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8-K - 8-K - SM Energy Coform8-k110112.htm
Exhibit 99.1

For Information
James R. Edwards
303-837-2444

FOR IMMEDIATE RELEASE


SM ENERGY REPORTS RESULTS FOR THE THIRD QUARTER OF 2012;
PROVIDES OPERATIONS UPDATE

Record quarterly production of 57.0 BCFE or 9.5 MMBOE, an average of 620 MMCFE/d; above quarterly guidance range of 565 - 603 MMCFE/d

Full-year production guidance increased to 215.5 - 218.5 BCFE

Quarterly GAAP net loss of $38.3 million or $0.58 per diluted share; adjusted net income of $9.7 million or $0.14 per diluted share

Quarterly EBITDAX of $260.9 million; 22% sequential growth over second quarter


DENVER, CO OCTOBER 31, 2012 - SM Energy Company (NYSE: SM) announces financial results for the third quarter of 2012 and provides an operations update. In addition, a new presentation for the Company's third quarter earnings and operations update will be posted on the Company's website at www.sm‑energy.com. This presentation will be referenced during the conference call scheduled for 8:00 a.m. Mountain Time (10:00 a.m. Eastern Time) on November 1, 2012. Information for the earnings call can be found below.


THIRD QUARTER 2012 RESULTS

SM Energy reported a net loss for the third quarter of 2012 of $38.3 million or $0.58 per diluted share. This compares to net income of $230.1 million, or $3.41 per diluted share, for the same period of 2011. Adjusted net income for the third quarter of 2012 was $9.7 million, or $0.14 per diluted share, compared to adjusted net income of $42.4 million, or $0.63 per diluted share, for the same period of 2011. Adjusted net income excludes certain items that the Company believes affect the comparability of operating results. The Company generally excludes non-recurring items, items whose timing and/or amount cannot be reasonably estimated, and large non-cash items, such as gains or losses on divestiture activity and unrealized gains or losses from derivative activity. The table below presents a summary of the adjustments made to arrive at adjusted net income:




Adjusted Net Income Reconciliation
(in thousands, except per share data)
 
Reconciliation of net income (loss) (GAAP)
to adjusted net income (Non-GAAP):
 
For the Three Months Ended September 30,
 
2012

2011
 
 
 
 
Reported net income (loss) (GAAP)
$
(38,336
)
 
$
230,097

Adjustments, net of tax: (1)
 
 
 
Change in Net Profits Plan liability
500

 
(15,631
)
Unrealized derivative (gain) loss
41,869

 
(82,877
)
(Gain) loss on divestiture activity
5,350

 
(119,586
)
Impairment of proved properties

 
30,425

Abandonment & impairment of unproved properties
280

 

 
 
 
 
Adjusted net income (Non-GAAP)
$
9,663

 
$
42,428

 
 
 
 
Adjusted net income per diluted common share:
$
0.14


$
0.63

 



Diluted weighted-average common shares outstanding: (2)
66,973


67,386

 
 
 
 
(1) For the three-month periods ended September 30, 2012 and September 30, 2011, adjustments are shown net of tax and are calculated using an effective tax rate of 37.3%, which approximates the Company's statutory tax rate, as adjusted for ordinary permanent differences.
(2) For periods where the Company reports a GAAP net loss, the diluted weighted average share count is calculated using potentially dilutive securities related to unvested Restricted Stock Units, in-the-money outstanding options to purchase the Company's common stock, contingent Performance Share Awards, and contingent Performance Stock Units. On a GAAP basis, these items are not treated as dilutive securities in periods where the Company reports a GAAP loss for the quarter.

Earnings before interest, taxes, depreciation, depletion, amortization, accretion, and exploration expense ("EBITDAX") was $260.9 million for the third quarter of 2012, an increase of 21% from $215.5 million for the same period of 2011.

Adjusted net income and EBITDAX are non-GAAP financial measures — please refer to the respective reconciliations in the accompanying Financial Highlights section at the end of this release for additional information about these measures.

Revenues and other income for the third quarter were $379.0 million compared to $530.6 million for the same period of 2011. The decrease in operating revenue in the third quarter of 2012 was primarily due to a decrease in divestiture activity in the current period compared to the same period in 2011, when the Company recognized approximately $191 million in gains from divestiture activity. The table below provides the average realized prices received by product for the Company, as well as the adjusted prices received after taking into account cash settlements for derivative transactions:




Average Realized Commodity Prices for Quarter Ended September 30, 2012
 
Before the effect of derivative cash settlements
 
After the effect of derivative cash settlements
 
 
 
 
Oil ($/Bbl)
$
83.98

 
$
82.15

Gas ($/Mcf)
$
3.05

 
$
3.44

Natural gas liquids ($/Bbl)
$
34.82

 
$
37.39

Equivalent ($/MCFE)
$
6.56

 
$
6.76



The table below presents key performance measures and metrics, as well as previously provided guidance for the third quarter of 2012:

Production
Reported
 
3Q12 Guidance
 
 
 
 
Average daily production (MMCFE/d)
620
 
565 - 603
Total production (BCFE)
57.0
 
52.0 - 55.5
 
 
 
 
Costs
 
 
 
LOE ($/MCFE)
$0.82
 
$0.88 - $0.94
Transportation ($/MCFE)
$0.65
 
$0.69 - $0.73
Production taxes (% of pre-derivative oil, gas, and NGL revenue)
5.1%
 
6.1%
 
 
 
 
G&A - Cash ($/MCFE)
$0.37
 
$0.44 - $0.47
G&A - Cash NPP ($/MCFE)
$0.07
 
$0.07 - $0.09
G&A - Non-cash ($/MCFE)
$0.12
 
$0.13 - $0.15
Total G&A ($/MCFE)
$0.56
 
$0.64- $0.71
 
 
 
 
DD&A ($/MCFE)
$3.38
 
$3.20 - $3.40
Non-cash interest expense ($MM)
$1.1
 
$1.1

For the third quarter of 2012, SM Energy met or beat guidance on all metrics. Production was approximately 6% above the midpoint of third quarter guidance, primarily driven by growth in the Company's operated Eagle Ford shale program as the Company's third party midstream provider alleviated infrastructure constraints on its midstream gathering system. LOE was lower than guidance primarily due to the operated Eagle Ford shale program, where cost saving initiatives and the installation of a water recycling facility have driven costs below the Company's earlier forecast. For transportation costs, the Company was below guidance due to anticipated third party field compression and oil gathering facilities not coming online during the third quarter as planned. The Company's production tax rate as a percentage of oil, gas, and NGL revenue was lower than guidance due to severance tax incentives granted to deep gas wells associated with the Texas portion of the Company's Haynesville shale program. G&A per MCFE was lower than guidance as a result of a combination of higher than forecasted production and lower than forecasted compensation related expenses.

 




FINANCIAL POSITION AND LIQUIDITY

At the end of the third quarter of 2012, SM Energy had total long-term debt of approximately $1.3 billion. A summary of the Company's long-term debt is shown in the table below:
Schedule of long-term debt
($ in millions)
 
 
 
 
 
Debt Issue
 
Amount outstanding at September 30, 2012
Revolving credit facility
 
$
228

Senior Notes due 2019
 
350

Senior Notes due 2021
 
350

Senior Notes due 2023
 
400

Total
 
$
1,328


On August 31, 2012, the Company's bank group redetermined its borrowing base, increasing it to $1.55 billion from $1.4 billion at June 30, 2012. SM Energy has elected to keep its current commitments under its credit facility unchanged at $1.0 billion. As of September 30, 2012, SM Energy's debt-to-book capitalization ratio was 47% and the ratio of the Company's debt to twelve month trailing EBITDAX was 1.3 times. As of the end of the third quarter, SM Energy was in compliance with all of the covenants associated with its long-term debt.


OPERATIONS UPDATE

Production
SM Energy reported quarterly production of 57.0 BCFE or 9.5 MMBOE, resulting in average daily production of 620 MMCFE per day for the third quarter of 2012. Reported production was 6% above the midpoint of the previously provided production guidance range of 565 to 603 MMCFE per day. Reported production increased by 13% from the quarterly production of 50.6 BCFE in the second quarter of 2012. The Company's Eagle Ford program is primarily responsible for this production growth.

Eagle Ford Shale
The Company's operated net production in the Eagle Ford shale averaged 243 MMCFE/d in the third quarter of 2012, an 18% increase from second quarter production of 207 MMCFE/d. Average daily production from the Company's operated Eagle Ford shale program increased 90% from the third quarter of 2011 to the third quarter of 2012. During the third quarter of 2012, SM Energy operated six drilling rigs on its operated Eagle Ford shale acreage. At the end of the third quarter, one rig was released and the Company expects to exit the year with five operated rigs. During the quarter, the Company's midstream provider began installing additional planned tank batteries in its infield gathering system. At the end of the quarter, the system had five of the six planned tank batteries installed, and the Company expects the sixth remaining battery to be operational by year end. During the third quarter, the Company completed 24 wells on its operated acreage. Based on the current drilling schedule, the Company now expects to complete 74 wells in 2012, with another 21 drilled wells waiting on completion at year end.




In the non-operated portion of the Company's Eagle Ford shale program, net production for the third quarter of 2012 averaged 14.0 MBOE/d. The operator ran approximately nine drilling rigs and one spudder rig during the third quarter of 2012, and is expected to continue at the same activity level for the remainder of the year.

Bakken / Three Forks
SM Energy operated four drilling rigs during the third quarter, and plans to operate those four rigs for the remainder of 2012. The Company continues to focus three of its rigs on Bakken and Three Forks drilling in its Raven and Bear Den prospects in McKenzie and Williams Counties, North Dakota, while the fourth operated rig focuses on the Three Forks formation in the Company's Gooseneck prospect in Divide County, North Dakota. Third quarter average daily production for the Company's Bakken / Three Forks program was 11.0 MBOE/d, a 6% increase from the second quarter of 2012 and a 96% increase from the third quarter of 2011. During the first half of 2012, the Company transitioned most of its drilling and completion activity in the Williston Basin to multi-well pad infill drilling. During the quarter, the Company completed nine operated wells in its Bakken / Three Forks program. While the Company has divested a number of its non-operated Williston Basin assets, the Company is still participating in a number of non-operated wells throughout the Williston Basin.
 
Permian Basin
In the third quarter of 2012, the Company increased its acreage position in the Permian Basin by approximately 10,300 net acres to a total of approximately 125,600 net acres in the basin. During the third quarter, the Company operated four drilling rigs. Two of these rigs were focused on the Company's Mississippian limestone project in the northern Midland Basin, where it continues to delineate its approximately 68,000 net acre position. One operated rig is focused on the Leonard shale, with four wells in various stages of drilling and completion. The Company expects to evaluate the performance of these initial wells prior to providing any additional commentary on this program.

Other Activity
In its Granite Wash program, the Company operated three rigs and completed four wells in the third quarter of 2012. The Company plans to drop one of the rigs during the fourth quarter of 2012, exiting the year with two operated rigs. The Company also operated one rig in its Powder River Basin program in Wyoming, where it is testing long lateral Frontier wells as well as the prospectivity of other intervals.





UPDATED PRODUCTION, AND PERFORMANCE GUIDANCE

The Company is providing updated production and cost guidance for fourth quarter and full year 2012 in the table below:
Guidance for 2012
 
 
 
4Q12
 
FY2012
Production (BCFE)
57.5 - 60.5
 
215.5 - 218.5
Average daily production (MMCFE/d)
625 - 658
 
589 - 597
Oil production (as % of total)
 
 
~28%
Natural gas production (as % of total)
 
 
~55%
NGL production (as % of total)
 
 
~17%
 
 
 
 
LOE ($/MCFE)
$0.82 - $0.87
 
$0.81 - $0.86
Transportation ($/MCFE)
$0.69 - $0.73
 
$0.62 - $0.65
Production taxes (% of pre-derivative oil, gas, and NGL revenue)
6.1
%
 
5.3
%
 
 
 
 
G&A - Cash ($/MCFE)
$0.40 - $0.44
 
$0.41 - $0.45
G&A - Cash NPP ($/MCFE)
$0.07 - $0.09
 
$0.08 - $0.10
G&A - Non-cash ($/MCFE)
$0.11 - $0.13
 
$0.10 - $0.12
Total G&A ($/MCFE)
$0.58 - $0.66
 
$0.59 - $0.67
 
 
 
 
DD&A ($/MCFE)
$3.20 - $3.40
 
$3.20 - $3.40
Non-cash interest expense ($MM)
$
1.1

 
$
6.8

 
 
 
 
Effective income tax rate range
 
 
37.3% - 37.8%
% of income tax that is current
 
 
<5%


EARNINGS CALL INFORMATION

The Company has scheduled a teleconference to discuss these results and other operational matters for November 1, 2012, at 8:00 a.m. Mountain Time (10:00 a.m. Eastern Time). The call participation number is 877-445-0811 and the conference ID number is 42308521. An audio replay of the call will be available approximately two hours after the call at 855-859-2056, with the conference ID number 42308521. International participants can dial 617‑401-8115 to take part in the conference call, using the conference ID number 42308521, and can access a replay of the call at 404-537-3406, using conference ID number 42308521. Replays can be accessed through November 15, 2012.

This call is being webcast live and can be accessed at SM Energy Company's website at www.sm-energy.com. An audio recording of the conference call will be available at that site through November 15, 2012.





INFORMATION ABOUT FORWARD LOOKING STATEMENTS

This release may contain or incorporate by reference forward looking statements within the meaning of securities laws, including estimates, forecasts, plans and projections. The words “will,” “believe,” “budget,” “anticipate,” “plan,” “intend,” “estimate,” “forecast,” and “expect” and similar expressions are intended to identify forward looking statements. The forward looking statements contained in this release speak as of the date of this release. These statements involve known and unknown risks, which may cause SM Energy's actual results to differ materially from results expressed or implied by the forward looking statements. These risks include such factors as the volatility and level of oil, natural gas, and natural gas liquids prices, the uncertain nature of the expected benefits from the acquisition, divestiture, or joint venture of oil and gas properties, the uncertain nature of announced divestiture, joint venture, farm down or similar efforts and the ability to complete such transactions, uncertainties inherent in projecting future rates of production from drilling activities and acquisitions, the ability of midstream service providers to purchase or market the Company's production, the ability of purchasers of production to pay for those sales, the availability of debt and equity financing for purchasers of oil and gas properties, the ability of the banks in the Company's credit facility to fund requested borrowings, the ability of derivative counterparties to settle derivative contracts in favor of the Company, the imprecise nature of estimating oil and gas reserves, the availability of additional economically attractive exploration, development, and property acquisition opportunities for future growth and any necessary financings, unexpected drilling conditions and results, unsuccessful exploration and development drilling, the availability of drilling, completion, and operating equipment and services, the risks associated with the Company's commodity price risk management strategy, uncertainty regarding the ultimate impact of potentially dilutive securities, and other such matters discussed in the “Risk Factors” section of SM Energy's 2011 Annual Report on Form 10-K and subsequent quarterly reports filed on Form 10-Q. Although SM Energy may from time to time voluntarily update its prior forward looking statements, it disclaims any commitment to do so except as required by securities laws.


ABOUT THE COMPANY

SM Energy Company is an independent energy company engaged in the acquisition, exploration, development, and production of crude oil, natural gas, and natural gas liquids in onshore North America. SM Energy routinely posts important information about the Company on its website. For more information about SM Energy, please visit its website at
www.sm-energy.com






SM ENERGY COMPANY
FINANCIAL HIGHLIGHTS
September 30, 2012
 
 
 
 
Guidance Comparison
 
 
For the Three Months Ended September 30, 2012
 
 Actual
 
Guidance Range
 
 
 
 
Average daily production (MMCFE per day)
620

 
565 - 603
Total production (BCFE)
57.0

 
52.0 - 55.5
 
 
 
 
Lease operating expense (per MCFE)
$0.82
 
$0.88 - $0.94
Transportation expense (per MCFE)
$0.65
 
$0.69 - $0.73
Production taxes, as a percentage of pre-derivative oil, gas, and NGL revenue
5.1
%
 
6.1%
 
 
 
 
General and administrative - Cash (per MCFE)
$0.37
 
$0.44 - $0.47
General and administrative - Cash related to Net Profits Plan (per MCFE)
$0.07
 
$0.07 - $0.09
General and administrative - Non-cash (per MCFE)
$0.12
 
$0.13 - $0.15
Total General and administrative (per MCFE)
$0.56
 
$0.64- $0.71
 
 
 
 
Depreciation, depletion, and amortization (per MCFE)
$3.38
 
$3.20 - $3.40
 
 
 
 
Non-cash interest expense ($MM)
$1.1
 
$1.1



SM ENERGY COMPANY
FINANCIAL HIGHLIGHTS
September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
Production Data
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2012

2011

Percent Change
 
2012
 
2011
 
Percent Change
 
 
 
 
 
 
 
 
 
 
 
 
Average realized sales price, before the effects of
 
 
 
 
 
 
 
 
 
 
 
derivative cash settlements:
 
 
 
 
 
 
 
 
 
 
 
Oil (per Bbl)
$
83.98

 
$
82.63

 
2%
 
$
85.76

 
$
88.54

 
(3)%
Gas (per Mcf)
3.05

 
4.52

 
(33)%
 
2.78

 
4.51

 
(38)%
NGL (per Bbl)
34.82

 
56.10

 
(38)%
 
38.53

 
52.71

 
(27)%
Equivalent (per MCFE)
$
6.56

 
$
7.65

 
(14)%
 
$
6.63

 
$
7.90

 
(16)%
 
 
 
 
 
 
 
 
 
 
 
 
Average realized sales price, including the effects of
 
 
 
 
 
 
 
 
 
 
 
derivative cash settlements:
 
 
 
 
 
 
 
 
 
 
 
Oil (per Bbl)
$
82.15

 
$
75.02

 
10%
 
$
83.04

 
$
78.13

 
6%
Gas (per Mcf)
3.44

 
4.89

 
(30)%
 
3.35

 
4.97

 
(33)%
NGL (per Bbl)
37.39

 
49.71

 
(25)%
 
39.61

 
46.45

 
(15)%
Equivalent (per MCFE)
$
6.76

 
$
7.40

 
(9)%
 
$
6.85

 
$
7.57

 
(10)%
 
 
 
 
 
 
 
 
 
 
 
 
Production:
 
 
 
 
 
 
 
 
 
 
 
Oil (MMBbls)
2.6
 
2.0
 
33%
 
7.5
 
5.6
 
33%
Gas (Bcf)
31.3
 
25.9
 
21%
 
88.1
 
71.5
 
23%
NGL (MMBbls)
1.7

 
0.8

 
109%
 
4.2

 
2.2

 
91%
BCFE (6:1)
57.0
 
42.5
 
34%
 
158.3
 
118.4
 
34%
 
 
 
 
 
 
 
 
 
 
 
 
Average daily production:
 
 
 
 
 
 
 
 
 
 
 
Oil (MBbls per day)
28.6

 
21.5

 
33%
 
27.4

 
20.6

 
33%
Gas (MMcf per day)
340.3

 
281.2

 
21%
 
321.5

 
262.0

 
23%
NGL (MBbls per day)
18.0

 
8.6

 
109%
 
15.3

 
8.0

 
91%
MMCFE per day (6:1)
619.6

 
462.1

 
34%
 
577.6

 
433.7

 
33%
 
 
 
 
 
 
 
 
 
 
 
 
Per MCFE Data:
 
 
 
 
 
 
 
 
 
 
 
Realized price before the effects of derivative cash settlements
$
6.56

 
$
7.65

 
(14)%
 
$
6.63

 
$
7.90

 
(16)%
Lease operating expense
0.82

 
0.94

 
(13)%
 
0.83

 
0.90

 
(8)%
Transportation costs
0.65

 
0.56

 
16%
 
0.61

 
0.47

 
30%
Production taxes
0.33

 
0.33

 
—%
 
0.33

 
0.29

 
14%
General and administrative
0.56

 
0.70

 
(20)%
 
0.58

 
0.70

 
(17)%
Operating profit, before the effects of derivative cash settlements
$
4.20

 
$
5.12

 
(18)%
 
$
4.28

 
$
5.54

 
(23)%
Derivative cash settlements
0.20

 
(0.25
)
 
(180)%
 
0.22

 
(0.33
)
 
(167)%
Operating profit, including the effects of derivative cash settlements
$
4.40

 
$
4.87

 
(10)%
 
$
4.50

 
$
5.21

 
(14)%
Depletion, depreciation, amortization, and
 
 
 
 
 
 
 
 
 
 
 
asset retirement obligation liability accretion
$
3.38

 
$
2.89

 
17%
 
$
3.31

 
$
2.90

 
14%




SM ENERGY COMPANY
FINANCIAL HIGHLIGHTS
September 30, 2012
 
 
 
 
 
 
 
 
Consolidated Statements of Operations
 
 
 
 
 
 
 
(in thousands, except per share amounts)
For the Three Months Ended September 30,

For the Nine Months Ended September 30,
 
2012

2011

2012

2011
Operating revenues and other income:
 
 
 
 
 
 
 
Oil, gas, and NGL production revenue
$
373,928

 
$
325,231

 
$
1,049,131

 
$
935,478

Realized hedge gain (loss)
501

 
(6,843
)
 
2,338

 
(14,548
)
Gain (loss) on divestiture activity
(8,532
)
 
190,728

 
(31,246
)
 
245,662

Marketed gas system and other operating revenue
13,054

 
21,458

 
40,571

 
57,184

Total operating revenues and other income
378,951

 
530,574

 
1,060,794

 
1,223,776


 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Oil, gas, and NGL production expense
102,447

 
77,753

 
280,713

 
196,907

Depletion, depreciation, amortization, and asset retirement obligation liability accretion
192,432

 
123,067

 
523,610

 
343,805

Exploration
25,417

 
11,272

 
66,031

 
33,587

Impairment of proved properties

 
48,525

 
38,523

 
48,525

Abandonment and impairment of unproved properties
447

 

 
11,296

 
4,316

General and administrative
32,171

 
29,787

 
91,443

 
82,958

Change in Net Profits Plan liability
798

 
(24,930
)
 
(17,342
)
 
(24,719
)
Unrealized and realized derivative (gain) loss
55,856

 
(128,425
)
 
(40,040
)
 
(83,872
)
Marketed gas system and other operating expense
12,219

 
20,737

 
40,780

 
57,746

Total operating expenses
421,787

 
157,786

 
995,014

 
659,253


 
 
 
 
 
 
 
Income (loss) from operations
(42,836
)
 
372,788


65,780


564,523


 
 
 
 
 
 
 
Nonoperating income (expense):
 
 
 
 
 
 
 
Interest income
126

 
27

 
201

 
382

Interest expense
(18,362
)
 
(9,372
)
 
(45,352
)
 
(33,636
)

 
 
 
 
 
 
 
Income (loss) before income taxes
(61,072
)
 
363,443

 
20,629

 
531,269

Income tax benefit (expense)
22,736

 
(133,346
)
 
(7,740
)
 
(195,142
)

 
 
 
 
 
 
 
Net income (loss)
$
(38,336
)
 
$
230,097

 
$
12,889

 
$
336,127

 
 
 
 
 
 
 
 
Basic weighted-average common shares outstanding
65,745

 
63,904

 
64,815

 
63,665

 
 
 
 
 
 
 
 
Diluted weighted-average common shares outstanding
65,745

 
67,386

 
67,343

 
67,390

 
 
 
 
 
 
 
 
Basic net income (loss) per common share
$
(0.58
)
 
$
3.60

 
$
0.20

 
$
5.28

 
 
 
 
 
 
 
 
Diluted net income (loss) per common share
$
(0.58
)
 
$
3.41

 
$
0.19

 
$
4.99




SM ENERGY COMPANY
FINANCIAL HIGHLIGHTS
September 30, 2012
 
 
 
 
Consolidated Balance Sheets
 
 
(in thousands, except per share amounts)
September 30,
 
December 31,
 ASSETS
2012
 
2011
Current assets:
 
 
 
Cash and cash equivalents
$
184

 
$
119,194

Accounts receivable
235,887

 
210,368

Refundable income taxes
3,242

 
5,581

Prepaid expenses and other
39,014

 
68,026

Derivative asset
41,865

 
55,813

Deferred income taxes
5,746

 
4,222

Total current assets
325,938

 
463,204


 
 
 
Property and equipment (successful efforts method), at cost:
 
 
 
Land
1,845

 
1,548

Proved oil and gas properties
5,197,761

 
4,378,987

Less - accumulated depletion, depreciation, and amortization
(2,190,507
)
 
(1,766,445
)
Unproved oil and gas properties
160,468

 
120,966

Wells in progress
264,634

 
273,428

Materials inventory, at lower of cost or market
12,718

 
16,537

Oil and gas properties held for sale net of accumulated depletion, depreciation and amortization of $15,446 in 2012 and $10,714 in 2011
19,503

 
246

Other property and equipment, net of accumulated depreciation of $22,075 in 2012 and $23,985 in 2011
135,376

 
71,369

Total property and equipment, net
3,601,798

 
3,096,636


 
 
 
Other noncurrent assets:
 
 
 
Derivative asset
22,383

 
31,062

Restricted cash
93,771

 
124,703

Other noncurrent assets
80,062

 
83,375

Total other noncurrent assets
196,216

 
239,140



 

Total Assets
$
4,123,952

 
$
3,798,980


 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued expenses
$
474,573

 
$
456,999

Derivative liability
19,352

 
42,806

Other current liabilities
6,000

 
6,000

Total current liabilities
499,925

 
505,805


 
 
 
Noncurrent liabilities:
 
 
 
Long-term credit facility
228,000

 

3.50% Senior Convertible Notes, net of unamortized discount of $2,431 in 2011

 
285,069

6.625% Senior Notes Due 2019
350,000

 
350,000

6.50% Senior Notes Due 2021
350,000

 
350,000

6.50% Senior Notes Due 2023
400,000

 

Asset retirement obligation
90,788

 
87,167

Asset retirement obligation associated with oil and gas properties held for sale
749

 
1,277

Net Profits Plan liability
90,389

 
107,731

Deferred income taxes
573,577

 
568,263

Derivative liability
8,802

 
12,875

Other noncurrent liabilities
57,680

 
67,853

Total noncurrent liabilities
2,149,985

 
1,830,235


 
 
 
Stockholders’ equity:
 
 
 
Common stock, $0.01 par value - authorized: 200,000,000 shares; issued: 66,121,809 shares in 2012 and 64,145,482 shares in 2011; outstanding, net of treasury shares: 66,071,228 shares in 2012 and 64,064,415 shares in 2011
661

 
641

Additional paid-in capital
222,812

 
216,966

Treasury stock, at cost: 50,581 shares in 2012 and 81,067 shares in 2011
(1,221
)
 
(1,544
)
Retained earnings
1,257,534

 
1,251,157

Accumulated other comprehensive loss
(5,744
)
 
(4,280
)
Total stockholders' equity
1,474,042

 
1,462,940


 
 
 
Total Liabilities and Stockholders’ Equity
$
4,123,952

 
$
3,798,980





SM ENERGY COMPANY
FINANCIAL HIGHLIGHTS
September 30, 2012
 
 
 
 
 
 
 
 
Consolidated Statements of Cash Flows
 
 
 
 
 
 
 
(in thousands)
 
 
 
 
 
 
 
 
For the Three Months Ended September 30,

For the Nine Months Ended September 30,
 
2012

2011

2012

2011
Cash flows from operating activities:
 
 
 
 
 
 
 
Net income (loss)
$
(38,336
)
 
$
230,097

 
$
12,889

 
$
336,127

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
(Gain) loss on divestiture activity
8,532

 
(190,728
)
 
31,246

 
(245,662
)
Depletion, depreciation, amortization, and asset retirement obligation liability accretion
192,432

 
123,067

 
523,610

 
343,805

Exploratory dry hole expense
10,353

 

 
18,551

 
49

Impairment of proved properties

 
48,525

 
38,523

 
48,525

Abandonment and impairment of unproved properties
447

 

 
11,296

 
4,316

Stock-based compensation expense
9,359

 
7,713

 
21,731

 
19,550

Change in Net Profits Plan liability
798

 
(24,930
)
 
(17,342
)
 
(24,719
)
Unrealized derivative (gain) loss
66,777

 
(132,180
)
 
(7,237
)
 
(108,020
)
Amortization of debt discount and deferred financing costs
1,076

 
3,404

 
5,692

 
14,698

Deferred income taxes
(22,910
)
 
112,010

 
7,305

 
164,251

Plugging and abandonment
(288
)
 
(1,505
)
 
(1,804
)
 
(2,935
)
Other
1,773

 
(64
)
 
906

 
(5,952
)
Changes in current assets and liabilities:
 
 
 
 
 
 
 
Accounts receivable
(19,417
)
 
(10,417
)
 
(18,682
)
 
(20,787
)
Refundable income taxes
(639
)
 
3,134

 
2,339

 
8,482

Prepaid expenses and other
(1,444
)
 
(960
)
 
(6,203
)
 
14,732

Accounts payable and accrued expenses
34,785

 
(39,028
)
 
30,766

 
(41,558
)
Excess income tax benefit from the exercise of stock awards

 
(8,364
)
 

 
(15,155
)
Net cash provided by operating activities
243,298

 
119,774

 
653,586

 
489,747


 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
Net proceeds from sale of oil and gas properties
33,253

 
227,101

 
48,663

 
325,053

Capital expenditures
(421,389
)
 
(419,245
)
 
(1,126,755
)
 
(1,081,617
)
Acquisition of oil and gas properties
(292
)
 

 
(5,604
)
 

Other
(111
)
 
2,015

 

 
(340
)
Net cash used in investing activities
(388,539
)
 
(190,129
)
 
(1,083,696
)
 
(756,904
)

 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
 
 
Proceeds from credit facility
432,000

 
13,500

 
1,234,500

 
115,500

Repayment of credit facility
(265,000
)
 
(13,500
)
 
(1,006,500
)
 
(163,500
)
Debt issuance costs related to credit facility

 
(194
)
 

 
(8,719
)
Net proceeds from Senior Notes due 2019

 
(313
)
 

 
341,122

Net proceeds from Senior Notes due 2023
(113
)
 

 
392,223

 

Repayment of Convertible Notes

 

 
(287,500
)
 

Proceeds from sale of common stock
533

 
664

 
3,421

 
5,593

Dividends paid

 

 
(3,208
)
 
(3,181
)
Net share settlement from issuance of stock awards
(21,605
)
 
(9,967
)
 
(21,605
)
 
(9,967
)
Excess income tax benefit from the exercise of stock awards

 
8,364

 

 
15,155

Other
(574
)
 
644

 
(231
)
 

Net cash provided by (used in) financing activities
145,241

 
(802
)
 
311,100

 
292,003


 
 
 
 
 
 
 
Net change in cash and cash equivalents

 
(71,157
)
 
(119,010
)
 
24,846

Cash and cash equivalents at beginning of period
184

 
101,080

 
119,194

 
5,077

Cash and cash equivalents at end of period
$
184

 
$
29,923

 
$
184

 
$
29,923





SM ENERGY COMPANY
FINANCIAL HIGHLIGHTS
September 30, 2012
 
 
 
 
 
 
 
 
Adjusted Net Income
 
 
 
 
 
 
 
(in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of net income (loss) (GAAP)
 
 
 
 
 
 
 
to adjusted net income (Non-GAAP):
 
 
 
 
 
 
 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2012
 
2011
 
2012
 
2011
 
 
 
 
 
 
 
 
Reported net income (loss) (GAAP)
$
(38,336
)
 
$
230,097

 
$
12,889

 
$
336,127

 
 
 
 
 
 
 
 
Adjustments net of tax: (1)
 
 
 
 
 
 
 
Change in Net Profits Plan liability
500

 
(15,631
)
 
(10,873
)
 
(15,499
)
Unrealized derivative (gain) loss
41,869

 
(82,877
)
 
(4,538
)
 
(67,729
)
(Gain) loss on divestiture activity
5,350

 
(119,586
)
 
19,591

 
(154,030
)
Impairment of proved properties

 
30,425

 
24,154

 
30,425

Abandonment and impairment of unproved properties
280

 

 
7,082

 
2,706

 
 
 
 
 
 
 
 
Adjusted net income (Non-GAAP) (2)
$
9,663

 
$
42,428

 
$
48,305

 
$
132,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted net income per diluted common share:
$
0.14

 
$
0.63

 
$
0.72

 
$
1.96

 
 
 
 
 
 
 
 
Diluted weighted-average common shares outstanding: (3)
66,973

 
67,386


67,343

 
67,390

 
 
 
 
 
 
 
 
(1) For the three and nine-month periods ended September 30, 2012 and September 30, 2011, adjustments are shown net of tax and are calculated using an effective tax rate of 37.3%, which approximates the Company's statutory tax rate, as adjusted for ordinary permanent differences.
(2) Adjusted net income excludes certain items that the Company believes affect the comparability of operating results. Items excluded generally are non-recurring items or are items whose timing and/or amount cannot be reasonably estimated. These items include non-cash adjustments and impairments such as the change in the Net Profits Plan liability, unrealized derivative (gain) loss, impairment of proved properties, abandonment and impairment of unproved properties, and loss (gain) on divestiture activity. The non-GAAP measure of adjusted net income is presented because management believes it provides useful additional information to investors for analysis of SM Energy's fundamental business on a recurring basis. In addition, management believes that adjusted net income is widely used by professional research analysts and others in the valuation, comparison, and investment recommendations of companies in the oil and gas exploration and production industry, and many investors use the published research of industry research analysts in making investment decisions. Adjusted net income should not be considered in isolation or as a substitute for net income, income from operations, cash provided by operating activities or other income, profitability, cash flow, or liquidity measures prepared under GAAP. Since adjusted net income excludes some, but not all, items that affect net income and may vary among companies, the adjusted net income amounts presented may not be comparable to similarly titled measures of other companies.
(3) For periods where the Company reports a GAAP net loss, the diluted weighted average share count is calculated using potentially dilutive securities related to unvested Restricted Stock Units, in-the-money outstanding options to purchase the Company's common stock, contingent Performance Share Awards, and contingent Performance Stock Units. On a GAAP basis, these items are not treated as dilutive securities in periods where the Company reports a GAAP loss for the quarter.




EBITDAX
 
 
 
 
 
 
 
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of net income (loss) (GAAP) to EBITDAX (Non-GAAP)
 
 
 
 
 
 
 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2012

2011
 
2012
 
2011
 
 
 
 
 
 
 
 
Reported net income (loss) (GAAP)
$
(38,336
)
 
$
230,097

 
$
12,889

 
$
336,127

 
 
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
 
 
Interest income
(126
)
 
(27
)
 
(201
)
 
(382
)
Interest expense
18,362

 
9,372

 
45,352

 
33,636

Income tax (benefit) expense
(22,736
)
 
133,346

 
7,740

 
195,142

Depletion, depreciation, amortization, and asset retirement obligation liability accretion
192,432

 
123,067

 
523,610

 
343,805

Exploration
25,417

 
11,272

 
66,031

 
33,587

Impairment of proved properties

 
48,525

 
38,523

 
48,525

Abandonment and impairment of unproved properties
447

 

 
11,296

 
4,316

Stock-based compensation expense
9,359

 
7,713

 
21,731

 
19,550

Unrealized derivative (gain) loss
66,777

 
(132,180
)
 
(7,237
)
 
(108,020
)
Change in Net Profits Plan liability
798

 
(24,930
)
 
(17,342
)
 
(24,719
)
(Gain) loss on divestiture activity
8,532

 
(190,728
)
 
31,246

 
(245,662
)
EBITDAX (Non-GAAP) (4)
$
260,926

 
$
215,527

 
$
733,638

 
$
635,905

 
 
 
 
 
 
 
 
(4) EBITDAX represents income or loss before interest expense, interest income, income taxes, depreciation, depletion, amortization and accretion, exploration expense, property impairments, non-cash stock compensation expense, unrealized derivative gains and losses, change in the Net Profit Plan liability, and gains and losses on divestitures. EBITDAX excludes certain items that the Company believes affect the comparability of operating results and can exclude items that are generally one-time or whose timing and/or amount cannot be reasonably estimated. EBITDAX is a non-GAAP measure that is presented because the Company believes that it provides useful additional information to investors, as a performance measure, for analysis of its ability to internally generate funds for exploration, development, acquisitions, and to service debt. The Company is also subject to financial covenants under its credit facility based on its debt to EBITDAX ratio. In addition, EBITDAX is widely used by professional research analysts and others in the valuation, comparison, and investment recommendations of companies in the oil and gas exploration and production industry, and many investors use the published research of industry research analysts in making investment decisions. EBITDAX should not be considered in isolation or as a substitute for net income, income from operations, net cash provided by operating activities, profitability, or liquidity measures prepared under GAAP. Since EBITDAX excludes some, but not all items that affect net income and may vary among companies, the EBITDAX amounts presented may not be comparable to similar metrics of other companies.