Midstates Petroleum Announces Fourth Quarter 2013 Results

Agreement Signed for Sale of Pine Prairie Portion of Gulf Coast Assets

Adjusted EBITDA Rose to Record $119 Million on Strong Production Growth

Year-End 2013 Proved Reserves Increased 69% to 128 MMboe

Drilling Replaced 500% of 2013 Production

HOUSTON--()--Midstates Petroleum Company, Inc. (NYSE: MPO) today announced its fourth quarter and full year 2013 financial and operating results and increased its 2014 production guidance. The Company also disclosed it has executed a Purchase and Sale Agreement (“PSA”) for the sale of the Pine Prairie portion of its Gulf Coast assets and secured commitments for a new revised lending structure that together will provide sufficient funds for all needs through 2015 without further capital raises. Midstates also announced year-end 2013 proved reserves and related costs.

Highlights:

  • Executed a PSA for the sale of the Pine Prairie portion of its Gulf Coast properties for $170 million
  • Received commitments for a revolving credit facility with a borrowing base of $475 million secured solely by its Midcontinent properties
  • Arranged a temporary Bridge Facility in the amount of $125 million secured by its Gulf Coast properties until the close of the Pine Prairie sale
  • Achieved record Adjusted EBITDA of $118.6 million, up 17% from $101.6 million for the third quarter 2013
  • Increased year-end 2013 proved reserves 69% to 128 million barrels of oil equivalent (“MMboe”) and replaced 700% of its 2013 production at a cost of $20.09 per barrel of oil equivalent (“Boe”)
  • Grew average daily production by 10% to 31,187 Boe per day from 28,464 Boe per day in the third quarter of 2013; annual daily production rose 139% from 2012
  • Raised full year 2014 production guidance range to 33,500 to 36,500 Boe per day
  • Reduced Cash Operating Expenses by 14% to $14.61 per Boe versus $16.98 in the third quarter of 2013
  • Reported Adjusted Net Income of $5.0 million, or $0.08 per share, compared with a net loss of $0.8 million, or $0.01 loss per share, in the third quarter of 2013

John A. Crum, Chairman, President and CEO, commented, “The sale of our Pine Prairie assets in Louisiana is a milestone event in our ongoing efforts to reposition the Company’s portfolio and focus resources on our highest returning drilling inventory in the Mississippian Lime and Anadarko Basin. While we will continue to look at additional property sales, joint ventures and other options, the sale of Pine Prairie and related debt structure changes greatly increase our financial flexibility and allow us to fund our anticipated capital needs through 2015. In the fourth quarter we generated record Adjusted EBITDA of $119 million. Future production growth from our streamlined portfolio, coupled with lower cash operating costs and our current hedge position, give us confidence that we can deliver continued EBITDA growth.”

(Adjusted EBITDA, Adjusted Net Income and Cash Operating Expenses are non-GAAP financial measures. Each measure is defined and reconciled to the most directly comparable GAAP measure under “Non-GAAP Financial Measures” in the tables below.)

Asset Divestiture and Debt Structure

Midstates recently entered into a PSA for the sale of all of its ownership interest in developed and undeveloped acreage, totaling 3,907 gross (3,757 net) acres in the Pine Prairie field area in Evangeline Parish, Louisiana to a private buyer for a purchase price of $170 million, subject to customary purchase price adjustments. During January 2014, the properties produced approximately 2,000 Boe per day. The transaction does not include Midstates’ acreage and production in the Dequincy area of Beauregard Parish of western Louisiana, which produced approximately 2,400 Boe per day during January 2014, or its acreage associated with the Fleetwood 3-D seismic survey. The net proceeds from the sale will be used to pay down debt. The transaction is expected to close in early May, subject to customary closing conditions.

Midstates also received commitments for a revolving credit facility that will have an initial borrowing base of $475 million even after removing all of the Gulf Coast assets. The Company’s 2013 drilling results and the associated strong production increases on its Midcontinent properties provided for growth in the borrowing base supported by those properties. The next regular redetermination date of the borrowing base will be October 1, 2014. In conjunction with the Pine Prairie PSA, the Company arranged a $125 million temporary Bridge Facility that is secured by all of its Gulf Coast properties. Midstates does not intend to draw on the Bridge Facility unless there is a significant delay in closing the sale of the Pine Prairie assets and the Bridge Facility will effectively terminate upon closing.

Proved Reserves

Midstates grew its year-end 2013 estimated proved reserves to 127.8 MMBoe, up 69% from 75.5 MMboe at year-end 2012. Midstates’ reserves were fully engineered by its third-party reserve engineers.

Year-end 2013 reserves were comprised of 43% oil, 20% natural gas liquids (“NGLs”) and 37% natural gas. Of the total reserves, 38% are proved developed. Geographically, 53% are in the Mississippian (which includes the Mississippian Lime and Hunton properties in Oklahoma), 29% are in the Anadarko Basin in Oklahoma and Texas, and the balance of 18% are in the Gulf Coast in Louisiana. Midstates operates 96% of its proved reserves.

                       
Oil (MMBbl) NGL (MMBbl) Gas (Bcf) MMBoe
Balance, December 31, 2012 37.5 14.2 142.4 75.5
Revision of previous estimates (13.5 ) (3.3 ) (20.8 ) (20.2 )
Extensions, discoveries and other additions 17.6 8.8 103.5 43.6
Sales of reserves in place - - - -
Purchases of reserves in place 17.2 8.1 73.7 37.6
Production (3.9 ) (1.7 ) (18.6 ) (8.7 )
Balance, December 31, 2013 54.9   26.1   280.2   127.8  
 
 
Proved developed reserves, December 31, 2013 19.9 10.3 111.4 48.8
Proved undeveloped reserves, December 31, 2013 35.0 15.8 168.8 79.0
 

During 2013, extensions, discoveries, and other additions added 43.6 MMBoe, reflecting organic reserve replacement of 500% of 2013 production. Total Company production in 2013 was 8.7 MMBoe. The strongest organic reserve growth was from Midstates’ Mississippian Lime operations, where 34.3 MMboe of new reserves were added.

Acquisitions in 2013 added 37.6 MMBoe, essentially all of which related to the purchase of properties in the Anadarko Basin in Texas and Oklahoma. The Company recorded net negative reserve revisions of 20.2 MMBoe, of which approximately 90% was on Gulf Coast properties and included the previously-announced 5.0 MMboe write-down at the West Gordon Field. All-in, including acquisitions, drill bit additions, and revisions, the Company replaced 700% of total 2013 production. At year-end, Midstates’ 2013 proved reserves had a net present value discounted at 10% (“PV10”) of $2,067.8 million.

In 2013, the Company incurred total acquisition, exploration and development costs of $1,225.2 million. Acquisition costs totaled $619.8 million, or $16.48 per Boe of proved reserves acquired. Drilling and completion expenditures totaled $592.6 million, or $13.59 per Boe of new reserves added, due in large part to the strong organic growth achieved on Midstates’ Mississippian Lime properties. All-in finding, development and acquisition costs for 2013, including the effect of revisions to previous reserve estimates, were $20.09 per Boe.

     
For the
Twelve
Months Ended
December 31,
2013
(in millions)
Acquisition costs:
Proved properties $ 413.5
Unproved properties 206.3
Exploration and development costs 592.6
Asset retirement costs   12.8
Total costs incurred $ 1,225.2
 

In conjunction with the sale of its Pine Prairie assets and the negative reserve revisions in the Gulf Coast area, the Company recognized a non-cash, after-tax full cost ceiling impairment on oil and gas properties of $319.6 million, ($453.3 million pre-tax) during the fourth quarter of 2013.

Crum added, “The strong 500% organic reserve replacement in 2013 was achieved at a competitive cost of $20.09 per Boe, which reflects the meaningful success we had last year in our drilling program, particularly on our Mississippian Lime properties. The Anadarko Basin acquisition last year provided us additional diversification and expanded our drilling inventory. We look forward to transferring the knowledge we have gained in the Mississippian Lime to those assets during 2014. With our streamlined portfolio and sufficient funding, we can now focus all of our attention on executing a strategy of growth through disciplined capital spending and operational excellence.”

Operational Discussion

In the fourth quarter 2013, Midstates invested $147.3 million of capital, and spud 37 wells and brought 38 wells online. Full year capital incurred was $602 million (excluding the Anadarko Basin Acquisition), and a total of 124 wells were spud and 112 wells were brought online.

           
For the Three Months Ended For the Twelve Months Ended
December 31, 2013 December 31, 2013
(in thousands)
Drilling and completion activities $ 117,347 $ 504,908
Acquisition of acreage and seismic data 1,188 28,786
Facilities and other 21,134 36,087
Capitalized interest   7,655   32,245
Total capital expenditures incurred $ 147,324 $ 602,026
 

Excluding capitalized interest, the following was incurred in the various areas:

             
For the Three Months Ended For the Twelve Months Ended
December 31, 2013 December 31, 2013
(in thousands)
Mississippian $ 69,172 $ 315,854
Anadarko 58,771 96,183
Gulf Coast   6,861   148,889
Total capital expenditures incurred $ 134,804 $ 560,926
 

Mississippian Lime Update

Production from the Company’s Mississippian Lime properties grew 22% from the third quarter of 2013, as the program continues to deliver high rates of return. The Company now has 139 wells that have been on production for more than 30 days and those wells had an average peak 30-day initial production rate of 545 Boe per day. This rate incorporates results from the open hole pilot program, which placed a number of wells for testing purposes on initial production before fully stimulating and completing them.

During the fourth quarter, the Company had five rigs drilling in its Mississippian Lime horizontal well program in Woods and Alfalfa Counties, Oklahoma. Midstates spud a total of 21 wells, of which 12 were producing, six were awaiting completion and three were drilling at December 31, 2013. The Company brought 24 horizontal wells online during the fourth quarter.

Midstates plans to run five rigs in the Mississippian Lime during the first quarter 2014 and to invest approximately $80 million completing wells drilled during the fourth quarter and drilling 17 to 21 new wells.

At December 31, 2013, Midstates had 97,200 net acres under lease in the Mississippian Lime region, comprised of approximately 84,300 net leased acres in the Mississippian Lime (79,800 in Woods and Alfalfa Counties in Oklahoma and 4,500 acres in Kansas), and 12,900 in the Hunton in Lincoln County, Oklahoma.

Anadarko Basin Update

Midstates has drilled 29 Cleveland wells, 10 Marmaton wells, two Tonkawa wells and six Cottage Grove wells. The Company now has 23 Cleveland wells that have been on production for more than 30 days and those wells had an average 30-day initial production rate of 375 Boe per day. Midstates is encouraged by early drilling results in the Cottage Grove, where it brought a well online in November with an average 30-day peak rate of 654 Boe per day, as well as the Marmaton, where the Company brought two wells online in the fourth quarter with an average 30-day peak rate of over 400 Boe per day.

During the fourth quarter, the Company had five rigs running in the Anadarko Basin area. Midstates spud a total of 16 wells during the period, of which four were producing, eight were awaiting completion and four were drilling at December 31, 2013. The Company brought 14 horizontal wells online during the fourth quarter comprised of nine Cleveland wells, two Cottage Grove wells, two Marmaton wells and one Tonkawa well.

The Company intends to operate five rigs during the first quarter in the Anadarko Basin and invest approximately $45 million completing wells and drilling 13 to 16 new wells.

At December 31, 2013, Midstates had 129,800 net acres in the Anadarko Basin (95,500 acres in Texas and 34,300 acres in Oklahoma).

Gulf Coast Update

During the fourth quarter, the Company did not have any rigs drilling in the Gulf Coast. However, Midstates recompleted two vertical wells in the Dequincy area that came online at peak 30-day rates of 707 and 392 Boe per day, respectively. The Company does not plan to have any rigs active in the Gulf Coast during the first quarter.

Financial Discussion

Adjusted EBITDA totaled $118.6 million in the fourth quarter of 2013, up 144% from $48.6 million in the fourth quarter of 2012 and up 17% from $101.6 million in the third quarter of 2013.

The GAAP net loss of $315.8 million (before preferred dividends) for the fourth quarter of 2013, which includes a full cost ceiling impairment of $453.3 million, compares to a net loss of $2.4 million for the fourth quarter of 2012 and a net loss of $23.6 million in the third quarter of 2013. Adjusted Net Income, which excludes acquisition and transaction costs, impairment of oil and gas properties, and unrealized gains and losses on derivatives and the related tax impact, totaled $5.0 million for the fourth quarter of 2013, or $0.08 per share.

Production and Pricing

Production during the fourth quarter of 2013 increased 10% to 31,187 Boe per day compared to 28,464 Boe per day during the third quarter of 2013, and up 100% compared with 15,592 Boe per day during the prior year fourth quarter. Fourth quarter 2013 production from the Company’s Mississippian properties contributed roughly 56%, or 17,579 Boe per day, and the Anadarko Basin properties contributed roughly 27%, or 8,454 Boe per day, while Gulf Coast properties contributed the balance of 5,154 Boe per day. For the total Company, oil volumes comprised 44% of total production, NGLs 21%, and natural gas 35%.

Midstates said it has increased its full year production guidance range to 33,500 to 36,500 Boe per day from its previous estimate of 33,000 to 36,000 Boe per day and reaffirmed its previous 2014 capital expenditure guidance of $500 to $550 million. The increase in guidance is due to additional production expected from the Company’s Midcontinent assets. Both estimates include Pine Prairie production for the full year. Midstates will update its 2014 guidance excluding Pine Prairie after the transaction closes, which is expected to occur in the second quarter.

In the fourth quarter of 2013, Midstates’ average realized price per barrel of oil, before realized commodity derivatives, was $94.30 ($92.41 with realized derivatives) while its average realized price for NGL sales, before realized derivatives, was $38.33 per barrel ($38.48 with realized derivatives). Natural gas averaged $3.45 per thousand cubic feet, before realized derivatives ($3.56 with realized derivatives). Detailed comparisons of commodity prices by period and region are included in the tables below as well as an updated summary of commodity derivative contracts through March 10, 2014.

Oil, NGL and natural gas sales revenues, before the impact of derivatives, increased by $72.8 million, or 81%, to $162.2 million during the fourth quarter of 2013, as compared to $89.4 million for the fourth quarter of 2012, and by $5.4 million, or 3%, compared to $156.8 million in the third quarter of 2013. The realized loss on derivatives for the fourth quarter of 2013 was $1.6 million, compared to a negligible realized gain for the fourth quarter of 2012 and $9.9 million for the third quarter of 2013.

Costs and Expenses

Midstates reported significant progress in reducing costs. Total Cash Operating Expenses (as defined and reconciled to the nearest GAAP measure in the tables below) decreased 14% to $14.61 per Boe (excluding the impact of acquisition and transaction costs) from $16.98 per Boe in the prior quarter.

Lease operating and workover expenses decreased 15%, or $1.28 per Boe, to $7.04 per Boe from $8.32 per Boe in the third quarter of 2013. The decrease was primarily the result of infrastructure investments during 2013.

General and administrative expenses of $13.0 million decreased $0.76 per Boe to $4.55 from the third quarter of 2013. Fourth quarter 2013 and third quarter 2013 general and administrative expenses included non-cash share-based compensation expense of $0.8 million ($0.28 per Boe) and $1.9 million ($0.73 per Boe), respectively.

Interest expense of $29.7 million (after amounts capitalized) for the fourth quarter of 2013 compares to $26.0 million in the third quarter of 2013. The Company capitalized $7.7 million in interest to unproved properties during the fourth quarter of 2013 as compared to $9.7 million in the third quarter of 2013.

Conference Call Information

The Company will host a conference call to discuss fourth quarter results on Wednesday, March 12 at 10:00 am Eastern time. Participants may join the conference call by dialing (877) 645-4610 (for U.S. and Canada) or (707) 595-2723 (International). The conference access code is 51629241 for all participants. To listen via live web cast, please visit the Investor Relations section of the Company's website, www.midstatespetroleum.com.

An audio replay of the conference call will be available approximately two hours after the conclusion of the call. The audio replay will remain available for seven days until March 19 and can be accessed by dialing (855) 859-2056 (for U.S. and Canada) or (404) 537-3406 (International). The conference call replay access code is 51629241 for all participants. The replay will also be available in the Investor Relations section of the Company's website approximately two hours after the conclusion of the call and remain available for approximately 90 calendar days.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements that are not statements of historical fact, including statements regarding the Company's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management, and the closing and benefits of the disposition and amended financing arrangements are forward-looking statements. Without limiting the generality of the foregoing, these statements are based on certain assumptions made by the Company based on management's experience, expectations and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Although the Company believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements made in this press release are reasonable, the Company gives no assurance that these plans, intentions or expectations will be achieved when anticipated or at all. Moreover, such statements are subject to a number of factors, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These factors include, but are not limited to variations in the market demand for, and prices of, oil and natural gas; uncertainties about the Company's estimated quantities of oil and natural gas reserves; the adequacy of the Company's capital resources and liquidity including, but not limited to, access to additional borrowing capacity under its revolving credit facility; costs and difficulties related to the integration of acquired businesses and operations with Midstates’ business and operations; general economic and business conditions; weather-related downtime; failure to realize expected value creation from property acquisitions; uncertainties about the Company's ability to replace reserves and economically develop its current reserves; risks related to the concentration of the Company's operations; drilling results; and potential financial losses or earnings reductions from the Company's commodity derivative positions.

Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

 
Midstates Petroleum Company, Inc.
Consolidated Balance Sheets
(In thousands, except share amounts)
(Unaudited)
 
        December 31, 2013       December 31, 2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 33,163 $ 18,878
Accounts receivable:
Oil and gas sales 102,483 35,618
Joint interest billing 42,631 10,815
Other 1,090 3,866
Commodity derivative contracts 700 5,695
Deferred income taxes 11,837 6,027
Other current assets   693     8,573  
Total current assets 192,597 89,472
 
PROPERTY AND EQUIPMENT:
Oil and gas properties, on the basis of full-cost accounting 3,060,661 1,836,664
Other property and equipment 11,113 5,038
Less accumulated depreciation, depletion, amortization and impairment   (976,880 )   (274,294 )
Net property and equipment 2,094,894 1,567,408
 
OTHER ASSETS:
Commodity derivative contracts 19 1,717
Other noncurrent assets   54,597     25,413  
Total other assets 54,616 27,130
   
TOTAL $ 2,342,107   $ 1,684,010  
 
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable $ 21,493 $ 29,196
Accrued liabilities 204,381 98,649
Commodity derivative contracts   27,880     7,582  
Total current liabilities 253,754 135,427
 
LONG-TERM LIABILITIES:
Asset retirement obligations 26,308 15,245
Commodity derivative contracts 3,651 3,943
Long-term debt 1,701,150 694,000
Deferred income taxes 15,291 156,737
Other long-term liabilities   1,954     1,189  
Total long-term liabilities 1,748,354 871,114
 
COMMITMENTS AND CONTINGENCIES
 
STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value, 49,675,000 shares authorized;
no shares issued or outstanding - -
Series A mandatorily convertible preferred stock, $0.01 par value, $358,550 and $325,000
liquidation value at December 31, 2013 and December 31, 2012, respectively;
8% cumulative dividends; 325,000 shares issued and outstanding 3 3
Common stock, $0.01 par value, 300,000,000 shares authorized; 68,925,745 shares
issued and 68,807,043 shares outstanding at December 31, 2013
and 66,619,711 shares issued and outstanding at December 31, 2012 689 666
Treasury stock (664 ) -
Additional paid-in-capital 871,047 863,891
Retained deficit   (531,076 )   (187,091 )
Total stockholders' equity 339,999 677,469
   
TOTAL $ 2,342,107   $ 1,684,010  
 
                         
Midstates Petroleum Company, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
 
For the Three Months Ended For the Twelve Months
December 31, Ended December 31,
2013 2012 2013 2012
REVENUES:
Oil sales $ 118,323 $ 72,149 $ 387,226 $ 218,430
Natural gas liquid sales 22,684 9,310 62,340 23,617
Natural gas sales 21,153 7,944 63,187 16,030

Losses on commodity derivative contracts - net (1)

(1,285 ) (910 ) (44,284 ) (11,158 )
Other   96     422     1,037     754  
 
Total revenues 160,971 88,915 469,506 247,673
 
EXPENSES:
Lease operating and workover 20,184 11,543 73,414 30,500
Gathering and transportation 2,872 - 5,455 -
Severance and other taxes 6,623 6,823 27,237 24,921
Asset retirement accretion 447 260 1,435 723
Depreciation, depletion, and amortization 80,801 38,960 250,396 125,561
Impairment in carrying value of oil and gas properties 453,310 - 453,310 -
General and administrative (2) 13,041 11,573 53,250 30,541
Acquisition and transaction costs 117 12,209 11,803 14,884
Other   1     -     615     -  
 
Total expenses   577,396     81,368     876,915     227,130  
 
OPERATING INCOME (LOSS) (416,425 ) 7,547 (407,409 ) 20,543
 
OTHER INCOME (EXPENSE)
Interest income 16 15 33 245
Interest expense — net of amounts capitalized   (29,700 )   (9,411 )   (83,138 )   (12,999 )
 
Total other income (expense)   (29,684 )   (9,396 )   (83,105 )   (12,754 )
 
INCOME (LOSS) BEFORE TAXES (446,109 ) (1,849 ) (490,514 ) 7,789
 
Income tax benefit (expense)   130,341     (561 )   146,529     (157,886 )
 
NET LOSS $ (315,768 ) $ (2,410 ) $ (343,985 ) $ (150,097 )
 
Preferred stock dividend (6,334 ) (6,500 ) (15,589 ) (6,500 )
Participating securities - Series A Preferred Stock - - - -
Participating securities - Non-vested Restricted Stock - - - -
 
 
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (322,102 ) $ (8,910 ) $ (359,574 ) $ (156,597 )
 

Basic and diluted net loss per share attributable to common shareholders (3)

$ (4.89 ) $ (0.14 ) $ (5.47 ) $ (2.61 )

Basic and diluted weighted average number of common shares outstanding (3)

  65,842     65,634     65,766     59,979  
 
   

(1)

Includes $1.6 million, $17.6 million and $15.8 million of realized losses on commodity derivatives for the three months ended December 31, 2013, the twelve months ended December 31, 2013 and the twelve months ended December 31, 2012, respectively. Includes an insignificant realized gain on commodity derivatives for the three months ended December 31, 2012.

(2)

Includes $0.8 million, or $0.28 per Boe, and $0.9 million, or $0.62 per Boe, of non-cash expenses related to share-based compensation, respectively, for the three months ended December 31, 2013 and 2012. Includes $5.7 million, or $0.65 per Boe, and $2.5 million, or $0.67 per Boe, of non-cash expenses related to share-based compensation, respectively, for the twelve months ended December 31, 2013 and 2012.

(3)

For the twelve months ended December 31, 2012, the calculations of net loss attributable to common shareholders and weighted average shares outstanding are pro forma, due to the timing of the Company’s initial public offering in April 2012.

 
                                         
Midstates Petroleum Company, Inc.
Statement of Stockholders’ Equity
(In thousands, except share amounts)
(Unaudited)

 

 

 

 

Retained
Series A Additional Deficit/ Total
Preferred Common Treasury Capital Paid-in- Accumulated Stockholders'
Stock Stock Stock Contributions Capital Loss Equity
Balance as of January 1, 2011 $ - $ - $ - $ 309,530 $ - $ (53,651 ) $ 255,879
Distribution to members - - - (50,572 ) - - (50,572 )
Members' contribution - - - 2,870 - - 2,870
Reclassification of liability for share-based awards - - - 60,668 - - 60,668
Net income   -   -   -     -     -   16,657     16,657  
Balance as of December 31, 2011 $ - $ - $ - $ 322,496 $ - $ (36,994 ) $ 285,502
Issuance of common stock - 476 - (476 ) - - -
Reclassification of members' contributions - - - (322,020 ) 322,020 - -
Proceeds from the sale of common stock 180 - - 213,389 - 213,569
Tax attributes contributed at IPO reoganization
date by shareholding entities - - - - 33,888 33,888
Issuance of preferred stock as -
consideration in the Eagle Property Acquisition 3 - - - 291,953 - 291,956
Share-based compensation - 10 - - 2,641 - 2,651
Net loss   -   -   -     -     -   (150,097 )   (150,097 )
Balance as of December 31, 2012 $ 3 $ 666 $ - $ - $ 863,891 $ (187,091 ) $ 677,469
Share-based compensation - 23 - - 7,156 - 7,179
Acquisition of treasury stock - - (664 ) - - - (664 )
Net loss   -   -   -     -     -   (343,985 )   (343,985 )
Balance as of December 31, 2013 $ 3 $ 689 $ (664 ) $ -   $ 871,047 $ (531,076 ) $ 339,999  
 
               

Midstates Petroleum Company, Inc.

Consolidated Statement of Cash Flows

(In thousands)

(Unaudited)

 

For the Three Months
Ended December 31,

For the Twelve Months
Ended December 31,

2013 2012 2013 2012
 
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (315,768 ) $ (2,410 ) $ (343,985 ) $ (150,097 )
Adjustments to reconcile net loss to net cash provided by operating activities:

Losses on commodity derivative contracts - net

1,285 910 44,284 11,158
Net cash (paid) received for commodity derivative contracts not designated as hedging instruments (1,583 ) 14 (17,585 ) (15,825 )
Asset retirement accretion 447 260 1,435 723
Depreciation, depletion, and amortization 80,801 38,960 250,396 125,561
Impairment of oil and gas properties 453,310 - 453,310 -
Share-based compensation, net of amounts capitalized to oil and gas properties 792 891 5,713 2,459
Deferred income taxes (130,341 ) 561 (146,529 ) 157,886

Amortization of deferred financing costs

1,799 947 5,955 1,530
Change in operating assets and liabilities:

Accounts receivable - oil and gas sales

(14,267 ) (13,019 ) (66,865 ) (11,826 )

Accounts receivable - JIB and other

(14,944 ) (13,973 ) (28,488 ) (11,019 )
Other current and noncurrent assets 820 3,329 (1,802 ) (218 )
Accounts payable (1,323 ) 565 (4,350 ) (646 )
Accrued liabilities (13,763 ) 25,780 75,903 27,931
Other   (104 )   (246 )   (290 )   (368 )
 
Net cash provided by operating activities $ 47,161 $ 42,569 $ 227,102 $ 137,249
 
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in property and equipment $ (136,213 ) $ (137,457 ) $ (573,734 ) $ (422,332 )
Investment in acquired property   1,636     (351,276 )   (620,112 )   (351,276 )
 
Net cash used in investing activities $ (134,577 ) $ (488,733 ) $ (1,193,846 ) $ (773,608 )
 
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings $ 95,000 $ 660,000 $ 1,041,450 $ 744,667
Repayment of long-term borrowings - (182,300 ) (34,300 ) (285,467 )
Proceeds from issuance of mandatorily redeemable convertible preferred units - - - 65,000
Repayment of mandatorily redeemable convertible preferred units - - - (65,000 )
Proceeds from sale of common stock, net of initial public offering expenses of $6.4 million - (18 ) - 213,569
Deferred financing costs 685 (17,314 ) (25,457 ) (24,876 )
Acquisition of treasury stock   (59 )   -     (664 )   -  
 
Net cash provided by financing activities $ 95,626 $ 460,368 $ 981,029 $ 647,893
 
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS 8,210 14,204 14,285 11,534
 
Cash and cash equivalents, beginning of period   24,953     4,674     18,878     7,344  
 
Cash and cash equivalents, end of period $ 33,163   $ 18,878   $ 33,163   $ 18,878  
               

Midstates Petroleum Company, Inc.

Selected Financial and Operating Statistics

(Unaudited)

 
For the

Three Months Ended

December 31,

For the

Twelve Months Ended

December 31,

For the Three
Months Ended
September 30,

2013 2012 2013 2012 2013
PRODUCTION DATA - Mississippian: (1)
Oil (Boe/day) 6,325 2,216 4,567 557 5,081
Natural gas liquids (Boe/day) 3,622 1,820 2,620 458 2,959
Natural gas (Mcf/day) 45,794 19,021 34,784 4,781 37,943
Oil equivalents (MBoe) 1,617 663 4,740 663 1,322
Average daily production (Boe/day) 17,579 7,207 12,985 1,812 14,364
 
PRODUCTION DATA - Anadarko: (2)
Oil (Boe/day) 3,940 - 2,239 - 3,690
Natural gas liquids (Boe/day) 1,816 - 1,082 - 1,928
Natural gas (Mcf/day) 16,190 - 9,559 - 16,716
Oil equivalents (MBoe) 778 - 1,794 - 773
Average daily production (Boe/day) 8,454 - 4,914 - 8,404
 
PRODUCTION DATA - Gulf Coast:
Oil (Boe/day) 3,375 5,737 3,890 5,162 3,611
Natural gas liquids (Boe/day) 995 1,170 1,008 1,228 973
Natural gas (Mcf/day) 4,706 8,869 6,772 10,778 6,677
Oil equivalents (MBoe) 474 771 2,200 2,996 524
Average daily production (Boe/day) 5,154 8,385 6,027 8,187 5,696
 
PRODUCTION DATA - Combined:
Oil (Boe/day) 13,640 7,954 10,696 5,719 12,382
Natural gas liquids (Boe/day) 6,433 2,990 4,710 1,686 5,860
Natural gas (Mcf/day) 66,690 27,890 51,115 15,559 61,336
Oil equivalents (MBoe) 2,869 1,434 8,734 3,659 2,619
Average daily production (Boe/day) 31,187 15,592 23,926 9,999 28,464
 
AVERAGE SALES PRICES:
Oil, without realized derivatives (per Bbl) $ 94.30 $ 98.60 $ 99.18 $ 104.35 $ 104.51
Oil, with realized derivatives (per Bbl) $ 92.41 $ 93.65 $ 93.41 $ 95.05 $ 93.56
Natural gas liquids, without realized derivatives (per Bbl) $ 38.33 $ 33.84 $ 36.26 $ 38.27 $ 35.13
Natural gas liquids, with realized derivatives (per Bbl) $ 38.48 $ 38.79 $ 37.09 $ 40.48 $ 35.77
Natural gas, without realized derivatives (per Mcf) $ 3.45 $ 3.10 $ 3.39 $ 2.81 $ 3.33
Natural gas, with realized derivatives (per Mcf) $ 3.56 $ 3.98 $ 3.58 $ 3.21 $ 3.72
 
COSTS AND EXPENSES (PER BOE OF PRODUCTION)
Lease operating and workover $ 7.04 $ 8.05 $ 8.41 $ 8.34 $ 8.32
Gathering and transportation $ 1.00 $ - $ 0.62 $ - $ 0.99
Severance and other taxes $ 2.31 $ 4.76 $ 3.12 $ 6.81 $ 3.09
Asset retirement accretion $ 0.16 $ 0.18 $ 0.17 $ 0.20 $ 0.16
Depreciation, depletion, and amortization $ 28.16 $ 27.17 $ 28.67 $ 34.32 $ 28.56
Impairment of oil and gas properties $ 158.00 $ - $ 51.91 $ -
General and administrative (3) $ 4.55 $ 8.07 $ 6.10 $ 8.35 $ 5.31
Acquisition and transaction costs $ 0.04 $ 8.51 $ 1.35 $ 4.01 $ 0.07
Other $ - $ - $ 0.07 $ - $ 0.23
 
(1)   Mississippian average daily production for the year ended December 31, 2012 has been annualized from the date of acquisition, October 1, 2012.
(2) Anadarko average daily production for the year ended December 31, 2013 has been annualized from the date of acquisition, May 31, 2013.
(3) Includes $0.28 per Boe and $0.62 per Boe, of non-cash expenses related to share-based compensation, respectively, for the three months ended December 31, 2013 and 2012. Includes $0.65 per Boe and $0.67 per Boe, of non-cash expenses related to share-based compensation, respectively, for the twelve months ended December 31, 2013 and 2012.
 

Midstates Petroleum Company, Inc.

Summary of Commodity Derivative Contracts as of December 31, 2013

(including any new hedges entered into through March 10, 2014)

(Unaudited)

               
2014
Oil         Q1   Q2   Q3   Q4   Total   2015
WTI Swaps Volume (Bbls) 1,069,500 1,080,950 1,097,000 1,097,000 4,344,450 1,820,000
Volume (Bbl/d) 11,883 11,879 11,924 11,924 11,903 4,986
Price ($/Bbl) $ 88.48 $ 88.48 $ 89.04 $ 89.04 $ 88.76 $ 86.55
 
WTI Collars Volume (Bbls) 41,400 41,400 41,400 40,200 164,400
Volume (Bbl/d) 460 455 450 437 450
Price ($/Bbl) - Floor $ 89.13 $ 89.13 $ 89.13 $ 86.49 $ 88.49
Price ($/Bbl) - Ceiling $ 98.00 $ 98.00 $ 98.00 $ 97.71 $ 97.94
 

WTI/LLS Basis Differential Swaps (1)

Volume (Bbls) 135,000 136,500 138,000 91,500 501,000
Volume (Bbl/d) 1,500 1,500 1,500 995 1,373
Price ($/Bbl) $ 5.35 $ 5.35 $ 5.35 $ 5.35 $ 5.35
 
Natural Gas Liquids                              
Swaps Volume (Bbls) 70,500 46,500 34,500 151,500
Volume (Bbl/d) 783 511 375 555
Price ($/Bbl) $ 62.91 $ 62.18 $ 61.43 $ 62.16
 
Natural Gas                              

Swaps (2)

Volume (Mmbtu) 4,410,000 4,459,000 4,508,000 4,508,000 17,885,000 18,250,000
Volume (Mmbtu/d) 49,000 49,000 49,000 49,000 49,000 50,000
Price ($/Mmbtu) $ 4.17 $ 4.17 $ 4.17 $ 4.17 $ 4.17 $ 4.13
 

Collars (3)

Volume (Mmbtu) 497,001 497,001 497,001 194,001 1,685,004
Volume (Mmbtu/d) 5,522 5,462 5,402 2,109 4,616
Price ($/Mmbtu) - Floor $ 4.07 $ 4.07 $ 4.07 $ 3.39 $ 3.99
Price ($/Mmbtu) - Ceiling $ 5.16 $ 5.16 $ 5.16 $ 4.57 $ 5.09
 
(1)   The Company enters into swap arrangements intended to fix the positive differential between the Louisiana Light Sweet (“LLS”) pricing and the West Texas Intermediate (“NYMEX WTI”) pricing.
(2) Includes 1,519,000 Mmbtus in natural gas swaps that priced during the period, but had not cash settled by December 31, 2013.
(3) Includes 64,667 MMBtu that priced in the fourth quarter of 2013, but had not cash settled as of December 31, 2013.

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of the Company's consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. The Company defines Adjusted EBITDA as earnings before interest income, interest expense, income taxes, depreciation, depletion and amortization, property impairments, unrealized commodity derivative gains and losses and non-cash stock-based compensation expense. Adjusted EBITDA is not a measure of net income or cash flows as determined by United States generally accepted accounting principles, or GAAP.

The following tables present a reconciliation of the non-GAAP financial measure of Adjusted EBITDA to the GAAP financial measures of net income (loss) and net cash provided by operating activities, respectively.

               

Midstates Petroleum Company, Inc.

Adjusted EBITDA

(In thousands)

(Unaudited)

 
For the Three Months

Ended December 31,

For the Twelve Months

Ended December 31,

For the Three
Months Ended
September 30,

2013 2012 2013 2012 2013
Adjusted EBITDA reconciliation to net loss:

Net loss

$ (315,768 ) $ (2,410 ) $ (343,985 ) $ (150,097 ) $ (23,606 )
Depreciation, depletion and amortization 80,801 38,960 250,396 125,561 74,789
Impairment of oil and gas properties 453,310 - 453,310 - -

Losses on commodity derivative contracts - net

1,285 910 44,284 11,158 45,296
Net cash (paid) received for commodity derivative
contracts not designated as hedging instruments (1,583 ) 14 (17,585 ) (15,825 ) (9,927 )
Income tax expense (benefit) (130,341 ) 561 (146,529 ) 157,886 (13,208 )
Interest income (16 ) (15 ) (33 ) (245 ) (7 )
Interest expense, net of amounts capitalized 29,700 9,411 83,138 12,999 25,950
Asset retirement obligation accretion 447 260 1,435 723 421
Share-based compensation, net of amounts capitalized   792     891     5,713     2,459     1,908  
Adjusted EBITDA $ 118,627   $ 48,582   $ 330,144   $ 144,619   $ 101,616  
 
Adjusted EBITDA reconciliation to net cash provided by operating activities:
Net cash provided by operating activities 47,161 42,569 227,102 137,249 107,101
Changes in working capital 43,581 (2,436 ) 25,892 (3,854 ) (29,536 )
Interest income (16 ) (15 ) (33 ) (245 ) (7 )
Interest expense, net of amounts capitalized and accrued but not paid 29,700 9,411 83,138 12,999 25,950
Amortization of deferred financing costs   (1,799 )   (947 )   (5,955 )   (1,530 )   (1,892 )

Adjusted EBITDA

$ 118,627   $ 48,582   $ 330,144   $ 144,619   $ 101,616  

NON-GAAP FINANCIAL MEASURES

The following table provides information that the Company believes may be useful to investors who follow the practice of some industry analysts who adjust reported company earnings to exclude certain non-cash items. Adjusted net income is not a measure of net income as determined by United States generally accepted accounting principles, or GAAP.

The following table provides a reconciliation of net income (GAAP) to adjusted net income (non-GAAP) (unaudited and in thousands).

               
For the Three Months

Ended December 31,

For the Twelve Months

Ended December 31,

For the
Three Months
Ended September 30,

2013 2012 2013 2012 2013
 
Net loss - GAAP $ (315,768 ) $ (2,410 ) $ (343,985 ) $ (150,097 ) $ (23,606 )
Adjustments for certain non-cash items:
Unrealized mark-to-market (gains)
losses on commodity derivative contracts (298 ) 924 26,699 (4,667 ) 35,369
Deferred tax charge - IPO, corporate reorganization - - - 149,489 -
Impairment on oil and gas properties 453,310 - 453,310 - -
Acquisition and transaction costs 117 12,209 11,803 14,884 194
 
Tax impact (1)  

(132,392

)

  (5,261 )

 

(146,917

)

  (4,093 )   (12,759 )
         
Adjusted net income (loss) - non-GAAP $

4,969

  $ 5,462   $

910

  $ 5,516   $ (802 )
 
(1)   The tax impact is computed utilizing the Company’s effective federal and state income tax rates. The income tax rates for the three and twelve months ended December 31, 2013 was approximately 29.2% and 29.9%, respectively. Prior to April 25, 2012, the Company was not a tax paying entity.

NON-GAAP FINANCIAL MEASURES

The following table provides information that the Company believes may be useful to investors who follow the practice of some industry analysts who adjust operating expenses to exclude certain non-cash items. Cash Operating Expenses is not a measure of operating expenses as determined by United States generally accepted accounting principles, or GAAP.

The following table provides a reconciliation of Operating Expenses (GAAP) to Cash Operating Expenses (non-GAAP) (unaudited and in thousands).

           
For the Three Months

Ended December 31,

For the Twelve Months

Ended December 31,

For the Three
Months
Ended
September 30,

2013   2012 2013   2012 2013
 
Operating Expenses - GAAP $ 577,396 $ 81,368 $ 876,915 $ 227,130 $ 122,376
Adjustments for certain non-cash items:
Asset retirement accretion (447 ) (260 ) (1,435 ) (723 ) (421 )
Share-based compensation, net of amounts capitalized (792 ) (891 ) (5,713 ) (2,459 ) (1,908 )
Depreciation, depletion, and amortization (80,801 ) (38,960 ) (250,396 ) (125,561 ) (74,789 )
Impairment on oil and gas properties (453,310 ) - (453,310 ) - -
Other   (1 )   -     (615 )   -     (614 )
 
Cash Operating Expenses - Non-GAAP (1) $ 42,045 $ 41,257 $ 165,446 $ 98,387 $ 44,644
Cash Operating Expenses - Non-GAAP, per Boe (1) $ 14.65 $ 28.77 $ 18.94 $ 26.89 $ 17.05
 
(1)   Cash operating expenses include lease operating and workover, gathering and transportation, severance and other taxes, cash portion of general and administrative expenses, and acquisition and transaction costs. During the three and twelve months ended December 31, 2013, cash operating expenses include acquisition and transaction costs of $0.1 million ($0.04 per Boe) and $11.8 million ($1.35 per Boe), respectively, attributable to costs incurred during the periods related to the Anadarko Basin Acquisition.

Contacts

Midstates Petroleum Company, Inc.
Danielle Burkhart, (713) 595-9409
Vice President, Investor Relations
Danielle.Burkhart@midstatespetroleum.com
or
Al Petrie, (713) 595-9427
Investor Relations Coordinator
Al.Petrie@midstatespetroleum.com

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Contacts

Midstates Petroleum Company, Inc.
Danielle Burkhart, (713) 595-9409
Vice President, Investor Relations
Danielle.Burkhart@midstatespetroleum.com
or
Al Petrie, (713) 595-9427
Investor Relations Coordinator
Al.Petrie@midstatespetroleum.com