 
(67,013
)
 
7,388

 
(45,940
)
Discontinued Operations

 
(449
)
 

 
3

 

Operating income (loss)
$
(21,073
)
 
$
3,785

 
$
(67,013
)
 
$
7,391

 
$
(45,940
)
 
 
 
 
 
 
 
 
 
 
Marketing and Trading
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Natural gas, natural gas liquids, oil and condensate sales
$
53,389

 
$
38,306

 
$
119,971

 
$
62,758

 
$
66,582

Intercompany Sales
(28,084
)
 

 
(65,903
)
 

 
(37,819
)
Total revenue
25,305

 
38,306

 
54,068

 
62,758

 
28,763

Cost of natural gas and natural gas liquids
14,247

 
23,727

 
27,705

 
40,612

 
13,458

Intersegment Cost of Sales
10,383

 
13,903

 
24,014

 
20,992

 
13,631

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
Operations and maintenance
1

 

 
1

 

 

Depreciation, depletion and amortization
25

 

 
55

 

 
30

Total operating costs and expenses
26

 

 
56

 

 
30

Operating income
$
649

 
$
676

 
$
2,293

 
$
1,154

 
$
1,644








Eagle Rock Energy Partners, L.P.
Midstream Operations Information
(unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended June 30,
 
Three Months Ended March 31, 2012
 
2012
 
2011
 
2012
 
2011
 
Gas gathering volumes - (Average Mcf/d)
 
 
 
 
 
 
 
 
 
Texas Panhandle
133,590

 
153,870

 
146,749

 
149,103

 
159,907

East Texas and Other Midstream
265,472

 
334,537

 
278,961

 
340,610

 
292,449

Total
399,062

 
488,407

 
425,710

 
489,713

 
452,356

 
 
 
 
 
 
 
 
 
 
NGLs - (Net equity Bbls)
 
 
 
 
 
 
 
 
 
Texas Panhandle (1)
297,688

 
181,186

 
626,802

 
377,132

 
329,114

East Texas and Other Midstream
84,981

 
126,925

 
176,325

 
230,975

 
91,344

Total
382,669

 
308,111

 
803,127

 
608,107

 
420,458

 
 
 
 
 
 
 
 
 
 
Condensate - (Net equity Bbls)
 
 
 
 
 
 
 
 
 
Texas Panhandle (1)
163,320

 
243,238

 
335,414

 
468,632

 
172,094

East Texas and Other Midstream
10,403

 
6,939

 
21,727

 
24,907

 
11,324

Total
173,723

 
250,177

 
357,141

 
493,539

 
183,418

 
 
 
 
 
 
 
 
 
 
Natural gas short position - (Average MMbtu/d)
 
 
 
 
 
 
 
 
 
Texas Panhandle
(5,629
)
 
(360
)
 
(6,546
)
 
(4,551
)
 
(7,463
)
East Texas and Other Midstream
3,952

 
1,861

 
2,031

 
2,067

 
109

Total
(1,677
)
 
1,501

 
(4,515
)
 
(2,484
)
 
(7,354
)
 
 
 
 
 
 
 
 
 
 
Average realized NGL price - per Bbl
 
 
 
 
 
 
 
 
 
Texas Panhandle
$
38.30

 
$
58.27

 
$
42.40

 
$
56.48

 
$
45.62

East Texas and Other Midstream
$
39.72

 
$
55.11

 
$
42.53

 
$
50.43

 
$
44.60

Weighted Average
$
38.85

 
$
56.80

 
$
42.45

 
$
53.75

 
$
45.21

 
 
 
 
 
 
 
 
 
 
Average realized condensate price - per Bbl
 
 
 
 
 
 
 
 
 
Texas Panhandle
$
82.29

 
$
87.54

 
$
89.28

 
$
83.81

 
$
98.28

East Texas and Other Midstream
$
103.71

 
$
109.51

 
$
103.68

 
$
94.32

 
$
103.65

Total
$
83.90

 
$
88.80

 
$
90.61

 
$
85.00

 
$
98.89

 
 
 
 
 
 
 
 
 
 
Average realized natural gas price - per MMbtu
 
 
 
 
 
 
 
 
 
Texas Panhandle
$
1.93

 
$
4.00

 
$
2.19

 
$
4.00

 
$
2.41

East Texas and Other Midstream
$
2.22

 
$
4.50

 
$
2.59

 
$
4.46

 
$
2.88

Total
$
2.04

 
$
4.18

 
$
2.35

 
$
4.19

 
$
2.60


(1)
Effective January 2012, reported NGL volumes include those volumes recovered from our equity condensate through stabilization. These NGL volumes were previously reported as condensate. This change results in an increase to reported NGLs equity barrels and a corresponding decrease to reported condensate equity barrels.







Eagle Rock Energy Partners, L.P.
Upstream Operations Information
(unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended June 30,
 
Three Months Ended March 31, 2012
 
2012
 
2011
 
2012
 
2011
 
Upstream
 
 
 
 
 
 
 
 
 
Production:
 
 
 
 
 
 
 
 
 
Oil and condensate (Bbl)
266,580

 
272,850

 
590,524

 
469,584

 
323,944

Gas (Mcf)
4,341,298

 
3,165,060

 
8,437,103

 
3,997,365

 
4,095,805

NGLs (Bbl)
267,673

 
206,251

 
546,404

 
305,609

 
278,731

Total Mcfe
7,546,811

 
6,039,672

 
15,258,666

 
8,648,524

 
7,711,855

 
 
 
 
 
 
 
 
 
 
Sulfur (long ton) (1)
21,705

 
25,268

 
50,697

 
43,803

 
28,992

 
 
 
 
 
 
 
 
 
 
Realized prices, excluding derivatives: (1)
 
 
 
 
 
 
 
 
 
Oil and condensate (per Bbl)
$
84.60

 
$
88.67

 
$
88.92

 
$
83.17

 
$
92.46

Gas (Mcf)
$
2.06

 
$
3.74

 
$
2.27

 
$
3.81

 
$
2.48

NGLs (Bbl)
$
38.63

 
$
58.29

 
$
42.24

 
$
57.61

 
$
45.10

Sulfur (long ton)
$
147.55

 
$
182.73

 
$
147.15

 
$
174.70

 
$
145.70

 
 
 
 
 
 
 
 
 
 
Operating statistics:
 
 
 
 
 
 
 
 
 
Operating costs per Mcfe (incl production taxes) (2)
$
1.68

 
$
1.75

 
$
1.73

 
$
2.15

 
$
1.77

Operating costs per Mcfe (excl production taxes) (2)
$
1.18

 
$
1.04

 
$
1.21

 
$
1.38

 
$
1.24

Operating income per Mcfe
$
1.20

 
$
4.40

 
$
1.92

 
$
4.56

 
$
2.62

 
 
 
 
 
 
 
 
 
 
Drilling program (gross wells):
 
 
 
 
 
 
 
 
 
Development wells
9

 
18

 
19

 
19

 
10

Completions
9

 
18

 
19

 
19

 
10

Workovers
4

 
7

 
9

 
8

 
5

Recompletions
1

 
1

 
3

 
4

 
2


______________________

(1)
Calculation does not include impact of product imbalances.
(2)
Excludes post-production costs of $1,319 and $2,467 for the three and six months ended June 30, 2012, respectively, and $1,148 March 31, 2012.







Non-GAAP Financial Measures
The following tables present a reconciliation of the non-GAAP financial measures of Adjusted EBITDA and Distributable Cash Flow to the GAAP financial measure of net income for each of the periods indicated (in thousands).


Eagle Rock Energy Partners, L.P.
GAAP to Non-GAAP Reconciliations
($ in thousands)
(unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended June 30,
 
Three Months Ended March 31, 2012
 
2012
 
2011
 
2012
 
2011
 
Net (loss) income to Adjusted EBITDA
 
 
 
 
 
 
 
 
 
Net (loss) income, as reported
$
61,789

 
$
55,071

 
$
11,456

 
$
1,354

 
$
(50,333
)
Depreciation, depletion and amortization
38,354

 
31,576

 
77,648

 
55,274

 
39,294

Impairment
21,402

 
4,560

 
66,924

 
4,884

 
45,522

Risk management interest related instruments - unrealized
(2,007
)
 
(2,791
)
 
(3,803
)
 
(5,356
)
 
(1,796
)
Risk management commodity related instruments - unrealized
(79,502
)
 
(43,151
)
 
(64,731
)
 
10,847

 
14,771

Other Operating Income

 
(2,983
)
 

 
(2,983
)
 

Non-cash mark-to-market of Upstream product imbalances
307

 
76

 
109

 
(16
)
 
(198
)
Unrealized losses (gains) from other derivative activity
473

 

 
270

 

 
(203
)
Restricted units non-cash amortization expense
2,818

 
1,024

 
5,012

 
1,934

 
2,194

Income tax (benefit) provision
(79
)
 
(691
)
 
(170
)
 
(733
)
 
(91
)
Interest - net including realized risk management instruments and other expense
14,113

 
10,856

 
27,778

 
19,354

 
13,664

Other income

 
90

 

 
90

 

Discontinued operations

 
311

 

 
(407
)
 

Adjusted EBITDA
$
57,668

 
$
53,948

 
$
120,493

 
$
84,242

 
$
62,824

 
 
 
 
 
 
 
 
 
 
Net (loss) income to Distributable Cash Flow
 
 
 
 
 
 
 
 
 
Net (loss) income, as reported
$
61,789

 
$
55,071

 
$
11,456

 
$
1,354

 
$
(50,333
)
Depreciation, depletion and amortization expense
38,354

 
31,576

 
77,648

 
55,274

 
39,294

Impairment
21,402

 
4,560

 
66,924

 
4,884

 
45,522

Risk management interest related instruments-unrealized
(2,007
)
 
(2,791
)
 
(3,803
)
 
(5,356
)
 
(1,796
)
Risk management commodity related instruments and other derivative activity - unrealized
(79,029
)
 
(43,151
)
 
(64,461
)
 
10,847

 
14,568

Capital expenditures-maintenance related
(11,816
)
 
(11,874
)
 
(19,842
)
 
(18,331
)
 
(8,026
)
Non-cash mark-to-market of Upstream product imbalances
307

 
76

 
109

 
(16
)
 
(198
)
Restricted units non-cash amortization expense
2,818

 
1,024

 
5,012

 
1,934

 
2,194

Other Operating Income

 
(2,983
)
 

 
(2,983
)
 

Income tax (benefit) provision
(79
)
 
(691
)
 
(170
)
 
(733
)
 
(91
)
Other income

 
90

 

 
90

 

Cash income taxes
(189
)
 
(268
)
 
(564
)
 
(477
)
 
(375
)
Discontinued operations

 
311

 

 
(407
)
 

Distributable Cash Flow
$
31,550

 
$
30,950

 
$
72,309

 
$
46,080

 
$
40,759


###