Lisa Godfrey - Investor Relations
Scott Smith - President and Chief Executive Officer
Richard Robert - Executive Vice President Chief Financial Officer
Britt Pence - Senior Vice President of Operations
Ethan Bellamy – Robert W. Baird
Vanguard Natural Resources, LLC (VNR) Q3 2011 Earnings Conference Call November 3, 2011 10:30 AM ET
Ladies and gentlemen, thank you for standing by. Welcome to the Vanguard Natural Resources and Encore Energy Partners third quarter 2011 results conference call.
At this time, all participants are in a listen-only mode. Following the presentation, e will conduct the question-and-answer session. Instructions will be provided at that time for you to queue up for questions.
(Operator instructions) I would like to remind everyone that this conference call is being recorded today Thursday November 3, 2011 at 10:30 AM Eastern Time. I would now like to turn the conference over to Ms. Lisa Godfrey, Investor Relations. Please go ahead.
Good morning everyone, and welcome to the Vanguard Natural Resources LLC and Encore Energy Partners LP joint Third Quarter 2011 Earnings Conference Call. We appreciate you joining us today. Before I introduce Scott Smith, our President and Chief Executive Officer, I have some information to provide to you.
Proxy materials of both ENP and VNR unitholders to vote on the upcoming merger began mailing on Monday October 31. Please note, when you receive your proxy statement and voting material in the mail, it will include a controller number.
For your convenience, you can go to www.proxyvote.com and enter your unique control number to vote your units online. In addition, a sample of the voting material and instruction s and a link to www.proxyvote.com can be found on the Vanguard website at www.vnrllc.com under the investor relations tab, under the section proxy materials/voting.
Encore unitholders can access the information on the Encore website at www.encoreenp.com under the investor relations tab, under the section special meeting proxy voting material. If you would like to listen to a replay of today’s call, it will be available through December 3rd, 2011, and may be accessed by dialing 303-590-3030 and using the passcode 4483164. A webcast archive will also be available on the Investor Relations page of Vanguard’s website at www.vnrllc.com, and will be accessible online for approximately 30 days.
For more information, or if you would like to be on our email distribution list to receive future news releases, please contact me at 832-327-2234 or via email at email@example.com.
Please note this information was also provided in this morning’s earnings release. The information reported on this call speaks only as of today, Thursday November 3rd, 2011, and therefore you are advised that time sensitive information may no longer be accurate as of the time of any replay.
Before we get started, please note that some of the comments today could be considered forward-looking statements and are based on certain assumptions and expectations of management. For a detailed list of all of the risk factors associated with our business, please refer to the Vanguard and Encore 10-Qs that will be filed by early next week and will be available on our website under the Investor Relations tab and on Edgar.
Now, I would like to turn the call over to Scott Smith, President and Chief Executive Officer.
Thanks, Lisa. Good morning to everyone and thanks for joining us today on this joint conference call for both Encore and Vanguard unitholders to review the results for the third quarter of 2011. On the call with me this morning are Richard Robert, our Executive Vice President and Chief Financial Officer; and Britt Pence, Senior Vice President of Operations.
In light of the press release we put out Tuesday morning, I’d like to go over the status of the merger between Vanguard and Encore Energy Partners LLP before we get started reviewing the results for the quarter.
For those listeners that may not have seen the press release, we are pleased to announce that on Monday this week, the SEC granted effectiveness of our joint proxy statement and we began mailing the proxy materials to both sets of unitholders and set the meeting date for the merger on November the 30th. Provided the retrofit number of units are voted in favor of the merger at both entities, the merger between the two entities will be completed on that day.
During the call this morning, all of the production results and capital expenditures and acquisition particulars, I’ll be going over – will be on a consolidated basis and I won’t be spending any time discussing the results of the individual companies.
Although this maybe a bit unconventional, we think this approach makes the most sense that it will provide the unitholders of both companies a better sense of what the combined company is doing performance wise and what we are doing on both the acquisitions and development front.
I’ll begin with a review of the third quarter production results and capital expenditures, then turn the call over to Britt for a summary of the significant drilling projects that the company has participated in during the third quarter and provide an estimate for our capital spending in the fourth quarter. I’ll then review our acquisition activity in the quarter and then turn the call over to Richard for the financial review.
I’ll begin with a brief summary of this quarter’s production. Average daily production for the third quarter was 13,371 BOE per day, which was slightly above the second quarter average daily production of 13,286 BOE per day and up 163% from the 5076 BOE per day produced in the third quarter of 2010. The 153% increase in total production on a BOE basis is primarily due to the Encore acquisition which was effective December 31 of 2010.
Along with some contribution from the acquisitions we made in the third quarter several of the acquisitions we made closed on September 1 only one month of production made into our third quarter results.
Our production this quarter was negatively affected by approximately 27,000 BOE or approximately 295 barrels equivalent per day as a significant portion of our gas production in South Texas was shut in during July and August for pipeline repairs to the gathering and processing system that handles our production.
Repairs of all be completed and our production is back to pre-shut in levels. Breaking the production down by each individual product basis, during the third quarter average daily oil production was approximately 7600 barrels per day, NGO production averaged 1130 barrels per day and our natural gas volumes averaged 28100 MCF per day.
Our overall liquids production this quarter was approximately 55% up from 63% in the second quarter 2011. As I stated before, our third quarter numbers don’t reflect the full impact of our recent acquisitions on our production rates. To get a better understanding of our total production our exit rate at the end of September was approximately 14800 barrels equivalent per day.
With respect to capital spending as we indicated in our previous conference calls, the third quarter was planned to be our most active quarter for the year in terms of spending. During this quarter, we spent $15 million on capital projects, which is roughly $10 million more than we spent in the second quarter of this year. Now, I’ll turn the call over to Britt and he will provide a more detailed account of the third quarter capital spending along with a summary of our estimated spending plans for the balance of the year.
Thanks, Scott. During the quarter, we were actively drilling and completing wells in four areas. The Parker Creek Field in Mississippi, the Bone Spring play in Permian Basin, the Madison formation in Big Horn Basin in Wyoming, and in the Sun TSH Field in South Texas.
In the Parker Creek Field, three wells were drilled in the first half of 2011 and two of the wells were completed in the first half of 2011. In the second quarter, the first two wells were completed for an initial 30-day average rate of 4458 barrels of oil per day and a 172 barrels of oil per day respectively.
The third well was completed in the third quarter for a first 30-day average rate of 111 barrels of oil per day. All of the wells are 14200 foot Houston development oil wells, which average approximately $3 million per well to drill and complete. Vanguard’s working interest was 53% in each of the wells. There is one additional 53% working interest Houston proved undeveloped locations that we plan to drill sometime in 2012.
In the Permian Basin, the Miller 1H was drilled in the third quarter. This well is a 100% working interest horizontal well in the active Bone Spring play located in Ward County Texas.
The Miller Well was AFEd at $6.6 million and we are on target to meet this projected spending. We completed the well in October with a nine-stage frack done. The Miller Well is flowing at back at approximately 270 barrels of oil per day and 1400 barrels of frack water per day and has over 10,000 barrels of frack water left to recover. After the well cleans up, we anticipate the initial rate for this well will come in as expected between 300 and 400 barrels of oil per day and 500 to 700 Mcf a day of high Btu gas.
On our Ward County leasehold there are four additional 100% working interest Bone Spring proved and developed locations that we can develop over time as the leasehold is now held by production.
In Wyoming, in the Wyoming portion of the Big Horn Basin, we drilled three Madison development wells completing two wells at the end of the third quarter and completing the third well in the fourth quarter.
These wells are 5500 foot wells and the average cost came in at approximately $2.3 million per well. Encore has a 67% working interest in each well. The average initial rate is 37 barrels of oil per day per well. The estimated ultimate recovery is a 122,000 barrels of oil per well average.
This is a field where no development has taken place in almost 20 years. The drilling is very challenging with multiple depleted zones to go through in addition to numerous shale sections that are prone to heating during drilling operations. These initial results were slightly below our expectations but still delivered an anticipated return of approximately 30% based on current oil prices.
We plan to evaluate the production from these new wells for the next six months and we’ll decide in 2012 that if we think this area warrants additional drilling because based on our cumulative results to that point. There are five additional proved and developed locations in the field which could be drilled if we can get comfortable with the drilling practices and the economics of the well. In the Sun TSH Field in La Salle County in South Texas, we drilled two almost gas wells in the third quarter and drilled a third well in the fourth quarter.
These wells are 100% working interest 7900 foot development wells which we anticipate will cost approximately $1.1 million each completed. We anticipate all the wells will be completed with frack growth in the fourth quarter.
As mentioned in the second quarter call, this is an attractive drilling play as to produce gas from these wells and will be processed and based on these other wells in the field we should see a liquid deal of approximately 142 barrels per million of produced gas a combination of high liquids content along with a high NGL prices resulting very good economics even during today’s low gas price environment. We anticipate initial rates of 400 to 500 Mcfe per day per well at an average EUR of 0.9 Bcf per well.
There are 39 additional 50% working interest per undeveloped locations which we can develop in the Sun TSH Field. We anticipate our capital will total between $8 million and $11 million in the fourth quarter, approximately half of the fourth quarter anticipated capital is for completing the Miller 1 H and the three Sun TSH wells.
The other half of the fourth quarter capital will be spent primarily on capital workovers and non-op drilling. The non-op drilling activity has increased in the fourth quarter in the horizontal Bakken play in the Williston Basin. The first horizontal Bakken well that we participated in is the well operated by SM Energy. We have an approximate 17% working interest in the well.
The gross well cost is estimated to be $8.5 million and our share our 17% working interest share is $1.4 million. The well was completed in the fourth quarter and was recently reported flowing 704 barrels of oil per day and 541 MCF per day. The well is still cleaning up with over 95,000 barrels of well water still have to recovered.
We are also participating in a second horizontal Bakken Well the Brigham’s Ron 1H well that has been drilled and it’s waiting on completion. Our working interest in this well is approximately 13% which results in our share with our 13% working interest our share will be $1.1 million.
We have approximately 13,500 net acres in the Bakken that is held by production from shallow information. We have recaptured a select number of active horizontal Bakken operators in the Williston Basin to jointly develop our Bakken leasehold. As this play continues to develop westward, we hope that our opportunities to participate in future activities in horizontal Bakken play will increase in 2012.
Now I’ll return the call back over to Scott.
Thanks, Britt. I’ll wrap up my part of the call with a few comments on acquisitions. We were fairly active on the acquisition front in the third quarter with closing of four acquisitions for a total consideration of just under $175 million.
The total reserves purchased were 12.8 million barrels of oil equivalent of which 62% of oil and natural gas was with reserves. On a per BOE basis, we paid about $13.45 per BOE for assets with a combined R/P ratio of 14.5 years. The acquisitions geographically was two in the Permian that we will operate, a Wyoming natural gas liquids property where we have a non-operated interest and Upper Texas Golf Coast property which is non-operated as well.
In total, these acquisitions increased our proved reserves by 18% to $82.1 million barrels of oil equivalent from our year-end 2010 reserves of 59.3 million barrels equivalent. With that, I’ll turn the call over to Richard for the financial review.
Thanks, Scott. Good morning everyone. Let me first say that, we are very pleased to have our S-4 declared effective on Monday and that the unitholder vote is set for November 30.
We continue to see many benefits associated with the Encore acquisition and look forward to growing together as one company. As Scott mentioned, in anticipation of becoming a united company we thought it was important to have a joint conference call so the Encore unitholders could hear about the Vanguard results and for Vanguard unitholders to hear about the Encore.
So, one of the many benefits of a merger would be to make the Vanguard financial statement easier to understand. Currently the Encore financial statements are consolidated into Vanguard and then the 53.4% ownership interest that we don’t own is backed out in one lump sum as a line item titled non-controlling interests.
Also because the Encore transaction is very material to Vanguard, the comparison of 2011 results, 2010 results is not very meaningful other than as an indication of how much we’ve grown. I believe a better indicator of how we are doing this year is to compare our results to the second quarter of 2011 as well as the 2011 guidance and expectations that we have provided in the press release dated March 1 2011.
As that is what we use internally to gauge our success. Therefore while I will be making certain comparisons with this guidance and to second quarter during my prepared remarks. Let me turn to our operating results. For Encore, we reported adjusted EBITDA of $33.6 million which is 4% increase when compared to the 2.3 reported in the second quarter and a 13% increase over the $29.8 million reported in the third quarter of 2010. For the nine months ended September 30 2011 we reported adjusted EBITDA of 98.2 million, compared to 91.7 million for the nine months of 2010.
Moving to Vanguard we reported adjusted EBITDA attributable to Vanguard unitholders of $37 million for the third quarter which is a 2% increase over the $36.5 million reported in the second quarter. As a reminder, Vanguard’s adjusted EBITDA guidance for 2011 was a range of 140 to 147 for the year and if you annualize our actual results through September 30 we would exceed the high end of that range that we provided.
In terms of distributable cash flow, Encore’s DCF decreased 17% from $28.1 million and generated in the second quarter to $23.2 million for the third quarter. This level of distributable cash flow generated at distribution coverage ratio of 1.089 times based on the announced distribution of $0.47 per unit which will be paid on Monday November 14.
Cash flow distributable to Vanguard unitholders totaled $19 million for the third quarter of ’11 and it’s a decrease of 26% when compared to $25.6 million generated in the second quarter of ’11. This level of distributable cash flow generated at distribution coverage of 1.09 times based on our increased distribution of fifty seven and three quarter cents per unit which will also be paid on Monday November 14.
EBITDA increased quarter over quarter for both companies however. Encore and Vanguard’s distributable cash flow and coverage decreased. This was not unexpected as I forecasted on the last conference calls to both entities and as Scott Britt previously mentioned, the decrease this quarter is primarily due to a capital spend of $15 million on a consolidated basis which is significantly more than even of the first two quarters of the year.
It is much more meaningful to analyze distribution coverage on an annual basis instead of a quarter-by-quarter basis when the timing of capital expenditures can significantly impact the number. For the nine months period our distribution coverage is 1.39 times and that being said, we continue to feel confident that our guidance level which reflects a distribution coverage ratio of 1.4 to 1.45 times for the entire year of 2011 is realistic even with the current increase in distribution.
Moving on to net income, Encore reported net income of 96.4 million or $2.10 per basic unit for the third quarter as compared to net income of $41.2 million of $0.90 per basic unit in the second quarter of 2011. Encore’s unrealized non-cash gain of $83.4 million on commodity derivative contracts had a significant impact on GAAP reported net income.
After excluding the unrealized non-cash items, and material transaction cost incurred on acquisitions and mergers as reflected in the reconciliation schedule attached to the press release, the adjusted net income for the third quarter 2011 was $13.4 million, $0.29 per basic unit compared to adjusted net income of $17.8 million or $0.39 per unit earned in the second quarter of 2010.
Vanguard reported net income attributable to Vanguard unitholders of $75.9 million or $2.51 per basic unit for the third quarter as compared to net income of $31.8 million or a $1.05 per basic unit for the third quarter of ’11.
Like Encore, Vanguard had unrealized non-cash gain of $109.6 million before excluding the non-controlling interest on commodity derivative contracts which had a significant impact on GAAP reported net income.
So after excluding the unrealized non-cash items and material transaction costs again as reflected on the reconciliation schedule attached to the press release, the adjusted net income attributable to Vanguard unitholders for the third quarter was $14.1 million or $0.47 per basic unit compared to adjusted net income of $15.7 million or $0.52 per basic unit earned in the second quarter.
Now on a more detailed level I’d like to discuss the revenue and operating expenses on Vanguard. Most significant factor in the third quarter was the decline in oil natural gas and natural gas liquids.
And as compared to the second quarter, that decline can be seen in the average price of oil. We saw a 13% decline in the average oil on ex price as compared to the second quarter. The impact of this decline was mitigated by the oil price hedges we had in place at both companies.
However, after considering the impact of oil price commodity hedges, Encore still experienced $11 decrease in the average realized price of oil due to a significant price decrease we had to accept when exhaust pipeline ruptured in Wyoming. With the pipeline no longer in service, we no longer had access to our normal pipeline applet to get our oil to markets.
Instead, we had to truck our production from the Elk Basin Field and had to sell to alternate purchasers at pricing that was much below our typical levels. The combination of trucking cost and a change in purchasers, led to a discount of an additional $!4 per barrel. So instead of a normal negative WTI differential of $11, we had to accept a negative differential of $25. This lasted for a large part of July and August and in September we were all able to resume moving a limited amount through the pipeline.
We estimate that this pipeline disruption lowered our revenues by approximately $2.4 million in the area. Fortunately, as of October 1, we were back to routine operations and we should see a more normalized oil price differential in the fourth quarter.
Moving on to Vanguard, we had a 7% decline in the third quarter oil, natural gas and natural gas liquid sales largely due to that 13% decline in non-accrual pricing also the temporary pipeline disruption experienced by Encore that we just discussed and the temporary pipeline disruption Scott mentioned which affected our South Texas assets which we estimate impacted third quarter revenue by approximately $1 million. While these items are negative, I view our results as quite positive.
Please consider that while we faced these hurdles in the third quarter, we still manage to generate sequential EBITDA growth at both companies. Keep in mind that these hurdles were temporary, they have been resolved and are unrelated to our operations i.e. the pipeline disruptions were out of our control. To achieve our reported results, all of our other assets had to and did performed very well during the quarter.
Other positive notes include new LOS oil pricing contracts for Vanguard’s Mississippi production starting September 1, which will improve Vanguard’s oil price realization in its future and finally fortunately for both companies non-accrual price has shown improvement thus far in the fourth quarter.
Now to the expenses side of our operations, Encore’s leased operating expenses had held fairly steady at $10.5 million in the third quarter which is a slight decrease on the $10.7 million seen in the second quarter. On a BOE basis this equates to $12.63, for the third quarter, and reflects a 9% decrease from the $13.81 in the second quarter.
Vanguard’s lease operating expenses for the quarter were $15.4 million or $12.51 on a BOE basis, which was down slightly from the $12.96 seen in the second quarter. For the first nine months of this year ROE per BOE has averaged $12.10 which compares favorably with our $2011 guidance of between $12.85 and $13.50 per BOE.
On the hedging front, we’ve been quite active in adding to our hedge positions in the third quarter as depicted in the Encore and Vanguard press releases. We layered on new oil and natural gas price changes during the quarter which are primarily associated with the recently closed acquisitions. In relation to the Wyoming acquisition, we layered in additional natural gas swaps in 2011 through 2014 at $4.80 per Mmbtu.
Also, because the gas production in this area prices at a discount to NYMEX we layered on basis swaps to protect against any possibility of the differential winding in the future. Another example of how we look to mitigate risks and lock in the margins we modeled in our analysis to protect future distributable cash flow.
In addition, we’ve added oil hedges in the form of swaps, three-way collars, to cover the oil and NGL production as of September 30, on a consolidated basis, 2012 gas production is approximately 53% hedged at a weighted average core price of $5.57 and oil production is approximately 77% hedged at a weighted core price of $84.08.
We continue to evaluate our hedge book and opportunistically add to our current positions to ensure stable cash flow into the future. In addition to commodity hedging we also entered into additional interest rate swaps, to take advantage of historically low rates. In September, Vanguard locked in $75 million at a interest rate of $1.15 for five years and at Encore we extended the existing 50 million swaps four years increasing the notional amount to $75 million and lowering the LIBOR rate from 2.42% to 1.08%.
These transactions along with the transactions we entered into last quarter, allowed us to take advantage of the current low interest rate environment and decrease our financing costs. Currently, approximately 40% of and Vanguard’s consolidated debt is hedged through 2015.
Now onto our liquidity, at September 30, 2011 Encore had indebtedness under its reserve-based credit facility totaling $356 million with a borrowing base of $400 million and Vanguard had $218.5 million in debt under its credit agreement with a $265.0 million borrowing base.
However in October, we were able to use excess cash flow to pay down debt of both companies and currently Encore has $346 million in outstanding borrowings with $54 million in excess capacity and Vanguard has $214 million in outstanding borrowings with $51 million in excess capacity.
Importantly, as noted in last quarter’s conference call, we began the syndication of the new Vanguard credit facility in July and we retired all of the outstanding debt of ENP upon the confirmation of a merger with Vanguard. In October, we announced that we closed an amended $1.5 billion senior secured revolver credit facility with initial borrowing base of $765 million and its predicated upon the successful confirmation of the merger with Encore.
In addition to extending the maturity of the facility through October 2016, several key covenant limitations were amended to provide greater financial flexibility including increasing the percentage of production that can be hedged into the future, increasing the permitted debt to EBITDA coverage ratio from 3.5 times to four times eliminating the required interest coverage ratio, eliminating the 10% liquidity requirement to pay distributions to unitholders, and allowing for unsecured debt.
Also, a new interest rate pricing grid will lower Vanguard's cost of bank debt by 0.5%. We are happy to have received such broad support from banks so we had not done business with in the past. Our bank syndicates will increase from seven banks to 20 banks and we are confident that they will be able to support our growth into the future.
This credit facility is an important milestone in the combined futures of Encore and Vanguard and the support we received for the banks not only shows that are confident that we will complete the merger but that will continue to grow into the future.
In conclusion, we continue to make significant strides in the integration of Encore and has demonstrated with the four acquisitions in the third quarter, we continue to create value for Vanguard and Encore unitholders. Additionally, with the new credit facility in place upon confirmation of the merger, the combined entity is poised to and ready to continue that growth.
As we have already mentioned, the most significant recent news for both Vanguard and Encore is that our joint proxy statement on formats for what’s clearly effective by the SEC earlier this week.
Now that the SEC has given us the go ahead to proceed with the vote, we hope that both sets of unitholders will take the time to read the joint proxy statement, consider the merits of operating as single entity and vote. Encore and Vanguard unitholders of record at the close of business on October 14, 2011 are entitled to notice and to vote.
The Encore Special Meeting will be held on Wednesday, November 30 at 10:00 AM Central Time, Central at the offices of Vinson & Elkins, and the Vanguard Special Meeting will be held immediately following at 11:00 AM Central.
This concludes our comments. We’d be happy to answer any questions you may have at this time.
Thank you. (Operator instructions) Our first question comes from the line of Ethan Bellamy with Baird. Please go ahead.
Ethan Bellamy – Robert W. Baird
Good morning gentlemen. With respect to the fourth quarter, what type of merger related expenses should we be modeling? And then secondly what kind of lumpiness in CapEx should we anticipate for the fourth quarter and 2012 if any?
Certainly, we will continue to be incurring merger-related expenses hopefully with the S4 declared effective, we’ll be incurring that then we have and I still expect somewhere in the $1 million range and as far as our CapEx I think we provided an indication of somewhere between $8 million to $11 million on a consolidated basis for the fourth quarter, which is obviously below the third quarter.
As far as lumpiness, I would continue to expect lumpiness in 2012. Typically, the second and third quarters are the best months to do drilling activity, especially in our Northern area. So, I think, second and third quarters will continue to be typically are peakest months.
Ethan Bellamy – Robert W. Baird
Great, helpful. Thank you.
(Operator instructions) We have no further questions at this time. Please continue.
Thank you, Beth. I guess I would wrap it up. Again, thanks everyone for joining us this morning. Obviously, big things are going on at Vanguard and Encore. Encourage everyone as Richard said, please take the time to read the proxy statement, vote accordingly and obviously we are looking for to having this merger process completed here with the end of the month. So, thanks again for joining us today and have a great day.
Ladies and gentlemen. This concludes your conference call for today. Thank you for participating. Please disconnect your lines.