Exhibit 99.1
ITEM 6. SELECTED FINANCIAL DATA.
The selected consolidated financial data presented as of December 31, 2012 and 2011 and for the year ended December 31, 2012 and for the period from November 16 to December 31, 2011 are derived from our audited financial statements. The selected financial data for the period from January 1 to November 15, 2011 and as of and for the years ended December 31, 2010, 2009 and 2008 are derived from the audited financial statements of our predecessor. See Note 2 to our “Consolidated and Combined Financial Statements” contained in this Form 8-K for information regarding the retrospective adjustment of our financial information for the year ended December 31, 2012 and the period from November 16 to December 31, 2011 in connection with acquisitions between entities under common control. The selected financial data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data,” both contained herein. The following table shows selected financial data of the Partnership and our predecessor for the periods and as of the dates indicated.
| | Partnership | | | Predecessor | |
| | Year Ended | | November 16 to | | | January 1 to | | Year Ended | | Year Ended | | Year Ended | |
| | December 31, | | December 31, | | | November 15, | | December 31, | | December 31, | | December 31, | |
(in thousands) | | 2012 | | 2011 | | | 2011 | | 2010 | | 2009 | | 2008 | |
| | | | | | | | | | | | | | |
Statement of Operations Data: | | | | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | | | |
Oil sales | | $ | 72,916 | | $ | 9,766 | | | $ | 59,605 | | $ | 52,670 | | $ | 34,604 | | $ | 58,852 | |
Natural gas sales | | 23,502 | | 3,976 | | | 35,883 | | 48,088 | | 33,798 | | 100,378 | |
Natural gas liquids sales | | 11,627 | | 1,976 | | | 14,500 | | 14,748 | | 10,617 | | 20,393 | |
Realized gain (loss) on commodity derivative instruments | | 23,350 | | 4,015 | | | 9,353 | | 48,029 | | 70,902 | | (2,676 | ) |
Unrealized gain (loss) on commodity derivative instruments | | (10,602 | ) | 8,272 | | | 12,674 | | (23,964 | ) | (62,375 | ) | 117,757 | |
Other income | | 45 | | — | | | 159 | | 116 | | 24 | | 18 | |
Total revenues | | 120,838 | | 28,005 | | | 132,174 | | 139,687 | | 87,570 | | 294,722 | |
Operating expenses: | | | | | | | | | | | | | | |
Lease operating expenses | | 29,069 | | 3,193 | | | 21,391 | | 23,804 | | 19,066 | | 18,781 | |
Production and ad valorem taxes | | 7,790 | | 1,076 | | | 7,763 | | 9,320 | | 6,731 | | 13,899 | |
Depletion and depreciation | | 46,928 | | 5,876 | | | 37,206 | | 55,828 | | 56,349 | | 79,477 | |
Impairment of oil and gas properties | | 3,544 | | — | | | 16,765 | | 11,712 | | — | | 121,561 | |
Accretion expense | | 1,575 | | 191 | | | 1,290 | | 1,366 | | 1,255 | | 691 | |
(Gain) loss on settlement of asset retirement obligations | | (31 | ) | — | | | 496 | | (209 | ) | (1,570 | ) | 250 | |
Management fees | | — | | — | | | 5,435 | | 6,104 | | 8,500 | | 8,500 | |
General and administrative expenses | | 13,758 | | 1,892 | | | 5,149 | | 5,293 | | 2,408 | | 2,493 | |
Total operating expenses | | 102,633 | | 12,228 | | | 95,495 | | 113,218 | | 92,739 | | 245,652 | |
| | | | | | | | | | | | | | |
Operating income (loss) | | 18,205 | | 15,777 | | | 36,679 | | 26,469 | | (5,169 | ) | 49,070 | |
| | | | | | | | | | | | | | |
Other income (expense), net | | | | | | | | | | | | | | |
Interest income | | — | | — | | | 1 | | 17 | | 87 | | 623 | |
Interest expense | | (6,596 | ) | (604 | ) | | (919 | ) | (3,223 | ) | (1,274 | ) | (2,131 | ) |
Realized loss on interest rate derivative instruments | | (465 | ) | — | | | (574 | ) | (649 | ) | (457 | ) | (71 | ) |
Unrealized gain (loss) on interest rate derivative instruments | | (4,185 | ) | — | | | 441 | | (248 | ) | 95 | | (709 | ) |
Other income (expense), net | | (11,246 | ) | (604 | ) | | (1,051 | ) | (4,103 | ) | (1,549 | ) | (2,288 | ) |
| | | | | | | | | | | | | | |
Income (loss) before taxes | | 6,959 | | 15,173 | | | 35,628 | | 22,366 | | (6,718 | ) | 46,782 | |
| | | | | | | | | | | | | | |
Income tax benefit (expense) | | (172 | ) | (48 | ) | | 76 | | (32 | ) | 622 | | (971 | ) |
| | | | | | | | | | | | | | |
Net income (loss) | | $ | 6,787 | | $ | 15,125 | | | $ | 35,704 | | $ | 22,334 | | $ | (6,096 | ) | $ | 45,811 | |
Net income attributable to predecessor operations | | (6,790 | ) | (2,975 | ) | | | | | | | | | |
Net income (loss) available to unitholders | | $ | (3 | ) | $ | 12,150 | | | | | | | | | | |
| | | | | | | | | | | | | | |
General partner’s interest in net income (loss) | | $ | — | | $ | 12 | | | | | | | | | | |
Limited partners’ interest in net income (loss) | | $ | (3 | ) | $ | 12,138 | | | | | | | | | | |
Net income (loss) per limited partner unit (basic and diluted) | | $ | 0.00 | | $ | 0.54 | | | | | | | | | | |
Weighted average number of limited partner units outstanding (basic and diluted) | | 22,425 | | 22,418 | | | | | | | | | | |
| | | | | | | | | | | | | | |
Other Financial Data: | | | | | | | | | | | | | | |
Adjusted EBITDA | | $ | 81,136 | | $ | 13,603 | | | $ | 79,762 | | $ | 119,130 | | $ | 113,240 | | $ | 133,292 | |
| | Partnership | | | Predecessor | |
| | Year Ended | | November 16 to | | | January 1 to | | Year Ended | | Year Ended | | Year Ended | |
| | December 31, | | December 31, | | | November 15, | | December 31, | | December 31, | | December 31, | |
(in thousands) | | 2012 | | 2011 | | | 2011 | | 2010 | | 2009 | | 2008 | |
| | | | | | | | | | | | | | |
Cash Flow Data: | | | | | | | | | | | | | | |
Net cash provided by operating activities | | $ | 77,223 | | $ | 5,523 | | | $ | 84,027 | | $ | 121,269 | | $ | 108,148 | | $ | 139,236 | |
Net cash used in investing activities | | $ | (40,433 | ) | $ | (755 | ) | | $ | (44,891 | ) | $ | (125,846 | ) | $ | (25,129 | ) | $ | (217,986 | ) |
Net cash provided by (used in) financing activities | | $ | (34,836 | ) | $ | (3,255 | ) | | $ | (38,000 | ) | $ | 1,505 | | $ | (118,151 | ) | $ | 117,758 | |
| | | | | | | | | | | | | | |
Balance Sheet Data: | | | | | | | | | | | | | | |
Working capital | | $ | 19,366 | | $ | 23,124 | | | (1 | ) | $ | 33,209 | | $ | 57,466 | | $ | 113,846 | |
Total assets | | $ | 565,470 | | $ | 579,934 | | | (1 | ) | $ | 504,622 | | $ | 465,691 | | $ | 593,866 | |
Total debt | | $ | 228,000 | | $ | 155,800 | | | (1 | ) | $ | 27,251 | | $ | 24,150 | | $ | 32,250 | |
Unitholders’ Equity/partners’ capital | | $ | 290,776 | | $ | 390,150 | | | (1 | ) | $ | 426,733 | | $ | 405,646 | | $ | 521,784 | |
(1) These balance sheet amounts are not presented as they are not included in the predecessor’s financial statements included in “Item 8. Financial Statements and Supplementary Data.”
Non-GAAP Financial Measures
Below we disclose the non-GAAP financial measures Adjusted EBITDA and Distributable Cash Flow for the periods presented and provide reconciliations of these items to net income (loss), our most directly comparable financial performance measure calculated and presented in accordance with GAAP. 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; and
· Other non-recurring items that we deem appropriate.
· Less:
· Interest income;
· Unrealized gains on commodity derivative contracts; and
· Other non-recurring items that we deem appropriate.
We define Distributable Cash Flow as Adjusted EBITDA less income tax expense; cash interest expense; and estimated maintenance capital expenditures.
Adjusted EBITDA and Distributable Cash Flow 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 both Adjusted EBITDA and Distributable Cash Flow 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 the operating and financial
performance of the Partnership from period to period and to compare it with the performance of other publicly traded partnerships within the industry. Adjusted EBITDA and Distributable Cash Flow should not be considered alternatives to net income, operating income, or any other measures of financial performance presented in accordance with GAAP. Our Adjusted EBITDA and Distributable Cash Flow may not be comparable to similarly titled measures of another company because all companies may not calculate Adjusted EBITDA and Distributable Cash Flow in the same manner.
Our Adjusted EBITDA for the year ended December 31, 2012 and for the period from November 16 to December 31, 2011 was approximately $81.1 million and $13.6 million, respectively. Our predecessor’s Adjusted EBITDA for the period from January 1 to November 11, 2011 and the years ended December 31, 2010, 2009 and 2008 was approximately $79.8 million, $119.1 million, $113.2 million and $133.3 million, respectively.
Our Distributable Cash Flow for the year ended December 31, 2012 and for the period from November 16 to December 31, 2011 was approximately $54.1 million and $11.0 million, respectively.
Reconciliation of Adjusted EBITDA to Net Income
The following table presents a reconciliation of Adjusted EBITDA to net income, our most directly comparable GAAP performance measure, for each of the periods presented.
| | Partnership | | | Predecessor | |
| | Year Ended | | November 16 to | | | January 1 to | | Year Ended | | Year Ended | | Year Ended | |
| | December 31, | | December 31, | | | November 15, | | December 31, | | December 31, | | December 31, | |
(in thousands) | | 2012 | | 2011 | | | 2011 | | 2010 | | 2009 | | 2008 | |
| | | | | | | | | | | | | | |
Net income (loss) | | $ | 6,787 | | $ | 15,125 | | | $ | 35,704 | | $ | 22,334 | | $ | (6,096 | ) | $ | 45,811 | |
Income tax expense (benefit) | | 172 | | 48 | | | (76 | ) | 32 | | (622 | ) | 971 | |
Interest expense-net, including realized and unrealized losses on interest rate derivative instruments | | 11,246 | | 604 | | | 1,052 | | 4,120 | | 1,636 | | 2,911 | |
Depletion and depreciation | | 46,928 | | 5,876 | | | 37,206 | | 55,828 | | 56,349 | | 79,477 | |
Accretion of asset retirement obligations | | 1,575 | | 191 | | | 1,290 | | 1,366 | | 1,255 | | 691 | |
Amortization of equity awards | | 313 | | 31 | | | — | | — | | — | | — | |
Gain (loss) on settlement of asset retirement obligations | | (31 | ) | — | | | 496 | | (209 | ) | (1,570 | ) | 250 | |
Unrealized losses on commodity derivative instruments | | 10,602 | | — | | | — | | 23,964 | | 62,375 | | — | |
Impairment of oil and natural gas properties | | 3,544 | | — | | | 16,765 | | 11,712 | | — | | 121,561 | |
Interest income | | — | | — | | | (1 | ) | (17 | ) | (87 | ) | (623 | ) |
Unrealized gain on commodity derivative instruments | | — | | (8,272 | ) | | (12,674 | ) | — | | — | | (117,757 | ) |
Adjusted EBITDA | | $ | 81,136 | | $ | 13,603 | | | $ | 79,762 | | $ | 119,130 | | $ | 113,240 | | $ | 133,292 | |
Distributable Cash Flow
The following table presents a reconciliation of Distributable Cash Flow to Adjusted EBITDA for the periods presented. Adjusted EBITDA is reconciled to net income, our most directly comparable GAAP performance measure, above.
| | Year Ended | | November 16 to | |
| | December 31, | | December 31, | |
(in thousands) | | 2012 | | 2011 | |
| | | | | |
Adjusted EBITDA | | $ | 81,136 | | $ | 13,603 | |
Income tax expense | | (172 | ) | (48 | ) |
Cash interest expense | | (6,547 | ) | — | |
Estimated maintenance capital | | (20,300 | ) | (2,538 | ) |
Distributable Cash Flow | | $ | 54,117 | | $ | 11,017 | |