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Memorial Production Partners LP (NASDAQ:MEMP)

Q2 2014 Earnings Conference Call

August 6, 2014 11:00 AM ET

Executives

Ronnetta Eaton - Manager, IR

John Weinzierl - Chairman & CEO

Bill Scarff - President

Larry Forney - VP & COO

Bobby Stillwell - VP, Finance

Analysts

Kevin Smith - Raymond James

Nitin Kumar - Bank of America-Merrill Lynch

John Ragozzino - RBC Capital Markets

Operator

Welcome to the Memorial Production Partners LP Second Quarter 2014 Investor Conference Call. Memorial’s operating and financial results were released earlier today and are available on Memorial’s website at www.memorialpp.com. During this call, all participants will be in a listen-only mode. Today’s call is being recorded. A replay of the call will be accessible until Wednesday, August 13, by dialing 855-859-2056 and then entering conference ID number 78977029 or by visiting Memorial’s website, www.memorialpp.com.

I would now like to turn the conference over to Ronnetta Eaton, Manager of Investor Relations.

Ronnetta Eaton

Thank you, Laurie. Good morning, and welcome to the Memorial Production Partner LP conference call to discuss operating and financial results for the second quarter 2014. We appreciate you joining us today. John Weinzierl, Memorial’s Chairman and Chief Executive Officer, will lead the call followed by Bill Scarff, our President; Larry Forney, our Vice President and Chief Operating Officer; and Bobby Stillwell, our Vice President, Finance. Afterwards, securities analysts will be invited to participate in a question-and-answer session.

Please note that some of the remarks and answers to questions by management may contain forward-looking statements and are based on certain assumptions and expectations of management. These remarks and answers reflect management’s current views with regard to future events and are subject to various risks, uncertainties and assumptions. Although management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct and undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this earnings call.

Forward looking statements include, but are not limited to, our statements about and our discussion of our full-year 2014 guidance. Please refer to our press release and our SEC filings for a list of factors that may cause actual results to differ materially from those in the forward-looking statements made during this call. In addition, non-GAAP financial measures may be disclosed during this call. Reconciliations of those measures to comparable GAAP measures may be found in our press release or on our website at www.memorialpp.com.

With this in mind, I will now turn the call over to John Weinzierl.

John Weinzierl

Thanks, Ronnetta, and good morning. We’ve had an incredibly active year so far and we are excited about what we’ve accomplished to-date. Recently, we completed our largest acquisition since our IPO of oil producing assets in Wyoming for approximately $915 million. We also acquired oil and natural gas producing properties in East Texas for Memorial Resource Development during the second quarter for approximately $33 million. These assets along with our $169 million acquisition of oil and gas producing properties in the Eagle Ford during the first quarter increased total proved reserves adding approximately 563 Bcfe to our stable long-lived low-decline asset base.

With over $1.1 billion in accretive acquisitions completed this year, we have a lot to digest and look forward to integrating these assets to deliver additional value to our unit holders.

At the end of the second quarter, we reported increased average daily production of 195.7 million cubic feet equivalent, up 23% year-over-year from 158.9 million cubic feet equivalent for the second quarter of 2013 and 18% over the first quarter 2014 average daily production of 166.1 million cubic feet equivalent.

Adjusted EBITDA for the second quarter increased 32% to $73.8 million from $55.7 million in the second quarter of 2013 and 34% from $55 million in the first quarter of this year. These increases are largely due to our increased drilling activities as well as increased volumes from our third party acquisitions.

We are pleased with our results and our strong acquisition efforts to-date and we expect to continue our prudent management of these properties which in turn will generate stable cash flows and allow us to make quarterly distributions to our unit holders.

Now, I will turn the call over to our President, Bill Scarff.

Bill Scarff

Thank you, John. I want to reiterate a little of what John said and that we’ve had a remarkable year so far, and have had the opportunity to generate a lot of exciting activities here at Memorial.

We’ve closed just over $1.1 billion in acquisitions, witnessed the IPO a little over month a ago of our affiliate Memorial Resource Development Corp and taken steps to insure that the partnership run seamlessly with the organizational appointment of Bobby Stillwell as VP of Finance. We continue to add depth at all levels of our organization which currently numbers more than 400 employees.

In July, the partnership completed a public offering of just under 9.9 million units resulting in net proceeds of approximately $220 million. We also closed a private placement of a $500 million note offering at an interest rate of 6.875%. These notes are due in 2022 in result of the net proceeds of approximately $485 million. The proceeds from these two offerings were used to pay down a portion of MEMP’s revolving credit facility enhancing our financial flexibility going forward.

Our Board recently approved and we expect to pay MEMP’s second quarter 2014 distribution of $0.55 per common unit, annualized at $2.20 per common unit on August 12 to unit holders of record on August 5. Delivering value and generating stable cash flows to make quarterly cash distribution remains our core objective.

We accomplished this by maintaining consistent cash flow generation to support distributions to our unit holders, working to maintain and grow production by effectively operating our assets and actively pursuing opportunistic accretive transactions in line with our strategy. We believe our asset base is well-positioned to deliver on our core objectives.

Our stable asset profile and significant growth potential provides an attractive investment in MEMP in the current market with our yield of approximately 10% at the August 1st closing price of $22.07 based on our current annualized distribution rate of $2.20 per unit. We are well-positioned operationally, organizationally and financially to continue executing on our growth strategy. We expect to file our 2014 quarterly report on Form 10-Q for the quarterly period ended June 30, 2014 by August 8th.

Now Larry Forney will walk you through our operating performance in greater detail. Larry?

Larry Forney

I would like to start by summarizing our 2014 acquisition activity before moving on to our second quarter operational results and CapEx plan for the remainder of the year.

As mentioned earlier during the call, we’ve closed over $1.1 billion in accretive acquisitions this year in three separate transactions and in three different basins bringing a significant amount of reserves as well as stable production to the partnership.

During the second quarter of this year, we’ve closed an acquisition on oil and gas producing properties that were a bolt on to our existing East Texas property for approximately $33 million. And most recently, we’ve closed our largest transaction and enhanced recovery CO2 flood in Wyoming. The properties we’ve acquired complement our existing portfolio very well in that they are long-lived assets with low decline rates and have high operating margins.

Our reserve mix now runs approximately 61% proved developed with our reserves balanced at 42% oil, 39% gas and 19% NGL. Geographically, reserves are spilt with 39% in East Texas, North Louisiana, 36% in the Rockies, 13% in South Texas, 7% in the Permian, and 5% in California. Memorial operates 92% of our proved reserves and approximately 66% of our well count.

Pro forma for full-year 2014 approximately 59% of our daily net gas equivalent production is projected from the liquids rich East Texas and North Louisiana areas while additional 26% is projected from our heavily oil weighted properties in the Rockies, Permian, and California areas.

Our well count is running at approximately 3,123 gross, 1,836 net and 2,061 operated. From an inventory standpoint, we have grown to over 1,184 development opportunities, including 756 PUDs.

Now moving on to our second quarter historical operational results. Average daily production was 195.7 million cubic feet equivalent for the second quarter of 2014 which was a 23% increase over the second quarter of 2013 average daily production of 158.9 million cubic feet equivalent, an 18% increase from first quarter 2014 average daily production of 166.1 million cubic feet equivalent.

This year-over-year growth was a result of our successful new drill operation primarily in East Texas and North Louisiana and our acquisition activity over the preceding four quarters. The overall production split for second quarter 2014 was approximately 61% natural gas, 21% crude oil and 18% NGLs. LOE averaged $1.46 per Mcfe for the second quarter of 2014 compared to $1.40 per Mcfe for the second quarter of 2013 and $1.87 per Mcfe for the first quarter of 2014.

We are maintaining our focus on operational efficiencies and anticipate a continued downward trend in lease operating expenses for the remainder of the year.

Our drilling activity during the second quarter of 2014 resulted in a 100% success rate in East Texas, North Louisiana and included the initiation of production from 7 gross 2.27 net horizontal Cotton Valley new drills.

Net revenue interest in these seven wells averaged 25% and the wells projected to deliver a net EUR of 11.8 Bcfe and solid returns with some rate of returns well exceeding 100% due to their prolific gas rates and high liquid yields.

We are currently drilling and completing an additional 12 gross 8.2 net wells, 2 gross, 2 net of these well just started their post frac flow back to sales over the last week. 6 gross, 6 net of these well are projected to be turned to sales here over the balance of the third quarter and the remaining 4 gross 0.2 net wells are expected to be turned to sales early in the fourth quarter.

In the Permian, we placed 11 gross 9.9 net wells in production during the second quarter. We are actively drilling and completing 11 gross 9.7 net wells and we expect these wells to be in the third quarter of 2014.

We have maintained our active remedial and exploitation programs in the Permian and have further expanded the area's CapEx projects relative to improving production gathering systems, water flooding patterns, and salt water disposal facility capacity.

At our California Beta Field we have had two new drill completions turned to sale so far this year, one in the first quarter and one in the second quarter, both at better than budgeted rates. Our third new drill this year was complete and turned to sale last week and it is proven to be our best completion to-date. So far this year we have also completed one capital workover and eight expense workovers all with projected rate to return in excess of 100%.

Total capital spending for the second quarter of 2014 was $68 million. Total maintenance capital spending for the second quarter of 2014 was $21.4 million. Our capital spending program for the fully year includes total capital expenditures projected within the range of $135 million to $205 million including $90 million of maintenance capital.

We anticipate spending approximately 44% of our 2014 CapEx in East Texas, North Louisiana, 19% in the Permian basin, 17% in California, 10% in the Rockies, and 10% in South Texas primarily on drilling, recompletion, and capital workovers.

For full-year 2014, we anticipate spending capital on 15.3 net horizontal Cotton Valley new drills in various fields in East Texas and North Louisiana, 41 net new drills in the Permian basin, 3 net new completions on our beta platforms and 1 net new completion in the Rockies.

We expect the remaining balance for our capital budget to be allocated to recompletion, capital workovers, and facility enhancement project across all of our operating areas. These capital estimates include acquisition today, but exclude assumptions for additional acquisitions by the partnership for the balance of the year.

With that, I will now hand it over to Bobby Stillwell to walk you through our financials. Bobby?

Bobby Stillwell

Thank you, Larry. I'll start by discussing our second quarter 2014 financial results, and then cover our liquidity and our hedge position, which was also included in the press release issued this morning.

We have mentioned before that for accounting purposes, MEMP is required to treat material acquisitions from affiliates of MEMP, including Memorial Resource Development and certain funds controlled by Natural Gas Partners as transactions between entities under common control.

As such, we are required on our GAAP to incorporate the financial results for all periods presented on a combined basis. So our financial results, unless specifically identified, will include the results of operations on certain assets acquired prior to our taking over operational control.

The preliminary unaudited financial information for the second quarter of 2014 and 2013 that I will highlight as well as references to the previously published unaudited financial information for the first quarter 2014 is derived from our internal financial books, records and reports. For additional detailed disclosure, we encourage you to read our Form 10-Q.

Adjusted EBITDA for the second quarter of 2014 was $73.8 million compared to $55.7 million for the second quarter of 2013 and $55 million for the first quarter of 2014. Distributable cash flow available to limited partners for the second quarter of 2014 was $35.8 million, or $0.58 per weighted average unit, covering our distribution by 1.05 times for the second quarter. Second quarter 2014 distribution coverage after giving effect to the July 2014 equity offering was 0.91 times. On a trailing 12 months basis, our distribution coverage was 0.95 times.

I'd like to point out that financing decisions like our July equity offering which was done primarily to finance our recent Wyoming acquisition can impact periods that are prior to the effective date of the acquisition. More specifically, the Wyoming acquisition had a closing day of July 1st and we received equity proceeds on July 15, but with the August 5 record date of our second quarter distribution the new units and the distributions on those new units will be [counted] [ph] in the second quarter coverage ratio.

Further please keep in mind that when evaluating coverage and making strategic decisions we take a long-term trailing four quarter view on DCF coverage rather than a quarterly view.

Total revenues for the second quarter of 2014 were approximately $123.3 million. The increase in second quarter 2014 revenues was also primarily driven by increased drilling activities and increased volumes from our third party acquisitions.

Cash settlements paid on commodity derivatives were $7.9 million for the second quarter. Higher realized settlements are primarily due to higher commodity prices compared to previous periods. The fair market values of the derivative financial instruments reflected on the balance sheet as of June 30, 2014 was a net liability of a $133.3 million based on estimated forward commodity prices and forward interest rate yield curves.

Regarding our commodity hedging, total hedged production in the second quarter of 2014 was 15.1 Bcfe or 85% of total production for the period. The average hedged price for the period was $7.32 per Mcfe.

G&A for the second quarter of 2014 was $10.6 million. Included in G&A were non-cash compensation expenses and acquisition related costs totaling $2.8 million.

Net interest expense for the second quarter of 2014 was $18 million, which included $800,000 of losses on interest rates swaps and $1.2 million of non-cash amortization of deferred financing fees and accretion of senior notes discount.

Total capital expenditures for the second quarter of 2014 were $68 million. Maintenance capital expenditures for the second quarter were $21.4 million.

Now, moving on to a discussion of debt and liquidity. Our liquidity position remained strong. In conjunction with the closing of Wyoming acquisition, MEMP amended its revolving credit facility, increasing a borrowing base from $870 million to $1.44 billion. As a result of the $500,000 million senior notes offering that Bill mentioned earlier the borrowing base under (inaudible) credit facility was automatically reduced to $1.315 billion pursuant to the terms of the credit agreement.

After getting effect to our equity and high yield transactions in July, our total debt outstanding as of August 1st was $1.82 billion, including $620 million of revolver debt and $1.2 billion of senior notes. Total liquidity on our revolver was $695 million.

Next, I'd like to briefly talk about our hedging strategy and execution. Consistent with our strategy to mitigate commodity price volatility throughout the quarter and in conjunction with their acquisition, we layered on additional hedges that will continue play integral role in our overall business strategy. Our hedge portfolio provides more certainty to our cash flow and the sustainability of future distributions.

Our hedging policy and goals cover approximately 65% to 85% of our estimated production from total proved reserves on a rolling three to six year horizon. Through this policy, we have an extensive hedged program that we believe gives us commodity price protection through 2019. Today, we are fully hedged to our maximum capability on natural gas through 2019, crude oil through 2018 and NGLs through 2015.

Assuming the lower boundary of our 2014 production guidance, our total production hedged is 78% through 2016 at a weighted average pricing of $8.40 per Mcfe. And going out to 2019, 66% of our total production is hedged and average price is above $8 for the whole time period.

Our hedge program along with low decline, long-lived asset base give us great confidence that we can fill our distribution obligations going forward. For additional detail on our hedge program as of August 6, please visit our web site under the Events and Presentation section of the Investor Relations tab.

This concludes our formal remarks regarding MEMP's second quarter 2014 earnings call. Thank you for your time.

And operator, we'd now like to open up the line for any questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from the line of Kevin Smith of Raymond James. Your line is open.

Kevin Smith - Raymond James

Just have two questions. First, can you discuss how your NGL volumes in 2Q are affected by the downtime at the South Texas plant? I guess we talked about in the first quarter. But what's the status of the plant and all that fun stuff?

Larry Forney

Yes. It's Larry Forney. That plant is still down, it's on the [King Ranch] [ph] [inaudible]. We are anticipating that to come back online here in September unless [inaudible].

Kevin Smith - Raymond James

Got you.

Unidentified Company Speaker

Overall the impact on the [grand scheme of things] [ph] was de minimis and [inaudible] okay in spite of the downtime.

Kevin Smith - Raymond James

Yeah. Okay.

Bobby Stillwell

Overall, South Texas doesn't account for the -- excluding the Eagle Ford, the South Texas gas production doesn't account, but may be 6% of total production.

Kevin Smith - Raymond James

Got you. And then, lastly, would you mind discussing how the integration of your Wyoming oil assets are going?

Bill Scarff

Yes. Kevin, this is Bill Scarff. I'll tell you we are very pleased at this point. I am happy to report that Memorial has on boarded all the field personnel formally employed by Merit on this property. So we are really off to a great start and we remain really optimistic. This field is going to be a great long-term fit for the partnership.

Operator

Your next question comes from the line of Nitin Kumar of Bank of America-Merrill Lynch. Your line is open.

Nitin Kumar - Bank of America-Merrill Lynch

Good morning guys. Thanks for taking my questions. Firstly, on the hedging. Can you remind me of where you are with basis hedges, especially around the Midland Cushing? And then, just long-term like what is the liquidity you see and kind of where you are with that particular basis?

Bobby Stillwell

Sure. Yeah. Hey, Nitin, this is Bobby Stillwell. Thanks for calling in. Generally speaking we feel really good about our hedge book. We take a lot of care to prudently hedge and actively hedge acquisitions and then throughout the year as we can. And as we said on the call, we are max hedged really through 2019 across the commodities where it makes sense to be hedging. The NGL market is of course little bit shorter in duration, but that statement holds true with our basis hedges as well.

On the natural gas side, we are about a 100% hedged really through 2015 on the appropriate basis differentials. And then, on the oil side, we are also actively hedged across all of our basins to basis -- to the appropriate basis differentials and that's Midway-Sunset, Midland Cushing as you mentioned, and then also WTI Louisiana light sweet in South Texas.

But to answer your question specifically to Midland Cushing, we have about 1,300 barrels of day hedged there currently with financial products and that differential is walking in about $3.68 for the balance of 2014 and then, $3.25 for full-year 2015. There's also a small wedge of physical contracts that are tied to the marketing contracts. They're locked in pricing at -- that's approximately a $1 off of WTI, those were some physical contracts that [inaudible] with the acquisition of the Cinco properties. And as those contracts roll-off we have actively layered in the appropriate basis hedges.

So, we very well hedged at Midland Cushing and this really protected us from a lot of downside that a lot of people saw through the quarter. If you look at July average for Midland Cushing, differential is about $11 dollars and we’re hedged $3.68 for the balance of 2014. So we feel really good about where we are.

Nitin Kumar - Bank of America-Merrill Lynch

Great. That's helpful. And then, my second question, it’s probably for Larry. But in terms of this Wyoming asset that you guys just bought, I think it's your first foray into enhanced oil recovery; those tend to be a little bit more lumpy. Can we expect more lumpiness in your production going forward or am I mistaken?

Larry Forney

You're saying lumpy as a result of the barrel acquisition?

Nitin Kumar - Bank of America-Merrill Lynch

I mean -- well, no. With timing of the floods coming online?

Larry Forney

Well, the beauty of that property, I mean it is a [fair well] [ph] MLP property. It's very low decline, very predictable. We are looking at just under 5% decline of the asset. We had operations here. There we have been eyeing that property for a while before we were fortunate to acquire it. It was [based in] [ph] Harvest mode we picked it up. There is a number of developments we can do in the field. We feel that we have already implemented, initiated on as far as pattern enhancement and some facility upgrades and so forth that we think are just going to further secure that asset. We don't expect a bunch of volatility with that asset. It's actually as I say, I mean it's the MLP asset in that it's got a low decline.

Operator

Your next question comes from the line of John Ragozzino of RBC Capital Markets. Your line is open.

John Ragozzino - RBC Capital Markets

I apologize, if I missed this. I had a little bit of difficulty getting on when call started. But LOE for the quarter came in pretty well below my forecast. Is there anything that you can attribute that to that I might be able to use as a good use for run rate going forward?

Bobby Stillwell

Well, I don't know offhand where you came in John. But we are really going to hit our model first. LOE on a per Mcfe basis at a $1.46. That is going to trend up for the balance of the year. And may be your modeling [had some bare] [ph] well impact, which really don't come on until July. So it’s just going to come up in the balance of the year with the barrel [inaudible] I'd say in the $1.70 area.

John Ragozzino - RBC Capital Markets

Okay. But I mean relative to the first quarter, you are still down fairly meaningfully. And then, you are expecting like I still had a fairly significant uptick in 3Q and 4Q when you layer in the higher cost properties. I was just wondering, if there was any sort of identifiable factor there that I was missing?

Bobby Stillwell

Well, a lot of that’s production from Q1 to Q2.

John Ragozzino - RBC Capital Markets

Okay. Fair enough. As far as the distribution for the -- results from the first half of the year, if you are going to back into the implied second half of the year outlook it seems like there is still implied some pretty robust coverage levels. What kind of timeframe do you ultimately think about when you picture yourself at a more long-term sustainable coverage level? And what might that level look like, is it a 6 month, 12 month, 18 month process? And were do you sell out?

John Weinzierl

Yeah. This is John. So John, we -- on all of our distribution -- if you ask about our distribution policy, like we mentioned, historically about a guidance about, how we plan our business, we do it quarter-by-quarter. We look at it on a sustainable basis. When we do a distribution increases, it's for the viewpoint that we have a lot of certainty in our guidance and in our operating results and in our converge going forward over the long-term. So how we look at distribution and distribution coverage is over a multiyear process or in with our outlook over the next year or two.

John Ragozzino - RBC Capital Markets

Okay. And then, I just got a couple quick more. One on CapEx. And then, a big picture question. If we look at the spending today relative to the guidance, we're probably talking another $50 million or so for the next three quarters. Can you give us a little more color as far as the waiting of 3Q and 4Q, are they relatively flat? Just on the maintenance side.

Larry Forney

I'd say it's the run rate. Q2 and Q3 are going to be pretty flat and this really (inaudible) for drilling activities, kind of bunched up in the middle of the year. And as you stated, we are going to be building and ramping up in the second half of the year as we -- adding on the barrel aspects and then, some ramp up in our based assets as well. But Q2, Q3 are pretty flat and then, CapEx for Q4 little wider.

John Ragozzino - RBC Capital Markets

Okay. But that wouldn't get you to the $90 million for the full year on the maintenance side if you were at 21.04 for the second quarter and get to flat and then reduced it?

John Weinzierl

Well, it's a modest reduction to about flat.

John Ragozzino - RBC Capital Markets

Okay. Fair enough. And then, one last. Would the recent I PO of MRD. Do you entrust with any sort of material shift in the overall strategy expected, specifically when you view the private MRD as a source of the significant long-term dropdown inventory, which is kind of one of the key visibility factors from MEMP that was one of its attractive features. Is there a reduced likelihood of seeing the same potential level of dropdown going forward? It just seems like most public AMPs are not necessarily in the strict business of selling down assets when they are in the hands of public investors?

John Weinzierl

Well, yes that's an argument we can have offline. But I think what's honest, what's interesting and in our model is that we have a big MLP and a big C-CORP that are roughly in production and lot of other metrics about the same size. MRD, now that it's public is lot -- obviously, it's much better capitalized for the long-term and there is obviously a lot more transparency of the type of assets that are inside of it.

So I think for the long-term there is -- business is usual that we've shown a propensity to dropdown overtime. We have nothing in the queue and nothing to announce now. But recently we've shown a history of dropping things down, including Double A Wells Field earlier this year.

So going forward, we are well capitalized sponsor MRD and we still have NGP as our financial partner as a potential source, again no contractual relationship with either most of them. But that is a likely source going forward. So there is nothing on in the queue. But going forward, we have an active sponsor in MRD. NGP is active and so MEMP business usual going forward.

Operator

(Operator Instructions).

You have no further questions at this time. And I will turn the call back over to John Weinzierl.

John Weinzierl

All right. Thank you very much for your continued interest in the company. We feel very good of where we are. If you have any follow-up questions, please reach out to Bobby or anybody else on the call. With that, thank you very much. And look forward to talking to you soon. Bye, bye.

Larry Forney

Thanks everyone.

Operator

Ladies and gentlemen this concludes today's conference call. You may now disconnect.

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