Harvest Oil & Gas Corp. - Quarter Report: 2012 March (Form 10-Q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number

001-33024

EV Energy Partners, L.P.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (713) 651-1144

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES þ NO ¨

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b–2 of the Exchange Act. Check one:

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act).

YES ¨ NO þ

As of May 4, 2012, the registrant had 38,447,350 common units outstanding.

Table of Contents 

PART 1. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

EV Energy Partners, L.P.

Condensed Consolidated Balance Sheets

(In thousands, except number of units)

(Unaudited)

See accompanying notes to unaudited condensed consolidated financial statements.

EV Energy Partners, L.P.

Condensed Consolidated Statements of Operations

(In thousands, except per unit data)

(Unaudited)

See accompanying notes to unaudited condensed consolidated financial statements.

EV Energy Partners, L.P.

Condensed Consolidated Statements of Changes in Owners’ Equity

(In thousands, except number of units)

(Unaudited)

See accompanying notes to unaudited condensed consolidated financial statements.

EV Energy Partners, L.P.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

See accompanying notes to unaudited condensed consolidated financial statements.

EV Energy Partners, L.P.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS

Nature of Operations

EV Energy Partners, L.P. (“we,” “our” or “us”) is a publicly held limited partnership that engages in the acquisition, development and production of oil and natural gas properties. Our general partner is EV Energy GP, L.P. (“EV Energy GP”), a Delaware limited partnership, and the general partner of our general partner is EV Management, LLC (“EV Management”), a Delaware limited liability company. EV Management is a wholly owned subsidiary of EnerVest, Ltd. (“EnerVest”), a Texas limited partnership. EnerVest and its affiliates also have a significant interest in us through their 71.25% ownership of EV Energy GP which, in turn, owns a 2% general partner interest in us and all of our incentive distribution rights.

Basis of Presentation

Our unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. We believe that the presentations and disclosures herein are adequate to make the information not misleading. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the interim periods. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. These interim financial statements should be read in conjunction with our Annual Report on Form 10–K for the year ended December 31, 2011.

All intercompany accounts and transactions have been eliminated in consolidation. In the Notes to Unaudited Condensed Consolidated Financial Statements, all dollar and share amounts in tabulations are in thousands of dollars and shares, respectively, unless otherwise indicated.

Subsequent Event

We evaluated subsequent events for appropriate accounting and disclosure through the date these unaudited condensed consolidated financial statements were issued.

NOTE 2. EQUITY–BASED COMPENSATION

We grant various forms of equity–based awards to employees, consultants and directors of EV Management and its affiliates who perform services for us. These equity–based awards consist primarily of phantom units and performance units.

We account for the phantom units issued prior to 2009 as liability awards, and the fair value of these phantom units is remeasured at the end of each reporting period based on the current market price of our common units until settlement. Prior to settlement, compensation cost is recognized for these phantom units based on the proportionate amount of the requisite service period that has been rendered to date. We account for the phantom units issued beginning in 2009 as equity awards, and we estimated the fair value of these phantom units using the Black–Scholes option pricing model. We account for the performance units as equity awards, and we estimated the fair value of these performance units using the Monte Carlo simulation model.

The following table presents the compensation costs recognized in our unaudited condensed consolidated statements of operations:

EV Energy Partners, L.P.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

These costs are included in “General and administrative expenses” in our unaudited condensed consolidated statements of operations.

As of March 31, 2012, total unrecognized compensation costs related to the unvested liability awards and equity awards and the period over which they are expected to be recognized are as follows:

NOTE 3. ACQUISITIONS AND DIVESTITURE

In February 2012 and March 2012, we, along with certain institutional partnerships managed by EnerVest, had additional closings on the oil and natural gas properties in the Barnett Shale that we acquired in December 2011. We acquired a 31.63% proportional interest in these properties for an aggregate purchase price of $36.5 million, subject to customary purchase price adjustments. Pro forma results of operations have not been presented as the amounts would not be material to our unaudited condensed consolidated statements of operations.

In March 2012, we sold a portion of the assets and liabilities held for sale for $5.5 million.

NOTE 4. INVESTMENTS IN UNCONSOLIDATED AFFILIATES

We own 9.0% of Cardinal Gas Services, LLC (“Cardinal”), which is constructing the gathering systems for production generated from the assets in which a partial interest was sold in the December 2011 transaction with Total E&P USA, Inc. and Chesapeake Energy Corporation (the “Total Transaction”). We also own 8% of Utica East Ohio Midstream LLC (“UEO”), which is constructing the natural gas processing plant, natural gas liquids fractionation plant, and connecting pipelines for the assets that are part of the Total Transaction. It is expected that the UEO facilities will also process third party production. We account for our investments in Cardinal and UEO using the equity method of accounting. Accordingly, we recognize our proportionate share of the earnings or losses of Cardinal and UEO in the period in which they are reported by Cardinal and UEO in their financial statements rather than in the period in which Cardinal and UEO declare a dividend. Dividends received from Cardinal and UEO decrease the carrying amount of our investments.

The activity from these investees was not significant to our unaudited condensed consolidated statements of operations for the three months ended March 31, 2012. As of March 31, 2012 and December 31, 2011, the carrying amount of our investments was $12.1 million and $0.5 million, respectively, and is included in “Other assets” in our unaudited condensed consolidated balance sheets.

NOTE 5. RISK MANAGEMENT

Our business activities expose us to risks associated with changes in the market price of oil, natural gas and natural gas liquids. In addition, our floating rate credit facility exposes us to risks associated with changes in interest rates. As such, future earnings are subject to fluctuation due to changes in the market prices of oil, natural gas and natural gas liquids and interest rates. We use derivatives to reduce our risk of changes in the prices of oil, natural gas and natural gas liquids and interest rates. Our policies do not permit the use of derivatives for speculative purposes.

We have elected not to designate any of our derivatives as hedging instruments. Accordingly, changes in the fair value of our derivatives are recorded immediately to net income as “Unrealized gains (losses) on derivatives, net” in our unaudited condensed consolidated statements of operations.

EV Energy Partners, L.P.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

As of March 31, 2012, we had entered into commodity contracts with the following terms:

As of March 31, 2012, we had also entered into interest rate swaps with the following terms:

The fair value of these derivatives was as follows:

Should our credit facility become due and payable because of an event of default, our derivatives that are in a net liability position could also become due and payable. We could also be required to post cash collateral related to these derivatives under certain circumstances. As of March 31, 2012 and December 31, 2011, we were not required to post any collateral nor did we hold any collateral associated with our derivatives.

EV Energy Partners, L.P.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

The following table presents the impact of derivatives and their location within the unaudited condensed consolidated statements of operations:

NOTE 6. FAIR VALUE MEASUREMENTS

The following table presents the fair value hierarchy table for our assets and liabilities that are required to be measured at fair value:

Recurring Basis

Our derivatives consist of over–the–counter (“OTC”) contracts which are not traded on a public exchange.   These derivatives are indexed to active trading hubs for the underlying commodity, and are OTC contracts commonly used in the energy industry and offered by a number of financial institutions and large energy companies.

EV Energy Partners, L.P.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

As the fair value of these derivatives is based on inputs using market prices obtained from independent brokers or determined using quantitative models that use as their basis readily observable market parameters that are actively quoted and can be validated through external sources, including third party pricing services, brokers and market transactions, we have categorized these derivatives as Level 2. We value these derivatives based on observable market data for similar instruments. This observable data includes the forward curve for commodity prices based on quoted market prices and prospective volatility factors related to changes in the forward curves and yield curves based on money market rates and interest rate swap data, such as forward LIBOR curves. Our estimates of fair value have been determined at discrete points in time based on relevant market data. There were no changes in valuation techniques or related inputs in the three months ended March 31, 2012.

Nonrecurring Basis

In March 2012, in conjunction with the sale of assets held for sale, we incurred $0.4 million of additional impairment charges to write down assets held for sale with a carrying amount of $6.5 million to their fair value of $6.1 million. The impairment charge was included in earnings for the three months ended March 31, 2012. The fair value was determined using Level 2 inputs consisting of the mutually agreed upon selling price we received upon the sale of these oil and natural gas properties.

In March 2011, in conjunction with the sale of oil and natural gas properties, we incurred impairment charges of $1.6 million to write down oil and natural gas properties with a carrying amount of $2.8 million to their fair value of $1.2 million. The impairment charge was included in earnings for the three months ended March 31, 2011. The fair value was determined using Level 2 inputs consisting of the mutually agreed upon selling price we received upon the sale of these oil and natural gas properties.

Financial Instruments

The estimated fair values of our financial instruments have been determined at discrete points in time based on relevant market information. Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, derivatives and long–term debt. The carrying amounts of our financial instruments other than derivatives and long–term debt approximate fair value because of the short–term nature of the items. Derivatives are recorded at fair value (see above).

The carrying value of debt outstanding under our credit facility approximates fair value because the credit facility’s variable interest rate resets frequently and approximates current market rates available to us. As of March 31, 2012 and December 31, 2011, the estimated fair value of our senior notes due 2019 was $514.4 million and $306.8 million, respectively, which differs from the carrying value of $499.2 million and $293.0 million, respectively. The fair value of the senior notes due 2019 was determined using Level 2 inputs consisting of quoted market prices for similar trades of such debt obtained from independent brokers.

NOTE 7. ASSET RETIREMENT OBLIGATIONS

We record an asset retirement obligation (“ARO”) and capitalize the asset retirement cost in oil and natural gas properties in the period in which the retirement obligation is incurred based upon the fair value of an obligation to perform site reclamation, dismantle facilities or plug and abandon wells. After recording these amounts, the ARO is accreted to its future estimated value using an assumed cost of funds and the additional capitalized costs are depreciated on a unit–of–production basis. The changes in the aggregate ARO are as follows:

As of March 31, 2012 and December 31, 2011, $2.2 million and $2.4 million, respectively, of our ARO is classified as current and is included in “Accounts payable and accrued liabilities” in our unaudited condensed consolidated balance sheets.

EV Energy Partners, L.P.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

NOTE 8. LONG–TERM DEBT AND SUBSEQUENT EVENT

Credit Facility

As of March 31, 2012, we have a $1.0 billion credit facility that expires in April 2016. Borrowings under the facility are secured by a first priority lien on substantially all of our assets and the assets of our subsidiaries. We may use borrowings under the facility for acquiring and developing oil and natural gas properties, for working capital purposes, for general corporate purposes and for funding distributions to partners. We also may use up to $100.0 million of available borrowing capacity for letters of credit. The facility requires the maintenance of a current ratio (as defined in the facility) of greater than 1.0 and a ratio of total debt to earnings plus interest expense, taxes, depreciation, depletion and amortization expense and exploration expense of no greater than 4.25 to 1.0. As of March 31, 2012, we were in compliance with these financial covenants.

Borrowings under the facility bear interest at a floating rate based on, at our election, a base rate or the London Inter–Bank Offered Rate plus applicable premiums based on the percent of the borrowing base that we have outstanding (weighted average effective interest rate of 3.35% at March 31, 2012).

Borrowings under the facility may not exceed a “borrowing base” determined by the lenders under the facility based on our oil and natural gas reserves. As of March 31, 2012, the borrowing base under the facility was $750.0 million. The borrowing base is subject to scheduled redeterminations as of April 1 and October 1 of each year with an additional redetermination once per calendar year at our request or at the request of the lenders and with one calculation that may be made at our request during each calendar year in connection with material acquisitions or divestitures of properties.

We had $235.0 million and $660.0 million outstanding under the facility at March 31, 2012 and December 31, 2011, respectively.

In April 2012, our borrowing base was reaffirmed at $750.0 million. 

8.0% Senior Notes due 2019

On March 13, 2012, we issued an additional $200.0 million in aggregate principal amount of 8.0% senior unsecured notes due 2019 (the “Additional Notes”) at an offering price equal to 103% of par, or $206.0 million, plus $6.6 million of accrued interest from October 15, 2011 pursuant to the same indenture under which our existing $300.0 million of 8.0% senior unsecured notes due 2019 (the “Existing Notes”) were issued. The Additional Notes and Existing Notes will be treated as a single class of debt securities under the indenture. We received proceeds of $202.1 million after payment of $3.9 million of offering expenses. We used the proceeds to repay indebtedness under our credit facility.

Our senior notes due 2019 are unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by all of our existing subsidiaries other than EV Energy Finance Corp. (“Finance”), which is a co–issuer of the Notes. Neither we nor Finance have independent assets or operations apart from the assets and operations of our subsidiaries.

The aggregate carrying amount of our senior notes due 2019 was $499.2 million and $293.0 million at March 31, 2012 and December 31, 2011, respectively. As of March 31, 2012 and December 31, 2011, we had accrued interest of $18.3 million and $5.0 million, respectively, related to our senior notes due 2019. These amounts are included in “Accounts payable and accrued liabilities – third party” in our unaudited condensed consolidated balance sheets.

NOTE 9. COMMITMENTS AND CONTINGENCIES

We are involved in disputes or legal actions arising in the ordinary course of business. We do not believe the outcome of such disputes or legal actions will have a material effect on our condensed consolidated financial statements, and no amounts have been accrued at March 31, 2012 or December 31, 2011.

As of March 31, 2012, we expect our commitment to fund the construction activities for Cardinal and UEO to be between $45.0 million and $55.0 million for the remainder of 2012 and to be between $100.0 million and $115.0 million for 2013 and 2014.

EV Energy Partners, L.P.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

NOTE 10. OWNERS’ EQUITY

Units Outstanding

At March 31, 2012, owner’s equity consists of 38,447,350 common units and 3,873,357 Class B units, collectively representing a 98% limited partnership interest in us, and a 2% general partnership interest.

Issuance of Units

In January 2012, we issued 0.2 million common units related to the vesting of equity–based awards. Of this amount, 0.04 million were phantom units accounted for as liability awards, and these phantom units vested as a fair value of $2.8 million. In conjunction with the vesting of these units, we received a contribution of $0.3 million by our general partner to maintain its 2% interest in us.

In February 2012, we closed a public offering of 4.025 million common units at an offering price of $67.95 per common unit. We received proceeds of $268.0 million, including a contribution of $5.4 million by our general partner to maintain its 2% interest in us. We used the proceeds to repay indebtedness outstanding under our credit facility.

Cash Distributions

On January 20, 2012, the board of directors of EV Management declared a $0.763 per unit distribution for the fourth quarter of 2011 on all common and Class B units. The distribution was paid on February 12, 2012 to unitholders of record at the close of business on January 30, 2012. The aggregate amount of the distribution was $29.8 million.

 On April 26, 2012, the board of directors of EV Management declared a $0.764 per unit distribution for the first quarter of 2012 on all common and Class B units. The distribution of $33.0 million is to be paid on May 15, 2012 to unitholders of record at the close of business on May 8, 2012.

NOTE 11. NET INCOME (LOSS) PER LIMITED PARTNER UNIT

The following sets forth the calculation of net income (loss) per limited partner unit:

_____________

EV Energy Partners, L.P.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

NOTE 12. RELATED PARTY TRANSACTIONS

Pursuant to our omnibus agreement with EnerVest, we paid EnerVest $3.3 million and $2.7 million in the three months ended March 31, 2012 and 2011, respectively, in administrative fees for providing us general and administrative services. These fees are based on an allocation of charges between EnerVest and us based on the estimated use of such services by each party, and we believe that the allocation method employed by EnerVest is reasonable and reflective of the estimated level of costs we would have incurred on a standalone basis. These fees are included in general and administrative expenses in our unaudited condensed consolidated statements of operations.

We have entered into operating agreements with EnerVest whereby a subsidiary of EnerVest acts as contract operator of the oil and natural gas wells and related gathering systems and production facilities in which we own an interest. During the three months ended March 31, 2012 and 2011, we reimbursed EnerVest approximately $4.0 million and $3.8 million, respectively, for direct expenses incurred in the operation of our wells and related gathering systems and production facilities and for the allocable share of the costs of EnerVest employees who performed services on our properties. As the vast majority of such expenses are charged to us on an actual basis (i.e., no mark–up or subsidy is charged or received by EnerVest), we believe that the aforementioned services were provided to us at fair and reasonable rates relative to the prevailing market and are representative of the costs that would have been incurred on a standalone basis. These costs are included in lease operating expenses in our unaudited condensed consolidated statements of operations. Additionally, in its role as contract operator, this EnerVest subsidiary also collects proceeds from oil and natural gas sales and distributes them to us and other working interest owners.

NOTE 13. OTHER SUPPLEMENTAL INFORMATION

Supplemental cash flows and non–cash transactions were as follows:

NOTE 14. NEW ACCOUNTING STANDARDS

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011–11, Disclosures about Offsetting Assets and Liabilities. This ASU affects all entities that have financial instruments and derivative instruments that are either offset or subject to an enforceable master netting arrangement or similar agreement. ASU 2011–11 requires an entity to disclose information about offsetting and related arrangements to enable user of its financial statements to understand the effect of those arrangements on its financial position. The provisions of ASU 2011–11 are applicable to annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods. We will adopt ASU 2011–11 on January 1, 2013, and we have not yet determined the impact of this ASU on our unaudited condensed consolidated financial statements.

No other new accounting pronouncements issued or effective during the three months ended March 31, 2012 have had or are expected to have a material impact on our unaudited condensed consolidated financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudtied condensed consolidated financial statements and the related notes thereto, as well as our Annual Report on Form 10–K for the year ended December 31, 2011.

OVERVIEW

We are a Delaware limited partnership formed in April 2006 by EnerVest to acquire, produce and develop oil and natural gas properties. Our general partner is EV Energy GP, a Delaware limited partnership, and the general partner of our general partner is EV Management, a Delaware limited liability company.

As of December 31, 2011, our properties were located in the Barnett Shale, the Appalachian Basin (which includes the Utica Shale), the Mid-Continent area in Oklahoma, Texas, Arkansas, Kansas and Louisiana, the San Juan Basin, the Monroe Field in Louisiana, the Permian Basin, Central and East Texas (which includes the Austin Chalk area), and Michigan. As of December 31, 2011, we had estimated net proved reserves of 15.1 MMBbls of oil, 808.6 Bcf of natural gas and 40.9 MMBbls of natural gas liquids, or 1,144.4 Bcfe, and a standardized measure of $1,406.1 million.

We have grown our reserves and production substantially since the beginning of 2010. Since January 1, 2010, we have completed 12 acquisitions for an aggregate purchase price of $1.0 billion. The estimated net proved reserves at December 31, 2011 attributable to these acquisitions were 789 Bcfe, representing 69% of our December 31, 2011 net proved reserves on an Mcfe basis. These acquisitions also provided us a new core operating area in the Barnett Shale and significant growth in our Mid–Continent area and Appalachian Basin, including significant interests prospective for the Utica Shale in Ohio. These acquisitions increased the amount and percentage of our net proved reserves that are undeveloped, which will increase our capital expenditures to develop these reserves, primarily through drilling and completion activities.

CURRENT DEVELOPMENTS

In February 2012 and March 2012, we, along with certain institutional partnerships managed by EnerVest, had additional closings on the oil and natural gas properties in the Barnett Shale that we acquired in December 2011. We acquired a 31.63% proportional interest in these properties for an aggregate purchase price of $36.5 million, subject to customary purchase price adjustments.

In February 2012, we closed a public offering of 4.025 million common units at an offering price of $67.95 per common unit. We received proceeds of $268.0 million, including a contribution of $5.4 million by our general partner to maintain its 2% interest in us. We used the proceeds to repay indebtedness outstanding under our credit facility.

In March 2012, we issued an additional $200.0 million in aggregate principal amount of 8.0% senior unsecured notes due 2019 at an offering price equal to 103% of par plus, or $206.0 million, plus $6.6 million of accrued interest from October 15, 2011 pursuant to the same indenture under which our existing $300.0 million of 8.0% senior unsecured notes due 2019 were issued. We received proceeds of $202.1 million after payment of $3.9 million of offering expenses. We used the proceeds to repay indebtedness under our credit facility.

BUSINESS ENVIRONMENT

Our primary business objective is to provide stability and growth in cash distributions per unit over time. The amount of cash we can distribute on our units principally depends upon the amount of cash generated from our operations, which will fluctuate from quarter to quarter based on, among other things:

Oil and natural gas prices are expected to be volatile in the future. Factors affecting the price of oil include worldwide economic conditions, geopolitical activities, worldwide supply disruptions, weather conditions, actions taken by the Organization of Petroleum Exporting Countries and the value of the U.S. dollar in international currency markets. Factors affecting the price of natural gas include the discovery of substantial accumulations of natural gas in unconventional reservoirs due to technological advancements necessary to commercially produce these unconventional reserves, North American weather conditions, industrial and consumer demand for natural gas, storage levels of natural gas and the availability and accessibility of natural gas deposits in North America.

In order to mitigate the impact of changes in oil and natural gas prices on our cash flows, we are a party to derivatives, and we intend to enter into derivatives in the future to reduce the impact of oil and natural gas price volatility on our cash flows. By removing a portion of this price volatility on our future oil and natural gas production through December 2015, we have reduced, but not eliminated, the potential effects of changing oil and natural gas prices on our cash flows from operations for those periods. If commodity prices are depressed for an extended period of time, it could alter our acquisition and development plans, and adversely affect our growth strategy and ability to access additional capital in the capital markets.

The primary factors affecting our production levels are capital availability, our ability to make accretive acquisitions, the success of our drilling program and our inventory of drilling prospects. In addition, as initial reservoir pressures are depleted, production from our wells decreases. We attempt to overcome this natural decline through a combination of drilling and acquisitions. Our future growth will depend on our ability to continue to add reserves through drilling and acquisitions in excess of production. We will maintain our focus on the costs to add reserves through drilling and acquisitions as well as the costs necessary to produce such reserves. Our ability to add reserves through drilling is dependent on our capital resources and can be limited by many factors, including our ability to timely obtain drilling permits and regulatory approvals. Any delays in drilling, completion or connection to gathering lines of our new wells will negatively impact our production, which may have an adverse effect on our revenues and, as a result, cash available for distribution.

We focus our efforts on increasing oil and natural gas reserves and production while controlling costs at a level that is appropriate for long–term operations. Our future cash flows from operations are dependent upon our ability to manage our overall cost structure.

Current Low Natural Gas Prices

Natural gas prices have continued to decline through May 2012. NYMEX Henry Hub prices were $3.08 for the January 2012 NYMEX Henry Hub Futures contract settled December 28, 2011 compared with $2.04 for the May 2012 NYMEX Henry Hub Futures contract settled April 26, 2012. The reduction in prices has been caused by many factors, including recent increases in natural gas production from non–conventional (shale) reserves, warmer than normal weather and high levels of natural gas in storage. Prices for oil and natural gas liquids, however, have not been similarly depressed.

We have hedged approximately 90% and 81% of our estimated natural gas production for the remainder of 2012 and 2013, respectively, at prices higher than those currently prevailing. However, if prices for natural gas remain depressed for long periods, we may be required to write down the value of our oil and natural gas properties or revise our development plans, which may cause certain of our undeveloped well location to no longer be deemed proved. In addition, sustained low prices for natural gas will reduce the amounts we would otherwise have available to pay expenses, distribute to our unitholders and service our debt obligations.

If low natural gas prices continue for an extended period of time, we may be unable to hedge additional natural gas production for 2014 and future years at favorable prices. This could cause us to change our development plans for our natural gas properties and shut–in natural gas production, and may result in an impairment in the value of our natural gas properties, a reduction in the borrowing base under our credit facility and reduce our cash available for distribution and for servicing our indebtedness.

Utica Shale

Primarily through acquisitions completed in 2009 and 2010, we hold approximately 150,000 net working interest acres and an approximate 2% average overriding royalty interest in approximately 880,000 gross acres in the state of Ohio which we believe may be prospective for the Utica Shale. In addition, partnerships managed by EnerVest own acreage which may be prospective for the Utica Shale. At March 31, 2012, our estimated net proved reserves in the Utica Shale were not material to us. Exploration and development activities targeting the Utica Shale are in the early stages, and it is possible that our estimates of the acreage in Ohio that we believe is prospective for the Utica Shale may change, perhaps materially, as additional exploration and development activities are conducted in the area. We do not expect to fully develop our Utica Shale properties for our account. In 2012, we plan to drill, with EnerVest as operator, between three and five gross wells targeting the Utica Shale. We are currently in the process of drilling and completing two of these wells, both of which we expect to complete in the second quarter of 2012.

During 2012, we intend to pursue alternatives for the monetization of all or a portion or our working interest acres related to the Utica Shale. Such monetization could take many forms, and we cannot at this time predict the type of transaction or transactions we may enter into or the type or amount of consideration we may receive. We may not be successful in our efforts to monetize the Utica Shale properties, it may take longer to complete a transaction than we expect, or we may decide not to monetize all or a portion of the Utica Shale properties on this time frame.

RESULTS OF OPERATIONS

Net income for the three months ended March 31, 2012 was $28.6 million compared with a net loss of $34.0 million for the three months ended March 31, 2011. This change reflects (i) a $16.7 million increase in revenues due to increased production primarily from our acquisitions of oil and natural gas properties in 2011 and higher prices for oil, (ii) a $9.2 million increase in realized gains on derivatives, (iii) a $66.2 million increase in non–cash changes in the fair value of our derivatives, (iv) a $1.0 million decrease in impairment of oil and natural gas properties, partially offset by (v) a $22.2 million increase in operating expenses mainly related to the properties acquired in 2011, (vi) a $5.9 million increase in interest expense, (vii) a $1.8 million increase in dry hole and exploration costs and (viii) a $0.6 million increase in income taxes.

Oil, natural gas and natural gas liquids revenues for the three months ended March 31, 2012 totaled $76.8 million, an increase of $17.2 million compared with the three months ended March 31, 2011. This increase was the result of $23.9 million related to higher production from our acquisitions of oil and natural gas properties in 2011 and $2.1 million related to higher prices for oil partially offset by $8.8 million related to lower prices for natural gas and natural gas liquids.

Lease operating expenses for the three months ended March 31, 2012 increased $11.2 million compared with the three months ended March 31, 2011 as the result of $8.8 million related to our 2011 acquisitions and our expanded development drilling program, $1.2 million due to a higher rate per Mcfe from increased gathering and marketing expenses from our acquisition of oil and natural gas properties in December 2011 and $1.2 million ($0.08 per Mcfe) associated with the sales of oil in tanks acquired in certain of our 2011 acquisitions. Lease operating expenses per Mcfe were $1.97 in the three months ended March 31, 2012 compared with $1.76 in the three months ended March 31, 2011.

Dry hole and exploration costs for the three months ended March 31, 2012 increased $1.8 million compared with the three months ended March 31, 2011 as a result of increased seismic costs at certain of our oil and natural gas properties in the Appalachian Basin and the Barnett Shale.

Production taxes, which are generally based on a percentage of our oil, natural gas and natural gas liquids revenues, for the three months ended March 31, 2012 increased $0.6 million compared with the three months ended March 31, 2011 as the result of $1.0 million due to increased production partially offset by $0.4 million due to lower average realized prices for natural gas and natural gas liquids. Production taxes for the three months ended March 31, 2012 were $0.23 per Mcfe compared with $0.27 per Mcfe for the three months ended March 31, 2011.

Asset retirement obligations accretion expense for the three months ended March 31, 2012 increased $0.2 million compared with the three months ended March 31, 2011 due to the oil and natural gas properties that we acquired in 2011. Asset retirement obligations accretion expense for the three months ended March 31, 2012 was $0.08 per Mcfe compared with $0.10 per Mcfe for the three months ended March 31, 2011.

Depreciation, depletion and amortization for the three months ended March 31, 2012 increased $7.0 million compared with the three months ended March 31, 2011 due to $7.9 million from higher production offset by a decrease of $0.9 million due to a lower average DD&A rate per unit. The lower average DD&A rate reflects the lower cost of reserves acquired in our acquisitions of Barnett Shale properties in 2011. Depreciation, depletion and amortization for the three months ended March 31, 2012 was $1.69 per Mcfe compared with $1.78 per Mcfe for the three months ended March 31, 2011.

General and administrative expenses for the three months ended March 31, 2012 totaled $12.1 million, an increase of $3.5 million compared with the three months ended March 31, 2011. This increase is the result of $2.9 million of higher compensation costs primarily related to our equity–based compensation plans and $0.5 million of higher fees paid to EnerVest under the omnibus agreement due to an increase in operations from our acquisitions of oil and natural gas properties in 2011. General and administrative expenses were $0.83 per Mcfe in the three months ended March 31, 2012 compared with $0.87 per Mcfe in the three months ended March 31, 2011.

In the three months ended March 31, 2012, we incurred $0.2 million of leasehold impairment changes and $0.4 million of additional impairment charges to write down assets held for sale with a carrying amount of $6.5 million to their fair value of $6.1 million. In the three months ended March 31, 2011, we incurred impairment charges of $1.6 million to write down oil and natural gas properties with a carrying amount of $2.8 million to their fair value of $1.2 million.

During the three months ended March 31, 2012 and 2011, we recorded cash settlements of $24.8 million and $15.0 million, respectively, as realized gains on derivatives, net, as the contract prices for our derivatives exceeded the underlying market prices for that period. Realized gains on derivatives, net for the three months ended March 31, 2012 also exclude $0.6 million related to the initial value of derivatives acquired in our December 2010 acquisition of oil and natural gas properties that have been relieved through the settlement of such derivatives.

Unrealized gains (losses) on derivatives, net represent the change in the fair value of our open derivatives during the period. In the three months ended March 31, 2012, the fair value of our open derivatives increased from a net asset of $138.8 million at December 31, 2011 to a net asset of $149.9 million at March 31, 2012 due to the decline in natural gas prices in the three months ended March 31, 2012 partially offset by the increase in oil prices during the three months ended March 31, 2012. Included in the fair value at December 31, 2011 is a net receivable of $0.6 million related to the initial value of derivatives acquired in our December 2010 acquisition of oil and natural gas properties that have been relieved through the settlement of such derivatives. In the three months ended March 31, 2011, the fair value of our open derivatives decreased from a net asset of $103.9 million at December 31, 2010 to a net asset of $49.3 million at March 31, 2011.

Interest expense for the three months ended March 31, 2012 increased $5.9 million compared with the three months ended March 31, 2011 due to an increase of $3.3 million from a higher weighted average long–term debt balance and an increase of $2.6 million due to a higher weighted average effective interest rate in the three months ended March 31, 2012 compared with the three months ended March 31, 2011.

LIQUIDITY AND CAPITAL RESOURCES

Historically, our primary sources of liquidity and capital have been issuances of equity and debt securities, borrowings under our credit facility and cash flows from operations. Our primary uses of cash have been acquisitions of oil and natural gas properties and related assets, development of our oil and natural gas properties, distributions to our partners and working capital needs. For 2012, we believe that cash on hand, net cash flows generated from operations and borrowings under our credit facility will be adequate to fund our capital budget, pay distributions to our unitholders and general partner and satisfy our short–term liquidity needs. We may also utilize borrowings under our credit facility and various financing sources available to us, including the issuance of equity or debt securities through public offerings or private placements, to fund our acquisitions and long–term liquidity needs. Our ability to complete future offerings of equity or debt securities and the timing of these offerings will depend upon various factors including prevailing market conditions and our financial condition.

In the past we accessed the equity and debt markets to finance our significant acquisitions. While we have been successful in accessing the public equity and debt markets earlier this year and in prior years, any disruptions in the financial markets may limit our ability to access the public equity or debt markets in the future.

Long–term Debt

As of March 31, 2012, we have a $1.0 billion credit facility that expires in April 2016. Borrowings under the facility may not exceed a “borrowing base” determined by the lenders based on our oil and natural gas reserves. As of March 31, 2012, the borrowing base was $750.0 million, and we had $235.0 million outstanding. In April 2012, our borrowing based was reaffirmed at $750.0 million.

In March 2012, we issued an additional $200.0 million in aggregate principal amount of 8.0% senior notes due 2019 and received proceeds of $202.1 million. We used the proceeds to repay indebtedness outstanding under our credit facility. As of March 31, 2012, the aggregate carrying amount of the senior notes due 2019 was $499.2 million.

For additional information about our long–term debt, such as interest rates and covenants, please see “Item 1. Condensed Consolidated Financial Statements (unaudited)” contained herein for additional information.

Cash and Short–term Investments

At March 31, 2012, we had $34.4 million of cash and short–term investments, which included $33.2 million of short–term investments.  With regard to our short–term investments, we invest in money market accounts with a major financial institution.  

Counterparty Exposure

At March 31, 2012, our open derivative contracts were in a net receivable position with a fair value of $149.9 million. All of our derivative contracts are with major financial institutions who are also lenders under our credit facility.  Should one of these financial counterparties not perform, we may not realize the benefit of some of our derivative contracts and we could incur a loss. As of March 31, 2012, all of our counterparties have performed pursuant to their derivative contracts.

Cash Flows

Cash flows provided by (used in) type of activity were as follows:

Operating Activities

Cash flows from operating activities provided $58.5 million and $35.9 million in the three months ended March 31, 2012 and 2011, respectively. The increase was primarily due to increased production from our acquisitions of oil and natural gas properties in 2011 and higher prices for oil, partially offset by lower prices for natural gas and natural gas liquids and higher operating expenses.

Investing Activities

Our principal recurring investing activity is the acquisition and development of oil and natural gas properties. During the three months ended March 31, 2012, we spent $36.5 million for acquisitions of oil and natural gas properties and $29.1 million for additions to our oil and natural gas properties. We also increased our investment in unconsolidated affiliates by $11.6 million. In addition, we received $5.5 million from the sale of oil and natural gas properties and $1.7 million from the settlements of acquired derivatives. During the three months ended March 31, 2011, we spent $13.4 million for development of our oil and natural gas properties.

Financing Activities

During the three months ended March 31, 2012, we received proceeds of $262.7 million, after payment of offering costs of $0.2 million, from our public equity offering in February 2012 and $202.1 million, after payment of offering costs of $3.9 million, from our debt offering in March 2012. We used the proceeds to repay $460.0 million of indebtedness outstanding under our credit facility. We also received $35.0 million form borrowings under our credit facility and contributions of $5.7 million from our general partner in order to maintain its 2% interest in us. In addition, we paid distributions of $29.8 million to holders of our common units and our general partner.

During the three months ended March 31, 2011, we received net proceeds of $146.9 million from our public equity offering in March 2011, and we received contributions of $3.2 million from our general partner in order to maintain its 2% interest in us. We also received net proceeds of $291.8 million from our debt offering in March 2011. We used the proceeds from these offering to repay $431.5 million of borrowings outstanding under our credit facility. In addition, we paid distributions of $26.5 million to holders of our common units and our general partner.

FORWARD–LOOKING STATEMENTS

This Form 10–Q contains forward–looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act (each a “forward–looking statement”). These forward–looking statements relate to, among other things, the following:

·       our future financial and operating performance and results;

·       our business strategy and plans, including the Utica Shale;

·       our estimated net proved reserves, PV–10 and standardized measure;

·       market prices;

·       our future derivative activities; and

·       our plans and forecasts.

 We have based these forward–looking statements on our current assumptions, expectations and projections about future events.

The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “may,” “likely” and similar expressions, and the negative thereof, are intended to identify forward–looking statements. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other “forward–looking” information. We do not undertake any obligation to update or revise publicly any forward–looking statements, except as required by law. These statements also involve risks and uncertainties that could cause our actual results or financial condition to materially differ from our expectations in this Form 10–Q including, but not limited to:

·       fluctuations in prices of oil and natural gas;

·       significant disruptions in the financial markets;

·       future capital requirements and availability of financing;

·       uncertainty inherent in estimating our reserves;

·       risks associated with drilling and operating wells;

·       discovery, acquisition, development and replacement of oil and natural gas reserves;

·       cash flows and liquidity;

·       timing and amount of future production of oil and natural gas;

·       availability of drilling and production equipment;

·       marketing of oil and natural gas;

·       developments in oil and natural gas producing countries;

·       competition;

·       general economic conditions;

·       governmental regulations;

·       receipt of amounts owed to us by purchasers of our production and counterparties to our derivative financial instrument contracts;

·       hedging decisions, including whether or not to enter into derivative financial instruments;

·       events similar to those of September 11, 2001;

·       actions of third party co–owners of interest in properties in which we also own an interest;

·       fluctuations in interest rates and the value of the U.S. dollar in international currency markets; and

·       our ability to effectively integrate companies and properties that we acquire.

All of our forward–looking information is subject to risks and uncertainties that could cause actual results to differ materially from the results expected. Although it is not possible to identify all factors, these risks and uncertainties include the risk factors and the timing of any of those risk factors identified in the “Risk Factors” section included in Item 1A of our Annual Report on Form 10–K for the year ended December 31, 2011. This document is available through our web site or through the SEC’s Electronic Data Gathering and Analysis Retrieval System at http://www.sec.gov.

Our revenues, operating results, financial condition and ability to borrow funds or obtain additional capital depend substantially on prevailing prices for oil, natural gas and natural gas liquids. Declines in these prices may materially adversely affect our financial condition, liquidity, ability to obtain financing and operating results. Lower oil or natural gas prices also may reduce the amount of oil or natural gas that we can produce economically. A decline in oil and/or natural gas prices could have a material adverse effect on the estimated value and estimated quantities of our oil and natural gas reserves, our ability to fund our operations and our financial condition, cash flows, results of operations and access to capital. Historically, oil and natural gas prices and markets have been volatile, with prices fluctuating widely, and they are likely to continue to be volatile.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks that are inherent in our financial statements that arise in the normal course of business. We may enter into derivative instruments to manage or reduce market risk, but do not enter into derivative agreements for speculative purposes.

We do not designate these or plan to designate future derivative instruments as hedges for accounting purposes. Accordingly, the changes in the fair value of these instruments are recognized currently in earnings.

Commodity Price Risk

Our major market risk exposure is to prices for oil, natural gas and natural gas liquids. These prices have historically been volatile. As such, future earnings are subject to change due to changes in these prices. Realized prices are primarily driven by the prevailing worldwide price for oil and regional spot prices for natural gas production. We have used, and expect to continue to use, oil and natural gas commodity contracts to reduce our risk of changes in the prices of oil and natural gas. Pursuant to our risk management policy, we engage in these activities as a hedging mechanism against price volatility associated with pre–existing or anticipated sales of oil and natural gas.

We have entered into commodity contracts to hedge a portion of our anticipated oil and natural gas production through December 2015. As of March 31, 2012, we have commodity contracts covering approximately 55% of our production attributable to our estimated net proved reserves from April 2012 through December 2015, as estimated in our reserve report prepared by third party engineers using prices, costs and other assumptions required by SEC rules. Our actual production will vary from the amounts estimated in our reserve reports, perhaps materially.

The fair value of our oil and natural gas commodity contracts at March 31, 2012 was a net asset of $159.4 million. A 10% change in oil and natural gas prices with all other factors held constant would result in a change in the fair value (generally correlated to our estimated future net cash flows from such instruments) of our oil and natural gas commodity contracts and basis swaps of approximately $65.1 million. Please see “Item 1. Condensed Consolidated Financial Statements (unaudited)” contained herein for additional information.

Interest Rate Risk

Our floating rate credit facility and interest rate swaps also expose us to risks associated with changes in interest rates and as such, future earnings are subject to change due to changes in these interest rates. If interest rates on our facility increased by 1%, interest expense for the three months ended March 31, 2012 would have increased by approximately $1.2 million. The fair value of our interest rate swaps at March 31, 2012 was a liability of $9.5 million. A 1% change in interest rates with all other factors held constant would result in a change in the fair value (generally correlated to our estimated future net cash flows from such interest rate swaps) of our interest rate swaps of approximately $3.7 million. Please see “Item 1. Condensed Consolidated Financial Statements (unaudited)” contained herein for additional information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In accordance with Exchange Act Rule 13a–15 and 15d–15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2012 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Change in Internal Controls Over Financial Reporting

There have not been any changes in our internal controls over financial reporting that occurred during the quarterly period ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in disputes or legal actions arising in the ordinary course of business. We do not believe the outcome of such disputes or legal actions will have a material adverse effect on our unaudited condensed consolidated financial statements.

ITEM 1A. RISK FACTORS

There have been no material changes with respect to the risk factors disclosed in our Annual Report on Form 10–K for the year ended December 31, 2011.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The exhibits listed below are filed or furnished as part of this report:

+32 .1 Section 1350 Certification of Chief Executive Officer

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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.

EXHIBIT INDEX

+32 .1 Section 1350 Certification of Chief Executive Officer

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