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Executives

John B. Walker - Executive Chairman

Mark A. Houser - President and CEO

Michael E. Mercer - SVP and CFO

Ronald J. Gajdica - SVP, Acquisitions of EV Management

Analysts

John Ragozzino - RBC Capital Markets

Ethan Bellamy‎ - Robert W. Baird

Kevin Smith - Raymond James & Associates, Inc.

EV Energy Partners, L.P (EVEP) Q2 2013 Earnings Conference Call August 9, 2013 9:00 AM ET

Operator

Ladies and gentlemen thank you for standing by. Welcome to the EV Energy Partners' Second Quarter 2013 Earnings Conference Call on Friday 9th of August 2013. Throughout today’s presentation, all participants will be in a listen-only mode. After the presentation there will be an opportunity to ask questions. (Operator Instructions)

I’ll now hand the conference over to John Walker, Executive Chairman; Mark A. Houser, President and CEO; Mike Mercer, Senior VP and CFO.

John B. Walker

Thank you, Alice. Good morning, everyone. I’m in West Texas this morning and the rest of our team is back in Eastern. Over the second quarter and moving into the third quarter, we’ve made a lot of progress along the path that I described at last quarter’s earnings call. Our base assets performed above our budgets and guidance to the straight. Our Ohio midstream assets have come online, on time and on budget. Our Utica acreage sales process is moving positively forward and we’re announcing our first acreage sale.

First a few comments on our base assets. We had strong production performance this quarter due to our Barnett Shale drilling program and overall good production management by our operations team. We are also fortunate to have a minimal amount of plan or pipeline downtime in our eight operational areas.

Revenues however were impacted by the continuing decline in ethane, prothane and more recently butane process. Lease operating expenses came in as expected considering the growing production and declined somewhat from quarter-to-quarter on a per unit of production basis.

G&A expense declined significantly this quarter is there were no cash cost per taxes on units vesting as we have in the first quarter of this year. Our midstream CapEx was $30.7 million, up from $21 million in the first quarter, mostly due to the timing of activity. For the first half of the year, we’re on budget in terms of CapEx. Our teams continue to do a good job at managing cost and improving overall drilling efficiency.

The Barnett once again exceeded expectations and set another weekly production record last week. In the second quarter well cost came in as expected, while overall IPs were 22% higher than AFE projections. Our most recent seven Barnett wells were turned in line with IPs on average 25% higher than expected.

Midstream capital came in at $50 million, about $20 million below our guided levels. But this is mainly due to phasing of midstream capital both Cardinal Gas Services and Utica East Ohio or UEO for short.

Now turning to the Utica. When I spoke to you in May, I said that within about two months production from the wet gas window would increase dramatically adding value to our acreage and both have begun to happen. Utica drilling activity has continued to be very strong. Based upon our recent Oil and Gas Investor article that I read, the pace of Utica drilling at this early stage of its history exceeds that of the other major shale plays at a similar stage. This has occurred despite the lack of significant takeaway capacity for the wet gas and liquids.

At the end of July, per the Ohio Department of Natural Resources, there are 819 permitted Utica wells in Ohio, 460 wells drilled or drilling and 119 now producing. Many operators are active and recently there have been increasing announcements up and down the play. Among these were Halcon’s recent well in Trumbull County, (indiscernible) wells in Carroll County and Gulfport wells in Harrison and Guernsey County. The strong majority of the industries Utica drilling activity to-date has been within our Chesapeake, Total, and EnerVest joint venture.

While EVEP’s working interested in this JV is small, we’ve assess to a significant amount of data, which helps us assess the play. The JV's primary emphasis on – is on the wet gas window, mostly in Carroll County. Within this joint venture there have been 321 wells drilled and 106 were now producing, leading 215 of the drilled wells still not online.

Chesapeake currently has 11 rigs running in the play. Production from the joint venture area and across the whole play is now starting to grow its midstream bottlenecks are being eliminated. In May, Dominion's Natrium plant finally began processed in 200 million cubic feet of wet gas. Mostly of which is produced by the Chesapeake joint venture. This was the first step in allowing a significant increase in Utica production. The next step the UEO startup follows shortly.

As you know EVEP has 21% interest in the Utica East Ohio midstream facilities, operated by momentum. These midstream investments are underpinned by over 900,000 dedicated acres, including over 600,000 within a wet gas Chesapeake joint venture. The first train of these facilities, which includes 200 million cubic feet a day of processing capacity and 45,000 barrels of fractionation capacity is now online, the only facility to be on time and on budget.

The Kensington wet gas processing plant is processing more than 85 million cubic feet of wet gas currently and throughput is expected to increase over the next few weeks its additional wells are turned in line and compression restrictions in the gathering and interstate systems are eliminated. The next train are projected to come online during the fourth quarter of 2013 and the second quarter of 2014.

The UEO complex then will be capable of processing 600 million cubic feet per day and fractionating 135,000 barrels per-day. There is equipment on order with an additional 200 million cubic feet of wet gas processing capacity at a second plant location scheduled for mid 2014.

Now there is increased midstream capacity, additional wells will continue to be turned in line. Cardinal Gas Services in which EVEP announced a 9% interest is responsible for installing the gathering systems necessary to bring Chesapeake’s joint venture wells to the market. They’re working to turn in at least 20 wells per month.

Moving to our acreage sales initiative, over the past quarter we’ve focused primarily on monetization of our wet gas window acreage and on derisking our volatile oil window through one or more joint ventures. We’ve made progress on both fronts. Regarding the volatile oil window where EVEP owns over 78,000 acres and the entire EnerVest family owns over 220,000 acres. We’ve partnered with a privately held company with acreage near ours.

Our two companies are currently in negotiations with both service companies and technically confident oil shale experience producing companies with the intent of forming a joint venture on a limited amount of volatile oil acreage. The intent is to form two small JVs to get twin wells drilled in both Tuscarawas as well as Stark County. We are limiting EVEP’s capital exposure to derisk the volatile oil window.

Turning now to the wet gas window, EVEP owns about 54,000 acres and what is currently defined as wet gas window. We are pleased to announce our first sale of wet gas Utica acreage, along with other EnerVest institutional partnerships, EVEP has reached an agreement to sell acreage in Guernsey, Harrison and Guernsey and Noble counties were slightly under $12,900 per acre, with prices ranging from a 11,000 to 15,000 per acre. Most of the acreage was sold for 13,000 per acre.

As part of the total EnerVest family package of 22,535 acres, EVEP is selling 4,345 acres for approximately $56 million in net proceeds. This sale is subject to customary closing conditions and purchase price adjustments and is expected to close at the end of September. The buyer has requested that it not be identified. A map showing the acreage being sold is on our website.

With our more focused sales effort on a county by county basis in the wet gas window fully underway and with increased production visibility across the play, we’re very pleased with the amount of interest and the offers we are receiving. We will continue to work for finding the right buyers for the different areas of the Utica and expect to announce more deals.

This last year, we’ve rejected many offers for our valuable Utica acreage. By being patient and determined to get the right price for our assets, the first sale well not a large one for EVEP, establishes a value marker in the heart of the play. As I’ve told you many times, our acreage keeps getting more valuable as EURs keep rising and the cost to develop keeps declining.

I want to thank those analysts who took the time to really understand EVEP and the Utica play as well as our investors who hung in there as our unit price fell into the low 30s. I wish that we – myself personally, at EnerVest and EVEP could have bought units as the price declined, but we’ve had restrictions on buying or selling EVEP units since last year because of our ongoing negotiations. Again, thank you very much.

So with that, I’ll turn it over to Mike for comments on our financials and then to Mark to further discuss operations. I look forward to your questions once they’ve finished.

Michael E. Mercer

Thanks, John. For the second quarter our adjusted EBITDA actual was $52.6 million which is a 9% increase over the first quarter of the year and a 20% decrease from the second quarter of 2012. Distributable cash flow for the second quarter was $26.1 million, which is a 20% increase over the first quarter and a 24% decrease from the second quarter of last year.

Distributions for the second quarter, which are payable on August 14th to unitholders of record as of August 8th will be about $33.9 million. The change in adjusted EBITBA and distributable cash flow, the increase from the first quarter is primarily due to slightly increased production as well as the lower G&A costs at quarter-over-quarter, that John had previously mentioned.

The decline from last year second quarter, however, is primarily due to decreases in realized gains on our natural gas crude oil and NGL derivatives, and to lower average sales prices per unit for natural gas liquids, is an example this quarter our NGL price averaged the net price to us averaged $20.83, whereas last year in the second quarter it was approximately $35 per barrel.

For the second quarter our production was 11.1 bcf of natural gas, 245,000 barrels of crude oil and 526,000 barrels of natural gas liquids or 172.3 MMcfe per day. This is over a 7% above the mid-point of our previous production guidance. It is also 4% increase from the first quarter of this year and a 6% increase over the second quarter production from last year.

Second quarter net income was 32.9 million or $0.74 per basic and diluted weighted average limited partner unit outstanding, several items to note that were included in the net income, our 30.3 million of unrealized gains on commodity and interest rate derivatives, primarily due to changes in future commodity prices used on our future, the remaining balance of our portfolio of hedges that will settle in the future; 0.5 million of non-cash realized losses related to terminated interest rate swaps; $900,000 of dry hole and exploration cost; 2.8 million of non-cash leasehold impairment; $200,000 of non-cash deferred income taxes; and $4.3 million of non-cash compensated related cost contained in G&A.

With regard to capital expenditures, as John mentioned, our midstream capital of 50 million for the quarter was 20 million below the mid-point of our previous guidance, but that’s primarily just due to phasing of capital and timing at UEO and Cardinal. Drilling capital expenditures of 30.7 million were approximately 5 million higher than our previous guidance mid-point that was primarily due to the just the timing of drilling activity this quarter and note that our drilling capital to-date for the year of 50 million is right in line where we’ve previously guided.

Finally, with regard to our amended credit facility, we recently entered into an amendment on our credit facility whereby a senior secured debt to EBITDAX ratio is to be no greater than 3.5 to 1 through March 30, 2015 and to include certain updates related to the Dodd-Frank Act eligibility requirements for guarantee towards of hedging transactions that are typically being updated in credit facilities generally.

This change in our debt-to-EBIDA ratio covenant takes into account and more closely aligns with the significant midstream investment we’re making in the Utica this year and next and the timing of these expenditures in future cash flows, once the investments are completed.

I’d now like to turn it over to Mark Houser for a review of our operations.

Mark A. Houser

Thanks, Mike. My comments will be reasonably brief and focused mostly on our other operations, as John has described our primary Utica activities.

First, looking at capital expenditures; our upstream CapEx of 30.7 million for the quarter is once again driven mostly by the Barnett shale, about 60%, the Austin Chalk and some conventional infill drilling in Appalachia. This is up a bit from last quarter, but it is mostly just due to timing, our combined total for the first half of the year is consistent with guidance as Mike said.

In the Barnett EVEP has a 31% working interest along with EnerVest institutional fund partnerships. We have three rigs running through the first half of the year. After bringing on 14 wells in the first quarter, we turned in line another 18 wells in the second quarter. These wells were essentially on budget in terms of cost, but initial rates were 22% higher than our estimates.

These wells had a combined IP rate of 41.5 million cubic feet a day, implying an average IP of 2.3 million cubic feet per day at an average cost of 2.9 million. I do want to point out that the cost of wells in the Barnett varies a good bit from the north to south as such production. Our team is doing a good job on the cost side. Our primary measure is total drilling complete cost per equivalent link. On that basis, cost through the first half of the year have decreased 8%.

In the Barnett, we’re moving from a three to a two rig program for the rest of the year, but still expect to drill 55 wells this year as we had originally planned. Our results as we’ve moved into the summer continue to be really good. In late July we brought on seven wells on our empty coal and (indiscernible) leases that IPed at a combined 20.6 million cubic feet per day, 25% above our estimates. Two of these wells flow their rates in excess of 4.2 million per day of gas, rich gas and a 140 barrels of oil per day per well. These good drilling results are making into sale. Last week EnerVest once again experienced the highest production rate we’ve ever seen since entering the Barnett at 258 million equivalent a day net to EnerVest. That’s 86 million net to EVEP. We’re encouraged by these rates but will remain guarded until some of these new wells have a bit more time under their belt.

Moving to the Austin Chalk, where I would remind you that EVEP owns an approximate 14% interest. For the quarter we were fairly quite only turning on three wells to sale. But in several different areas we made good progress towards some longer term initiative. These initiatives are horizontal reentries, low cost multi stage frac reentries, new multi stage Chalk well and our Taylor Sand program. The three new wells this quarter are all reentries at existing wells which we’re producing without frac due to the existing natural fractures in the area. Two of the three wells are producing somewhat marginally and we plan to stimulate them over the next few weeks. The third conventional reentry well drilled was the (indiscernible) where we reentered the well through 5.5 inch casing and accessed another 2000 feet of lateral section. The well came on significantly better than expected and it's the best conventional well we have drilled in several years. With our pipeline constraint at 5 million a day for the first couple of weeks and we’re currently making over 3 million a day and over 60 barrels a day. We’re continuing to identify additional conventional reentry candidate that on average are costing about $2 million all in.

During the quarter we also drilled the [Borgested] a new multi stage frac well that was completed in late July. This well came online a few days ago and appears to be a very good well. Today's report shows about 525 barrels a day and 1.1 million a day of rich gas. EVEP owns about 13% interest in this well and in total we expect to spud three more new wells like this before the end of the year. We have also been working to develop a low cost process for reentering existing wells and performing multi stage frac on the non-naturally fractured areas of the Chalk.

Our goal is spending less than $1 million on these jobs. Last quarter we successfully ran our EnerVest design blast joint packers into your three candidate well. We have fracked two wells thus far and our third will be fracked next week. One is the Rockwater ring and one is flowing at 90 barrels a day. All three wells are now projected to cost under $1 million. Our third pilot well is scheduled to be stimulated in a couple of days. These projects are very robust with rates a return in excess of 15%.

Due to these encouraging results the team is starting to evaluate the next three well to test with our new design. Ultimately there could be a 100 or more reentry candidates like this. We also continue to make progress on our Taylor Sand initiative where we’re part of a 30,000 acre joint venture. We now have five wells drilled of three online. This is a competitive area for us, so we re not showing a lot of data but we continue to be encouraged with production rates and in fact have a well, well over 300 barrels a day gas listing right now. The Austin Chalk area overall where EnerVest controls over 830,000 acres which is a very dominant position continues to provide excellent growth opportunities for EVEP while providing strong net cash flow. So coming back to production, we had a really good spring in summer, our second quarter production levels and recent drilling results are encouraging. Recent weekly production is running a bit above the mid point of guidance. However we have a lot of reasonably new production over the last few months, we’re fortunate not to experience any significant plan or pipeline downtime in our areas. We typically have some downtime almost every quarter, so for the remainder of the year we believe that sticking to our current guidance for production levels is appropriate.

In summary we had a good quarter, base production and overall operations performed very well. We’re very pleased to have our midstream online and our Utica sales strategy is starting to bare fruit.

With that I’ll turn it back to John.

John B. Walker

Thanks Mark. Alex, we’re ready for questions.

Question-and-Answer Session

Operator

Thank you, sir. (Operator Instructions) The first question comes from John Ragozzino from RBC Capital Markets. Please proceed with your question.

John Ragozzino - RBC Capital Markets

Hi, good morning gentlemen and congratulations on the sale.

John B. Walker

Thank you.

John Ragozzino - RBC Capital Markets

Can you provide us just a little bit more color on the specific acreage inventory that’s remaining or could in other way just provide us an idea of where that 4300 specific net areas to EVEP are located like in what counties?

John B. Walker

John, there is actually a math that was – it's on our website now which highlights the acreage that we’ve sold. It's primarily in Noble, Guernsey, Harrison, and again there’s about 4300 acres in total that we sold. Again I think the math highlights it is good as any. Ron, do you want to comment at all on that?

Ronald J. Gajdica

You’ve already said.

John B. Walker

Yeah.

Ronald J. Gajdica

Let me add one thing, what we’re trying to do John is sell four counties and we did do that in Harrison but in Guernsey we still have some townships that are in the wet gas window that we would anticipate selling, and we sold all but one township in Noble county that we believe is equally attractive and we expect to sell that. So, clearly the most attractive county Carroll county we haven't sold and then we have the Columbiana in the northern counties in Mahoning, in Trumbull and over into Pennsylvania. So we’ve got a lot of acreage and we’ve got a lot of activity going down. Ron, has been busy with data realm, as new people are coming in but some people will revisit it.

John Ragozzino - RBC Capital Markets

Okay, am actually looking up in that now, and I was under the impression that that the red was actually all the 2200 but that’s helpful. Thank you very much. Any update you can provide us with respect to seeking out a JV partner in the volatile oil window?

Ronald J. Gajdica

Mark, (indiscernible).

Mark A. Houser

Yeah, I’ll add, we have been in serious discussions with several service companies along with some producing companies as John mentioned. We’re hoping, we’re not promising but we’re hoping that has some drilling activity by the end of the year in one of those areas. We’re actually targeting three small areas to have kind of a window of acreage that can be drilled and de-risked and as John mentioned we’re targeting drilling about 10 wells per day to help de-risk the plot. Good response, we went to the service area first. Again we were already in pretty serious negotiations with one and the others have been through the data realm and are coming back to this right now. And then the next path was the more experienced oil producing E&T companies and we’re in that process right now. As John mentioned Ron has been in several data realms.

John Ragozzino - RBC Capital Markets

Okay.

John B. Walker

And let me clarify something here John, basically in task we would anticipate that we’ll have 10 wells drilled there and then 10 wells in stark, and basically we’ll probably (indiscernible) those wells going East to West and the key thing is trying to get as much data as we can in each lateral. So we could end up maybe doing two different tasks of completions in each lateral which would basically what I said previously would give us 40 pieces of data based upon 20 laterals.

John Ragozzino - RBC Capital Markets

Okay, thanks. And just one quick one on the liquidity side, Mike when you consider the proceeds from the sale, the mid stream investment today, can you just give us a quick overview on where we stand on pro forma liquidity base and kind of where we’ll be at yearend?

Michael E. Mercer

When you say from a liquidity standpoint you’re talking about data outstanding or?

John Ragozzino - RBC Capital Markets

Just under revolver, like what's remaining.

Michael E. Mercer

Yeah, if you take – if you use the similar proceeds there are reduced debt. Right now our borrowing base is $710 million. We’ll be going through a review of that, a typical semi-annual review in October, we starting in that process and wouldn’t really expect any change there on that, but that will be happening in October. At the end of the quarter we had $520 million of bank debt outstanding clearly that will grow through the year as we – I mean absent acreage sales or sales in the midstream that will grow through the years the midstream’s built out. I think if you look at our midstream capital for the rest of the year I believe that the third and fourth quarter or approximately $100 million of remaining capital so that debt will grow but we believe that we will be comfortably inside the borrowing base number. So we believe we have liquidity for that.

John Ragozzino - RBC Capital Markets

Okay, great. Thanks very much guys.

Michael E. Mercer

Thank you.

Operator

Thank you. The next question comes from Ethan Bellamy‎ from Baird. Please proceed with your question.

Ethan Bellamy‎ - Robert W. Baird

Hey, good morning guys. Congrats on the sale. Mike, what's the total capital spend on midstream so far, and do you have a fresh estimate for us on the balance that you will spend and if you could give us some quarter-by-quarter projections that would be helpful for (indiscernible)?

Michael E. Mercer

We don’t have any change. I mean I think to date this year we have spent $108 million -- well through the second quarter, our midstream capital spending was about $118 million and we have in our guidance we have about $100 million left for the year. I would expect it to probably be somewhere between that and maybe the $20 million that we were less this year maybe faced in before the end of the year but still within the guidance range that we put out for the third and fourth quarter, we haven't changed anything there.

Ethan Bellamy‎ - Robert W. Baird

Okay. And then with respect to potential further asset sales, will that be sufficient in your view, in your plan to cover additional midstream investment or is equity issuance on the table. And then kind of a second part of that is what should our expectation be about the future monetization of midstream?

Michael E. Mercer

With regard to equity we just – as you know our policy is we never comment on any potential public offering in many kinds, equity offering, high-yield offering, anything like that. We are comfortable at the moment with regard to our liquidity and being able to fund our midstream investment, especially given the fact that we expect to continue to have monetization of our acreage in the Utica, so we’re comfortable there. And then I think your last part of the question was about midstream – monetization of the midstream?

Ethan Bellamy‎ - Robert W. Baird

Yes.

Michael E. Mercer

As you know we’re a 21% minority owner in UEO and 9% minority owner in Cardinal. And UEO is operated by momentum who has a 30% ownership and access who owns the remainder, that we do have a tag along right on any sales that would occur with the others but we’ll just have to wait and see on timing, whether or not we might monetize that in the timing of it.

John B. Walker

Let me jump in on something that I am not sure we talked enough about, there’s bee $6 billion commitment up until yesterday on the midstream business which means that some pretty smart companies have made decisions this wet gas window is very valuable, and of course yesterday we had the additional joint venture announcement with MarkWest and Kinder Morgan, and now UEO that there is the possibility of going up to multiple gas processing’s both are Harrison another sat location which I won't mention right now and then even possibly a third. And so, with UEO we’re right in the heart of the play and so the new plant location will pick up more. But UEO we feel is extremely well positioned and course Cardinal is together for the Chesapeake joint venture and there’s going to be ongoing capital requirements from our midstream because there is demand based on this the largest acreage commitment of anybody in the Utica play, so it's a tremendous opportunity for EVEP.

Ethan Bellamy‎ - Robert W. Baird

Thank you.

Operator

Thank you. The next question comes from Kevin Smith from Raymond James. Please proceed with your question.

Kevin Smith - Raymond James & Associates, Inc.

Hi, good morning gentlemen.

John B. Walker

Hi, Kevin.

Kevin Smith - Raymond James & Associates, Inc.

And congrats on the Utica transaction. So, we’ve already kind of talked a little bit about it, is it implied that you’re going to use the proceeds to pay down debt or should we be expecting kind of an asset purchase there in the future?

Michael E. Mercer

Really our strategy hasn’t changed on that. We’ll continue to valuate opportunities and options and as we look at additional acreage sales we’ll factor that in as well Kevin. So they’re both out there. We’ve got dropdown opportunities, the market is okay on the A&D side, and we expect it to grow towards the end of the year. And as John mentioned last quarter we’re going to be in that market.

Kevin Smith - Raymond James & Associates, Inc.

Got you. Now what, if you’re not going to – if you use these proceeds just to pay down debt, what's the tax kind of hit on that?

Michael E. Mercer

Well that would be considered a capital, if we weren’t to do that that would be considered a capital gain generally. It does matter on the timing of the owner of the partnership unit as to exactly what that would be but the gain would be treated as a capital gain.

Kevin Smith - Raymond James & Associates, Inc.

Okay. And then can you talk on the leasehold impairment and that’s all I got.

Michael E. Mercer

These are some assets up in the mid continent where we wrote down some leases that expired, there were some of the wells within, I believe that’s the (indiscernible) asset that at this point in time were not being economic to drill from an old acquisition and we – they became impaired.

Kevin Smith - Raymond James & Associates, Inc.

Okay, perfect. Thank you.

Operator

Thank you. There are no further questions at this time. Please continue with any further points you wish to raise.

John B. Walker

Well, again thank all of you for the support that we’ve had. We again want to make it clear that we’re encouraged by our level of interest in our Utica position and we do anticipate that we will have more sales. You can look at this sale for EVEP since it's less than 10% of the exposure, is being non-material. Of course I always consider $56 million meaningful. So we still have plenty of acreage to sell and I do believe that we’re communicating a very good value marker for the wet gas window here. Thank you, Alex, and thank everyone for listening in.

Operator

Thank you. This concludes the EV Energy Partners second quarter 2013 earnings conference call. Thank you for participating. You may now disconnect.

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