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HOUSTON, TX -- (Marketwire) -- 11/08/12 -- QR Energy, LP (QRE) (NYSE: QRE) announced today its operating and financial results for the third quarter of 2012 and fourth quarter guidance.

Highlights for the Third Quarter 2012

  • Average production of 14,620 Boe per day, a 1% increase from second quarter 2012 due to increased oil and NGL production

  • Adjusted EBITDA was $52.2 million, a 4% increase from the second quarter 2012 due to increased production, higher realized natural gas prices and decreased lease operating expenses

  • Distributable Cash Flow was $23.3 million, a 16% decrease from the second quarter 2012 due to increased cash interest expense and management incentive fee

  • Distribution Coverage Ratio was 1.1x

  • Net loss of $45.0 million was impacted by $55.6 million of non-cash unrealized commodity derivative losses

Recent Events

  • Agreed to acquire $215 million of conventional, long life, low decline oil properties in core Ark-La-Tex area; financed with cash on hand and borrowings under bank credit facility

  • Beginning on January 1, 2013, Quantum Resources Management will allocate general and administrative expenses ("G&A") to QRE, which will include direct expenses plus an allocation of compensation related costs and other indirect expenses based on multiple operating metrics; cash G&A guidance for first quarter and full year 2013 is included below

Note: Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are non-GAAP measures. Please see the definitions of these measures and the reconciliation to the most comparable measures calculated in accordance with GAAP in the "Non-GAAP Reconciliation" section of this press release.

Chief Executive Officer Alan L. Smith commented, "Executing on our existing asset base and acquiring quality assets is at the core of what we do as an upstream MLP. This quarter, we were able to build upon our execution on both fronts -- we had strong operational performance and have agreed to acquire mature, conventional assets in East Texas. We remain committed to operational excellence and to our strategy of growing the business through accretive acquisitions of long life, low decline properties."

Results for the Third Quarter 2012

  • Revenue was $65.0 million, a 4% increase from second quarter 2012, due to increased production and higher realized natural gas prices

  • Realized prices excluding commodity derivatives were $88.67 per barrel of oil, $2.60 per Mcf of natural gas and $29.10 per barrel of NGLs; Realized prices including commodity derivatives were $96.31 per barrel of oil and $5.18 per Mcf of natural gas

  • Oil and natural gas production was 90% hedged; NGLs are not currently hedged

  • Lease operating expenses were $14.28 per Boe, a 7% decrease from second quarter 2012, due to reduced workover expense

  • Total capital expenditures were $12.3 million

Cash Distribution

On November 9, 2012, QR Energy will pay a cash distribution attributable to the third quarter of 2012 of $0.4875 per unit for all outstanding common and subordinated units. This represents an annualized distribution of $1.95 per common and subordinated unit.

Guidance

The guidance set forth below is subject to all cautionary statements and limitations described below and under the "Forward-Looking Statements" section of this press release. In addition, estimates for QR Energy's future production volumes are based on, among other things, assumptions of capital expenditure levels and the assumption that market demand and prices for oil and natural gas will continue at levels that allow for economic production of these products. The production, transportation and marketing of oil and natural gas are extremely complex and are subject to disruption due to transportation and processing availability, mechanical failure, human error, weather and numerous other factors. Estimates are based on certain other assumptions, such as well performance, which may vary significantly from QR Energy's assumptions. Operating costs, which include major maintenance costs, vary in response to changes in prices of services and materials used in the operation of properties and the amount of maintenance required. Operating costs, including taxes, utilities and service company costs, move directionally with increases and decreases in commodity prices and QR Energy cannot fully predict such future commodity prices or operating costs. Capital expenditures are based on current expectations as to the level of capital expenditures that will be justified based upon the other assumptions set forth below as well as expectations about other operating and economic factors not set forth below. The guidance set forth below does not constitute any form of guarantee, assurance or promise that the matters indicated will actually be achieved. Rather, the guidance simply sets forth QR Energy's best estimate today for these matters. Estimates are based upon current expectations about the future and based upon both stated and unstated assumptions. Actual conditions and assumptions may change over the course of the year.

Based upon current estimates, QR Energy expects the following operating results for the fourth quarter and full year of 2012:




                                           ---------------- ----------------
                                                4Q 2012      Full Year 2012
                                           ---------------- ----------------
Average net daily production (Boed)         14,500 - 14,900  14,200 - 14,600

LOE and workover expenses (per Boe)         $14.00 - $16.00  $14.00 - $16.00

Estimated maintenance capital expenditures
 ($ millions)                                     $13              $52

Estimated total capital expenditures ($
 millions)(1)                                     $11              $85
                                           ---------------- ----------------

( Total capital expenditures are expected to be less than estimated average
1 maintenance capital expenditures for 4Q 2012 due to the acceleration of   ) capital to the first half of the year.

Based upon current estimates, QR Energy expects the following level of cash G&A for the first quarter and full year of 2013:



                                           ---------------- ----------------
                                                1Q 2013      Full Year 2013
                                           ---------------- ----------------

Cash G&A ($ millions)                           $8 - $9         $29 - $32
                                           ---------------- ----------------


Quarterly Report on Form 10-Q

QR Energy's financial statements and related footnotes will be available in the 10-Q for the quarter ended September 30, 2012, which QR Energy will file with the Securities and Exchange Commission ("SEC") today. The 10-Q will be available on QR Energy's Investor Relations website at http://ir.qrenergylp.com or on the SEC website at www.sec.gov.

Webcast and Conference Call

QR Energy will host a webcast and conference call today at 10 a.m. central time to discuss these results.

Interested parties may join the webcast by visiting QR Energy's Investor Relations website at http://ir.qrenergylp.com and clicking on the webcast link or the conference call by dialing (877) 861-4516 or (706) 679-6295 five minutes before the call begins and providing the conference ID 99402244.

The webcast will be available on QR Energy's Investor Relations website at http://ir.qrenergylp.com for 14 days following the call and a telephonic replay will be available for 7 days following the call by dialing (855) 859-2056 or (404) 537-3406 and providing the conference ID 99402244.

About QR Energy, LP

QR Energy, LP is a publicly traded partnership engaged in the acquisition, production and development of onshore crude oil and natural gas properties in the United States. QR Energy is headquartered in Houston, Texas. For more information, visit QR Energy's website at www.qrenergylp.com.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of federal securities laws. QR Energy believes that its expectations and forecasts are based on reasonable assumptions; however, no assurance can be given that such expectations and forecasts will prove to be correct. A number of factors could cause actual results to differ materially from the expectations and forecasts, anticipated results or other forward-looking information expressed in this press release, including risks and uncertainties regarding future results, capital expenditures, liquidity and financial market conditions, sufficiency of cash from operations, adverse market conditions and governmental regulations. For a more complete list of these risk factors, please read QR Energy's filings with the SEC, which are available on QR Energy's Investor Relations website at http://ir.qrenergylp.com or on the SEC website at www.sec.gov.

Commodity Derivatives

As of November 8, 2012, the notional volumes and prices of QR Energy's commodity derivative contracts were as follows:



                          -------------------------------------------------
                                       Crude Oil (NYMEX - WTI)
                          -------------------------------------------------
                                     Average              Floor    Ceiling
                            Swaps     Price    Collars    Price     Price
           Term             Bbls/d   ($/Bbl)    Bbls/d   ($/Bbl)   ($/Bbl)
                          --------- --------- --------- --------- ---------
    10/2012 - 12/2012       5,872    $100.34      -         -         -
           2013             7,170     $98.74      -         -         -
           2014             6,661     $96.35        425   $90.00   $106.50
           2015             5,471     $94.96      1,025   $90.00   $110.00
           2016             3,348     $90.15      1,500   $80.00   $102.00
           2017             4,547     $86.99      -         -         -
                          --------- --------- --------- --------- ---------





                         --------------------------------------------------
                                   Natural Gas (NYMEX - Henry Hub)
                         --------------------------------------------------
                                    Average              Floor    Ceiling
                             Swaps   Price     Collars   Price     Price
           Term            MMBtu/d ($/MMBtu)   MMBtu/d ($/MMBtu) ($/MMBtu)
                         --------- --------- --------- --------- ---------
    10/2012 - 12/2012       30,213   $5.89       2,609   $6.50     $8.60
           2013             30,441   $6.01       2,466   $6.50     $8.65
           2014             26,622   $6.18       4,966   $5.74     $7.51
           2015              7,191   $5.34      18,000   $5.00     $7.48
           2016             11,350   $4.27         630   $4.00     $5.55
           2017             10,445   $4.47         595   $4.00     $6.15
                         --------- --------- --------- --------- ---------





                         ---------------------------------------
                             Natural Gas (NYMEX - Henry Hub)
                         ---------------------------------------
                                                          Avg.
                                    Average    Basis    Discount
                            Puts     Price     Swaps    to NYMEX
           Term            MMBtu/d ($/MMBtu)  MMBtu/d  ($/MMBtu)
                         --------- --------- --------- ---------
    10/2012 - 12/2012            -     -       20,709   ($0.15)
           2013                  -     -       18,466   ($0.17)
           2014                  -     -       17,066   ($0.19)
           2015                420   $4.00     14,400   ($0.19)
           2016             11,350   $4.00       -         -
           2017             10,445   $4.00       -         -
                         --------- --------- --------- ---------


Selected Operating Data


                                 ---------- ---------- ---------- ----------

                                   Three months ended    Nine months ended
                                 --------------------- ---------------------
                                  9/30/2012  6/30/2012  9/30/2012  9/30/2011
                                 ---------- ---------- ---------- ----------

Production data:
  Oil (MBbls)                           576        545      1,575      1,314
  Natural gas (MMcf)                  3,400      3,549     10,587     11,709
  NGLs (MBbls)                          202        183        559        576
                                 ---------- ---------- ---------- ----------
Total production (MBoe)               1,345      1,320      3,899      3,842

Production by area (Boed):
  Permian Basin                       6,994      6,911      6,953      7,257
  Ark-La-Tex                          5,625      5,484      5,237      4,767
  Mid-Continent                       1,451      1,560      1,476      1,518
  Gulf Coast                            468        473        485        531
  Michigan                               82         77         79          -
                                 ---------- ---------- ---------- ----------

Average daily production (Boed)      14,620     14,505     14,230     14,073

Prices:

  Average NYMEX:
  Crude oil (per Bbl)            $    92.20 $    93.35 $    96.16 $    95.47
  Natural gas (per Mcf)          $     2.89 $     2.35 $     2.58 $     4.21

  Average realized including
   commodity derivatives:
  Crude Oil (per Bbl)            $    96.31 $    95.23 $    96.09 $    88.65
  Natural gas (per Mcf)          $     5.18 $     5.01 $     5.40 $     5.52
  NGLs (per Bbl)                 $    29.10 $    42.68 $    41.42 $    51.07

  Average realized excluding
   commodity derivatives:
  Crude oil (per Bbl)            $    88.67 $    88.80 $    92.23 $    91.75
  Natural gas (per Mcf)          $     2.60 $     2.04 $     2.67 $     4.45
  NGLs (per Bbl)                 $    29.10 $    42.68 $    41.42 $    51.07
                                 ---------- ---------- ---------- ----------



Please see the financial statements and related footnotes in QR Energy's 10-Q, as filed with the SEC.

Consolidated Statements of Operations


                             ----------  ----------  ----------  ----------

                               Three months ended       Nine months ended
                             ----------------------  ----------------------
                              9/30/2012   6/30/2012   9/30/2012   9/30/2011
                             ----------  ----------  ----------  ----------
Revenues:                                     (In thousands)
  Oil sales                  $   51,076  $   48,394  $  145,270  $  120,565
  Natural gas sales               8,623       7,080      27,604      50,474
  NGLs sales                      4,860       6,360      18,848      22,929
  Processing and other              410         375       1,243       1,523
                             ----------  ----------  ----------  ----------
Total Revenue                $   64,969  $   62,209  $  192,965  $  195,491
                             ----------  ----------  ----------  ----------

Operating Expenses:
  Lease operating expenses       19,203      20,199      56,861      48,802
  Production and other taxes      4,693       4,820      14,224      13,431
  Processing and
   transportation                   785         728       2,363       2,964
                             ----------  ----------  ----------  ----------
    Total production
     expenses                    24,681      25,747      73,448      65,197

  Depreciation, depletion
   and amortization              21,298      20,540      61,428      58,295
  Accretion of asset
   retirement obligations           915         887       2,645       2,033
  General and administrative
   and other                      9,232       8,771      26,345      22,577
  Acquisition and
   transaction costs                278         920       1,286           -
                             ----------  ----------  ----------  ----------
    Total operating expenses     56,404      56,865     165,152     148,102
                             ----------  ----------  ----------  ----------
    Operating income              8,565       5,344      27,813      47,389

Other income (expense):
  Realized gains (losses) on
   commodity derivative
   contracts                     13,375      14,222      35,668     (79,924)
  Unrealized gains (losses)
   on commodity derivative
   contracts                    (55,585)     89,682      12,328     160,233
  Interest expense, net         (11,533)     (9,393)    (28,398)    (39,161)
                             ----------  ----------  ----------  ----------
Total other income, net         (53,743)     94,511      19,598      41,148
                             ----------  ----------  ----------  ----------
Income (loss) before income
 taxes                          (45,178)     99,855      47,411      88,537
Income tax benefit (expense)        171        (730)       (528)       (934)
                             ----------  ----------  ----------  ----------
Net income (loss)            $  (45,007) $   99,125  $   46,883  $   87,603
                             ==========  ==========  ==========  ==========
Net income per common unit   $    (1.24) $     2.15  $     0.49  $     1.07
Adjusted EBITDA              $   52,199  $   49,982  $  150,001  $  132,952
Distributable Cash Flow      $   23,258  $   27,697  $   73,532  $   82,215
                             ----------  ----------  ----------  ----------


Please see the financial statements and related footnotes in QR Energy's 10-Q, as filed with the SEC. Adjusted EBITDA and Distributable Cash Flow are non-GAAP measures. Please see the definitions of these measures and the reconciliation to the most comparable measures calculated in accordance with GAAP in the "Non-GAAP Reconciliation" section of this press release.

Consolidated Balance Sheet



                                                          ------------------

                                                          September 30, 2012
                                                          ------------------
                                                            (In thousands)
                          ASSETS
Current assets:
  Total current assets                                    $          112,906
Noncurrent assets:
  Total property and equipment, net                                1,141,887
  Derivative instruments                                              81,450
  Other assets                                                        11,408
                                                          ------------------
    Total noncurrent assets                                        1,234,745
                                                          ------------------
    Total assets                                          $        1,347,651
                                                          ==================


            LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
  Total current liabilities                               $           66,203
Noncurrent liabilities:
  Long-term debt                                                     620,946
  Derivative instruments                                              14,156
  Asset retirement obligations                                        73,507
  Other liabilities                                                    6,755
  Deferred taxes                                                         102
                                                          ------------------
    Total noncurrent liabilities                                     715,466
Partners' capital:
  Total partners' capital                                            565,982
                                                          ------------------
  Total liabilities and partners' capital                 $        1,347,651
                                                          ==================

                                                          ------------------


Please see the financial statements and related footnotes in QR Energy's 10-Q, as filed with the SEC.

Non-GAAP Reconciliation

QR Energy defines Adjusted EBITDA as net income plus interest expense (including realized and unrealized gains and losses on interest rate derivative contracts), unrealized gains and losses on commodity derivative contracts, unrealized gains and losses on gas imbalances, depletion, depreciation and amortization, accretion of asset retirement obligations, impairments, and general and administrative expenses that are allocated to us in accordance with GAAP in excess of the administrative services fee paid by our general partner and reimbursed by us, less interest income and unrealized gains on commodity derivative contracts. Beginning with the second quarter of 2012, we revised our calculation of Adjusted EBITDA to adjust for unrealized gains and losses on gas imbalances. Adjusted EBITDA amounts, and in turn the calculations of Distributable Cash Flow and the Distribution Coverage Ratio, for prior periods have been revised to conform to the current presentation.

QR Energy defines Distributable Cash Flow as Adjusted EBITDA less cash interest expense (including realized gains and losses on interest rate derivative contracts), distributions on its preferred units, payments to its general partner in respect of its management incentive fee and estimated maintenance capital expenditures, the capital required to maintain QR Energy's production for five years, on average.

QR Energy defines the Distribution Coverage Ratio for a given quarter as the ratio of Distributable Cash Flow per outstanding unit (including subordinated units and general partner units and excluding preferred units) to the actual cash distribution payable per outstanding unit (including subordinated units and general partner units and excluding preferred units). Holders of the preferred units may elect to convert the preferred units into common units at any time after October 3, 2013, or sooner upon QR Energy's achievement of certain trading price criteria. Please see QR Energy's 10-K for a more fulsome description of the terms of the preferred units.

Adjusted EBITDA, Distributable Cash Flow and the Distribution Coverage Ratio are used by management of QR Energy to provide additional information related to the performance of QR Energy's business. Adjusted EBITDA provides information about the cash flow generated by our assets, without regard to financing methods or historical cost basis and the ability of our assets to generate sufficient cash to pay interest costs and support our indebtedness. Distributable Cash Flow and the Distribution Coverage Ratio provide information comparing cash flows generated by us to cash distributions we expect to pay to our common and subordinated unitholders and indicates to investors whether or not we are generating cash flow at a level that can sustain or support an increase in our quarterly distribution rates. In addition, Adjusted EBITDA, Distributable Cash Flow and the Distribution Coverage Ratio are quantitative standards used by external users of our financial statements such as investors, research analysts and others to assess QR Energy's performance and liquidity without regard to capital structure. Adjusted EBITDA, Distributable Cash Flow and the Distribution Coverage Ratio are not presentations made in accordance with GAAP. Because Adjusted EBITDA, Distributable Cash Flow and the Distribution Coverage Ratio exclude some, but not all, items that affect net income and are defined differently by different companies in our industry, our definitions may not be comparable to similarly titled measures of other companies. Adjusted EBITDA, Distributable Cash Flow and the Distribution Coverage Ratio have important limitations as analytical tools, and you should not consider them in isolation, or as a substitute for net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.




                             ----------------------  ----------------------

                               Three months ended       Nine months ended
                             ----------------------  ----------------------
                              9/30/2012   6/30/2012   9/30/2012   9/30/2011
                             ----------  ----------  ----------  ----------
Reconciliation of net income          (In thousands, except ratios)
 to Adjusted EBITDA,
 Distributable Cash Flow and
 Distribution Coverage
 Ratio:

Net income (loss)            $  (45,007) $   99,125  $   46,883  $   87,603

  Plus:

Unrealized (gain) on
 commodity derivative
 contracts                       55,585     (89,682)    (12,328)   (160,233)
Loss on modification of
 derivative contracts                 -           -           -      83,399
Unrealized loss (gain) on
 gas imbalances                     371       1,032          73        (143)
Depletion, depreciation and
 amortization                    21,298      20,540      61,428      58,295
Accretion of asset
 retirement obligations             915         887       2,645       2,033
Interest expense                 11,533       9,393      28,398      39,161
Income tax expense (benefit)       (171)        730         528         934
General and administrative
 expense in excess of
 administrative services fee      7,675       7,957      22,374      21,903
                             ----------  ----------  ----------  ----------
Adjusted EBITDA              $   52,199  $   49,982  $  150,001  $  132,952

  Less:

Cash interest expense            (8,703)     (6,557)    (21,348)    (13,237)
Estimated maintenance
 capital expenditures (1)       (13,000)    (13,000)    (38,500)    (37,500)
Distributions to preferred
 unitholders                     (3,500)     (3,500)    (10,500)          -
Management incentive fee
 earned by GP                    (3,738)        772      (6,121)          -
                             ----------  ----------  ----------  ----------
Distributable Cash Flow(2)   $   23,258  $   27,697  $   73,532  $   82,215

Distributions to unitholders
 (other than preferred
 units) (3)                  $   22,128  $   22,087  $   61,349  $   44,423
Distribution Coverage Ratio        1.1x        1.3x        1.2x        1.9x

                             ----------  ----------  ----------  ----------

(1) Maintenance capital expenditures are those needed on average to maintain
    production over a five-year period.
(2) Prior to any retained cash reserves established by QR Energy's general
    partner's board of directors.
(3) Nine month 2012 distributions exclude $4.2 million related to our first
    quarter distribution on units issued in April 2012 because units were
    issued to fund an acqusition for which QRE had no revenue in 1Q12. The
    inclusion of the first quarter distribution on the units issued in April
    would have resulted in a Distribution Coverage Ratio of 1.1x for the
    nine months ended September 30, 2012.


Please see the financial statements and related footnotes in QR Energy's 10-Q, as filed with the SEC.

Investor Contacts:
Taylor B. Miele
Investor Relations Manager
(713) 452-2990

Cedric W. Burgher
Chief Financial Officer
(713) 452-2200

Source: QR Energy