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Sanchez Energy Announces Second Quarter 2014 Financial Results and Updates Operations; Record Second Quarter Revenues Rise 157% on 164% Higher Production

August 6, 2014

HOUSTON, Aug. 6, 2014 /PRNewswire/ — Sanchez Energy Corporation (NYSE: SN) (the “Company” or “Sanchez Energy”), today announced the Company’s operating and financial results for the second quarter 2014, which included the following highlights:

HIGHLIGHTS FOR SECOND QUARTER 2014

    --  Record revenues of $151.7 million, an increase of 157% over the same
        period a year ago
    --  Adjusted EBITDA, a non-GAAP financial measure defined below, of $112.5
        million, an increase of 160% over the same period a year ago
    --  Adjusted Net Income, a non-GAAP financial measure defined below, of
        $11.5 million, an increase of 98% compared to the same period a year ago
    --  Liquidity of $811 million as of June 30, 2014 consisting of $386 million
        in cash and cash equivalents and a $437.5 million unused borrowing base
        (with a $425 million elected commitment amount) under our revolving
        credit facility
    --  Substantial reduction in drilling and completion costs per well, as
        detailed in the comments below
    --  Production of 1,859 MBOE (20,437 BOE/D), an increase of 164% over the
        same period a year ago and above the midpoint of the production guidance
        range of 19,000 to 21,000 BOE/D

MANAGEMENT COMMENTS

Tony Sanchez, III, President and Chief Executive Officer of Sanchez Energy, commented: “As of August 1, 2014, Sanchez Energy has officially taken over all operations at Catarina after a brief transition period with Shell. The transition of operations has gone smoothly and the ramp up of Sanchez Energy operations is ahead of schedule. We have fully staffed our operations at Catarina and now have drilling, completion, and artificial lift installation in progress. Additionally, now that we have achieved critical scale from the Catarina assets, we are utilizing a dedicated frac spread as well as direct sourcing of chemicals and proppant. We expect these factors will reduce completions costs by an additional 30%, allowing flexibility to increase fracture stage size or improve returns from a lower development cost.

“We plan to apply direct sourcing of chemicals and proppant in our other Eagle Ford areas as the opportunities present themselves. In order to realize these expected significant completion cost savings, some wells scheduled to be completed in the third quarter will now be completed in the fourth quarter. As a result of the production deferment, our third quarter production guidance range of 37,000 to 41,000 BOE/D has been revised to 36,000 to 40,000 BOE/D while our fourth quarter production guidance range of 45,000 to 49,000 BOE/D has increased to 48,000 to 50,000 BOE/D. Production guidance for 2015 is reaffirmed at a range of 53,000 BOE/D to 58,000 BOE/D.

“The second quarter of 2014 also marked the continued improvement in drilling efficiencies in the early development of Wycross and Five Mile Creek and the continuation of improvement in our Prost area. Total drilling and completion costs in Marquis are now as low as $7.3 million per well, a major improvement over our initial 2014 planned costs of $8.5 million per well. The lower cost structure gives us confidence in our ability to continue to improve returns on our current reserve base and add new inventory as we continue to step out and appraise the entirety of our acreage using these improved drilling and completion techniques.”

OPERATIONS UPDATE

As detailed in the table below, Sanchez Energy currently has 9 gross rigs (6 operated and 3 non-operated) running across its Eagle Ford and TMS areas with 422 gross producing wells and 40 gross wells in various stages of completion.


                                                            Gross

                   Gross        Gross        Net       Wells Waiting /

       Project   Producing      Rigs        Rigs          Undergoing

         Area      Wells       Running     Running        Completion
         ----      -----       -------     -------        ----------

       Catarina            176           1           1                  23

       Marquis              63           3           3                  10

       Cotulla             119           1           1                   5

       Palmetto             61           1           1                   -

     TMS / Other             3           3           1                   2
                           ---         ---         ---                 ---

        Total              422           9           7                  40

PRODUCTION VOLUMES, AVERAGE SALES PRICES, OPERATING COSTS PER BOE, AND CAPITAL EXPENDITURES

Sanchez Energy’s mix of hydrocarbon production during the second quarter of 2014 consisted of approximately 73% crude oil, 14% natural gas liquids, or 87% liquids, and 13% natural gas. By area, Cotulla, Marquis, and Palmetto comprised approximately 42%, 31%, and 27% of total second quarter 2014 production volumes, respectively. The percentage of oil expected in the Company’s third quarter production volumes should decrease as the impact of the production volumes from Catarina begin to flow through our results. Third quarter volumes are expected to be approximately 50% oil and 27% NGLs, for a total of 77% liquids.

Revenue for the three months ended June 30, 2014 totaled $151.7 million, an increase of 157% over the same period a year ago, due to the addition of 133 gross new wells since the second quarter 2013, including 119 gross wells from ongoing operations and 14 gross wells from the acquisition of new properties.

Production, average sales prices, and operating costs and expenses per BOE for the second quarter 2014 as well as guidance for the third quarter and fourth quarter of 2014 are summarized below:




                                                            Three Months Ended         Six Months Ended

                                                               June 30,                 June 30,
                                                               --------                 --------

                                                               2014               2013             2014    2013
                                                               ----               ----             ----    ----

    Production volumes -

      Oil (MBo)                                               1,356                541            2,575     818

      NGLs (MBbls)                                              262                 84              514     125

      Natural gas (MMcf)                                      1,445                470            2,767     688

        Total oil equivalent (MBOE)                           1,859                703            3,550   1,058

        BOE/Day                                              20,437              7,726           19,615   5,845

    Average sales price, excluding the impact of derivative
     instruments -

      Oil ($ per Bo)                                        $100.90            $101.42           $99.63 $102.94

      NGLs ($ per Bbl)                                       $30.96             $24.48           $32.32  $23.78

      Natural gas ($ per Mcf)                                 $4.60              $4.61            $4.71   $4.28

        Oil equivalent ($ per BOE)                           $81.55             $84.05           $80.62  $85.19

    Average sales price, including the impact of derivative
     instruments -

      Oil ($ per Bo)                                         $97.12            $100.10           $96.78 $101.15

      NGLs ($ per Bbl)                                       $30.96             $24.48           $32.32  $23.78

      Natural gas ($ per Mcf)                                 $4.46              $4.61            $4.47   $4.28

        Oil equivalent ($ per BOE)                           $78.68             $83.03           $78.36  $83.81

    Operating costs and expenses
     ($/BOE):

      Oil and natural gas production
       expenses                                               $7.48              $9.69            $8.40   $9.52

      Production and ad valorem
       taxes                                                  $4.21              $4.78            $5.13   $5.12

      General and administrative,
       excluding stock based
       compensation and acquisition
       costs included in G&A (1)                              $6.47              $7.09            $6.03   $8.48

    (1) Excludes stock-based compensation of $8.57 and $6.51 per BOE for the
     three months ended June 30, 2014 and 2013, respectively, and $7.29 and
     $7.29 per BOE for the six months ended June 30, 2014 and 2013,
     respectively.  Excludes acquisition costs included in G&A of $0.48 and
     $4.37 per BOE for the three months ended June 30, 2014 and 2013,
     respectively, and $0.25 and $3.49 per BOE for the six months ended June
     30, 2014 and 2013, respectively.

                            Guidance
                            --------

                       3Q14                 4Q14
                       ----                 ----

    Production (BOE/
     D)                           36,000  -      40,000 48,000   -  50,000

    Operating costs
     and expenses:

      Oil and natural
       gas production
       expenses
       ($/BOE)                     $8.00  -       $9.00  $8.00   -   $9.00

      Production and
       ad valorem
       taxes (% of
       revenue)                     7.0% -        8.0%  7.0%   -   8.0%

      Cash G&A ($/BOE)             $3.00  -       $4.00  $3.00   -   $4.00

Sanchez Energy announced that proved reserves from its assets excluding Catarina increased to approximately 60 MMBOE as of June 30, 2014. Inclusive of the Catarina acquisition, the Company’s proved reserves total approximately 117 MMBOE as of June 30, 2014, an increase of over 170% relative to the balance as of June 30, 2013. Crude oil constituted 49% and NGLs constituted 24% (73% liquids) of the Company’s proved reserves as of June 30, 2014, and 56% of the Company’s proved reserves were classified as proved undeveloped as of June 30, 2014 as compared to 70% at June 30, 2013. The Company’s estimated reserves were prepared by its independent reservoir engineering firm, Ryder Scott & Company, L.P.

Capital expenditures, before estimated accruals, for the second quarter 2014 were approximately $225 million, and capital expenditures incurred during the second quarter, including accruals, were approximately $191 million.

HEDGING UPDATE

During the second quarter of 2014 and subsequent to quarter end, Sanchez Energy entered into additional derivative contracts covering anticipated future production in 2014 and 2015. Sanchez Energy currently has approximately 3.5 million barrels of anticipated crude production and 4.1 Bcf of gas production for 2014 hedged, or approximately 4.1 million BOE, which represents approximately 40% of its anticipated total 2014 production at the mid-point of its guidance range. Approximately 5.7 million BOE are currently hedged for 2015, which represents approximately 25% to 30% of anticipated production at the mid-point of the guidance range. A schedule of all current hedges for 2014 and 2015 production is included herein.

SHARE COUNT

As of June 30, 2014, the Company had 58,125,398 total shares outstanding with a quarterly weighted average outstanding share count of 53,051,116, as a result of a follow-on offering of common stock of 5,000,000 shares on June 12, 2014. If all Series A and Series B Convertible Perpetual Preferred Stock were assumed to be converted, total shares outstanding as of June 30, 2014 would have been 70,766,531.

CONFERENCE CALL

Sanchez Energy will host a conference call for investors on August 7, 2014 at 2:00 p.m. EDT (1:00 p.m. CDT, 12:00 p.m. MDT and 11:00 a.m. PDT, respectively). Interested investors can listen to the call by visiting our website at www.sanchezenergycorp.com and clicking on the Second Quarter 2014 Conference Call button. Webcast, both live and rebroadcast, will be available over the internet at:

http://edge.media-server.com/m/p/5koskuks/lan/en

ABOUT SANCHEZ ENERGY CORPORATION

Sanchez Energy Corporation is an independent exploration and production company focused on the acquisition and development of unconventional oil resources in the onshore U.S. Gulf Coast, with a current focus on the Eagle Ford Shale in South Texas where we have assembled approximately 224,000 net acres and the Tuscaloosa Marine Shale in Mississippi and Louisiana where we have assembled approximately 58,000 net acres. For more information about Sanchez Energy Corporation, please visit our website: www.sanchezenergycorp.com

FORWARD LOOKING STATEMENTS

This press release contains, and our officers and representatives may from time to time make, 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, other than statements of historical facts, included in this press release that address activities, events or developments that Sanchez Energy expects, believes or anticipates will or may occur in the future are forward-looking statements, including statements relating to the anticipated benefits of our acquisitions, any planned takeover of operations, and the rate of development of new plays that we enter into. These statements are based on certain assumptions made by the company based on management’s experience, perception of historical trends and technical analyses, current conditions, anticipated future developments and other factors believed to be appropriate and reasonable by management. When used in this press release, the words “will,” “potential,” “believe,” “estimate,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “plan,” “predict,” “project,” “profile,” “model,” “strategy,” “future,” or their negatives, other similar expressions or the statements that include those words, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Sanchez Energy, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements, including, but not limited to failure of acquired assets to produce as anticipated, failure to successfully integrate acquired assets, failure to continue to produce oil and gas at historical rates, costs of operations, delays, and any other difficulties related to producing oil or gas, the price of oil or gas, marketing and sales of produced oil and gas, estimates made in evaluating reserves, competition, general economic conditions and the ability to manage and continue growth and other factors described in Sanchez Energy’s Annual Report for the fiscal year ended December 31, 2013 and any updates to those risk factors set forth in Sanchez Energy’s Quarterly Reports on Form 10-Q. Further information on such assumptions, risks and uncertainties is available in Sanchez Energy’s filings with the Securities and Exchange Commission (“SEC”). Sanchez Energy’s filings with the SEC are available on its website at www.sanchezenergycorp.com and on the SEC’s website at www.sec.gov. In light of these risks, uncertainties and assumptions, the events anticipated by Sanchez Energy’s forward-looking statements may not occur, and, if any of such events do occur, Sanchez Energy may not have correctly anticipated the timing of their occurrence or the extent of their impact on its actual results. Accordingly, you should not place any undue reliance on any of Sanchez Energy’s forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made and Sanchez Energy 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.

CAUTIONARY NOTE TO U.S. INVESTORS

The SEC permits oil and gas companies, in their filings with the SEC, to disclose proved, probable and possible reserves. We may use certain terms in our press releases, such as net resource potential and other variations of the foregoing terms that the SEC’s guidelines strictly prohibit us from including in filings with the SEC. U.S. Investors are urged to consider closely the reserves disclosures in our filings with the SEC available on our website at www.sanchezenergycorp.com and the SEC’s website at www.sec.gov. You can also obtain this information from the SEC by calling its general information line at 1-800-SEC-0330.

Company contact:

Michael G. Long

Executive Vice President and Chief Financial Officer

Sanchez Energy Corp.

713-783-8000

Gleeson Van Riet

Senior Vice President, Capital Markets and Investor Relations

Sanchez Energy Corp.

713-783-8000

(Financial Highlights to follow)






                                                   SANCHEZ ENERGY CORPORATION

                                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS DATA

                                                          (unaudited)

                                                       Three Months Ended                           Six Months Ended

                                                            June 30,                                    June 30,
                                                          --------                                 --------

                                                            2014                        2013                         2014       2013
                                                            ----                        ----                         ----       ----

                                                              (in thousands, except per share amounts)

    REVENUES:

      Oil sales                                         $136,902                     $54,872                     $256,577    $84,199

      Natural gas liquids sales                            8,116                       2,047                       16,609      2,976

      Natural gas sales                                    6,643                       2,166                       13,037      2,946

         Total revenues                                  151,661                      59,085                      286,223     90,121
                                                         -------                      ------                      -------     ------

    OPERATING COSTS AND EXPENSES:

      Oil and natural gas production
       expenses                                           13,911                       6,813                       29,823     10,072

      Production and ad valorem taxes                      7,842                       3,361                       18,245      5,411

      Depreciation, depletion,
       amortization and accretion                         70,583                      24,623                      131,834     37,996

      General and administrative
       (inclusive of stock-based
       compensation expense of
       $15,943 and $4,578,
       respectively, for the three
       months ended June 30, 2014 and
       2013, and $25,878 and $7,712,
       respectively, for the six
       months ended June 30, 2014 and
       2013.                                              28,869                      12,632                       48,178     20,369

         Total operating costs and
          expenses                                       121,205                      47,429                      228,080     73,848
                                                         -------                      ------                      -------     ------

    Operating income                                      30,456                      11,656                       58,143     16,273

    Other income (expense):

      Interest and other income                                3                          51                           15         72

      Interest expense                                  (17,261)                    (7,069)                    (30,533)   (8,153)

      Net gains (losses) on commodity
       derivatives                                      (31,900)                      4,252                     (41,017)       624
                                                         -------                       -----                      -------        ---

      Total other expense, net                          (49,158)                    (2,766)                    (71,535)   (7,457)
                                                         -------                      ------                      -------     ------

    Income (loss) before income
     taxes                                              (18,702)                      8,890                     (13,392)     8,816

    Income tax benefit                                   (6,544)                          -                     (4,679)         -
                                                          ------                         ---                      ------        ---

    Net income (loss)                                   (12,158)                      8,890                      (8,713)     8,816

    Less:

      Preferred Stock dividends                          (7,132)                    (5,484)                    (25,325)   (7,556)

      Net income allocable to
       participating securities                                -                      (159)                           -      (56)

    Net income (loss) attributable
     to common stockholders                            $(19,290)                     $3,247                    $(34,038)    $1,204
                                                        ========                      ======                     ========     ======

    Net income (loss) per common
     share -basic and diluted
     (2)(3)                                              $(0.38)                      $0.10                      $(0.70)     $0.04
                                                          ======                       =====                       ======      =====

    Adjusted EBITDA, as defined (1)                     $112,536                     $43,211                     $208,729    $64,205
                                                        ========                     =======                     ========    =======

    Adjusted net income
     attributable to common
     stockholders, as defined (1)                        $11,530                      $5,802                      $20,853    $10,105
                                                         =======                      ======                      =======    =======

    Adjusted net income per common
     share -basic and
     diluted(1)(2)(3)                                      $0.23                       $0.17                        $0.43      $0.30
                                                           =====                       =====                        =====      =====

     Weighted average number of
      shares used to calculate net
      income (loss) and Adjusted net
      income attributable to common
      stockholders -basic and
      diluted (2)(3)
                                                          50,602                      33,485                       48,825     33,292
                                                          ======                      ======                       ======     ======

         (1)        Adjusted EBITDA, Adjusted net
                     income attributable to common
                     stockholders and Adjusted net
                     income per common share are
                     defined below.

             (2)    The three and six months ended
                     June 30, 2014 excludes 423,771
                     and 829,375 shares of weighted
                     average restricted stock and
                     13,253,510 and 14,502,257 shares
                     of common stock resulting from
                     an assumed conversion of the
                     Company's Series A Convertible
                     Perpetual Preferred Stock and
                     Series B Convertible Perpetual
                     Preferred Stock from the
                     calculation of the denominator
                     for diluted earnings per common
                     share and diluted Adjusted net
                     income per common share as these
                     shares were anti-dilutive.

             (3)    The three and six months ended
                     June 30, 2013 excludes 208,130
                     and 539,141 shares of weighted
                     average restricted stock and
                     17,491,500 and 12,466,950 shares
                     of common stock resulting from
                     an assumed conversion of the
                     Company's Series A Convertible
                     Perpetual Preferred Stock and
                     Series B Convertible Perpetual
                     Preferred Stock from the
                     calculation of the denominator
                     for diluted earnings per common
                     share and diluted Adjusted net
                     income per common share as these
                     shares were anti-dilutive.


                                                  SANCHEZ ENERGY CORPORATION

                                            CONDENSED CONSOLIDATED BALANCE SHEETS

                                                         (unaudited)

                                                                 June 30,             December 31,

                                                                                 2014                    2013
                                                                                 ----                    ----

    ASSETS:                                                   (In thousands)

      Cash and cash equivalents                                              $385,871                $153,531

      Oil and natural gas receivables                                          56,456                  51,960

      Joint interest billing receivables                                       15,470                   5,803

      Fair value of derivative instruments,
       current                                                                     63                       -

      Deferred tax asset, current                                              18,471                   6,882

      Other current assets                                                      5,893                   1,386

      Oil and natural gas properties, net                                   2,163,114               1,385,488

      Fair value of derivative instruments,
       long term                                                                  108                   1,304

      Debt issuance costs, net                                                 45,157                  19,806

      Other assets                                                             13,450                   2,993
                                                                               ------                   -----

    TOTAL ASSETS                                                           $2,704,053              $1,629,153
                                                                           ==========              ==========

    LIABILITIES AND STOCKHOLDERS' EQUITY:

      Accounts payable                                                        $11,663                 $46,900

      Accounts payable - related entities                                       1,888                     961

      Other payables                                                            6,907                   2,963

      Accrued liabilities                                                     123,550                 102,455

      Deferred premium liability, current                                       3,143                     717

      Fair value of derivative instruments,
       current                                                                 27,148                   4,623

      Long term debt, net of discount                                       1,443,710                 593,258

      Asset retirement obligation                                              22,626                   4,130

      Deferred tax liability, long term                                        17,778                  10,868

      Deferred premium liability,
       noncurrent                                                               2,466                   4,891

      Fair value of derivative instruments,
       long term                                                                9,421                      78

      Stockholders' equity                                                  1,033,753                 857,309
                                                                            ---------                 -------

    TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY                                                                $2,704,053              $1,629,153
                                                                           ==========              ==========


SANCHEZ ENERGY CORPORATION

HEDGING ACTIVITY SUMMARY

As of June 30, 2014, the Company had the following crude oil swaps, collars, and put spreads covering anticipated future production:


    Derivative
     Contract
     Period   Instrument  Barrels         Purchased        Sold         Pricing Index
     -------- ----------  -------         ---------        ----         -------------

     July
     1,
     2014
     -
     December
     31,
     2014        Swap             138,000           $92.00   n/a          NYMEX WTI

     July
     1,
     2014
     -
     December
     31,
     2014        Swap             138,000           $91.35   n/a          NYMEX WTI

     July
     1,
     2014
     -
     December
     31,
     2014        Swap             138,000           $92.45   n/a          NYMEX WTI

     July
     1,
     2014
     -
     December
     31,
     2014        Swap             184,000           $95.45   n/a          NYMEX WTI

     July
     1,
     2014
     -
     December
     31,
     2014        Swap             184,000           $93.25   n/a          NYMEX WTI

     January
     1,
     2015
     -
     December
     31,
     2015        Swap             365,000           $89.65   n/a          NYMEX WTI

     January
     1,
     2015
     -
     December
     31,
     2015        Swap             365,000           $90.05   n/a          NYMEX WTI

     January
     1,
     2015
     -
     December
     31,
     2015        Swap             365,000           $88.48   n/a          NYMEX WTI

     January
     1,
     2015
     -
     December
     31,
     2015        Swap             365,000           $88.35   n/a          NYMEX WTI

     July
     1,
     2014
     -
     December
     31,
     2014       Collar            184,000           $90.00       $99.10    NYMEX WTI

     July
     1,
     2014
     -
     December
     31,
     2014     Put Spread          184,000           $90.00       $75.00    NYMEX WTI

As of June 30, 2014, the Company had the following crude oil enhanced swaps covering anticipated future production:


    Contract
     Period       Barrels         Purchased        Put        Pricing Index
    --------      -------         ---------        ---        -------------

    January 1,
     2015 -
     December 31,
     2015                 365,000           $91.46     $75.00    NYMEX WTI

    January 1,
     2015 -
     December 31,
     2015                 365,000           $93.13     $75.00    NYMEX WTI

    January 1,
     2015 -
     December 31,
     2015                 365,000           $92.20     $75.00    NYMEX WTI

    January 1,
     2015 -
     December 31,
     2015                 365,000           $91.46     $75.00    NYMEX WTI

As of June 30, 2014, the Company had the following natural gas swaps and collars covering anticipated future production:


     Contract
     Period   Derivative Mmbtu         Purchased       Sold        Pricing Index
              Instrument
    ---       ----------

    July
     1,
     2014
     -
     December
     31,
     2014        Swap          368,000           $4.23   n/a         NYMEX NG

    July
     1,
     2014
     -
     December
     31,
     2014        Swap          368,000           $4.23   n/a         NYMEX NG

    July
     1,
     2014
     -
     December
     31,
     2014        Swap          368,000           $4.24   n/a         NYMEX NG

    July
     1,
     2014
     -
     December
     31,
     2014        Swap          368,000           $4.61   n/a         NYMEX NG

    July
     1,
     2014
     -
     December
     31,
     2014       Collar         368,000           $4.00       $4.50    NYMEX NG

As of June 30, 2014, the Company had the following natural gas enhanced swaps covering anticipated future production:


    Contract Period Mmbtu           Purchased       Put       Pricing Index
    --------------- -----           ---------       ---       -------------

    January 1, 2015
     -December 31,
     2015                 2,190,000           $4.44     $3.75    NYMEX NG

    January 1, 2015
     -December 31,
     2015                 1,095,000           $4.40     $3.75    NYMEX NG

    January 1, 2015
     -December 31,
     2015                   730,000           $4.50     $3.75    NYMEX NG

As of June 30, 2014, the Company had the following three-way crude oil collar contracts that combine a long and short put with a short call:


    Contract
     Period       Barrels         Short Put        Long Put        Short call         Pricing Index
    --------      -------         ---------        --------        ----------         -------------

    July 1, 2014
     -December
     31, 2014             276,000           $65.00          $85.00            $102.25     NYMEX WTI

    July 1, 2014
     -December
     31, 2014             184,000           $75.00          $95.00            $107.50     LLS

    July 1, 2014
     -December
     31, 2014             184,000           $75.00          $90.00             $96.22     NYMEX WTI

    January 1,
     2015 -
     December 31,
     2015                 365,000           $70.00          $85.00             $95.00     NYMEX WTI

    January 1,
     2015 -
     December 31,
     2015                 365,000           $70.00          $85.00             $95.00     NYMEX WTI

    January 1,
     2015 -
     December 31,
     2015                 365,000           $70.00          $85.00             $94.75     NYMEX WTI

Subsequent to quarter end, the Company entered into the following three-way crude oil and natural gas collar contracts that combine a long and short put with a short call:


    Contract
     Period       Barrels           Short Put        Long Put        Short Call        Pricing Index
    --------      -------           ---------        --------        ----------        -------------

    January 1,
     2015 -
     December 31,
     2015                   365,000           $75.00          $90.00            $97.00     NYMEX WTI

    January 1,
     2015 -
     December 31,
     2015                   365,000           $75.00          $90.00            $97.25     NYMEX WTI

    Contract
     Period        Mmbtu            Short Put        Long Put        Short Call        Pricing Index
    --------       -----            ---------        --------        ----------        -------------

    July 1, 2014
     -December
     31, 2015             2,590,000            $3.50           $4.00             $4.90     NYMEX NG

    July 1, 2014
     -December
     31, 2015             2,590,000            $3.50           $4.00             $4.90     NYMEX NG


SANCHEZ ENERGY CORPORATION

RECONCILIATION OF NON-GAAP MEASURES

(unaudited)

I. Adjusted EBITDA is used as a supplemental financial measure by our management and by external users of our financial statements, such as investors, commercial banks and others, to assess our operating performance as compared to that of other companies in our industry, without regard to financing methods, capital structure or historical costs basis. It is also used to assess our ability to incur and service debt and fund capital expenditures. We define Adjusted EBITDA as net income (loss):

Plus:

    --  Interest Expense, including net losses (gains) on interest rate
        derivative contracts;
    --  Net losses (gains) on commodity derivatives;
    --  Net settlements on commodity derivatives;
    --  Premiums (paid) on commodity derivative contracts;
    --  Depreciation, depletion, amortization, and accretion;
    --  Stock-based compensation expense;
    --  Acquisition costs included in general and administrative;
    --  Income tax expense (benefit);
    --  Loss (gain) on sale of oil and natural gas properties;
    --  Impairment of oil and natural gas properties; and
    --  Other non-recurring items that we deem appropriate.

Less:

    --  Interest income; and
    --  Other non-recurring items that we deem appropriate.

The following table presents a reconciliation of our net income (loss) to Adjusted EBITDA (in thousands):


                      Three Months Ended         Six Months Ended

                           June 30,                  June 30,
                           --------                  --------

                          2014              2013                 2014     2013
                          ----              ----                 ----     ----

    Net
     income
     (loss)          $(12,158)           $8,890             $(8,713)  $8,816

    Plus:

      Interest
       expense          17,261             7,069               30,533    8,153

      Net
       losses
       (gains)
       on
       commodity
       derivatives      31,900           (4,252)              41,017    (624)

      Net
       settlements
       on
       commodity
       derivatives     (5,336)            (260)             (8,016)   (556)

      Premiums
       paid on
       commodity
       derivative
       contracts             -            (455)                   -   (905)

       Depreciation,
       depletion,
       amortization
       and
       accretion        70,583            24,623              131,834   37,996

      Stock-
       based
       compensation     15,943             4,578               25,878    7,712

       Acquisition
       costs
       included
       in G&A              890             3,069                  890    3,685

      Income
       tax
       benefit         (6,544)                -             (4,679)       -

    Less:

      Interest
       income              (3)             (51)                (15)    (72)
                           ---               ---                  ---      ---

      Adjusted
       EBITDA         $112,536           $43,211             $208,729  $64,205
                      ========           =======             ========  =======

Our Adjusted EBITDA should not be considered an alternative to net income (loss), operating income (loss), cash flow provided by or used in operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Our Adjusted EBITDA may not be comparable to similarly titled measures of another company because all companies may not calculate Adjusted EBITDA in the same manner.

II. We present Adjusted Net Income attributable to common stockholders (“Adjusted Net Income”) in addition to our reported net income (loss) in accordance with GAAP. This information is provided because management believes exclusion of the impact of our unrealized derivatives not accounted for as cash flow hedges and stock-based compensation expense will help investors compare results between periods and identify operating trends that could otherwise be masked by these items and to highlight the impact that commodity price volatility has on our results. We define Adjusted Net Income as net income (loss):

Plus:

    --  Non-cash preferred stock dividends associated with conversion;
    --  Net losses (gains) on commodity derivatives;
    --  Net settlements on commodity derivatives;
    --  Premiums (paid) on commodity derivative contracts;
    --  Stock-based compensation expense;
    --  Acquisition costs included in general and administrative;
    --  Other non-recurring items that we deem appropriate; and
    --  Tax impact of adjustments to net income (loss).

Less:

    --  Preferred stock dividends; and
    --  Other non-recurring items that we deem appropriate.

The following table presents a reconciliation of our net income (loss) to Adjusted Net Income (in thousands, except per share data):


                                 Three Months Ended          Six Months Ended

                                      June 30,                   June 30,
                                      --------                   --------

                                     2014               2013                 2014       2013
                                     ----               ----                 ----       ----

    Net
     income
     (loss)                     $(12,158)            $8,890             $(8,713)    $8,816

      Less:
       Preferred
       stock
       dividends                  (7,132)           (5,484)            (25,325)   (7,556)
                                   ------             ------              -------     ------
     Net
      income
      (loss)
      attributable
      to
      common
      shares
      and
      participating
      securities
                                 (19,290)             3,406             (34,038)     1,260

    Plus:

      Non-
       cash
       preferred
       stock
       dividends
       associated
       with
       conversion                   3,112                  -              17,013          -

      Net
       losses
       (gains)
       on
       commodity
       derivative
       contracts                   31,900            (4,252)              41,017      (624)

      Net
       settlements
       on
       commodity
       derivative
       contracts                  (5,336)             (260)             (8,016)     (556)

       Premiums
       paid
       on
       commodity
       derivative
       contracts                        -             (455)                   -     (905)

      Stock-
       based
       compensation                15,943              4,578               25,878      7,712

       Acquisition
       costs
       included
       in
       general
       and
       administrative                 890              3,069                  890      3,685

      Tax
       impact
       (1)                      (15,131)                 -            (20,883)         -
                                  -------                ---             -------        ---

     Adjusted
     net
     income                        12,088              6,086               21,861     10,572

     Adjusted
     net
     income
     allocable
     to
     participating
     securities                     (558)             (284)             (1,008)     (467)
                                     ----               ----               ------       ----

     Adjusted
     net
     income
     attributable
     to
     common
     stockholders                 $11,530             $5,802              $20,853    $10,105
                                  =======             ======              =======    =======

     Adjusted
     net
     income
     per
     common
     share
     -
     basic
     and
     diluted
     (2)(3)                         $0.23              $0.17                $0.43      $0.30
                                    =====              =====                =====      =====

      Weighted
      average         Adjusted (2)(3)
      number          net
      of              income
      unrestricted    per
      outstanding     common
      common          share-
      shares
      used             basic
      to              and
      calculate
                                   50,602             33,485               48,825     33,292
                                   ======             ======               ======     ======

              (1)    The tax impact is computed by
                      utilizing the Company's
                      effective tax rate on the
                      adjustments to reconcile net
                      income to Adjusted net income
                      but excludes non-cash
                      preferred stock dividends
                      associated with conversion.

              (2)    The three and six months ended
                      June 30, 2014 excludes 423,771
                      and 829,375 shares of weighted
                      average restricted stock and
                      13,253,510 and 14,502,257
                      shares of common stock
                      resulting from an assumed
                      conversion of the Company's
                      Series A Convertible Perpetual
                      Preferred Stock and Series B
                      Convertible Perpetual Preferred
                      Stock from the calculation of
                      the denominator for diluted
                      adjusted net income per common
                      share as these shares were
                      anti-dilutive.

              (3)    The three and six months ended
                      June 30, 2013 excludes 208,130
                      and 539,141 shares of weighted
                      average restricted stock and
                      17,491,500 and 12,466,950
                      shares of common stock
                      resulting from an assumed
                      conversion of the Company's
                      Series A Convertible Perpetual
                      Preferred Stock and Series B
                      Convertible Perpetual Preferred
                      Stock from the calculation of
                      the denominator for diluted
                      adjusted net income per common
                      share as these shares were
                      anti-dilutive.

Adjusted Net Income is not intended to represent cash flows for the period, nor is it presented as a substitute for net income (loss), operating income (loss), cash flows provided by or used in operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.

SOURCE Sanchez Energy Corporation


Source: PR Newswire



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