Press Release

EX-99.1 2 d429786dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

News Release

Five Radnor Corporate Center, Suite 500

100 Matsonford Road

Radnor, PA 19087

FOR IMMEDIATE RELEASE

PVR PARTNERS ANNOUNCES THIRD QUARTER RESULTS

AND INCREASES QUARTERLY DISTRIBUTION

RADNOR, PA – October 24, 2012 … PVR Partners, L.P. (NYSE: PVR) (“PVR”) today reported financial and operational results for the three months ended September 30, 2012. In addition, PVR announced an increase in its quarterly distribution to $0.54 per unit.

Third Quarter Results

Third quarter 2012 highlights and results, with comparisons to third quarter 2011 results, included the following:

•

Adjusted EBITDA of $61.2 million as compared to $60.0 million.

•

Distributable cash flow (“DCF”) of $29.9 million as compared to $36.1 million.

•

Adjusted net income of $7.7 million as compared to $20.5 million.

Adjusted EBITDA, distributable cash flow, and adjusted net income are not Generally Accepted Accounting Principles (“GAAP”) measures. Definitions and reconciliations of these non-GAAP measures to GAAP reporting measures appear in the financial tables which follow.

Quarterly Distribution

The Board of Directors of PVR GP, LLC, the general partner of PVR, declared a quarterly distribution of $0.54 per unit payable in cash on November 14, 2012 to common unitholders of record at the close of business on November 7, 2012. This distribution equates to an annualized rate of $2.16 per unit, and represents a 1.9% increase over the prior quarter distribution and an 8.0% increase over the third quarter of 2011.

Management Comment

“While our operating results continue to be impacted by very challenging coal markets and low NGL prices in the Midcontinent Midstream Segment, the solid growth of our Eastern Midstream business continued during the third quarter,” said Bill Shea, President and CEO of PVR’s general partner. “The strong volume gains and operating results of our Eastern Midstream Segment reflect the growing positive impacts of the acquisition of Chief Gathering and the continuing build out of our Lycoming system and other internal growth projects in the Marcellus. With the recent start of operation of our new Wyoming County Pipeline, we expect continued strong growth in the Eastern Midstream Segment during the fourth quarter.”

Eastern Midstream Segment

The Eastern Midstream Segment reported third quarter 2012 results, with comparisons to third quarter 2011 results, as follows:

PVR Reports Third Quarter Results

Page 2

•

Adjusted EBITDA of $21.4 million as compared to $6.6 million, primarily due to the continued development of internal growth projects and the acquisition of Chief Gathering LLC.

•

Quarterly average throughput volumes of 456 million cubic feet per day (“MMcfd”), as compared to 63 MMcfd. The volume growth reflects the expansion of business on PVR’s existing Lycoming and Wyoming systems, as well as the acquisition of Chief Gathering.

Midcontinent Midstream Segment

The Midcontinent Midstream Segment reported third quarter 2012 results, with comparisons to third quarter 2011 results, as follows:

•

Adjusted EBITDA of $13.0 million as compared to $14.1 million, primarily due to low NGL prices, the migration to lower-margin fee-based contracts, and the sale of our Crossroads system.

•

Quarterly average throughput volumes of 410 MMcfd, as compared to 441 MMcfd. Third quarter 2011 volumes include approximately 48 MMcfd attributable to the Crossroads system that was sold on July 3, 2012.

Coal and Natural Resource Management Segment

The Coal and Natural Resource Management Segment reported third quarter 2012 results, with comparisons to third quarter 2011 results, as follows:

•

Adjusted EBITDA of $26.8 million as compared to $39.4 million, primarily due to decreased coal production and pricing.

•

Coal royalty tons of 7.7 million tons, as compared to 9.5 million tons.

•

Coal royalties revenue of $28.8 million, or $3.73 per ton, as compared to $41.0 million, or $4.32 per ton.

Capital Investment and Resources

We invested approximately $150.0 million on internal growth projects during the third quarter of 2012, including $130.6 million in the Eastern Midstream Segment. We now expect 2012 internal growth capital to total approximately $485 million.

As of September 30, 2012, we had borrowings of $535.0 million under our $1.0 billion revolving credit facility with remaining borrowing capacity thereunder of $457.1 million.

Expansion Projects Update

As previously reported, the Wyoming County Pipeline began full commercial operation at the end of the third quarter. Current volumes on the Wyoming County Pipeline are approximately 325 MMcfd. Construction continues to progress on Phase III and the Canton Lateral on our Lycoming County, Pennsylvania gas trunkline and water line, and these projects are expected to be in service by the end of the fourth quarter to gather gas for an affiliate of Southwestern Energy Company and a subsidiary of Royal Dutch Shell. Construction of the first phase of the new gathering system in Lycoming County to service the acreage dedications of Inflection Energy has also begun and is proceeding on schedule.


PVR Reports Third Quarter Results		Page 3

Financial Guidance for 2012

PVR’s financial guidance for full year 2012 Adjusted EBITDA in the range of $245 - $260 million and full year 2012 distributable cash flow, net of maintenance and replacement capital, in the range of $120 - $130 million is unchanged from guidance provided with the second quarter results in July. PVR’s financial guidance is based on numerous assumptions about future events and conditions and, therefore, could vary materially from actual results. These estimates, including capital expenditure plans, are meant to provide guidance only and are subject to revision for acquisitions or operating environment changes. Adjusted EBITDA and distributable cash flow are non-GAAP measures; reconciliations of these non-GAAP measures to GAAP reporting measures appear in the financial tables which follow.

Third Quarter 2012 Financial and Operational Results Conference Call

A conference call and webcast, during which management will discuss third quarter 2012 financial and operational results, is scheduled for Wednesday, October 24, 2012 at 11:00 a.m. EDT. Prepared remarks by William H. Shea, Jr., President and Chief Executive Officer, and other members of company management will be followed by a question and answer period. Interested parties may listen via webcast at http://www.videonewswire.com/event.asp?id=89879 or by logging on using the link posted on our website, www.pvrpartners.com. Participants who would like to ask questions may join the conference via phone by dialing 800-860-2442 (international 412-858-4600) five to ten minutes before the scheduled start of the conference call (reference the PVR Partners call). An on-demand replay of the webcast will be available on our website shortly after the conclusion of the call. A telephonic replay of the call will be available through October 30 by dialing 877-344-7529 (international: 412-317-0088) and using conference playback number 10019447.

******

PVR Partners, L.P. (NYSE: PVR) is a publicly traded limited partnership which owns and operates a network of natural gas midstream pipelines and processing plants, and owns and manages coal and natural resource properties. Our midstream assets, located principally in Texas, Oklahoma and Pennsylvania, provide gathering, transportation, compression, processing, dehydration and related services to natural gas producers. Our coal and natural resource properties, located in the Appalachian, Illinois and San Juan basins, are leased to experienced operators in exchange for royalty payments. More information about PVR is available on our website at www.pvrpartners.com.

******

This release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100.0%) of the Partnership’s distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, the Partnership’s distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.

******

This press release includes “forward-looking statements” within the meaning of federal securities laws. All statements, other than statements of historical facts, included in this release that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties, factors and risks, many of which are outside the Partnership’s ability to control or predict, which could cause results to differ materially from those expected by management. Such risks and uncertainties include, but are not limited to, regulatory, economic and market conditions, our ability realize the anticipated benefits from the acquisition of Chief, the timing and success of business development efforts and other uncertainties. Additional information concerning these


PVR Reports Third Quarter Results		Page 4

and other factors can be found in our press releases and public periodic filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2011 and most recently filed Quarterly Reports on Form 10-Q. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. We undertake no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.


Contact:		Stephen R. Milbourne
		Director - Investor Relations
		Phone: 610-975-8204
		E-Mail: invest@pvrpartners.com

PVR PARTNERS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - unaudited

(in thousands, except per unit data)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Revenues
Natural gas	$	78,026		$	120,240		$	215,780		$	324,447
Natural gas liquids		96,237			129,389			316,161			374,279
Gathering and transportation		27,229			10,081			62,488			24,172
Coal royalties		28,760			40,977			91,150			124,546
Gain on sale of plant		31,292			—			31,292			—
Other		7,303			7,665			21,305			24,757

Total revenues		268,847			308,352			738,176			872,201


Expenses
Cost of gas purchased		147,246			223,762			453,543			613,295
Operating		17,587			15,797			47,530			43,112
General and administrative		11,531			8,755			34,574			31,700
Acquisition related costs		—			—			14,049			—
Impairments		—			—			124,845			—
Depreciation, depletion and amortization		31,992			22,463			84,301			65,357

Total expenses		208,356			270,777			758,842			753,464


Operating income (loss)		60,491			37,575			(20,666	)		118,737

Other income (expense)
Interest expense		(20,288	)		(10,528	)		(45,616	)		(33,806	)
Derivatives		(1,524	)		8,690			2,201			(6,289	)
Interest income and other		104			120			329			384

Net income (loss)		38,783			35,857			(63,752	)		79,026
Net loss (income) attributable to noncontrolling interests (pre-merger)		—			—			—			664

Net income (loss) attributable to PVR Partners’, L.P.	$	38,783		$	35,857		$	(63,752	)	$	79,690


Earnings per common unit, basic and diluted	$	0.16		$	0.50		$	(1.14	)	$	1.26

Weighted average number of common units outstanding, basic and diluted		88,366			71,197			83,834			63,019

Weighted average number of Class B units outstanding		21,620						10,770
Weighted average number of Special units outstanding		10,346						5,173

Other data:

Daily throughput volumes (MMcfd) - Eastern Midstream		456			63			337			47
Daily throughput volumes (MMcfd) - Midcontinent Midstream		410			441			435			415
Coal royalty tons (in thousands)		7,703			9,479			23,584			29,501

PVR PARTNERS, L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS - unaudited

(in thousands)


	September 30, 2012		December 31, 2011

Assets
Cash and cash equivalents	$	10,127	$	8,640
Accounts receivable		97,443		101,340
Other current assets		5,314		5,640

Total current assets		112,884		115,620
Property, plant and equipment, net		1,822,010		1,282,297
Other long-term assets		854,140		196,075

Total assets	$	2,789,034	$	1,593,992


Liabilities and Partners’ Capital
Accounts payable and accrued liabilities	$	152,754	$	124,082
Deferred income		3,963		3,416
Derivative liabilities		1,787		12,042

Total current liabilities		158,504		139,540
Other long-term liabilities		33,933		31,748
Senior notes		900,000		300,000
Revolving credit facility		535,000		541,000
Partners’ capital		1,161,597		581,704

Total liabilities and partners’ capital	$	2,789,034	$	1,593,992

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - unaudited

(in thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Cash flows from operating activities
Net income (loss)	$	38,783		$	35,857		$	(63,752	)	$	79,026
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of plant		(31,292	)		—			(31,292	)		—
Depreciation, depletion and amortization		31,992			22,463			84,301			65,357
Impairments		—			—			124,845			—
Commodity derivative contracts:
Total derivative losses included in net income		1,524			(8,690	)		(2,201	)		6,289
Cash payments to settle derivatives for the period		(1,332	)		(6,699	)		(8,578	)		(19,477	)
Non-cash interest expense		1,589			1,040			4,217			4,735
Non-cash unit-based compensation		1,086			966			4,643			2,805
Equity earnings, net of distributions received		697			2,818			142			4,635
Other		(231	)		(127	)		(929	)		(909	)
Changes in operating assets and liabilities		23,334			2,329			23,396			(153	)

Net cash provided by operating activities		66,150			49,957			134,792			142,308


Cash flows from investing activities
Acquisitions, net of cash acquired		787			(95	)		(850,156	)		(122,135	)
Additions to property, plant and equipment		(173,455	)		(67,000	)		(348,449	)		(141,796	)
Proceeds for sale of plant		62,271			—			62,271			—
Other		(9,932	)		347			(20,992	)		2,558

Net cash used in investing activities		(120,329	)		(66,748	)		(1,157,326	)		(261,373	)


Cash flows from financing activities
Net proceeds from equity offerings		(219	)		—			577,743			—
Proceeds from issuance of senior notes		—			—			600,000			—
Distributions to partners		(46,833	)		(34,887	)		(128,516	)		(99,696	)
Proceeds from (repayments of) borrowings, net		103,000			55,000			(6,000	)		227,000
Cash paid for debt issuance costs		(617	)		—			(19,206	)		(3,675	)
Cash paid for merger		—			(16	)		—			(6,620	)

Net cash provided by financing activities		55,331			20,097			1,024,021			117,009


Net increase (decrease) in cash and cash equivalents		1,152			3,306			1,487			(2,056	)
Cash and cash equivalents - beginning of period		8,975			10,602			8,640			15,964

Cash and cash equivalents - end of period	$	10,127		$	13,908		$	10,127		$	13,908

PVR PARTNERS, L.P.

CERTAIN NON-GAAP FINANCIAL MEASURES - unaudited

(in thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,						Guidance Range Full Year 2012
	2012			2011			2012			2011			Guidance Range Full Year 2012
Reconciliation of Non-GAAP “Segment Adjusted EBITDA” to GAAP “Net income (loss)”:

Segment Adjusted EBITDA (a):
Eastern Midstream	$	21,440		$	6,583		$	49,060		$	14,547		$	87,000		$	93,000
Midcontinent Midstream		12,994			14,052			38,001			51,084			58,000			62,000
Coal and Natural Resource Management		26,757			39,403			84,176			118,463			100,000			105,000

Total segment adjusted EBITDA	$	61,191		$	60,038		$	171,237		$	184,094		$	245,000		$	260,000
Adjustments to reconcile total Segment Adjusted EBITDA to Net income (loss)
Depreciation, depletion and amortization		(31,992	)		(22,463	)		(84,301	)		(65,357	)
Impairments		—			—			(124,845	)		—
Acquisition related costs		—			—			(14,049	)		—
Gain on sale of plant		31,292			—			31,292			—
Interest expense		(20,288	)		(10,528	)		(45,616	)		(33,806	)
Derivatives		(1,524	)		8,690			2,201			(6,289	)
Other		104			120			329			384

Net income (loss)	$	38,783		$	35,857		$	(63,752	)	$	79,026


Reconciliation of GAAP “Net income (loss)” to Non-GAAP “Distributable cash flow”:
Net income (loss)	$	38,783		$	35,857		$	(63,752	)	$	79,026		$	(45,000	)	$	(42,000	)
Depreciation, depletion and amortization		31,992			22,463			84,301			65,357			115,000			118,000
Impairment		—			—			124,845			—			125,000			125,000
Acquisition related costs		—			—			14,049			—			14,000			14,000
Gain on sale of plant		(31,292	)		—			(31,292	)		—			(31,300	)		(31,300	)
Derivative contracts:
Derivative losses included in net income		1,524			(8,690	)		(2,201	)		6,289			(2,000	)		(1,000	)
Cash payments to settle derivatives for the period		(1,332	)		(6,699	)		(8,578	)		(19,477	)		(11,000	)		(10,000	)
Equity earnings from joint ventures, net of distributions		697			2,818			142			4,635			(500	)		500
Maintenance capital expenditures		(3,749	)		(2,884	)		(12,197	)		(8,532	)		(17,200	)		(16,200	)
Replacement capital expenditures		(6,725	)		(6,725	)		(20,175	)		(20,175	)		(27,000	)		(27,000	)


Distributable cash flow (b)	$	29,898		$	36,140		$	85,142		$	107,123		$	120,000		$	130,000


Distribution to Partners:

Total cash distribution paid during the period	$	46,833		$	34,887		$	128,516		$	99,696


Reconciliation of GAAP “Net income (loss)” to Non-GAAP “Net income as adjusted”:
Net income (loss)	$	38,783		$	35,857		$	(63,752	)	$	79,026
Impairments		—			—			124,845			—
Acquisition related costs		—			—			14,049			—
Gain on sale of plant		(31,292	)		—			(31,292	)		—
Adjustments for derivatives:
Derivative losses included in net income		1,524			(8,690	)		(2,201	)		6,289
Cash payments to settle derivatives for the period		(1,332	)		(6,699	)		(8,578	)		(19,477	)


Net income, as adjusted (c)	$	7,683		$	20,468		$	33,071		$	65,838

(a)

Adjusted EBITDA, or earnings before interest, tax and depreciation, depletion and amortization (“DD&A”), represents operating income plus DD&A, plus impairments, plus acquisition related costs, minus gains on sale of plant. We believe EBITDA or a version of Adjusted EBITDA is commonly used by investors and professional research analysts in the valuation, comparison, rating and investment recommendations of companies in the natural gas midstream and coal industries. We use this information for comparative purposes within the industry. EBITDA is not a measure of financial performance under GAAP and should not be considered as a measure of liquidity or as an alternative to net income.

(b)

Distributable cash flow represents net income plus DD&A, plus impairments, plus acquisition related costs, minus gain on sale of plant, plus (minus) derivative losses (gains) included in net income, plus (minus) cash received (paid) for derivative settlements, minus equity earnings in joint ventures, plus cash distributions from joint ventures, minus maintenance capital expenditures, minus replacement capital expenditures. Distributable cash flow is also the quantitative standard used by investors and professional research analysts in the valuation, comparison, rating and investment recommendations of publicly traded partnerships. Distributable cash flow is presented because we believe it is a useful adjunct to net cash provided by operating activities under GAAP. Distributable cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities, as an indicator of cash flows, as a measure of liquidity or as an alternative to net income.

(c)

Net income, as adjusted, represents net income adjusted to exclude the effects impairments, one-time charges related to acquisitions, gains on sale of plant, and non-cash changes in the fair value of derivatives. We believe this presentation is commonly used by investors and professional research analysts in the valuation, comparison, rating and investment recommendations of companies in the natural gas midstream industry. We use this information for comparative purposes within the industry. Net income, as adjusted, is not a measure of financial performance under GAAP and should not be considered as a measure of liquidity or as an alternative to net income.

PVR PARTNERS, L.P.

QUARTERLY SEGMENT INFORMATION - unaudited

(in thousands)


	Eastern Midstream
	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012			2011
Revenues
Gathering and transportation	$	25,759	$	7,720	$	56,710		$	16,582
Other		1,041		—		2,687			—

Total revenues		26,800		7,720		59,397			16,582

Expenses
Operating		2,124		635		4,211			898
General and administrative		3,236		502		6,126			1,137
Acquisition related costs		—		—		14,049			—
Depreciation, depletion and amortization		11,867		987		22,322			2,151

Total expenses		17,227		2,124		46,708			4,186


Operating income	$	9,573	$	5,596	$	12,689		$	12,396


	Midcontinent Midstream
	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012			2011
Revenues
Natural gas	$	78,026	$	120,240	$	215,780		$	324,447
Natural gas liquids		96,237		129,389		316,161			374,279
Gathering and transportation		1,470		2,361		5,778			7,590
Gain on sale of plant		31,292		—		31,292			—
Other		497		1,186		2,042			4,874

Total revenues		207,522		253,176		571,053			711,190

Expenses
Cost of gas purchased		147,246		223,762		453,543			613,295
Operating		11,164		10,880		31,642			30,399
General and administrative		4,826		4,482		16,575			16,412
Impairments		—		—		124,845			—
Depreciation, depletion and amortization		11,913		11,904		37,220			35,228

Total expenses		175,149		251,028		663,825			695,334


Operating income (loss)	$	32,373	$	2,148	$	(92,772	)	$	15,856


	Coal and Natural Resource Management
	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012			2011
Revenues
Coal royalties	$	28,760	$	40,977	$	91,150		$	124,546
Coal services		1,953		2,151		4,583			6,739
Timber		1,411		1,457		4,284			3,834
Oil and gas royalties		977		1,234		2,165			3,016
Other		1,424		1,637		5,544			6,294

Total revenues		34,525		47,456		107,726			144,429

Expenses
Operating		4,299		4,282		11,677			11,815
General and administrative		3,469		3,771		11,873			14,151
Depreciation, depletion and amortization		8,212		9,572		24,759			27,978

Total expenses		15,980		17,625		48,309			53,944


Operating income	$	18,545	$	29,831	$	59,417		$	90,485

PVR PARTNERS, L.P.

DERIVATIVE CONTRACT SUMMARY - unaudited

As of September 30, 2012

Average
Volume Per
Day

Swap
Price

Weighted Average Price

Put (a)

Call (b)

NGL - natural gasoline collar

(gallons)

(per gallon)

Fourth quarter 2012

54,000

1.75

2.02

Crude swap

(barrels)

(per barrel)

Fourth quarter 2012

600

88.62

Natural gas purchase swap

(MMBtu)

Fourth quarter 2012

4,000

5.195

We estimate that, excluding the effects of derivative positions described above, for every $1.00 per MMBtu increase or decrease in the natural gas price, our natural gas midstream gross margin and operating income (loss) for the remainder of 2012 would increase or decrease by $0.1 million. In addition, we estimate that for every $5.00 per barrel increase or decrease in the crude oil price, our natural gas midstream gross margin and operating income (loss) for the remainder of 2012 would increase or decrease by $2.0 million. This assumes that natural gas prices, crude oil prices and inlet volumes remain constant at anticipated levels. These estimated changes in our gross margin and operating income (loss) exclude potential cash receipts or payments in settling these derivative positions.

(a) - Purchased put/floor.

(b) - Sold call/ceiling.