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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - LRR Energy, L.P.a13-6887_18k.htm

Exhibit 99.1

 

GRAPHIC

 

LRR Energy, L.P. Announces 2012 Year End Results

 

Houston, Texas (March 7, 2013) - LRR Energy, L.P. (NYSE: LRE) (“LRR Energy”) announced today its operating and financial results for the three months and year ended December 31, 2012.

 

Selected Financial and Operating Information

 

Our financial statements for the year ended December 31, 2012, have been recast as if we had owned the assets acquired on June 1, 2012, from Lime Rock Resources since our initial public offering, as the transaction was between entities under common control.  A summary of selected financial and operating information follows.  For consolidated financial statements, please see the accompanying tables on pages 7-9.

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31, 2012

 

December 31, 2012

 

 

 

(in thousands)

 

 

 

 

 

 

 

Oil, natural gas and natural gas liquids sales

 

$

22,068

 

$

93,363

 

Realized gain on commodity derivative instruments

 

$

5,474

 

$

23,350

 

Unrealized loss on commodity derivative instruments

 

$

(809

)

$

(11,264

)

Lease operating expense

 

$

5,490

 

$

25,617

 

Production and ad valorem taxes

 

$

1,661

 

$

7,009

 

General and administrative expense

 

$

4,037

 

$

12,632

 

Interest expense

 

$

2,055

 

$

6,596

 

Net income (loss)

 

$

(499

)

$

2,262

 

Net income (loss) available to unitholders

 

$

(499

)

$

(3

)

Net loss per limited partner unit

 

$

(0.02

)

$

(0.00

)

 

 

 

 

 

 

Capital expenditures

 

$

4,740

 

$

31,416

 

Adjusted EBITDA (1)

 

$

16,448

 

$

71,813

 

Distributable cash flow (1)

 

$

9,219

 

$

44,094

 

Distribution coverage ratio (1)

 

0.85x

 

1.03x

 

 


(1)         Non-GAAP financial measure. See reconciliation of non-GAAP financial measures on page 10.

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31, 2012

 

December 31, 2012

 

 

 

 

 

 

 

Average net production (Boe/d)

 

5,935

 

6,303

 

Average unit costs per Boe:

 

 

 

 

 

Lease operating expense

 

$

10.05

 

$

11.11

 

Production and ad valorem taxes

 

$

3.04

 

$

3.04

 

General and administrative expense

 

$

7.39

 

$

5.48

 

 



 

Full year 2012 production of 6,303 Boe/d was in line with our public guidance.  Fourth quarter 2012 production of 5,935 Boe/d was generally consistent with our internal forecast, albeit slightly lower. An unexpected compressor failure at our Pecos Slope field in late November 2012 negatively impacted fourth quarter production by approximately 35 Boe/d. The compressor was back in service in mid February 2013.

 

Proved Reserves

 

As of December 31, 2012, LRR Energy had 27.9 MMBoe of estimated proved reserves, of which approximately 85% were proved developed reserves.  Our reserves are 53% natural gas and 47% oil and NGLs as measured by volume as of December 31, 2012.  These estimates were calculated using the unweighted arithmetic average first-day-of-the-month closing price for each month of 2012.  The average trailing twelve-month index prices were $94.71/Bbl for NYMEX-WTI and $2.76/MMBtu for NYMEX-Henry Hub natural gas.  For NGL pricing, a differential is applied to the $94.71/Bbl average trailing twelve-month index price for oil.  As of December 31, 2012, the standardized measure of our estimated proved reserves was $325.2 million.

 

Recent Events

 

On January 3, 2013, LRR Energy closed its previously announced acquisition of oil and natural gas properties in the Mid-Continent region in Oklahoma from its sponsor, Lime Rock Resources for a purchase price of $21.0 million, subject to customary purchase price adjustments.  In addition, as part of the transaction, LRE acquired in the money commodity hedge contracts valued at approximately $1.8 million as of the closing date.  LRE funded the acquisition with borrowings under its revolving credit facility.  As of March 6, 2013, LRE had $205 million of outstanding borrowings under its revolving credit facility and $50 million of outstanding borrowings under its term loan.  LRE currently has $45 million available under its credit facility which management believes provides ample financial flexibility to execute our 2013 capital program and distribution strategy.

 

On February 14, 2013, LRR Energy paid its cash distribution for the fourth quarter of 2012 to all unitholders of record as of the close of business on January 30, 2013.  The Board of Directors of its general partner previously declared a cash distribution for the fourth quarter of 2012 of $0.4800 per outstanding unit, or $1.92 on an annualized basis.

 

Our average net production for February 2013 was approximately 5,900 Boe/d.  We expect our first quarter 2013 production to be negatively impacted by approximately 109 Boe/d relating to the Pecos Slope compressor failure discussed above.

 

2013 Guidance

 

Based on current estimates, and assuming no future acquisitions, our 2013 guidance is as follows:

 

2



 

 

 

2013 Guidance

 

Daily Production (Boe/d)

 

6,200 - 6,500

 

 

 

 

 

LOE ($/Boe)

 

$10.00 - $10.50

 

 

 

 

 

Capital Expenditures ($MM)

 

 

 

 

 

 

 

Maintenance

 

$19.2

 

Growth and other

 

8.8

 

Total

 

$28.0

 

 

Our annual maintenance capital expenditures were estimated based on 25% of pro forma trailing 12-month adjusted EBITDA. The guidance above sets forth management’s best estimate based on current and anticipated market conditions and other factors.  While we believe that these estimates and assumptions are reasonable, they are inherently uncertain and are subject to, among other things, significant business, economic, regulatory, environmental and competitive risks and uncertainties that could cause actual results to differ materially from those we anticipate, as set forth under “Forward-Looking Statements.”

 

Commodity Derivative Contracts

 

As of December 31, 2012, LRR Energy had the following outstanding derivative contracts.

 

 

 

Index

 

2013

 

2014

 

2015

 

2016

 

2017

 

Natural gas positions

 

 

 

 

 

 

 

 

 

 

 

 

 

Price swaps (MMBTUs)

 

NYMEX-HH

 

7,267,590

 

5,876,100

 

5,326,560

 

4,878,990

 

4,605,396

 

Weighted average price

 

 

 

$

5.15

 

$

5.52

 

$

5.71

 

$

4.28

 

$

4.61

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basis swaps (MMBTUs)

 

NYMEX

 

7,446,301

 

5,876,098

 

5,326,559

 

2,877,047

 

 

Weighted average price

 

 

 

$

(0.1361

)

$

(0.1521

)

$

(0.1661

)

$

(0.1115

)

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Puts (MMBTUs)

 

NYMEX-HH

 

178,710

 

 

 

 

 

Strike price

 

 

 

$

3.00

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil positions

 

 

 

 

 

 

 

 

 

 

 

 

 

Price swaps (BBLs)

 

NYMEX-WTI

 

620,772

 

460,926

 

398,253

 

397,488

 

198,744

 

Weighted average price

 

 

 

$

95.19

 

$

96.29

 

$

94.49

 

$

86.02

 

$

85.75

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NGL positions

 

 

 

 

 

 

 

 

 

 

 

 

 

Price swaps (BBLs)

 

Mont Belvieu

 

144,323

 

 

 

 

 

Weighted average price

 

 

 

$

50.49

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsequent to December 31, 2012, LRR Energy entered into the following commodity hedges.

 

 

 

Index

 

2013

 

2014

 

Oil Positions

 

 

 

 

 

 

 

Basis swaps (Bbls)

 

Midland — WTI Cushing

 

419,425

 

410,400

 

Weighted average price

 

 

 

$

(1.25

)

$

(1.00

)

 

As part of the 2013 acquisition described above, LRE acquired the following crude oil and natural gas hedges:

 

3



 

 

 

Index

 

2013

 

2014

 

2015

 

Natural gas positions

 

 

 

 

 

 

 

 

 

Price swaps (MMBTUs)

 

NYMEX-HH

 

248,950

 

200,916

 

173,676

 

Weighted average price

 

 

 

$

5.23

 

$

5.58

 

$

5.96

 

 

 

 

 

 

 

 

 

 

 

Oil positions

 

 

 

 

 

 

 

 

 

Price swaps (BBLs)

 

NYMEX-WTI

 

39,794

 

28,176

 

22,128

 

Weighted average price

 

 

 

$

101.30

 

$

100.01

 

$

98.90

 

 

 

 

 

 

 

 

 

 

 

 

Annual Report

 

LRR Energy expects to file its Annual Report on Form 10-K with the Securities and Exchange Commission no later than March 13, 2013.  The 10-K will be available on the Investor Relations page of LRR Energy’s website www.lrrenergy.com or from the Securities and Exchange Commission website www.sec.gov.

 

Webcast and Conference Call

 

LRR Energy will host a webcast and conference call on Thursday, March 7, 2013, at 3:00 p.m. EST (2:00 p.m. CST) to discuss these results.  Interested parties are invited to participate in the call by dialing 1-877-493-8071 (conference ID: 91224569).  It is recommended that participants dial in approximately 10 minutes prior to the start of the conference call.  Participants may access the webcast from LRR Energy’s website, www.lrrenergy.com, under the tab for “Investor Relations.”

 

A telephonic replay will be available after the call through March 25, 2013. Participants may access this replay by dialing 1-800-585-8367 (conference ID: 91224569).

 

About LRR Energy, L.P.

 

LRR Energy is a Delaware limited partnership formed in April 2011 by affiliates of Lime Rock Resources to operate, acquire, exploit and develop producing oil and natural gas properties in North America.  LRR Energy’s properties are located in the Permian Basin region in West Texas and southeast New Mexico, the Mid-Continent region in Oklahoma and East Texas and the Gulf Coast region in Texas.

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” — that is, statements related to future events.  Forward-looking statements are based on the current expectations of LRR Energy and include any statement that does not directly relate to a current or historical fact.  In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as “may,” “predict,” “pursue,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “target,” “continue,” “potential,” “should,” “could” and other similar words.  Actual results and future events could differ materially from those anticipated or implied in such statements.  Forward-looking statements involve certain risks and uncertainties, and ultimately may not prove to be accurate.  These risks and uncertainties include, among other things, a decline in oil, natural gas or NGL prices, the risk and uncertainties involved in producing oil and natural gas, competition in the oil and natural gas industry, governmental regulations and other factors.  Actual results could differ materially from those anticipated or implied in the forward-looking statements due to the factors described

 

4



 

under the captions “Risk Factors” in LRR Energy’s Annual Report on Form 10-K for the year ended December 31, 2011 and LRR Energy’s subsequent filings with the SEC.  All forward-looking statements speak only as of the date of this press release.  LRR Energy does not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise.  All forward-looking statements are qualified in their entirety by this cautionary statement.

 

Investor Contacts:

 

Todd Hassen

Director of Finance

(713) 292-9534

thassen@lrrenergy.com

 

Jaime Casas

Chief Financial Officer

(713) 345-2126

jcasas@lrrenergy.com

 

5



 

LRR Energy, L.P.

Selected Operating Data

For the Three Months and Year Ended December 31, 2012

(unaudited)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31, 2012

 

December 31, 2012

 

Production:

 

 

 

 

 

Oil (MBbls)

 

166

 

696

 

Natural gas (MMcf)

 

1,844

 

7,942

 

NGLs (MBbls)

 

73

 

287

 

Total (MBoe)

 

546

 

2,307

 

Average net production (Boe/d)

 

5,935

 

6,303

 

 

 

 

 

 

 

Average sales price:

 

 

 

 

 

Oil (per Bbl):

 

 

 

 

 

Sales price

 

$

81.44

 

$

87.55

 

Effect of realized commodity derivative instruments

 

9.16

 

5.25

 

Realized sales price

 

$

90.60

 

$

92.80

 

 

 

 

 

 

 

Natural gas (per Mcf):

 

 

 

 

 

Sales price

 

$

3.28

 

$

2.71

 

Effect of realized commodity derivative instruments

 

1.86

 

2.28

 

Realized sales price

 

$

5.14

 

$

4.99

 

 

 

 

 

 

 

NGLs (per Bbl):

 

 

 

 

 

Sales price

 

$

34.30

 

$

38.00

 

Effect of realized commodity derivative instruments

 

7.26

 

5.66

 

Realized sales price

 

$

41.56

 

$

43.66

 

 

 

 

 

 

 

Average unit costs per Boe:

 

 

 

 

 

Lease operating expenses

 

$

10.05

 

$

11.11

 

Production and ad valorem taxes

 

$

3.04

 

$

3.04

 

General and administrative expenses

 

$

7.39

 

$

5.48

 

Depletion and depreciation

 

$

24.63

 

$

18.03

 

 

6



 

LRR Energy, L.P.

Consolidated Condensed Statement of Operations

For the Three Months and Year Ended December 31, 2012

(in thousands, except per unit amounts)

(unaudited)

 

 

 

Three Months
Ended

 

Year Ended

 

 

 

December 31, 2012

 

December 31, 2012

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

Oil sales

 

$

13,519

 

$

60,934

 

Natural gas sales

 

6,045

 

21,522

 

Natural gas liquids sales

 

2,504

 

10,907

 

Realized gain on commodity derivative instruments

 

5,474

 

23,350

 

Unrealized loss on commodity derivative instruments

 

(809

)

(11,264

)

Other income

 

12

 

45

 

Total revenues

 

26,745

 

105,494

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Lease operating expense

 

5,490

 

25,617

 

Production and ad valorem taxes

 

1,661

 

7,009

 

Depletion and depreciation

 

13,457

 

41,583

 

Impairment of oil and natural gas properties

 

 

3,544

 

Accretion expense

 

374

 

1,460

 

Loss (gain) on settlement of asset retirement obligations

 

(17

)

(31

)

General and administrative expense

 

4,037

 

12,632

 

Total operating expenses

 

25,002

 

91,814

 

 

 

 

 

 

 

Operating income

 

1,743

 

13,680

 

 

 

 

 

 

 

Other income (expense), net

 

 

 

 

 

Interest expense

 

(2,055

)

(6,596

)

Realized loss on interest rate derivative instruments

 

(171

)

(465

)

Unrealized loss on interest rate derivative instruments

 

(14

)

(4,185

)

Other income (expense), net

 

(2,240

)

(11,246

)

 

 

 

 

 

 

Income (loss) before taxes

 

(497

)

2,434

 

Income tax expense

 

(2

)

(172

)

Net income (loss)

 

$

(499

)

$

2,262

 

Net income (loss) attributable to predecessor operations

 

 

(2,265

)

Net loss available to unitholders

 

$

(499

)

$

(3

)

 

 

 

 

 

 

Computation of net loss per limited partner unit:

 

 

 

 

 

 

 

 

 

 

 

General partners’ interest in net loss

 

$

 

$

 

 

 

 

 

 

 

Limited partners’ interest in net loss

 

$

(499

)

$

(3

)

 

 

 

 

 

 

Net loss per limited partner unit

 

$

(0.02

)

$

(0.00

)

 

 

 

 

 

 

Weighted average number of limited partner units outstanding

 

22,429

 

22,425

 

 

7



 

LRR Energy, L.P.

Consolidated Condensed Statement of Cash Flows

For the Year Ended December 31, 2012

(in thousands)

(unaudited)

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Net income

 

$

2,262

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

Depletion and depreciation

 

41,583

 

Impairment of oil and natural gas properties

 

3,544

 

Unrealized loss on derivative instruments, net

 

15,449

 

Accretion expense

 

1,460

 

Amortization of equity awards

 

313

 

Amortization of deferred financing costs and other

 

388

 

Gain on settlement of asset retirement obligations

 

(31

)

Purchase of derivative contracts

 

(59

)

Changes in operating assets and liabilities

 

 

 

Change in oil and natural gas sales

 

4,552

 

Change in trade and other

 

1,122

 

Change in prepaid expenses

 

(170

)

Change in trade accounts payable

 

(2,707

)

Change in amounts due from affiliates

 

1,441

 

Change in accrued liabilities

 

(1,331

)

Change in deferred tax liability

 

85

 

Net cash provided by operating activities

 

67,901

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Acquisition of oil and natural gas properties

 

(1,003

)

Development of oil and natural gas properties

 

(30,397

)

Expenditures for other property and equipment

 

(16

)

Net cash used in investing activities

 

(31,416

)

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Contribution to Fund I

 

(4,869

)

Deferred financing costs

 

(562

)

Borrowings under revolving credit facility

 

77,200

 

Payments on revolving credit facility

 

(55,000

)

Borrowings under term loan

 

50,000

 

Distribution to Fund I

 

(64,038

)

Distributions to unitholders

 

(37,262

)

Net cash used in financing activities

 

(34,531

)

 

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

1,954

 

 

 

 

 

CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD

 

1,513

 

 

 

 

 

CASH AND CASH EQUIVALENTS, END OF THE PERIOD

 

$

3,467

 

 

 

 

 

Supplemental disclosure of non-cash items to reconcile investing and financing activities

 

 

 

Property and equipment:

 

 

 

Accrued capital costs

 

940

 

Asset retirement obligations

 

(257

)

 

8



 

LRR Energy, L.P.

Consolidated Condensed Balance Sheet

December 31, 2012

(in thousands, except unit amounts)

(unaudited)

 

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

 

$

3,467

 

Accounts receivable

 

7,250

 

Commodity derivative instruments

 

15,399

 

Prepaid expenses

 

748

 

Total current assets

 

26,864

 

 

 

 

 

Property and equipment (successful efforts method)

 

763,817

 

Accumulated depletion, depreciation and impairment

 

(308,569

)

Total property and equipment, net

 

455,248

 

 

 

 

 

Commodity derivative instruments

 

18,815

 

Deferred financing costs, net of accumulated amortization

 

1,559

 

TOTAL ASSETS

 

$

502,486

 

 

 

 

 

LIABILITIES AND UNITHOLDERS’ EQUITY

 

 

 

Current liabilities:

 

 

 

Accrued liabilities

 

$

1,415

 

Accrued capital cost

 

2,361

 

Commodity derivative instruments

 

1,671

 

Due to affiliates

 

1,977

 

Interest rate derivative instruments

 

659

 

Asset retirement obligations

 

500

 

Total current liabilities

 

8,583

 

 

 

 

 

Long-term liabilities:

 

 

 

Commodity derivative instruments

 

874

 

Interest rate derivative instruments

 

3,526

 

Term loan

 

50,000

 

Revolving credit facility

 

178,000

 

Asset retirement obligations

 

31,548

 

Deferred tax liabilities

 

120

 

Total long-term liabilities

 

264,068

 

Total liabilities

 

272,651

 

 

 

 

 

Unitholders’ equity:

 

 

 

General partner (22,400 units issued and outstanding as of December 31, 2012)

 

396

 

Public common unitholders (10,676,742 units issued and outstanding as of December 31, 2012)

 

169,919

 

Affiliated common unitholders (5,049,600 units issued and outstanding as of December 31, 2012)

 

25,563

 

Subordinated unitholders (6,720,000 units issued and outstanding as of December 31, 2012)

 

33,957

 

Total unitholders’ equity

 

229,835

 

TOTAL LIABILITIES AND UNITHOLDERS’ EQUITY

 

$

502,486

 

 

9



 

LRR Energy, L.P.

Non-GAAP Reconciliation

For the Three Months and Year Ended December 31, 2012

(in thousands)

(unaudited)

 

We define Adjusted EBITDA as net income (loss) plus income tax expense (benefit); interest expense-net, including realized and unrealized losses on interest rate derivative contracts; depletion and depreciation; accretion of asset retirement obligations; amortization of equity awards; (gain) loss on settlement of asset retirement obligations; unrealized losses on commodity derivative contracts; impairment of oil and natural gas properties; less interest income; unrealized gains on commodity derivative contracts and other non-recurring items that we deem appropriate. Distributable Cash Flow is defined as Adjusted EBITDA less income tax expense; cash interest expense; and estimated maintenance capital expenditures. Distribution Coverage Ratio is defined as the ratio of Distributable Cash Flow to the total quarterly distribution payable on all of our outstanding common, subordinated and general partner units.

 

Adjusted EBITDA, Distributable Cash Flow and the Distribution Coverage Ratio are used as supplemental financial measures by our management and by external users of our financial statements, such as investors, commercial banks and others, to assess our operating performance as compared to that of other companies and partnerships in our industry, without regard to financing methods, capital structure or historical cost basis and the ability of our assets to generate sufficient cash flow to make distributions to our unitholders.

 

Our management believes that Adjusted EBITDA, Distributable Cash Flow and the Distribution Coverage Ratio are useful to investors because these measures are used by many partnerships in the industry as measures of operating and financial performance and are commonly employed by financial analysts and others to evaluate our operating and financial performance from period to period and to compare it with the performance of other publicly traded partnerships within the industry. Adjusted EBITDA, Distributable Cash Flow and the Distribution Coverage Ratio should not be considered alternatives to net income, operating income, cash flow from operating activities or any other measures of financial performance presented in accordance with GAAP. Our Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio may not be comparable to similarly titled measures of another company because all companies may not calculate Adjusted EBITDA, Distributable Cash Flow or the Distribution Coverage Ratio in the same manner. The following table presents a reconciliation of Adjusted EBITDA to net income, our most directly comparable GAAP financial performance measure, for the three months and year ended December 31, 2012.

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31, 2012

 

December 31, 2012

 

Net income (loss)

 

$

(499

)

$

2,262

 

Income tax expense

 

2

 

172

 

Interest expense, net

 

2,240

 

11,246

 

Depletion and depreciation

 

13,457

 

41,583

 

Accretion of asset retirement obligations

 

374

 

1,460

 

Amortization of equity awards

 

82

 

313

 

(Gain) loss on settlement of asset retirement obligations

 

(17

)

(31

)

Unrealized losses on commodity derivative instruments

 

809

 

11,264

 

Impairment of oil and natural gas properties

 

 

3,544

 

Interest income

 

 

 

Unrealized gain on commodity derivative instruments

 

 

 

Adjusted EBITDA

 

$

16,448

 

$

71,813

 

 

The following table presents a reconciliation of Distributable Cash Flow and the Distribution Coverage Ratio to Adjusted EBITDA for the three months and year ended December 31, 2012. Adjusted EBITDA is reconciled to net income, our most directly comparable GAAP financial performance measure, above.

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31, 2012

 

December 31, 2012

 

Adjusted EBITDA

 

$

16,448

 

$

71,813

 

Income tax expense

 

(2

)

(172

)

Cash Interest expense

 

(1,977

)

(6,547

)

Estimated maintenance capital (1)

 

(5,250

)

(21,000

)

Distributable Cash Flow

 

$

9,219

 

$

44,094

 

Cash distribution

 

$

10,785

 

$

42,834

 

Distribution Coverage Ratio

 

0.85x

 

1.03x

 

 


(1)         Amount represents annual amount pro-rated for the period.

 

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