Pioneer Southwest Energy Partners L.P. Reports Third Quarter 2009 Results

November 3, 2009 5:12 PM EST

DALLAS--(BUSINESS WIRE)-- Pioneer Southwest Energy Partners L.P. ("Pioneer Southwest" or "the Partnership") (NYSE: PSE) today announced financial and operating results for the quarter ended September 30, 2009. The Partnership acquired assets and liabilities from a subsidiary of Pioneer Natural Resources Company in August 2009, which represents a transaction between entities under common control under generally accepted accounting standards. As a result, the following financial and operating results of the Partnership for the third quarter and nine-month periods include the results of the acquired assets as if the Partnership had acquired the assets at the beginning of the periods presented.

Net income for the third quarter was $25 million, of which $29 million, or $.96 per common unit, was attributable to the Partnership, offset by a loss of $4 million attributable to the acquired assets prior to the acquisition date of August 31, 2009. Net income attributable to the Partnership included noncash mark-to-market derivative gains of $7 million. Without the effect of this item, adjusted income applicable to the Partnership for the third quarter would have been $22 million, or $.74 per common unit. Cash flow from operating activities for the period was $25 million.

Oil and gas sales for the third quarter averaged 5,853 barrels oil equivalent per day (BOEPD). Third quarter oil sales averaged 3,482 barrels per day (BPD), natural gas liquid (NGL) sales averaged 1,333 BPD, and gas sales averaged 6 million cubic feet per day (MMCFPD).

The third quarter average price for oil was $109.61 per barrel. The price for NGLs was $45.42 per barrel, and the price for gas was $5.05 per thousand cubic feet. The average prices reported for the third quarter benefitted from the Partnership's attractive commodity derivative position.

The Partnership acquired Spraberry properties from a subsidiary of Pioneer Natural Resources Company on August 31, 2009 at a price of $171.2 million, before customary purchase price adjustments. The properties included proved reserves of 18.9 million barrels of oil equivalent (BOE), production of approximately 1,300 BOEPD, 170 forty-acre drilling locations and 250 twenty-acre locations. Also included in the acquisition were certain derivative positions.

The Partnership commenced a two-rig drilling program in early November and expects to drill 50 to 60 wells through 2010. As a result, 2010 production is forecasted to grow by more than 15% compared to 2009, with operating cash flow increasing by approximately 35% in 2010, resulting in an improved distribution coverage ratio. The drilling program is expected to generate internal rates of return of approximately 50%.

Current liquidity of $140 million under the Partnership's credit facility is expected to be adequate to fund future growth through drilling and acquisitions.

Pioneer Southwest previously announced a cash distribution of $15 million, or $.50 per outstanding common unit, for the quarter ended September 30, 2009. The distribution is payable November 12, 2009 to holders of record at the close of business on November 5, 2009. Distribution sustainability and growth potential are supported by significant derivative positions through 2013 (derivative contracts cover approximately 85% through 2010, 75% in 2011 and 2012, and 60% in 2013 of the Partnership's forecasted production for those periods).

Financial Outlook

Fourth quarter 2009 production is forecasted to average 5,600 BOEPD to 5,900 BOEPD. Fourth quarter production costs (including production and ad valorem taxes) are expected to average $20.00 to $23.00 per BOE based on current NYMEX strip prices for oil, NGLs and gas. Depreciation, depletion and amortization expense is expected to average $5.00 to $6.00 per BOE based on the new SEC reserve pricing methodology that is expected to be implemented during the fourth quarter of 2009.

General and administrative expense is expected to be $1 million to $2 million. Interest expense is expected to be $500,000 to $700,000. Accretion of discount on asset retirement obligations is forecasted to be nominal.

Pioneer Southwest's fourth quarter cash taxes and effective income tax rate are expected to be approximately 1% as a result of Pioneer Southwest being subject to the Texas margin tax.

Earnings Conference Call

On Wednesday, November 4 at 11:00 a.m. Central Time, Pioneer Southwest will discuss its financial and operating results with an accompanying presentation. The call will be webcast on Pioneer Southwest's website, www.pioneersouthwest.com. The presentation will be available on the website for preview in advance of the call. At the website, select 'INVESTORS' at the top of the page. For those who cannot listen to the live webcast, a replay will be available shortly thereafter. Or you may choose to dial (888) 378-4350 (confirmation code: 1552499) to listen by telephone and view the accompanying presentation at the website above. A telephone replay will be available by dialing (888) 203-1112 (confirmation code: 1552499).

Pioneer Southwest is a Delaware limited partnership headquartered in Dallas. Pioneer Natural Resources formed Pioneer Southwest to own and acquire oil and gas assets in its area of operations. This area includes onshore Texas and eight counties in the southeast region of New Mexico. For more information, visit Pioneer Southwest's website at www.pioneersouthwest.com.

Except for historical information contained herein, the statements in this News Release are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements and the business prospects of Pioneer Southwest are subject to a number of risks and uncertainties that may cause Pioneer Southwest's actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties include, among other things, volatility of commodity prices, the effectiveness of Pioneer Southwest's commodity price derivative strategy, reliance on Pioneer Natural Resources Company and its subsidiaries to manage Pioneer Southwest's business and identify and evaluate acquisitions, product supply and demand, competition, the ability to obtain environmental and other permits and the timing thereof, other government regulation or action, the ability to obtain approvals from third parties and negotiate agreements with third parties on mutually acceptable terms, litigation, the costs and results of drilling and operations, access to and availability of drilling equipment and transportation, processing and refining facilities, Pioneer Southwest's ability to replace reserves, including through acquisitions, and implement its business plans or complete its development activities as scheduled, uncertainties associated with acquisitions, access to and cost of capital, the financial strength of counterparties to Pioneer Southwest's credit facility and derivative contracts and the purchasers of Pioneer Southwest's oil, NGL and gas production, uncertainties about estimates of reserves, the assumptions underlying production forecasts, quality of technical data and environmental and weather risks. These and other risks are described in Pioneer Southwest's 10-K and 10-Q Reports and other filings with the Securities and Exchange Commission. In addition, Pioneer Southwest may be subject to currently unforeseen risks that may have a materially adverse impact on it. Pioneer Southwest undertakes no duty to publicly update these statements except as required by law.


PIONEER SOUTHWEST ENERGY PARTNERS L.P.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

                                               September 30,   December 31,

                                               2009            2008

ASSETS

Current assets:

Cash and cash equivalents                      $ 6,032         $ 29,936

Accounts receivable                              12,342          12,606

Inventories                                      1,018           1,941

Prepaid expenses                                 381             105

Derivatives                                      27,167          51,261

Total current assets                             46,940          95,849

Property, plant and equipment, at cost:

Oil and gas properties, using the successful     305,688         305,075
efforts method of accounting

Accumulated depletion, depreciation and          (110,436 )      (100,370 )
amortization

Total property, plant and equipment              195,252         204,705

Deferred income taxes                            1,806           -

Other assets:

Derivatives                                      34,603          65,804

Other, net                                       652             806

                                               $ 279,253       $ 367,164

LIABILITIES AND PARTNERS' EQUITY

Current liabilities:

Accounts payable:

Trade                                          $ 6,995         $ 5,824

Due to affiliates                                2,042           5,968

Interest payable                                 110             -

Income taxes payable to affiliate                371             492

Deferred income taxes                            307             521

Derivatives                                      951             -

Asset retirement obligations                     715             99

Total current liabilities                        11,491          12,904

Long-term debt                                   135,000         -

Derivatives                                      4,828           -

Deferred income taxes                            -               101

Asset retirement obligations                     5,337           6,328

Partners' equity                                 122,597         347,831

                                               $ 279,253       $ 367,164




PIONEER SOUTHWEST ENERGY PARTNERS L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for per unit data)

                 Three Months Ended         Nine Months Ended

                 September 30,              September 30,

                 2009          2008         2009          2008

Revenues:

Oil              $ 35,107      $ 41,472     $ 95,887      $ 120,177

Natural gas        5,571         7,091        15,399        19,904
liquids

Gas                2,896         4,188        8,891         12,145

Interest and       35            24           209           33
other

                   43,609        52,775       120,386       152,259

Costs and
expenses:

Oil and gas        8,754         10,619       25,262        29,130
production

Production and
ad valorem         2,596         3,881        7,327         11,330
taxes

Depletion,
depreciation       2,885         2,882        10,066        8,108
and
amortization

General and        1,145         1,431        3,786         4,822
administrative

Accretion of
discount on
asset              121           36           363           108
retirement
obligations

Interest           348           193          728           429

Derivative         2,461         -            34,921        -
loss, net

Other, net         252           291          252           291

                   18,562        19,333       82,705        54,218

Income before      25,047        33,442       37,681        98,041
taxes

Income tax         (111   )      (401   )     (229    )     (1,078  )
provision

Net income       $ 24,936      $ 33,041     $ 37,452      $ 96,963

Allocation of
net income:
(a)

Net income
(loss)
applicable to    $ (3,860 )    $ 8,654      $ (1,598  )   $ 56,690
the
Partnership
Predecessor

Net income
applicable to      28,796        24,387       39,050        40,273
the
Partnership

                 $ 24,936      $ 33,041     $ 37,452      $ 96,963

Allocation of
net income
applicable to
the
Partnership:

Applicable to
the general      $ 29          $ 24         $ 39          $ 40
partner's
interest

Applicable to
the limited        28,767        24,363       39,011        40,233
partners'
interest

                 $ 28,796      $ 24,387     $ 39,050      $ 40,273

Net income per
common unit -    $ 0.96        $ 0.81       $ 1.30        $ 1.34
basic and
diluted

Weighted
average common
units              30,009        30,009       30,009        30,009
outstanding -
basic and
diluted

(a) The following table provides the composition of the historic
accounting attributes of the Partnership, as combined with the
Partnership Predecessor:

                 Prior to      May 6, 2008 through        Subsequent to

                 May 6, 2008   August 31, 2009            August 31, 2009

2008             Partnership   Partnership                Partnership
acquisitions     Predecessor

2009             Partnership   Partnership Predecessor    Partnership
acquisition      Predecessor




PIONEER SOUTHWEST ENERGY PARTNERS L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

                        Three Months Ended           Nine Months Ended

                        September 30,                September 30,

                        2009           2008          2009           2008

Cash flows from
operating activities:

Net income              $ 24,936       $ 33,041      $ 37,452       $ 96,963

Adjustments to
reconcile net income
to net cash provided
by operating
activities:

Depletion,
depreciation and          2,885          2,882         10,066         8,108
amortization

Deferred income taxes     (61      )     69            (198     )     125

Accretion of discount
on asset retirement       121            36            363            108
obligations

Amortization of debt      45             58            153            97
issuance costs

Derivative related        (5,431   )     (4,259  )     19,002         (7,083   )
activity

Change in operating
assets and
liabilities, net of
effects from
acquisition and
disposition:

Accounts receivable       97             5,237         264            1,076

Inventories               (213     )     (237    )     923            (238     )

Prepaid expenses          (261     )     101           (276     )     (184     )

Accounts payable          3,933          (225    )     (2,426   )     12,410

Interest payable          110            -             110            -

Income taxes payable      (339     )     255           (121     )     (252     )
to affiliate

Asset retirement          (349     )     (79     )     (738     )     (171     )
obligations

Net cash provided by      25,473         36,879        64,574         110,959
operating activities

Cash flows from
investing activities:

Payments for
acquisition of            (54,674  )     (296    )     (54,674  )     (140,836 )
carrying value

Additions to oil and      (261     )     (6,851  )     (939     )     (14,128  )
gas properties

Net cash used in          (54,935  )     (7,147  )     (55,613  )     (154,964 )
investing activities

Cash flows from
financing activities:

Borrowings under          138,000        -             138,000        -
credit facility

Principal payments on     (3,000   )     -             (3,000   )     -
credit facility

Proceeds from
issuance of common        -              -             -              163,045
units, net

Partner contributions     -              -             -              24

Payments for
acquisition in excess     (114,950 )     296           (114,950 )     (22,233  )
of carrying value

Payment of financing      -              -             -              (960     )
fees

Distributions to
general partner and       (15,019  )     (9,312  )     (45,059  )     (9,312   )
common unitholders

Net distributions to      (3,799   )     (4,412  )     (7,856   )     (57,795  )
owner

Net cash provided by
(used in) financing       1,232          (13,428 )     (32,865  )     72,769
activities

Net increase
(decrease) in cash        (28,230  )     16,304        (23,904  )     28,764
and cash equivalents

Cash and cash
equivalents,              34,262         12,461        29,936         1
beginning of period

Cash and cash
equivalents, end of     $ 6,032        $ 28,765      $ 6,032        $ 28,765
period




PIONEER SOUTHWEST ENERGY PARTNERS L.P.

UNAUDITED SUMMARY PRODUCTION AND PRICE DATA

                                  Three Months Ended    Nine months ended

                                  September 30,         September 30,

                                  2009       2008       2009      2008

Average Daily Sales Volumes:

Oil (Bbls) -                        3,482      3,812      3,699     3,956

Natural gas liquids (Bbls) -        1,333      1,394      1,431     1,437

Gas (Mcf) -                         6,229      5,818      6,315     6,105

Total (BOE) -                       5,853      6,176      6,183     6,410

Average Reported Prices:

Oil (per Bbl) -                   $ 109.61   $ 118.24   $ 94.96   $ 110.86

Natural gas liquids (per Bbl) -   $ 45.42    $ 55.30    $ 39.41   $ 50.57

Gas (per Mcf) -                   $ 5.05     $ 7.82     $ 5.16    $ 7.26

Total (BOE) -                     $ 80.93    $ 92.84    $ 71.20   $ 86.67




PIONEER SOUTHWEST ENERGY PARTNERS L.P.

UNAUDITED SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES (a)

(in thousands)

EBITDAX and distributable cash flow (as defined below) are presented herein and
reconciled to the generally accepted accounting principle ("GAAP") measures of
net cash provided by operating activities and net income. Management of Pioneer
Southwest Energy Partners L.P. believes these financial measures provide
additional information to the investment community about the Partnership's
ability to generate sufficient cash flow to sustain or increase distributions to
its unitholders, among other items. In particular, EBITDAX is used in the
Partnership's credit facility to determine the interest rate that we will pay on
outstanding borrowings and to determine compliance with the leverage and
interest coverage tests. EBITDAX and distributable cash flow should not be
considered as alternatives to net cash provided by operating activities or net
income, as defined by GAAP.

                                 Three Months Ended       Nine Months Ended

                                 September 30, 2009 (a)   September 30, 2009 (a)

     Net cash provided by        $ 25,473                 $ 64,574
     operating activities

     Deduct:

     Depletion, depreciation       (2,885 )                 (10,066 )
     and amortization

     Deferred income taxes         61                       198

     Accretion of discount on
     asset retirement              (121   )                 (363    )
     obligations

     Amortization of debt          (45    )                 (153    )
     issuance costs

     Derivative related            5,431                    (19,002 )
     activity

     Changes in operating          (2,978 )                 2,264
     assets and liabilities

     Net income                    24,936                   37,452

     Add:

     Depletion, depreciation       2,885                    10,066
     and amortization

     Accretion of discount on
     asset retirement              121                      363
     obligations

     Interest expense              348                      728

     Income tax provision          111                      229

     Derivative related            (5,431 )                 19,002
     activity

     EBITDAX (b)                   22,970                   67,840

     Deduct:

     Cash reserves to maintain     (6,368 )                 (16,144 )
     production and cash flow

     Cash interest expense         (303   )                 (575    )

     Cash income taxes             (172   )                 (427    )

     Distributable cash flow     $ 16,127                 $ 50,694
     (c)

     Distributable cash flow is calculated for the Partnership and its activity
(a)  for the three and nine months ended September 30, 2009. The calculation
     above and the balances shown represent the activity of the Partnership,
     including the Partnership Predecessor data.

     "EBITDAX" represents earnings before depletion, depreciation and
(b)  amortization expense; accretion of discount on asset retirement
     obligations; interest expense; income taxes and noncash commodity
     derivative related activity.

     Distributable cash flow equals EBITDAX less the Partnership's estimated
(c)  cash reserves to maintain production and cash flow, cash interest expense
     and cash income taxes.




PIONEER SOUTHWEST ENERGY PARTNERS L.P.

SUPPLEMENTAL INFORMATION

Open Commodity Derivative Positions as of November 3, 2009 (a)

                          2009

                          Fourth

                          Quarter     2010        2011       2012       2013

Average Daily Oil
Production Associated
with Derivatives:

     Swap Contracts:

     Volume (Bbl)           3,250       2,500       750        3,000      3,000

     NYMEX price (Bbl)    $ 92.36     $ 93.34     $ 77.25    $ 79.32    $ 81.02

     Collar Contracts:

     Volume (Bbl)           -           -           2,000      -          -

     NYMEX price (Bbl):

     Ceiling              $ -         $ -         $ 170.00   $ -        $ -

     Floor                $ -         $ -         $ 115.00   $ -        $ -

     Collar Contracts
     with Short Puts:

     Volume (Bbl)           -           1,000       1,000      1,000      1,000

     NYMEX price (Bbl):

     Ceiling              $ -         $ 87.75     $ 99.60    $ 103.50   $ 111.50

     Floor                $ -         $ 70.00     $ 70.00    $ 80.00    $ 83.00

     Short Put            $ -         $ 55.00     $ 55.00    $ 65.00    $ 68.00

     Percent of total     ~90%        ~90%        ~90%       ~90%       ~85%
     oil production (b)

Average Daily Natural
Gas Liquid Production
Associated with
Derivatives:

     Swap Contracts:

     Volume (Bbl)           750         750         750        750        -

     Blended index        $ 53.80     $ 52.52     $ 34.65    $ 35.03    $ -
     price (Bbl) (c)

     Percent of total     ~55%        ~55%        ~55%       ~50%         N/A
     NGL production (b)

Average Daily Gas
Production Associated
with Derivatives:

     Swap Contracts:

     Volume (MMBtu)         5,000       5,000       2,500      2,500      2,500

     NYMEX price          $ 7.00      $ 7.44      $ 6.65     $ 6.77     $ 6.89
     (MMBtu) (d)

     Percent of total     ~90%        ~90%        ~45%       ~40%       ~40%
     gas production (b)

     Basis Swap
     Contracts:

     Permian Basin
     index swaps            2,500       2,500       -          -          -
     (MMBtu) (e)

     Price differential   $ (1.00 )   $ (0.87 )   $ -        $ -        $ -
     ($/MMBtu)

     Effective February 1, 2009, Pioneer Southwest Energy Partners L.P. ceased
(a)  accounting for commodity derivatives as hedges on a prospective basis.
     Changes in derivative values since February 1, 2009 are recorded as
     derivative gains or losses.

(b)  Represents percentage of forecasted production, which may differ from
     percentage of actual production.

(c)  Represents the blended Mont Belvieu index prices per Bbl.

(d)  Approximate NYMEX Henry Hub index price based on the differential to the
     index price on the derivative trade date.

     Represents swaps that fix the basis differentials between the Permian Basin
(e)  index at which the Partnership sells its gas and NYMEX Henry Hub index
     prices.




PIONEER SOUTHWEST ENERGY PARTNERS L.P.

UNAUDITED SUPPLEMENTAL INFORMATION

Derivative Losses, Net

(in thousands)

                                         Three Months         Nine Months

                                         Ended                Ended

                                         September 30, 2009   September 30, 2009

     Noncash mark-to-market changes
     (a):

     Oil derivative (gain) loss          $ (5,380 )           $ 25,164

     NGL derivative loss                   2,485                4,502

     Gas derivative loss                   1,310                993

     Total noncash derivative (gains)      (1,585 )             30,659
     losses, net

     Cash settlements:

     Oil derivative loss                   3,834                4,513

     NGL derivative loss                   433                  390

     Gas derivative gain                   (221   )             (641   )

     Total cash derivative losses, net     4,046                4,262

     Total derivative losses, net        $ 2,461              $ 34,921

(a)  Includes $5.2 million of noncash mark-to-market net loss attributable to
     the Partnership Predecessor.

Deferred Gains on Discontinued Commodity Hedges as of September 30, 2009

(in thousands)

                       2009

                       Fourth

                       Quarter           2010                 2011

     Commodity hedge
     gains (a):

     Oil               $ 14,143          $ 37,100             $ 36,489

     NGL                 2,090             6,688                -

     Gas                 1,491             2,893                -

     Total             $ 17,724          $ 46,681             $ 36,489

(a)  Deferred commodity hedge gains will be amortized as increases to oil and
     gas revenues during the indicated future periods.




PIONEER SOUTHWEST ENERGY PARTNERS L.P.

UNAUDITED SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES

(in millions, except per unit data)

Income adjusted for unrealized mark-to-market derivative gains, as presented in
this press release, is presented and reconciled to the Partnership's net income
determined in accordance with GAAP because the Partnership believes that this
non-GAAP financial measure reflects an additional way of viewing aspects of the
Partnership's business that, when viewed together with its financial results
computed in accordance with GAAP, provides a more complete understanding of
factors and trends affecting its historical financial performance and future
operating results, greater transparency of underlying trends and greater
comparability of results across periods. In addition, management believes that
this non-GAAP measure may enhance investors' ability to assess the Partnership's
historical and future financial performance. This non-GAAP financial measure is
not intended to be a substitute for the comparable GAAP measure and should be
read only in conjunction with the Partnership's consolidated financial
statements prepared in accordance with GAAP. Unrealized mark-to-market
derivative gains and losses are of a type that will recur in future periods;
however, the amount can vary significantly from period to period. The table
below reconciles the Partnership's net income for the three months ended
September 30, 2009, as determined in accordance with GAAP, to adjusted income
excluding unrealized mark-to-market gains for that quarter.

                                                          After-tax   Per Common

                                                          Amounts     Unit

Net income                                                $ 25

Net loss attributable to Partnership Predecessor            4

Net income applicable to the Partnership                    29        $ 0.96

Unrealized mark-to-market derivative gain applicable to     (7 )        (0.22 )
the Partnership

Adjusted income excluding unrealized mark-to-market       $ 22        $ 0.74
gains




    Source: Pioneer Southwest Energy Partners L.P.


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