UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 19, 2015
 
 
NEW SOURCE ENERGY PARTNERS L.P.
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-35809
38-3888132
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
914 North Broadway, Suite 230
Oklahoma City, Oklahoma 73102
(405) 272-3028
(Address of Principal Executive Offices, Including Zip Code)
Not Applicable.
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))










ITEM 2.02    Results of Operations and Financial Condition.
On March 19, 2015, New Source Energy Partners L.P. (the “Partnership”) issued a press release announcing financial and operating results for the quarter ended December 31, 2014. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01     Financial Statements and Exhibits.    
(d) Exhibits
99.1
 
Press Release dated March 19, 2015





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
New Source Energy Partners L.P.
 
 
 
 
 
 
 
 
By:
New Source Energy GP, LLC, its general partner
 
 
 
 
 
 
 
 
 
 
Dated:
March 19, 2015
 
By:
/s/ Kristian B. Kos
 
 
 
Name:
Kristian B. Kos
 
 
 
Title:
Chairman and Chief Executive Officer





EXHIBIT INDEX
Exhibit No.
 
Description of Exhibit
99.1
 
Press Release dated March 19, 2015







FOR IMMEDIATE RELEASE
NEW SOURCE ENERGY PARTNERS REPORTS FOURTH QUARTER AND YEAR END 2014 RESULTS

OKLAHOMA CITY, OKLAHOMA, March 19, 2015 - New Source Energy Partners L.P., a Delaware limited partnership (NYSE: NSLP) (the “Partnership” or “New Source”), today announced financial and operating results for the quarter and year ended December 31, 2014.

Fourth Quarter 2014 Highlights
Increased Adjusted EBITDA to approximately $17.3 million in the fourth quarter 2014 compared to approximately $9.0 million in the fourth quarter 2013
Increased Distributable Cash Flow ("DCF") to approximately $10.5 million in the fourth quarter 2014 compared to approximately $4.6 million in the fourth quarter 2013
DCF per unit of approximately $0.63 per common unit resulting in a coverage ratio of 3.16x, which reflects the declared distribution of $0.20 in the fourth quarter of 2014
Increased total revenue to approximately $55.0 million in the fourth quarter 2014 compared to approximately $18.2 million in the fourth quarter of 2013
Continued build-out and integration of Oilfield Services division

"In 2014, the Partnership realized growth in both revenue and EBITDA, and more importantly, growth was achieved in both EBITDA and DCF on a per unit basis," said Kristian Kos, Chairman and Chief Executive Officer. "We completed multiple acquisitions throughout the year, highlighted by our acquisitions of Erick Flowback Services LLC and Rod's Production Services, L.L.C., which expanded our geographic footprint across premier oil and gas plays in the United States. We are pleased with our performance in 2014 and believe that with our downward revised distribution and strong balance sheet, we are well positioned for 2015."






Exploration and Production Operational Results
The following table reflects production, pricing and cost for the Exploration and Production ("E&P") division for the fourth quarter of 2014 compared to the fourth quarter of 2013 and the year ended December 31, 2014 compared to the year ended December 31, 2013.

 
Three Months Ended December 31,
 
Years Ended December 31,
 
 
 
2014
 
2013
 
2014
 
2013
Production volumes:
 
 
 
 
 
 
 
Oil (Bbls)
39,042

 
33,149

 
163,338

 
84,273

Natural gas (Mcf)
797,358

 
808,550

 
3,673,836

 
2,764,336

NGLs (Bbls)
210,400

 
201,803

 
885,117

 
790,234

Total production volumes (Boe)
382,335

 
369,710

 
1,660,761

 
1,335,230

      Average daily volumes (Boe)
4,156

 
4,019

 
4,550

 
3,658

 
 
 
 
 
 
 
 
Average price:
 
 
 
 
 
 
 
Oil (per Bbl)
$
70.69

 
$
96.87

 
$
91.26

 
$
96.00

Natural gas (per Mcf)
3.27

 
3.67

 
4.23

 
3.62

NGL (per Bbl)
23.73

 
41.21

 
35.08

 
36.50

Total, excluding derivatives (per Boe)
27.09

 
39.21

 
37.02

 
35.15

     Realized gain (loss) on derivative settlements (per Boe)
5.17

 
(2.84
)
 
(1.07
)
 
(1.44
)
Total, including derivatives (per Boe)
$
32.26

 
$
36.37

 
$
35.95

 
$
33.71

 
 
 
 
 
 
 
 
Average production costs (per Boe)
$
12.30

 
$
10.63

 
11.21

 
$
9.46

Average production tax (per Boe)
$
1.29

 
$
1.82

 
1.71

 
$
2.00



Derivative Position
The following table reflects the Partnership's percentage of production hedged through 2016. We utilize fixed price swaps, collars and put options as part of our strategy to hedge the variability of oil, natural gas, and NGL prices. Additional information on our derivatives is available on our website, www.newsource.com, under the Investors tab.
 
Oil
Natural Gas
NGLs
Total
2015
76%
67%
30%
58%
2016
28%
26%
—%
18%






Credit Facility and Year End Reserves
In November 2014, the borrowing base on our senior secured revolving credit facility was reduced from $102.5 million to $90.0 million as a result of our semi-annual redetermination. The borrowing base is dependent on our estimated oil, natural gas, and NGL reserves, which have declined as a result of lower commodity prices. As of December 31, 2014, our proved reserves were approximately 16.3 MMBoe. At our next redetermination, scheduled for April 2015, we expect further reduction to our borrowing base based on the current decline in commodity prices and related anticipated impact to our reserves. The precise amount of the reduction is not known at this time but the decrease could range from approximately $20 million to $30 million. Management believes it will obtain financing through additional debt or equity issuance that will address the reduction to the borrowing base.

Oilfield Services Results
Adjusted EBITDA for the Oilfield Services ("OFS") division was approximately $12.4 million in the fourth quarter of 2014 compared to $11.5 million in the third quarter of 2014. Revenue was approximately $44.6 million for the fourth quarter of 2014 with an average weekly rig count of 1,165 compared to $40.9 million in the third quarter of 2014 with an average weekly rig count of 1,166. The Oilfield Services division utilizes 139 total pressure control spreads, consisting of blowout prevention and flowback spreads. A blowout prevention spread generally consists of a semi-trailer that is specially configured with a pressure control service bed consisting of pressure pumps, winch assemblies and ancillary equipment necessary to perform our blowout prevention services. A flowback spread generally consists of a group of sand separators, manifolds, plug catchers, flowback tanks, and other ancillary equipment necessary to perform our flowback services. With the integration of EFS and RPS into our Oilfield Services division, we have expanded our pressure control oilfield service product lines, continuing to build these across the life cycle of the well in addition to growing our geographic footprint, including the premier basins in the United States. The Partnership's Oilfield Services division was established with the acquisition of MidCentral Energy Partners L.P. in November 2013. As such, information for the 2013 period is not comparable.

Cash Distributions
The Board of Directors of New Source's general partner declared a cash distribution for the fourth quarter of 2014 of $0.20 per unit, or $0.80 per year on an annualized basis. The fourth quarter distribution was paid on February 13, 2015, to all common unit holders of record on February 2, 2015.

2015 Guidance
The Partnership is reiterating guidance for both its E&P and Oilfield Services divisions for the full year 2015.
Oilfield Services Division
 
E&P Division
 
FY2015E
 
 
FY2015E
Revenue ($ in millions)
$120.00 - $140.00
 
Production (Boe/d)
3,750 - 3,950
EBITDA Margin
21% - 25%
 
Production Taxes (% of Revenue)
5.25% - 5.75%
 
 
 
Production Costs ($ per Boe)
$10.50 - $11.50







Company Outlook
"During the fourth quarter 2014 and continuing into the beginning of 2015, there has been significant pressure on commodity and oilfield services prices which has had an impact on our business," said Kristian Kos, Chairman and Chief Executive Officer. "We are controlling our costs by curtailing our drilling program at the current commodity prices and focusing on internal cost reduction efforts across both of our divisions. We continue to work with our customers to help them optimize their own cost structures. As a result of our efforts, we believe we will emerge more efficient as a result of the current downturn, and positioned to take advantage of any opportunities in 2015."

Use of Non-GAAP Financial Measures
New Source presents Adjusted EBITDA, DCF and Distributable Cash Flow Coverage Ratio (“Coverage Ratio”), which are non-GAAP financial measures, in this press release.  New Source defines Adjusted EBITDA as earnings before interest expense, taxes, depreciation, depletion and amortization, accretion expense, impairment, non-cash compensation expense, acquisition and transaction fees, (gain) loss on derivative contracts net of cash received (paid) on settlement of derivative contracts and other non-recurring gains and losses.  New Source defines DCF as Adjusted EBITDA less cash interest expense and estimated maintenance capital expenditures, as defined below.  New Source calculates its Coverage Ratio using DCF generated during the period compared to the aggregate cash distributions paid with respect to the period.

Estimated maintenance capital expenditures represent New Source’s estimate of the amount of capital expenditures necessary to maintain the revenue generating capabilities of its assets at current levels over the long term.  Following the acquisition of MidCentral Energy Partners L.P. in November 2013, management and the Board of Directors changed the method of estimating maintenance capital expenditures to a calculation based on the estimated capital expenditures required to replace revenue generating assets (including production and producing reserves from its oil and natural gas operations and vehicles and other equipment from its oilfield services operations) on an individualized basis. With respect to its oil and natural gas operations, estimated maintenance capital expenditures represents the average cost to replace a barrel of oil equivalent, using the historical average finding and development costs over the preceding five-year period and the actual production volume for such period.  With respect to its oilfield services operations, estimated maintenance capital expenditures represent the estimated replacement costs for current equipment whose useful lives are scheduled to be completed during the given year.

New Source believes that the presentation of these non-GAAP financial measures provides useful information to investors in assessing our results of operations. The tables included in this press release provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with GAAP.  Non-GAAP financial measures should not be considered as an alternative to GAAP measures such as net income or any other measure of liquidity or financial performance calculated and presented in accordance with GAAP.  Investors should not consider Adjusted EBITDA, DCF or Coverage Ratio in isolation or as a substitute for analysis of the Partnership’s results as reported under GAAP.  Because Adjusted EBITDA, DCF and Coverage Ratio may be defined differently by other companies in our industry, New Source’s definitions may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.






The following tables present a reconciliation of Adjusted EBITDA and DCF to net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP.


Reconciliation of Adjusted EBITDA and DCF to Net (Loss) Income:
 
Three Months Ended
 
Years Ended
 
December 31,
 
December 31,
 
2014
 
2013
 
2014
 
2013
 
(in thousands, except coverage ratio)
Net (loss) income attributable to New Source Energy Partners L.P.
$
(39,374
)
 
$
21,854

 
$
(42,317
)
 
$
26,622

Interest expense
1,599

 
858

 
5,041

 
4,078

Franchise tax (benefit) expense (income tax benefit)
(36
)
 

 
5

 
(12,126
)
Depreciation, depletion and amortization
17,023

 
6,870

 
54,352

 
18,556

Accretion expense
108

 
64

 
327

 
209

Impairment of goodwill and other intangible assets
(1)
59,000

 

 
59,000

 

Non-cash compensation expense
1,321

 
101

 
3,233

 
7,839

Acquisition and transaction fees
35

 
1,617

 
3,659

 
2,078

Other non-cash expense
591

 

 
585

 

Gain on investment in acquired business

 
(22,709
)
 
(2,298
)
 
(22,709
)
(Gain) loss on derivative contracts, net
(11,467
)
 
2,951

 
(10,707
)
 
5,548

Cash received (paid) on settlement of derivative contracts
1,977

 
(1,051
)
 
(1,773
)
 
(1,929
)
Change in fair value of contingent consideration
(13,524
)
 
(1,600
)
 
(9,031
)
 
(1,600
)
Adjusted EBITDA
17,253

 
8,955

 
60,076

 
26,566

Cash paid for interest
1,341

 
690

 
4,378

 
2,166

Estimated maintenance capital expenditures (2)
5,446

 
3,670

 
18,197

 
9,317

Distributable cash flow
$
10,466

 
$
4,595

 
$
37,501

 
$
15,083

Aggregate distributions for period
$
3,312

 
 
 
 
 
 
Number of units (3)
16,558

 
 
 
 
 
 
DCF per unit
$
0.63

 
 
 
 
 
 
Coverage Ratio(4)
3.16

 
 
 
 
 
 
__________
(1)Represents impairment of goodwill and other intangible assets associated with our Oilfield Services division.
 
(2)Amounts reflect management’s estimates of maintenance capital expenditures during the period presented. Future maintenance capital expenditures will vary depending on various factors, including, but not limited to, maintenance schedules and the timing of capital projects. Of the estimated maintenance capital expenditures for the three months ended December 31, 2014, approximately $3.1 million (382,335 Boe produced x $8.20 per Boe produced) relates to the Exploration and Production division and approximately $2.3 million relates to the Oilfield Services division.

(3) Since the fourth quarter cash distribution of $0.20 per unit is below the Partnership's declared minimum quarterly distribution of $0.525 per unit, distributions were not paid on Subordinated Units for the fourth quarter.

(4) Coverage ratio reflects the declared distribution of $0.20 in the fourth quarter of 2014.







Reconciliation of Adjusted EBITDA by Segment to Net Income (Loss) by Segment:

 
Three Months Ended
 
Years Ended
 
December 31, 2014
 
December 31, 2014
 
E&P
 
OFS
 
E&P
 
OFS
 
(in thousands)
Net income (loss) attributable to New Source Energy Partners L.P.
$
21,362

 
$
(60,736
)
 
$
21,942

 
$
(64,259
)
Interest expense
1,045

 
554

 
3,726

 
1,315

Franchise tax expense

 
(36
)
 

 
5

Depreciation, depletion and amortization
5,313

 
11,710

 
24,786

 
29,566

Accretion expense
108

 

 
327

 

Impairment of goodwill and other intangible assets

 
59,000

 

 
59,000

Non-cash compensation expense

 
1,321

 
644

 
2,589

Acquisition and transaction fees
25

 
10

 
3,340

 
319

Other non-cash expense

 
591

 

 
585

Gain on investment in acquired business

 

 
(2,298
)
 

Gain on derivative contracts, net
(11,467
)
 

 
(10,707
)
 

Cash received (paid) on settlement of derivative contracts
1,977

 

 
(1,773
)
 

Change in fair value of contingent consideration
(13,524
)
 

 
(9,031
)
 

Adjusted EBITDA
$
4,839

 
$
12,414

 
$
30,956

 
$
29,120


Conference Call
A conference call for investors will be held Friday, March 20, 2015, at 8:00 a.m. Central Time (9:00 a.m. Eastern Time) to discuss the Partnership’s fourth quarter and year end 2014 results. Hosting the call will be Kristian B. Kos, Chairman and Chief Executive Officer, Dikran Tourian, President and Chief Operating Officer and Amber Bonney, Principal Accounting Officer.

The call can be accessed live over the telephone by dialing (877) 407-4018, or for international callers, (201) 689-8471. A replay will be available shortly after the call and can be accessed by dialing (877) 870-5176 or for international callers, (858) 384-5517. The pass code for the replay is 13604737. The replay will be available until April 3, 2015.

Interested parties may also listen to a simultaneous webcast of the conference call by logging onto the Partnership’s website at www.newsource.com in the Investors-Presentations link. A replay of the webcast will also be available for approximately 30 days following the call.






About New Source Energy Partners L.P.
New Source Energy Partners L.P. is an independent energy partnership engaged in the production of its onshore oil and natural gas properties that extends across conventional resource reservoirs in east-central Oklahoma and in oilfield services that specialize in increasing efficiencies and safety in drilling and completion processes. For more information on the Partnership, please visit www.newsource.com.
Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of federal securities laws. These statements express a belief, expectation or intention and are generally accompanied by words that convey projected future events or outcomes. We have based these forward-looking statements on our current expectation and assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, many of which are beyond our control. For a full discussion of these risks and uncertainties, please refer to the “Risk Factors” section of the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2014 and the information included in the Partnership’s quarterly and current reports and other public filings. These forward-looking statements are based on and include the Partnership’s expectations as of the date hereof. We undertake no obligation to update or revise any forward-looking statements except as may be required by applicable law.

New Source Energy Partners L.P. – Investor & Media Contact
Nick Hodapp
Director - Investor Relations
(405) 272-3028
nhodapp@newsource.com







New Source Energy Partners L.P.
Consolidated Statements of Operations
 
Three Months Ended December 31,
 
Years Ended December 31,
 
2014
 
2013
 
2014
 
2013
 
(Unaudited)
 
 
 
 
 
(in thousands, except per unit amounts)
Revenues:
 
 
 
 
 
 
 
Oil sales
$
2,760

 
$
3,211

 
$
14,906

 
$
8,090

Natural gas sales
2,606

 
2,969

 
15,534

 
10,000

NGL sales
4,992

 
8,317

 
31,048

 
28,847

Oilfield services
44,616

 
3,738

 
104,155

 
3,738

Total revenues
54,974

 
18,235

 
165,643

 
50,675

Operating costs and expenses:
 
 
 
 
 
 
 
Oil, natural gas and NGL production
4,704

 
3,929

 
18,617

 
12,631

Production taxes
494

 
673

 
2,833

 
2,669

Cost of providing oilfield services
26,055

 
2,040

 
60,904

 
2,040

Depreciation, depletion and amortization
17,023

 
6,870

 
54,352

 
18,556

Accretion
108

 
64

 
327

 
209

Impairment of goodwill and other intangible assets
59,000

 

 
59,000

 

General and administrative
10,329

 
3,308

 
28,671

 
14,760

Change in fair value of contingent consideration
(13,524
)
 
(1,600
)
 
(9,031
)
 
(1,600
)
Total operating costs and expenses
104,189

 
15,284

 
215,673

 
49,265

Operating (loss) income
(49,215
)
 
2,951

 
(50,030
)
 
1,410

Other income (expense):
 
 
 
 
 
 
 
Interest expense
(1,599
)
 
(858
)
 
(5,041
)
 
(4,078
)
Gain (loss) on derivative contracts, net
11,467

 
(2,951
)
 
10,707

 
(5,548
)
Gain on investment in acquired business

 
22,709

 
2,298

 
22,709

Other (expense) income
(27
)
 
3

 
(9
)
 
3

(Loss) income before income taxes
(39,374
)
 
21,854

 
(42,075
)
 
14,496

Income tax benefit

 

 

 
12,126

Net (loss) income
(39,374
)
 
21,854

 
(42,075
)
 
26,622

Less: net income attributable to noncontrolling interest

 

 
242

 

Net (loss) income attributable to New Source Energy Partners L.P.
$
(39,374
)
 
$
21,854

 
$
(42,317
)
 
$
26,622

 
 
 
 
 
 
 
 
Net income prior to purchase of properties from New Source Energy on February 13, 2013
 
 
 
 
 
 
$
5,303

Net (loss) income subsequent to purchase of properties form New Source Energy on February 13, 2013 and allocable to units
$
(39,374
)
 
$
21,854

 
$
(42,317
)
 
$
21,319

 
 
 
 
 
 
 
 
Net (loss) income per unit:
 
 
 
 
 
 
 
Net (loss) income per general partner unit
$
(2.11
)
 
$
2.05

 
$
(2.64
)
 
$
1.88

Net (loss) income per subordinated unit
$
(2.31
)
 
$
2.05

 
$
(2.84
)
 
$
1.86

Net (loss) income per common unit
$
(2.11
)
 
$
2.05

 
$
(2.64
)
 
$
2.42






New Source Energy Partners L.P.
Consolidated Balance Sheets
 
December 31, 2014
 
December 31, 2013
 
(in thousands, except unit amounts)
ASSETS
 
 
 
Current assets:
 
 
 
Cash
$
5,504

 
$
7,291

Restricted cash
350

 

Accounts receivable
38,784

 
12,609

Derivative contracts
8,248

 
130

Inventory
4,236

 
162

Other current assets
3,116

 
822

Total current assets
60,238

 
21,014

 
 
 
 
Oil and natural gas properties, at cost using full cost method of accounting:
 
 
 
Proved oil and natural gas properties
332,413

 
291,829

Less: Accumulated depreciation, depletion, and amortization
(153,734
)
 
(128,961
)
Total oil and natural gas properties, net
178,679

 
162,868

Property and equipment, net
68,886

 
8,166

Intangible assets, net
56,377

 
35,009

Goodwill
9,315

 
23,974

Derivative contracts
1,818

 
660

Other assets
2,152

 
3,019

Total assets
$
377,465

 
$
254,710

 
 
 
 
LIABILITIES AND UNITHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued liabilities
$
15,326

 
$
3,267

Accounts payable-related parties
4,237

 
8,221

Factoring payable
13,152

 
1,907

Contingent consideration payable
11,572

 

Derivative contracts

 
3,167

Current portion of asset retirement obligations
113

 

Current portion of long-term debt
11,825

 
719

Total current liabilities
56,225

 
17,281

Long-term debt
95,218

 
80,014

Contingent consideration payable
10,801

 
6,320

Asset retirement obligations
3,568

 
3,455

Other liabilities
339

 
387

Total liabilities
166,151

 
107,457

Commitments and contingencies
 
 
 
Unitholders' equity:
 
 
 
Common units (16,160,381 units issued and outstanding at December 31, 2014 and 9,599,578 units issued and outstanding at December 31, 2013)
231,510

 
151,773

Common units held in escrow
(6,955
)
 

Subordinated units (2,205,000 units issued and outstanding at December 31, 2014 and 2013)
(28,717
)
 
(17,334
)
General partner's units (155,102 units issued and outstanding at December 31, 2014 and 2013)
(1,944
)
 
(1,174
)
Total New Source Energy Partners L.P. unitholders' equity
193,894

 
133,265

Noncontrolling interest
17,420

 
13,988

Total unitholders' equity
211,314

 
147,253

Total liabilities and unitholders' equity
$
377,465

 
$
254,710



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