UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 10, 2015
 
 
NEW SOURCE ENERGY PARTNERS L.P.
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-35809
38-3888132
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
914 North Broadway, Suite 230
Oklahoma City, Oklahoma 73102
(405) 272-3028
(Address of Principal Executive Offices, Including Zip Code)
Not Applicable.
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))










ITEM 2.02    Results of Operations and Financial Condition.
On August 10, 2015, New Source Energy Partners L.P. (the “Partnership”) issued a press release announcing financial and operating results for the quarter ended June 30, 2015. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01     Financial Statements and Exhibits.    
(d) Exhibits
99.1
 
Press Release dated August 10, 2015





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
New Source Energy Partners L.P.
 
 
 
 
 
 
 
 
By:
New Source Energy GP, LLC, its general partner
 
 
 
 
 
 
 
 
 
 
Dated:
August 10, 2015
 
By:
/s/ Kristian B. Kos
 
 
 
Name:
Kristian B. Kos
 
 
 
Title:
Chairman and Chief Executive Officer





EXHIBIT INDEX
Exhibit No.
 
Description of Exhibit
99.1
 
Press Release dated August 10, 2015







Exhibit 99.1
FOR IMMEDIATE RELEASE
NEW SOURCE ENERGY PARTNERS REPORTS SECOND QUARTER 2015 RESULTS; REVISES GUIDANCE

OKLAHOMA CITY, OKLAHOMA, August 10, 2015 - New Source Energy Partners L.P., a Delaware limited partnership (NYSE: NSLP) (the “Partnership” or “New Source”), today announced financial and operating results for the quarter ended June 30, 2015.

Second Quarter and Year to Date 2015 Results Summary
Total revenue of approximately $24.1 million in the second quarter 2015 and approximately $62.2 million for the six months ended June 30, 2015
Adjusted EBITDA of approximately $6.0 million in the second quarter 2015 and approximately $12.1 million for the six months ended June 30, 2015
Distributable Cash Flow ("DCF") of approximately $4.9 million in the second quarter 2015 and approximately $8.8 million for the six months ended June 30, 2015
Impairment of oil and natural gas properties of $32.9 million in the second quarter of 2015 and $76.0 million for the six months ended June 30, 2015
Impairment of Oilfield Services goodwill and intangible assets of $66.8 million in the second quarter of 2015 and the six months ended June 30, 2015

Management Commentary
"In the second quarter, the Partnership continued to feel the effects of the depressed commodity price environment across both our E&P and OFS segments," said Kristian Kos, Chairman and CEO. "We expect these conditions to persist in the back half of 2015. While our distribution coverage ratio for the second quarter would have been over one times covered, the Board of Directors made the decision to suspend the Partnership's quarterly cash distribution on its common units. Despite the negative effect to the price of our common units, we believe the decision to suspend the distribution was prudent, given what could be an extended downturn in the industry. Our management team continues to work to reduce costs and explore financing strategies, including potentially monetizing a portion of our OFS business, with a view toward higher commodity prices in 2016."








Exploration and Production Operational Results
The following table reflects production, pricing and cost for the Exploration and Production ("E&P") division for the periods presented below.

 
Three Months Ended
 
Six Months Ended
 
June
 30,
 
March
31,
 
June
30,
June 30,
 
2015
 
2015
 
2014
 
2015
 
2014
Production volumes:
 
 
 
 
 
 
 
 
 
Oil (Bbls)
36,083

 
37,561

 
43,625

 
73,644

 
84,306

Natural gas (Mcf)
531,216

 
736,758

 
927,828

 
1,267,974

 
1,916,044

NGLs (Bbls)
172,722

 
189,689

 
241,695

 
362,411

 
447,278

Total production volumes (Boe)
297,341

 
350,043

 
439,958

 
647,384

 
850,925

      Average daily volumes (Boe)
3,267

 
3,889

 
4,835

 
3,577

 
4,701

 
 
 
 
 
 
 
 
 
 
Average price:
 
 
 
 
 
 
 
 
 
Oil (per Bbl)
$
45.67

 
$
45.05

 
$
100.91

 
$
45.35

 
$
99.02

Natural gas (per Mcf)
2.64

 
2.50

 
4.15

 
2.56

 
4.81

NGL (per Bbl)
13.13

 
15.98

 
35.03

 
14.62

 
40.25

Total, excluding derivatives (per Boe)
17.89

 
18.76

 
38.00

 
18.36

 
41.80

     Cash received (paid) on derivative settlements (per Boe) (1)
7.15

 
6.68

 
(2.24
)
 
6.90

 
(4.01
)
Total, including derivatives (per Boe)
$
25.04

 
$
25.44

 
$
35.76

 
$
25.26

 
$
37.79

 
 
 
 
 
 
 
 
 
 
Average production costs (per Boe)
$
12.81

 
$
11.58

 
$
10.26

 
$
12.15

 
$
10.60

Average production tax (per Boe)
$
0.95

 
$
0.89

 
$
1.80

 
$
0.92

 
$
1.96

__________
(1)    Excludes cash received on settlement of derivative contracts prior to their contractual maturity.


Derivative Position
We utilize fixed price swaps, collars and put options as part of our strategy to hedge the variability of oil, natural gas, and NGL prices. In the second quarter of 2015, we monetized certain of our derivative contracts for the periods October 2015 through December 2015 and calendar year 2016. Additional information on our derivatives is available on our website, www.newsource.com, under the Investors tab. The following table reflects the Partnership's percentage of production hedged through 2016.
 
Oil
Natural Gas
NGL(1)
Total
2015
82%
67%
6%
42%
2016
59%
58%
—%
30%

(1) The Partnership's 2015 NGL hedges represent Pentane only from June to September.






Credit Facility
In the second quarter of 2015, our borrowing base on our senior secured revolving credit facility was lowered from $90.0 million to $60.0 million based on our estimated oil, natural gas and NGL reserves using commodity pricing reflective of the current market conditions. On May 29, 2015, the borrowing base was reduced further to $57.0 million in response to the settlement of a portion of our derivative contracts prior to their contractual maturity. Additionally, we anticipate that the borrowing base will be reduced at the October 2015 redetermination due to continued declines in oil, natural gas and NGL prices and the resulting impact on our reserves. As of June 30, 2015, the Partnership had $49.0 million outstanding under the credit facility.

Going Concern
The Partnership’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As a result of the substantial drop in oil, natural gas and NGL prices, our revenue, profitability and cash flow have been significantly affected. Additionally, the Partnership has violated debt covenants on certain of its oilfield service related debt, which results in this debt being classified as current and could require us to have to pay amounts outstanding sooner than anticipated based on the original maturity. While we are evaluating strategic alternatives, there can be no assurance that the Partnership will be successful in these efforts or that it will have sufficient funds to cover its operational and financial obligations over the next twelve months, which raises substantial doubt as to its ability to continue as a going concern.

Oilfield Services Results
Adjusted EBITDA for the Oilfield Services ("OFS") division was approximately $0.9 million in the second quarter of 2015 compared to approximately $3.8 million in the first quarter of 2015. Revenue was approximately $18.8 million for the second quarter of 2015 with an average weekly rig count of 557 compared to approximately $31.6 million in the first quarter of 2015 with an average weekly rig count of 867. The decline in revenue and adjusted EBITDA reflects the continued reduction in drilling activity as a result of lower commodity prices and the discounts we have offered our customers in the first half of 2015.

"The continuation in rig count decline and drilling activity in the second quarter weighed heavily on our OFS business," said Dikran Tourian, President and Chief Operating Officer. "We have put extensive cost cutting measures in place across the entire platform, which includes consolidating field offices, reducing payroll, and proportionately aligning our work force to reflect the reduced rig count and the corresponding decrease in demand for our services. While these cuts are not fully reflected in our second quarter results, we believe the savings from these cost cutting measures coupled with an increased demand for our services for winter operations will be reflected in our financial results in the second half of 2015."






2H2015 Guidance
The Partnership is revising its guidance for the second half of 2015 to reflect the current commodity price environment. The Oilfield Services Division's guidance reflects a decrease in revenue and margins based on the current rig count and discounts provided to contract operators for who we provide services. The Exploration and Production Division's guidance reflects our drilling program continued curtailment and continued increased production costs from our contract operator.

Oilfield Services Division
 
E&P Division
 
 
 
 
 
Revenue ($ in millions)
$32 - $37
 
Production (Boe/d)
2,600 - 2,800
Adj. EBITDA Margin (as a % of revenue)
15% - 18%
 
Production Costs ($ per Boe)
$12.00 - $14.00
Maint. Capex ($ in millions)
$0.5 - $0.8
 
Maint. Capex ($ in millions)
$0.2 - $0.5

Use of Non-GAAP Financial Measures
New Source presents Adjusted EBITDA and DCF, which are non-GAAP financial measures, in this press release.  New Source defines Adjusted EBITDA as earnings before interest expense, taxes, depreciation, depletion and amortization, accretion expense, impairment, non-cash compensation expense, transaction fees, loss (gain) on derivative contracts net of cash received (paid) on settlement of derivative contracts and other non-recurring gains and losses.  New Source defines DCF as Adjusted EBITDA less cash interest expense and estimated maintenance capital expenditures, as defined below. 

Maintenance capital expenditures represent the amount of capital expenditures necessary to maintain the revenue generating capabilities of the Partnership's assets at current levels over the long term.  We consider maintenance capital expenditures to be capital expenditures required to replace revenue generating assets (including production and producing reserves from our oil and natural gas operations and vehicles and other equipment from our oilfield services operations) on an individualized basis.

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






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


Reconciliation of Adjusted EBITDA and DCF to Net (Loss) Income:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
Net (loss) income attributable to New Source Energy Partners L.P.
$
(109,856
)
 
$
1,586

 
$
(167,028
)
 
$
54

Interest expense
1,749

 
1,015

 
3,097

 
1,984

Depreciation, depletion and amortization
5,999

 
10,289

 
18,346

 
19,567

Accretion expense
59

 
74

 
133

 
143

Impairment
99,689

 

 
142,808

 

Non-cash compensation expense
461

 
386

 
4,322

 
644

Transaction fees
358

 
1,321

 
1,052

 
3,232

Gain on investment in acquired business

 
(2,298
)
 

 
(2,298
)
Loss (gain) on derivative contracts, net
1,067

 
1,396

 
(157
)
 
4,528

Cash received (paid) on settlement of derivative contracts
6,000

 
(983
)
 
8,339

 
(3,412
)
Other
433

 

 
1,152

 

Change in fair value of contingent consideration

 
(1,345
)
 

 
(912
)
Adjusted EBITDA
5,959

 
11,441

 
12,064

 
23,530

Cash paid for interest
956

 
860

 
2,105

 
1,859

Maintenance capital expenditures (1)
144

 
3,969

 
1,183

 
7,648

Distributable cash flow
$
4,859

 
$
6,612

 
$
8,776

 
$
14,023

(1)
Amounts reflect capital expenditures during the period presented. Future maintenance capital expenditures will vary depending on various factors, including, but not limited to, maintenance schedules and the timing of capital projects. Estimated maintenance capital expenditures for the three months ended June 30, 2015 relates to the Oilfield Services division. Of the estimated maintenance capital expenditures for the six months ended June 30, 2015, approximately $0.8 million relates to the Exploration and Production division and approximately $0.4 million relates to the Oilfield Services division.







Reconciliation of Adjusted EBITDA by Segment to Net Loss by Segment:

 
Three Months Ended
 
Six Months Ended
 
June 30, 2015
 
June 30, 2015
 
E&P
 
OFS
 
E&P
 
OFS
 
(in thousands)
Net loss attributable to New Source Energy Partners L.P.
$
(39,855
)
 
$
(70,001
)
 
$
(89,777
)
 
$
(77,251
)
Interest expense
1,234

 
515

 
2,101

 
996

Depreciation, depletion and amortization
3,561

 
2,438

 
8,280

 
10,066

Accretion expense
59

 

 
133

 

Impairment
32,905

 
66,784

 
76,024

 
66,784

Non-cash compensation expense
(511
)
 
972

 
715

 
3,607

Transaction fees
358

 

 
1,052

 

Gain on derivative contracts, net
1,067

 

 
(157
)
 

Cash received on settlement of derivative contracts
6,000

 

 
8,339

 

Other
255

 
178

 
632

 
520

Adjusted EBITDA
$
5,073

 
$
886

 
$
7,342

 
$
4,722


Conference Call
A conference call for investors will be held Monday, August 10, 2015, at 10:00 a.m. Central Time (11:00 a.m. Eastern Time) to discuss the Partnership’s second quarter 2015 results. Hosting the call will be Kristian B. Kos, Chairman and Chief Executive Officer, Dikran Tourian, President and Chief Operating Officer and Amber Bonney, Principal Accounting Officer.

The call can be accessed live over the telephone by dialing (877) 407-4018, or for international callers, (201) 689-8471. A replay will be available shortly after the call and can be accessed by dialing (877) 870-5176 or for international callers, (858) 384-5517. The pass code for the replay is 13616090. The replay will be available until August 24, 2015.

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






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

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







New Source Energy Partners L.P.
Condensed Consolidated Statements of Operations
(Unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
(in thousands, except per unit amounts)
Revenues:
 
 
 
 
 
 
 
Oil sales
$
1,648

 
$
4,402

 
$
3,340

 
$
8,348

Natural gas sales
1,404

 
3,850

 
3,247

 
9,217

NGL sales
2,267

 
8,466

 
5,299

 
18,004

Oilfield services
18,765

 
10,100

 
50,315

 
18,676

Total revenues
24,084

 
26,818

 
62,201

 
54,245

Operating costs and expenses:
 
 
 
 
 
 
 
Oil, natural gas and NGL production
3,810

 
4,516

 
7,865

 
9,019

Production taxes
282

 
792

 
593

 
1,671

Cost of providing oilfield services
14,637

 
5,968

 
37,696

 
10,534

Depreciation, depletion and amortization
5,999

 
10,289

 
18,346

 
19,567

Accretion
59

 
74

 
133

 
143

Impairment
99,689

 

 
142,808

 

General and administrative
6,671

 
3,489

 
18,905

 
9,050

Total operating costs and expenses
131,147

 
25,128

 
226,346

 
49,984

Operating (loss) income
(107,063
)
 
1,690

 
(164,145
)
 
4,261

Other income (expense):
 
 
 
 
 
 
 
Interest expense
(1,749
)
 
(1,015
)
 
(3,097
)
 
(1,984
)
(Loss) gain on derivative contracts, net
(1,067
)
 
(1,396
)
 
157

 
(4,528
)
     Gain on investment in acquired business

 
2,298

 

 
2,298

Other income
23

 
9

 
57

 
7

Net (loss) income
(109,856
)
 
1,586

 
(167,028
)
 
54

Less: net income attributable to noncontrolling interest

 

 

 

         distributions on Series A Preferred Units
988

 

 
988

 

  accretion of discount on Series A Preferred Units
175

 

 
175

 

Net (loss) income attributable to New Source Energy Partners L.P.
$
(111,019
)
 
$
1,586

 
$
(168,191
)
 
$
54

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

 
$
0.11

 
$
(3.03
)
 
$
(0.02
)
Net (loss) income per subordinated unit
$
(6.06
)
 
$
0.11

 
$
(9.30
)
 
$
(0.02
)
Net (loss) income per common unit
$
(5.93
)
 
$
0.11

 
$
(8.97
)
 
$
0.01







New Source Energy Partners L.P.
Condensed Consolidated Balance Sheets
(Unaudited)
 
June 30, 2015
 
December 31, 2014
 
(in thousands, except unit amounts)
 
 
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash
$
5,734

 
$
5,504

Restricted cash
588

 
350

Accounts receivable, net
14,953

 
31,919

Accounts receivable-related parties, net
6,712

 
4,946

Derivative contracts
1,937

 
8,248

Inventory
3,530

 
4,236

Prepaid expenses
4,565

 
2,011

Other current assets
722

 
478

Total current assets
38,741

 
57,692

 
 
 
 
Oil and natural gas properties, at cost using full cost method of accounting:
 
 
 
Proved oil and natural gas properties
333,196

 
332,413

Less: Accumulated depreciation, depletion, amortization and impairment
(237,981
)
 
(153,734
)
Total oil and natural gas properties, net
95,215

 
178,679

Property and equipment, net
68,418

 
68,886

Intangible assets, net

 
56,377

Goodwill

 
9,315

Derivative contracts
3

 
1,818

Other assets
2,381

 
2,779

Total assets
$
204,758

 
$
375,546

 
 
 
 





New Source Energy Partners L.P.
Condensed Consolidated Balance Sheets
(Unaudited)
 
June 30, 2015
 
December 31, 2014
 
(in thousands, except unit amounts)
LIABILITIES, REDEEMABLE PREFERRED UNITS AND UNITHOLDERS' EQUITY
 
 
Current liabilities:
 
 
 
Accounts payable and accrued liabilities
$
17,999

 
$
15,326

Accounts payable-related parties
1,346

 
2,318

Factoring payable
5,098

 
13,152

Contingent consideration payable
21,968

 
11,572

Current portion of long-term debt
19,458

 
11,825

Other current liabilities
117

 
113

Total current liabilities
65,986

 
54,306

Long-term debt
49,602

 
95,218

Contingent consideration payable

 
10,801

Asset retirement obligations
3,697

 
3,568

Other liabilities
237

 
339

Total liabilities
119,522

 
164,232

Commitments and contingencies
 
 
 
 
 
 
 
Series A Preferred Units (1,930,000 units issued and outstanding at June 30, 2015)
44,629

 

 
 
 
 
Unitholders' equity:
 
 
 
Common units (16,525,736 units issued and outstanding at June 30, 2015 and 16,160,381 units issued and outstanding at December 31, 2014)
76,153

 
231,510

Common units held in escrow
(3,734
)
 
(6,955
)
Subordinated units (2,205,000 units issued and outstanding at June 30, 2015 and December 31, 2014)
(49,232
)
 
(28,717
)
General partner's units (none issued and outstanding at June 30, 2015 and 155,102 units issued and outstanding at December 31, 2014)

 
(1,944
)
Total New Source Energy Partners L.P. unitholders' equity
23,187

 
193,894

Noncontrolling interest
17,420

 
17,420

Total unitholders' equity
40,607

 
211,314

Total liabilities, redeemable preferred units and unitholders' equity
$
204,758

 
$
375,546



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