Abraxas Reports Third Quarter 2008 Results

November 10, 2008 9:00 AM EST

SAN ANTONIO--(BUSINESS WIRE)--

Abraxas Petroleum Corporation (NASDAQ: AXAS) today reported financial and operating results for the three and nine months ended September 30, 2008 and provided an operational update.

Herein, we refer to Abraxas Petroleum Corporation and its subsidiaries as "Abraxas Petroleum" or "AXAS" and Abraxas Energy Partners, L.P. and its subsidiaries as "Abraxas Energy", "AXLP" or the "Partnership."

On a stand-alone basis for Abraxas Petroleum (which exclude the results of Abraxas Energy), the three months ended September 30, 2008 resulted in:

    --  Production of 60.6 MBoe (658 Boepd);

    --  Revenue of $4.9 million ($7.3 million including cash
        distributions);

    --  EBITDA(a) of $2.7 million ($5.1 million including cash
        distributions);

    --  Cash flow(a) of $2.7 million ($5.0 million including cash
        distributions); and

    --  Net income of $1.5 million, or $0.03 per share ($3.9 million
        including cash distributions, or $0.08 per share).

For financial reporting purposes, results are consolidated and include Abraxas Petroleum and Abraxas Energy. Abraxas Petroleum owns 47% of the Partnership and records minority interest for the portion that it does not own. On a consolidated basis, the three months ended September 30, 2008 resulted in:

    --  Production of 417.0 MBoe (4,532 Boepd);

    --  Revenue of $29.2 million;

    --  EBITDA(a) of $20.1 million;

    --  Cash flow(a) of $17.6 million;

    --  Net income of $70.8 million, or $1.44 per share; and

    --  Adjusted net income of $2.8 million, or $0.06 per share,
        excluding the non-minority interest share of the non-cash
        change in derivative fair value in the amount of $39.7 million
        and the gain attributable to the minority interest loss that
        exceeded the minority interest equity capital in the
        Partnership in Q2 2008 the amount of $28.2 million.

    (a) See reconciliation of non-GAAP financial measures below.

On a consolidated basis, adjusted net income, excluding the non-cash change in derivative fair value and the gain associated with the minority interest loss in Q2 2008, for the quarter ended September 30, 2008 was $2.8 million, or $0.06 per share, compared to adjusted net income, excluding the non-cash change in derivative fair value, of $2.7 million or $0.05 per share during the same quarter of 2007. Adjusted net income excluding the non-cash change in derivative fair value excludes the unrealized gains or losses on derivative contracts that are based on mark-to-market valuations which are non-cash in nature. The unrealized gain on derivative contracts for the quarter ended September 30, 2008 is attributable to the hedging activity of the Partnership and does not impact Abraxas Petroleum on a stand-alone basis. These unrealized gains or losses on derivative contracts are non-cash items and may fluctuate drastically period to period. During the third quarter of 2008, Abraxas Energy recorded a non-cash change in derivative fair value of $84.1 million.

Cash Distribution from Affiliate

Abraxas Energy Partners, L.P., the master limited partnership formed by Abraxas Petroleum in May 2007, declared a cash distribution of $0.44 per unit for the third quarter of 2008. The distribution was approximately 1% higher than the Partnership's distribution for the second quarter of 2008 of $0.4375 per unit. The distribution will be made on or about November 14, 2008 to unitholders of record at the close of business on November 7, 2008. Abraxas Petroleum owns approximately 47% of the outstanding units and will receive $2.4 million in cash distributions from its ownership interest in Abraxas Energy for the third quarter of 2008.

    Operations

    Wyoming:

    --  In Brooks Draw, the Lakeside #1H, a horizontal well targeting
        the Turner sandstone was drilled to a total measured depth of
        approximately 12,500', including a 3,800' lateral. A liner
        with eight isolation packers has been set in the lateral
        section after oil and gas were encountered while drilling and
        a multi-stage fracture stimulation will be scheduled in the
        fourth quarter of 2008 after fluid sensitivity study results
        are received and evaluated. Abraxas Petroleum owns a 100%
        working interest in this well.

    South Texas:

    --  In DeWitt County, the Nordheim #2H, a horizontal development
        well targeting the Edwards formation was drilled to a total
        measured depth of approximately 17,100', including a 3,000'
        lateral. A liner with seven isolation packers has been set in
        the lateral section after encouraging indications of gas were
        encountered while drilling and a multi-stage fracture
        stimulation will be scheduled in the fourth quarter of 2008
        pending availability of frac sand and completion of pipeline
        hookup. Abraxas Petroleum owns a 75% working interest in this
        well.

    --  In Lavaca County, the Henson #2H, a horizontal Edwards well,
        was recently re-completed with a multi-stage fracture
        stimulation and is currently recovering frac fluid. Abraxas
        Energy owns a 75% working interest in this well.

    --  In Bee County, the Muckleroy #1, a re-entry well was
        successfully cleaned out to 9,500', completed in the Wilcox
        sand, and is currently producing nominal amounts of gas.
        Abraxas Petroleum owns a 100% working interest in this well.

    West Texas:

    --  In Midland County, the Beulah Coleman #13, a development well
        targeting the Devonian and Spraberry formations was fracture
        stimulated in the Devonian and is currently making commercial
        quantities of oil and gas. Abraxas Petroleum owns a 100%
        working interest in this well.

    --  In Scurry County, three wells of the four-well program on our
        Huddleston lease have been drilled to total depths of
        approximately 3,500', completed in the Clearfork / Glorietta
        formations and each well is currently producing 10 - 25
        barrels of oil per day while recovering frac fluid. The fourth
        well is expected to reach total depth this week. Abraxas
        Petroleum owns a 100% working interest in each of these wells.

    --  In Coke County, a three-well program in our Millican Reef Unit
        targeting the Strawn formation commenced drilling last week.
        Abraxas Petroleum owns a 92% working interest in each of these
        wells.

Drilling and re-completion activity continues on numerous non-operated wells on the properties acquired from St. Mary Land & Exploration Company in January 2008. These properties are principally located in the Rockies and Mid-Continent regions of the U.S. On average, Abraxas Energy owns a relatively small working interest in these wells.

"Although our third quarter production was negatively impacted by shut-ins associated with Hurricane Gustav and Ike, we were very active from an operational stand-point and the impact from those projects will be partially reflected in the fourth quarter with the full impact coming in the first quarter of 2009, as we experienced unexpected delays in certain services, such as frac sand, which delayed completions on several key wells drilled during the third quarter. We look forward to sharing the results of these projects as they are known together with the issuance of guidance after the more impactful wells have been brought on-line. While we cannot ignore what has occurred in the markets over the past few months, including a staggering decline in commodity prices and unprecedented turmoil in the equity and credit markets, these events have caused us to re-evaluate our future capital spending and we have chosen to be conservative and reduce our capital spending. For 2009, we are in the process of prioritizing our projects inventory and formulating a budget based on our assumptions about future commodity prices and service costs. We remain committed to our long-term business strategy and are very pleased to have a large inventory of projects to choose from. As promised, we continue to provide a transparent presentation of our financial and operating results detailing the results of the consolidated entity as well as on a stand-alone basis for both Abraxas Petroleum and Abraxas Energy - please read `Basis of Presentation' for a detailed explanation," commented Bob Watson, Abraxas' President and CEO.

Conference Call

Abraxas invites you to participate in a conference call on Wednesday, November 12, 2008, at 3:00 p.m. CT (4:00 p.m. ET) to discuss the contents of this release and respond to questions. Please dial 1.888.679.8018, passcode 63089596, 10 minutes before the scheduled start time, if you would like to participate in the call. The conference call will also be webcast live on the Internet and can be accessed directly on the Company's website at www.abraxaspetroleum.com under Investor Relations. In addition to the audio webcast replay, a podcast and transcript of the conference call will be posted on the Investor Relations section of the Company's website approximately 24 hours after the conclusion of the call, and will be accessible for at least 60 days.

Abraxas Petroleum Corporation is a San Antonio based crude oil and natural gas exploration and production company with operations principally in Texas and Wyoming. Abraxas Petroleum Corporation also owns a 47% interest in an upstream master limited partnership, Abraxas Energy Partners, L.P., which entitles Abraxas Petroleum Corporation to receive its proportionate share of cash distributions made by Abraxas Energy Partners, L.P.

Safe Harbor for forward-looking statements: Statements in this release looking forward in time involve known and unknown risks and uncertainties, which may cause Abraxas' actual results in future periods to be materially different from any future performance suggested in this release. Such factors may include, but may not be necessarily limited to, changes in the prices received by Abraxas for natural gas and crude oil. In addition, Abraxas' future natural gas and crude oil production is highly dependent upon Abraxas' level of success in acquiring or finding additional reserves. Further, Abraxas operates in an industry sector where the value of securities is highly volatile and may be influenced by economic and other factors beyond Abraxas' control. In the context of forward-looking information provided for in this release, reference is made to the discussion of risk factors detailed in Abraxas' filings with the Securities and Exchange Commission during the past 12 months.

                     ABRAXAS PETROLEUM CORPORATION

                         BASIS OF PRESENTATION

For financial reporting purposes, accounting principles generally accepted in the United States of America (GAAP) require Abraxas Petroleum to consolidate (and incorporate) the financial results of Abraxas Energy and its subsidiaries into Abraxas Petroleum's financial results because Abraxas Petroleum owns a significant percentage of the Partnership and controls its general partner. While this presentation may be proper under GAAP, it can be confusing to the investment community. As a result, all operating and financial results are presented herein on a consolidated basis and on a stand-alone basis for the current period. The stand-alone results include AXAS without AXLP, which reflect operating and financial results of Abraxas Petroleum and its subsidiaries on a stand-alone basis and AXLP, which reflect operating and financial results of Abraxas Energy and its subsidiaries on a stand-alone basis. The consolidating entries column reflects adjustments to the stand-alone presentations in the consolidation treatment under GAAP.

Abraxas Energy has approximately 85% of its projected oil and gas production from its net proved developed producing reserves hedged with NYMEX-based fixed priced swaps through December 2011 at volume weighted average prices of $84.54 per barrel of oil and $8.32 per Mcf of gas. As commodity prices fluctuate, these derivative contracts are valued against current market prices at the end of each reporting period in accordance with Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended and interpreted, and require Abraxas Energy to either record an unrealized gain or loss based on the calculated value difference from the previous period end valuation.


                    ABRAXAS PETROLEUM CORPORATION
                             CONSOLIDATED

                         FINANCIAL HIGHLIGHTS
                             (UNAUDITED)

(In thousands except per share    Three Months Ended Nine Months Ended
 data):                             September 30,      September 30,
                                  ------------------ -----------------
                                     2008     2007     2008     2007
                                  ---------- ------- --------- -------
Financial Results:
---------------------------------
Revenues                             $29,246 $11,404   $85,839 $36,238
EBITDA (a)                            20,131   7,463    61,174  23,860
Cash flow (a)                         17,583   6,960    53,877  16,544
Net income                            70,755   2,998     4,076  59,495
Net income per share - basic         $  1.44 $  0.06   $  0.08 $  1.31
Adjusted net income, excluding
 non-cash change in derivative
 fair value and gain associated
  with minority interest               2,812   2,672    11,854  58,312
Adjusted net income, excluding
 non-cash change in derivative
 fair value and gain associated
  with minority interest, per
  share - basic                      $  0.06 $  0.05   $  0.24 $  1.28
Weighted average shares
 outstanding - basic                  49,043  48,814    48,955  45,524

Production:
---------------------------------
Crude oil per day (Bopd)               1,519     522     1,472     540
Natural gas per day (Mcfpd)           18,077  15,317    17,756  15,876
Crude oil equivalent per day
 (Boepd)                               4,532   3,075     4,432   3,186
Crude oil equivalent (MBoe)            417.0   282.9   1,214.2   869.7

Realized Prices, net of realized
 hedging activity:
---------------------------------
Crude oil ($ per Bbl)                $ 84.02 $ 67.98   $ 86.43 $ 61.05
Natural gas ($ per Mcf)                 6.69    6.58      7.49    6.37
Crude oil equivalent ($ per Boe)       54.84   44.30     58.73   42.08

Expenses:
---------------------------------
Lease operating ($ per Boe)          $ 11.60 $  6.97   $ 10.36 $  6.66
Production taxes (% of oil and
 gas revenue)                           9.2%    7.5%      8.6%    8.6%
General and administrative,
 excluding stock-based
 compensation ($ per Boe)               3.28    3.37      3.41    3.44
Cash interest ($ per Boe)               6.11    1.78      6.01    8.41
Depreciation, depletion and
 amortization
($ per Boe)                            13.92   12.77     13.92   12.50
---------------------------------
   (a) See reconciliation of non-GAAP financial measures below.

                           BALANCE SHEET DATA


   (In thousands)              September 30, 2008    December 31, 2007
                               ------------------    -----------------

   Cash                             $       6,073        $      18,936
   Working capital                          1,728(a)            11,348
   Property and equipment -
    net                                   272,938              117,027
   Total assets                           300,152              147,119

   Long-term debt                         130,545               45,900
   Stockholders' equity                    61,026               55,847
   Common shares outstanding               49,258               49,021
   (a) Excludes current maturities of long-term debt, including $40.0
        million of debt outstanding under the Partnership's
        Subordinated Credit Facility due January 31, 2009, and current
        derivative assets and liabilities.

                    ABRAXAS PETROLEUM CORPORATION
                            CONSOLIDATING

                         FINANCIAL HIGHLIGHTS
                             (UNAUDITED)

(In thousands except
 per share data):           Three Months Ended September 30, 2008
                        ----------------------------------------------
                         AXAS     AXLP   Consolidating    Consolidated
                         without            Entries
                          AXLP
                        -------- ------- -------------    ------------
Financial Results:
-----------------------
Revenues                 $ 4,913 $24,333     $      --      $   29,246
EBITDA(a)                  2,714  17,417            --          20,131
Cash flow(a)               2,652  14,931            --          17,583
Net income (loss)          1,518  86,859      (17,622)(b)       70,755
Net income per share -
 basic                                                            1.44
Adjusted net income
 (loss), excluding non-                               (c)
 cash change in
 derivative fair value
  and gain associated
  with minority
  interest                 1,518   2,745       (1,451)           2,812
Adjusted net income,
 excluding non-cash
 change in
 derivative fair value
  and gain associated
  with minority
  interest,
 per share - basic                                        $       0.06
Weighted average shares
 outstanding - basic                                            49,043

Production:
-----------------------
Crude oil per day
 (Bopd)                      255   1,264            --           1,519
Natural gas per day
 (Mcfpd)                   2,417  15,660            --          18,077
Crude oil equivalent
 per day (Boepd)             658   3,874            --           4,532
Crude oil equivalent
 (MBoe)                     60.6   356.4            --           417.0

Realized Prices, net of
 realized hedging
 activity:
-----------------------
Crude oil ($ per Bbl)    $111.82 $ 78.40     $      --      $    84.02
Natural gas ($ per Mcf)     8.76    6.37            --            6.69
Crude oil equivalent ($
 per Boe)                  75.57   51.31            --           54.84

Expenses:
-----------------------
Lease operating ($ per
 Boe)                    $ 15.44 $ 10.95     $      --      $    11.60
Production taxes (% of
 oil and gas revenue)       7.6%    9.6%            --            9.2%
General and
 administrative,
 excluding stock-based
 compensation ($ per
 Boe)                      11.20    1.93            --            3.28
Cash interest ($ per
 Boe)                       1.02    6.98            --            6.11
Depreciation, depletion
 and amortization
  ($ per Boe)              14.08   13.90            --           13.92
-----------------------
    (a) See reconciliation of non-GAAP financial measures below.
    (b) Minority interest (53% of the Partnership's net income for the
         period) and the gains attributable to the minority interest
         loss that exceeded the minority interest equity capital in
         the Partnership in Q2 2008.
    (c) Minority interest (53% of the Partnership's net income for the
         period excluding the non-cash change in derivative fair
         value).
    Note: The financial results presented above of AXAS without AXLP
     for the three months ended September 30, 2008 do not include cash
     distributions received from the Partnership in the amount of $2.4
     million attributable to the third quarter of 2008.

                    ABRAXAS PETROLEUM CORPORATION
                            CONSOLIDATING

                         FINANCIAL HIGHLIGHTS
                             (UNAUDITED)

(In thousands except per
 share data):                Nine Months Ended September 30, 2008
                         ---------------------------------------------
                          AXAS     AXLP   Consolidating   Consolidated
                          without            Entries
                           AXLP
                         -------- ------- -------------   ------------
Financial Results:
------------------------
Revenues                  $14,246 $71,593      $     --       $ 85,839
EBITDA(a)                   8,319  52,855            --         61,174
Cash flow(a)                8,337  45,540            --         53,877
Net income (loss)           4,931 (1,811)           956(b)       4,076
Net income per share -
 basic                                                        $   0.08
Adjusted net income                                    (c)
 (loss), excluding
 non-cash change in
  derivative fair value     4,931  14,667       (7,744)         11,854
Adjusted net income,
 excluding non-cash
 change in derivative
  fair value, per share
  - basic                                                     $   0.24
Weighted average shares
 outstanding - basic                                            48,955

Production:
------------------------
Crude oil per day (Bopd)      252   1,220            --          1,472
Natural gas per day
 (Mcfpd)                    2,342  15,414            --         17,756
Crude oil equivalent per
 day (Boepd)                  643   3,789            --          4,432
Crude oil equivalent
 (Mboe)                     176.1 1,038.1            --        1,214.2

Realized Prices, net of
 realized hedging
 activity:
------------------------
Crude oil ($ per Bbl)     $108.38 $ 81.89      $     --       $  86.43
Natural gas ($ per Mcf)      8.99    7.26            --           7.49
Crude oil equivalent ($
 per Boe)                   75.33   55.91            --          58.73

Expenses:
------------------------
Lease operating ($ per
 Boe)                     $ 11.71 $ 10.13      $     --       $  10.36
Production taxes (% of
 oil and gas revenue)        6.3%    9.0%            --           8.6%
General and
 administrative,
 excluding stock-based
 compensation ($ per
 Boe)                       13.55    1.69            --           3.41
Cash interest (income)
 ($ per Boe)               (0.10)    7.05            --           6.01
Depreciation, depletion
 and amortization
  ($ per Boe)               13.45   14.00            --          13.92
------------------------
    (a) See reconciliation of non-GAAP financial measures below.
    (b) Minority interest (53% of the Partnership's net loss for the
         period).
    (c) Minority interest (53% of the Partnership's net income for the
         period excluding the non-cash change in derivative fair
         value).
    Note: The financial results presented above of AXAS without AXLP
     for the nine months ended September 30, 2008 do not include cash
     distributions received from the Partnership in the amount of $6.8
     million attributable to the first, second and third quarters of
     2008.

                    ABRAXAS PETROLEUM CORPORATION
                            CONSOLIDATING

                          BALANCE SHEET DATA
                             (UNAUDITED)

(In thousands)                       September 30, 2008
                       -----------------------------------------------
                        AXAS     AXLP    Consolidating    Consolidated
                        without             Entries
                         AXLP
                       -------- ------- --------------    ------------

Cash                   $  5,056  $1,017 $           --        $  6,073
Working capital (a)     (7,643)   9,371             --           1,728
Property and equipment
 - net                   54,900 218,038             --         272,938
Total assets            100,709 233,477       (34,034)(b)      300,152

Long-term debt            4,945 125,600             --         130,545
Stockholders' equity                                  (b)
 (deficit)               63,528  33,757       (36,259)          61,026
Common shares
 outstanding                                                    49,258
   (a) Excludes current maturities of long-term debt, including $40.0
        million of debt outstanding under the Partnership's
        Subordinated Credit Facility due January 31, 2009, and current
        derivative assets and liabilities.
   (b) Includes the minority interest share of basis in the
        Partnership.

                    ABRAXAS PETROLEUM CORPORATION
                             CONSOLIDATED

                       STATEMENTS OF OPERATIONS
                             (UNAUDITED)

(In thousands except per share    Three Months Ended Nine Months Ended
 data)                              September 30,      September 30,
                                  ------------------ -----------------
                                    2008      2007     2008     2007
                                  --------  -------- -------- --------

Revenues:
   Oil and gas production
    revenues                      $ 28,910  $ 10,959 $ 84,856 $ 35,151
   Rig revenues                        333       443      968    1,082
   Other                                 3         2       15        5
                                  --------  -------- -------- --------
                                    29,246    11,404   85,839   36,238
Operating costs and expenses:
   Lease operating                   4,837     1,971   12,580    5,792
   Production taxes                  2,670       819    7,299    3,023
   Depreciation, depletion, and
    amortization                     5,806     3,611   16,904   10,867
   Rig operations                      241       199      644      572
   General and administrative
    (including stock-based
    compensation of $400, $204,
     $1,297 and $748)                1,767     1,156    5,439    3,739
                                  --------  -------- -------- --------
                                    15,321     7,756   42,866   23,993
                                  --------  -------- -------- --------
Operating income                    13,925     3,648   42,973   12,245

Other (income) expense:
   Interest income                    (47)     (167)    (174)    (234)
   Interest expense                  3,033       699    8,171    7,634
   Amortization of deferred
    financing fees                     281        62      748      609
   Loss (gain) on derivative
    contracts (unrealized of
    $(84,114), $(690), $16,478
     and $(2,506))                (78,069)   (2,263)   30,024  (3,953)
   Loss on debt extinguishment          --        --       --    6,455
   Gain on sale of assets               --        --       -- (59,335)
   Other                               350        --    1,084       --
                                  --------  -------- -------- --------
                                  (74,452)   (1,669)   39,853 (48,824)
                                  --------  -------- -------- --------
Income before income tax and
 minority interest                  88,377     5,317    3,120   61,069
   Income tax expense                   --        --       --      715
                                  --------  -------- -------- --------
Income before minority interest     88,377     5,317    3,120   60,354
   Minority interest (a)          (17,622)   (2,319)      956    (859)
                                  --------  -------- -------- --------
Net income                        $ 70,755  $  2,998 $  4,076 $ 59,495
                                  ========  ======== ======== ========

                                  --------  -------- -------- --------
Net income per common share -
 basic                            $   1.44  $   0.06 $   0.08 $   1.31
                                  ========  ======== ======== ========
Net income per common share -
 diluted                          $   1.43  $   0.06 $   0.08 $   1.30
                                  ========  ======== ======== ========

Weighted average shares
 outstanding:
   Basic                            49,043    48,814   48,955   45,524
   Diluted                          49,398    48,941   49,424   45,870
   (a) Includes the minority interest share (53%) of the net income
        (loss) of the Partnership and includes any gains attributable
        to the minority interest loss that exceeded the minority
        interest equity capital in the Partnership in Q2 2008.

                    ABRAXAS PETROLEUM CORPORATION
                            CONSOLIDATING

                       STATEMENTS OF OPERATIONS
                             (UNAUDITED)

(In thousands except per
 share data)                 Three Months Ended September 30, 2008
                         ---------------------------------------------
                          AXAS      AXLP    Consolidating Consolidated
                          without              Entries
                           AXLP
                         -------- --------- ------------- ------------
Revenues:
   Oil and gas
    production revenues   $4,577  $ 24,333      $     --     $ 28,910
   Rig revenues              333        --            --          333
   Other                       3        --            --            3
                         -------- --------- ------------- ------------
                           4,913    24,333            --       29,246
Operating costs and
 expenses:
   Lease operating           935     3,902            --        4,837
   Production taxes          345     2,325            --        2,670
   Depreciation,
    depletion, and
    amortization             853     4,953            --        5,806
   Rig operations            241        --            --          241
   General and
    administrative
    (including stock-
    based
    compensation of $250
     and $150)               928       839            --        1,767
                         -------- --------- ------------- ------------
                           3,302    12,019            --       15,321
                         -------- --------- ------------- ------------
Operating income           1,611    12,314            --       13,925

Other (income) expense:
   Interest income           (45)       (2)           --          (47)
   Interest expense          119     2,914            --        3,033
   Amortization of
    deferred financing
    fees                      10       271            --          281
   Loss (gain) on
    derivative contracts
    (unrealized of $0
     and $(84,114))           --   (78,069)           --      (78,069)
   Other                       9       341            --          350
                         -------- --------- ------------- ------------
                              93   (74,545)           --      (74,452)
                         -------- --------- ------------- ------------
Income before minority
 interest                  1,518    86,859            --       88,377
                         -------- --------- ------------- ------------
   Minority interest (a)      --        --       (17,622)     (17,622)
                         -------- --------- ------------- ------------
Net income (loss)         $1,518  $ 86,859      $(17,622)    $ 70,755
                         ======== ========= ============= ============
                                                             $   1.44
                                                          ------------
Net income per common
 share - basic                                               $   1.43
                                                          ------------
Net income per common
 share - diluted
                                                          ============

Weighted average shares
 outstanding:
   Basic                                                       49,043
   Diluted                                                     49,398
   (a) Includes the minority interest share (53%) of the net income of
        the Partnership and includes any gains attributable to the
        minority interest loss that exceeded the minority interest
        equity capital in the Partnership in Q2 2008.
   Note: The financial results presented above of AXAS without AXLP
    for the three months ended September 30, 2008 do not include cash
    distributions received from the Partnership in the amount of $2.4
    million attributable to the third quarter of 2008.

                    ABRAXAS PETROLEUM CORPORATION
                            CONSOLIDATING

                       STATEMENTS OF OPERATIONS
                             (UNAUDITED)

(In thousands except per
 share data)                  Nine Months Ended September 30, 2008
                          --------------------------------------------
                           AXAS      AXLP   Consolidating Consolidated
                           without             Entries
                            AXLP
                          -------- -------- ------------- ------------
Revenues:
   Oil and gas production
    revenues              $13,263  $71,593     $       --   $  84,856
   Rig revenues               968       --             --         968
   Other                       15       --             --          15
                          -------- -------- ------------- ------------
                           14,246   71,593             --      85,839
Operating costs and
 expenses:
   Lease operating          2,062   10,518             --      12,580
   Production taxes           835    6,464             --       7,299
   Depreciation,
    depletion, and
    amortization            2,368   14,536             --      16,904
   Rig operations             644       --             --         644
   General and
    administrative
    (including stock-
    based
    compensation of $924
     and $373)              3,310    2,129             --       5,439
                          -------- -------- ------------- ------------
                            9,219   33,647             --      42,866
                          -------- -------- ------------- ------------
Operating income            5,027   37,946             --      42,973

Other (income) expense:
   Interest income           (156)     (18)            --        (174)
   Interest expense           190    7,981             --       8,171
   Amortization of
    deferred financing
    fees                       30      718             --         748
   Loss (gain) on
    derivative contracts
    unrealized of $0 and
     $16,478)                  --   30,024             --      30,024
   Other                       32    1,052             --       1,084
                          -------- -------- ------------- ------------
                               96   39,757             --      39,853
                          -------- -------- ------------- ------------
Income (loss) before
 minority interest          4,931   (1,811)            --       3,120
                          -------- -------- ------------- ------------
   Minority interest (a)       --       --            956         956
                          -------- -------- ------------- ------------
Net income (loss)         $ 4,931  $(1,811)    $      956   $   4,076
                          ======== ======== ============= ============

                                                          ------------
Net income per common
 share - basic                                              $   $0.08
                                                          ------------
Net income per common
 share - diluted                                            $   $0.08
                                                          ============

Weighted average shares
 outstanding:
   Basic                                                       48,955
   Diluted                                                     49,424
   (a) Includes the minority interest share (53%) of the net loss of
        the Partnership.
   Note: The financial results presented above of AXAS without AXLP
    for the nine months ended September 30, 2008 do not include cash
    distributions received from the Partnership in the amount of $6.8
    million attributable to the first, second and third quarters of
    2008.

                    ABRAXAS PETROLEUM CORPORATION
            RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

To fully assess Abraxas' operating results, management believes that,
 although not prescribed under generally accepted accounting
 principles ("GAAP"), discretionary cash flow and EBITDA are
 appropriate measures of Abraxas' ability to satisfy capital
 expenditure obligations and working capital requirements. Cash flow
 and EBITDA are non-GAAP financial measures as defined under SEC
 rules. Abraxas' cash flow and EBITDA should not be considered in
 isolation or as a substitute for other financial measurements
 prepared in accordance with GAAP or as a measure of the Company's
 profitability or liquidity. As cash flow and EBITDA exclude some, but
 not all items that affect net income and may vary among companies,
 the cash flow and EBITDA presented below may not be comparable to
 similarly titled measures of other companies. Management believes
 that operating income calculated in accordance with GAAP is the most
 directly comparable measure to cash flow and EBITDA; therefore,
 operating income is utilized as the starting point for these
 reconciliations.

Cash flow is defined as operating income (loss) plus depletion,
 depreciation and amortization expenses, non-cash expenses and cash
 portion of other income (expense) and cash interest. The following
 table provides a reconciliation of cash flow to operating income for
 the periods presented.

                                              CONSOLIDATED

                                  Three Months Ended Nine Months Ended
(In thousands)                      September 30,      September 30,
                                  ------------------ -----------------
                                    2008      2007     2008     2007
                                  --------- -------- -------- --------

Operating income                   $ 13,925  $ 3,648 $ 42,973 $ 12,245
Depreciation, depletion and
 amortization                         5,806    3,611   16,904   10,867
Stock-based compensation                400      204    1,297      748
Cash interest                       (2,548)    (503)  (7,297)  (7,316)
----------------------------------------------------------------------
Cash flow                          $ 17,583  $ 6,960 $ 53,877 $ 16,544
----------------------------------------------------------------------

                                               CONSOLIDATING

                                    Three Months Ended September 30,
(In thousands)                                     2008
                                    ----------------------------------
                                    AXAS without  AXLP    Consolidated
                                        AXLP
                                    ------------ ------- -------------

Operating income                          $1,611 $12,314 $      13,925
Depreciation, depletion, and
 amortization                                853   4,953         5,806
Stock-based compensation                     250     150           400
Cash interest                               (62) (2,486)       (2,548)
----------------------------------------------------------------------
Cash flow                                 $2,652 $14,931 $      17,583
----------------------------------------------------------------------


                                     Nine Months Ended September 30,
 (In thousands)                                    2008
                                    ----------------------------------
                                    AXAS without  AXLP    Consolidated
                                        AXLP
                                    ------------ ------- -------------

Operating income                          $5,027 $37,946 $      42,973
Depreciation, depletion, and
 amortization                              2,368  14,536        16,904
Stock-based compensation                     924     373         1,297
Cash interest                                 18 (7,315)       (7,297)
----------------------------------------------------------------------
Cash flow                                 $8,337 $45,540 $      53,877
----------------------------------------------------------------------
   EBITDA is defined as net income (loss) plus interest expense,
    depletion, depreciation and amortization expenses, deferred income
    taxes and other non-cash items. The following table provides a
    reconciliation of EBITDA to operating income for the periods
    presented - see consolidated statements of operations for a
    reconciliation of net income (loss) to operating income.

                                              CONSOLIDATED

                                  Three Months Ended Nine Months Ended
(In thousands)                      September 30,      September 30,
                                  ------------------ -----------------
                                    2008      2007     2008     2007
                                  ---------  ------- -------- --------

Operating income                   $ 13,925  $ 3,648 $ 42,973 $ 12,245
Depreciation, depletion and
 amortization                         5,806    3,611   16,904   10,867
Stock-based compensation                400      204    1,297      748
----------------------------------------------------------------------
EBITDA                             $ 20,131  $ 7,463 $ 61,174 $ 23,860
----------------------------------------------------------------------

                                             CONSOLIDATING

(In thousands)                   Three Months Ended September 30, 2008
                                 -------------------------------------
                                 AXAS without    AXLP    Consolidated
                                      AXLP
                                 ------------- --------- -------------

Operating income                     $   1,611 $  12,314   $    13,925
Depreciation, depletion, and
 amortization                              853     4,953         5,806
Stock-based compensation                   250       150           400
----------------------------------------------------------------------
EBITDA                               $   2,714 $  17,417   $    20,131
----------------------------------------------------------------------


(In thousands)                   Nine Months Ended September 30, 2008
                                 -------------------------------------
                                 AXAS without    AXLP    Consolidated
                                      AXLP
                                 ------------- --------- -------------

Operating income                     $   5,027 $  37,946   $    42,973
Depreciation, depletion, and
 amortization                            2,368    14,536        16,904
Stock-based compensation                   924       373         1,297
----------------------------------------------------------------------
EBITDA                               $   8,319 $  52,855   $    61,174
----------------------------------------------------------------------
   This release also includes a discussion of "adjusted net income
    (loss), excluding non-cash change in derivative fair value and
    loss associated with minority interest", which is a non-GAAP
    financial measure as defined under SEC rules. The following table
    provides a reconciliation of adjusted net income (loss), excluding
    non-cash change in derivative fair value and loss associated with
    minority interest, to net income (loss) for the periods presented.
    Management believes that net income (loss) calculated in
    accordance with GAAP is the most directly comparable measure to
    adjusted net income (loss), excluding non-cash change in
    derivative fair value and loss associated with minority interest.

                                              CONSOLIDATED

                                 Three Months Ended Nine Months Ended
(In thousands)                     September 30,      September 30,
                                 ------------------ ------------------
                                   2008       2007   2008       2007
                                 --------    ------ -------    -------

Net income                        $70,755    $2,998 $ 4,076    $59,495
Gain associated with minority
 interest                        (28,241)(a)     --      --         --
Loss (gain) on unrealized
 derivative contracts            (39,702)(b)  (326)   7,778(b) (1,183)
----------------------------------------------------------------------
Adjusted net income, excluding
 non-cash change in
 derivative fair value and gain
 associated with minority
  interest                        $ 2,812    $2,672 $11,854    $58,312
----------------------------------------------------------------------
Net income per share - basic         1.44      0.06    0.08       1.31
----------------------------------------------------------------------
Adjusted net income, excluding
 non-cash change in
 derivative fair value and gain
  associated with minority
 interest, per share - basic      $  0.06    $ 0.05 $  0.24    $  1.28
----------------------------------------------------------------------
   (a)  Gain attributable to the minority interest loss in Q2 2008
         that exceeded the minority interest equity capital in the
         Partnership.
   (b)  Abraxas' share (47%) of the Partnership's unrealized loss
         (gain) on derivative contracts for the period.

                                        CONSOLIDATING

(In thousands)              Three Months Ended September 30, 2008
                       -----------------------------------------------
                        AXAS      AXLP   Consolidating    Consolidated
                        without             Entries
                         AXLP
                       -------- -------- -------------    ------------

Net income (loss)      $  1,518 $ 86,859     $(17,622)(a)  $    70,755
Gain associated with
 minority interest           --       --      (28,241)(b)     (28,241)
Loss (gain) on
 unrealized derivative
 contracts                   -- (84,114)        44,412(c)     (39,702)
----------------------------------------------------------------------
Adjusted net income
 (loss), excluding
 non-cash change in
 derivative fair value
  and gain
 associated with
  minority interest    $  1,518 $  2,745     $ (1,451)     $     2,812
----------------------------------------------------------------------
Net income per share -
 basic                                                     $      1.44
----------------------------------------------------------------------
Adjusted net income,
 excluding non-cash
 change in
 derivative fair value
  and gain associated
 with minority
  interest, per share
  - basic                                                  $      0.06
----------------------------------------------------------------------


(In thousands)              Nine Months Ended September 30, 2008
                       -----------------------------------------------
                        AXAS      AXLP   Consolidating    Consolidated
                        without             Entries
                         AXLP
                       -------- -------- -------------    ------------

Net income (loss)      $  4,931 $(1,811)     $     956(a)  $     4,076
Loss (gain) on
 unrealized derivative
 contracts                   --   16,478       (8,700)(c)        7,778
----------------------------------------------------------------------
Adjusted net income
 (loss), excluding
 non-cash change in
  derivative fair
  value                $  4,931 $ 14,667     $ (7,744)     $    11,854
----------------------------------------------------------------------
Net income per share -
 basic                                                     $      0.08
----------------------------------------------------------------------
Adjusted net income,
 excluding
 non-cash change in
  derivative fair
 value, per share -
  basic                                                    $      0.24
----------------------------------------------------------------------
   (a) Minority interest (53% of the Partnership's net income (loss)
        for the period).
   (b) Gain attributable to the minority interest loss in Q2 2008 that
        exceeded the minority interest equity capital in the
        Partnership.
   (c) Minority interest share (53%) of the Partnership's unrealized
        loss (gain) on derivative contracts for the period.

Source: Abraxas Petroleum Corporation


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