UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 29, 2014
EAGLE ROCK ENERGY PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)

Delaware
001-33016
68-0629883
(State or other jurisdiction of incorporation or organization)
Commission File Number
(I.R.S. Employer Identification No.)

1415 Louisiana Street, Suite 2700
Houston, Texas 77002
(Address of principal executive offices, including zip code)

(281) 408-1200
(Registrant's telephone number, including area code)


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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.
    
A press release issued by the Eagle Rock Energy Partners, L.P. (the " Partnership") on October 29, 2014, regarding financial results for the quarter ended September 30, 2014, is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being “furnished” pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Partnership filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


Item 9.01     Financial Statements and Exhibits.
(d)         Exhibits.

Exhibit No.     Description

99.1         Press Release of Eagle Rock Energy Partners, L.P. dated October 29, 2014.





SIGNATURE
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.
 
EAGLE ROCK ENERGY PARTNERS, L.P.

 
By:
Eagle Rock Energy GP, L.P.,
 
 
its general partner
 
By:
Eagle Rock Energy G&P, LLC,
 
 
its general partner
 
 
 
Date: October 29, 2014
By:
/s/ Robert M. Haines
 
 
Robert M. Haines
 
 
Vice President and Chief Financial Officer






INDEX TO EXHIBITS

Exhibit No.     Description
99.1         Press Release of Eagle Rock Energy Partners, L.P. dated October 29, 2014.







Exhibit 99.1

  
October 29, 2014
 
Eagle Rock Reports Third Quarter 2014 Financial Results

HOUSTON - Eagle Rock Energy Partners, L.P. (“Eagle Rock” or the “Partnership”) (NASDAQ: EROC) today announced its unaudited financial results for the three months ended September 30, 2014.

Third Quarter 2014 Highlights

Adjusted EBITDA increased 42% over second quarter 2014
Distributable cash flow of $16.0 million, equivalent to $0.10/unit
Announced a distribution of $0.07/unit for the third quarter, or $0.28/unit annualized
Distribution coverage of 1.4x distributable cash flow
Total daily production increased 5.3% over second quarter 2014
Total liquidity of $374 million at quarter-end, including Regency (RGP) units
Announced a common unit repurchase program of up to $100 million

Third Quarter 2014 Financial and Operating Results

Significant results from continuing operations for the third quarter of 2014:

Adjusted EBITDA of $35.4 million, a 42% increase as compared to $24.9 million in second quarter 2014.
Distributable Cash Flow of $16.0 million, compared to $3.9 million for second quarter 2014.
Net Income of $266.3 million, driven largely by the $249.9 million gain recorded in the quarter related to the Midstream Business Contribution.
Drilled and completed 3 gross (3 net) operated wells and participated in 4 gross (1.4 net) non-operated wells in the Mid-Continent region.  Additionally, conducted 6 gross (3.8 net) workovers and 1 gross (1 net) recompletion.
Total production was 6.90 Bcfe compared to 6.48 Bcfe in second quarter 2014. Average daily production was 75.1 MMcfe/d compared to 71.2 MMcfe/d in second quarter 2014.
Oil production increased 13% quarter over quarter from 300 MBbl to 338 MBbl
NGL production increased 2% quarter over quarter from 290 MBbl to 297 MBbl
Natural gas production increased 5% quarter over quarter from 2.94 Bcf to 3.09 Bcf
The increase in production volumes was primarily due to:
Strong performance from three operated wells completed in the Golden Trend Field and four non-operated (Briar) wells completed in the prolific horizontal Woodford “SCOOP” play.
98% average run-time at the Big Escambia Creek processing facility
Product revenue of $53.6 million, up 3% compared to $52.0 million for second quarter 2014, due to higher production volumes offset by lower commodity prices.
Cash Distributions of $4.0 million received from Regency Energy Partners, LP (“Regency”) on the Regency units held by the Partnership.
Operating expenses, including taxes, of $13.9 million, 4% lower than second quarter 2014, primarily due to lower estimated ad valorem taxes and other items.





General and administrative expenses of $9.3 million (after excluding amortization of expenses pursuant to the Long-Term Incentive Plan), down 12% from second quarter 2014, primarily due to the elimination of shared services with the Partnership’s former midstream business.
Operating income, excluding an impairment charge of $17.3 million, increased to $32.8 million as compared to the operating loss of $12.8 million for second quarter 2014, primarily due to unrealized gains on commodity derivatives and higher production.
Maintenance capital expenditures of $14.5 million, an increase of $0.2 million as compared to second quarter 2014.

Capitalization and Liquidity Update

As of September 30, 2014, the Partnership’s borrowing base under its senior secured credit facility totaled approximately $330 million, and based on outstanding borrowings and letters of credit, the Partnership had approximately $104.3 million of availability under its senior secured credit facility.
The Partnership announced on October 14, 2014 that it amended its five-year senior secured credit facility originally entered into on June 22, 2011 with a syndicate of banks led by Wells Fargo, N.A. as administrative agent, and Bank of America, N.A. and Royal Bank of Scotland plc as co-syndication agents. Pursuant to the amendment, the Partnership’s borrowing base was reduced to $320 million and the facility term was extended to October 2019 (five years from amendment). The amendment coincided with the semi-annual redetermination of the borrowing base, and the next redetermination will be April 2015.
The 8.2 million Regency units held by the Partnership were not collateralized under the credit facility agreement.

The amended credit agreement is a more traditional reserve-based facility for a pure-play upstream company, and includes revised covenants and improved fee pricing, as follows:

Total Leverage Ratio of no greater than 4.0x LTM Adjusted EBITDA (increases to 4.5x LTM Adjusted EBITDA for the two periods following an acquisition above $50 million)
Current Ratio of no less than 1.0x
Removal of Senior Secured Leverage Ratio covenant
Removal of Interest Coverage Ratio covenant
Improved fee pricing by 25 basis points on all tranches except the Commitment Fee, which remains relatively the same

As of September 30, 2014 the value of the 8.2 million Regency units held by the Partnership was $269.0 million. The Partnership’s cash balance at the end of the third quarter was $0.6 million.

As of October 27, 2014, the Partnership had 159.8 million common units outstanding eligible to receive the distribution, including 2.3 million unvested restricted common units eligible to receive the distribution, issued under its Amended and Restated Long-Term Incentive Plan. The Partnership had 160.1 million total common units outstanding as of October 27, 2014, including 2.7 million unvested restricted common units issued under its Amended and Restated Long-Term Incentive Plan.

Guidance

During the fourth quarter of 2014, the Partnership plans to spend approximately $28 million on capital expenditures and expects $14 million to be categorized as maintenance capital expenditures





and $14 million to be categorized as growth capital expenditures. Subject to results from the Partnership’s drilling program, the Partnership expects to average between 76 and 78 MMcfe/d during fourth quarter 2014. Eagle Rock currently expects its quarterly General & Administrative expenses, excluding amortization of expenses related to its Long Term Incentive Plan, to decrease over the next six months to a run rate between $8.5 and $8.7 million per quarter.

Hedging Update

The Partnership employs risk mitigation strategies to protect cash flow such that the Partnership may maintain a steady rate of quarterly cash distributions to our investors. One important risk mitigation strategy is the use of commodity price hedging to lock in stable cash flow during commodity price fluctuations. Eagle Rock’s estimated hedge profile is as follows:
 
REM 2014E
2015E
2016E
2017E
2018E
2019E
Oil Production Hedged:
 
 
 
 
 
 
% Oil Hedged
77%
78%
66%
35%
34%
34%
Average WTI Strike Price ($/Bbl)
$96.82
$89.88
$84.66
$88.02
$87.50
$87.07
Average LLS Strike Price ($/Bbl)
--
--
--
$91.25
$90.75
$90.25
Natural Gas Production Hedged:
 
 
 
 
 
 
% Natural Gas Hedged
87%
85%
72%
--
--
--
Average Henry Hub Strike Price ($/MMbtu)
$4.51
$4.07
$4.25
--
--
--
Note: 45% of the Partnership’s natural gas liquids (“NGLs”) are hedged directly in the remainder of 2014 (Propane - $1.06/gal; I Butane - $1.31/gal; N Butane - $1.30/gal). While these NGL direct product hedges, and the volumes under them, are included in the percentage of oil volumes hedged for 2014 as shown above, the weighted-average strike prices shown above for WTI and LLS in 2014 do not include any impact of these hedges. There are no direct NGL product hedges in 2015-19, but the underlying NGL volumes are included in presenting the percentage-hedged.
The Partnership has not entered into any additional commodity hedges since its last hedging update on September 10, 2014. The latest presentation, which now excludes the midstream hedges that were conveyed as part of the Midstream Business Contribution, can be accessed by going to www.eaglerockenergy.com: select Investor Relations, then select Presentations.

Third Quarter 2014 Conference Call Information

Eagle Rock will hold a conference call to discuss its third quarter 2014 financial and operating results on Thursday, October 30, 2014 at 2:00 p.m. Eastern Time (1:00 p.m. Central Time).
Interested parties may listen to the earnings conference call live over the Internet or via telephone. To listen live over the Internet, participants are advised to log on to the Partnership's web site at www.eaglerockenergy.com and select the “Events & Presentations” sub-tab under the “Investor Relations” tab. To participate by telephone, the call in number is 877-293-5457, conference ID 22777390. Participants are advised to dial into the call at least 15 minutes prior to the call. An audio replay of the conference call will also be available for thirty days by dialing 855-859-2056, conference ID 22777390. In addition, a replay of the audio webcast will be available by accessing the Partnership's web site after the call is concluded.

About the Partnership

Eagle Rock is a growth-oriented master limited partnership engaged in (a) the exploitation, development, and production of oil and natural gas properties and (b) ancillary gathering, compressing, treating, processing and marketing services with respect to its production of natural gas, natural gas liquids, condensate and crude oil.






Contact:

Eagle Rock Energy Partners, L.P.

Bob Haines, 281-408-1303
Vice President and Interim Chief Financial Officer

Chad Knips, 281-408-1203
Director, Corporate Finance and Investor Relations

Use of Non-GAAP Financial Measures

This news release and the accompanying schedules include the non-generally accepted accounting principles, or non-GAAP, financial measures of Adjusted EBITDA and Distributable Cash Flow. The accompanying non-GAAP financial measures schedules (after the financial schedules) provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States, or GAAP. Non-GAAP financial measures should not be considered alternatives to GAAP measures such as net income (loss), operating income (loss), cash flows from operating activities or any other GAAP measure of liquidity or financial performance.

Eagle Rock defines Adjusted EBITDA as net income (loss) plus or (minus) income tax provision (benefit); interest-net, including realized interest rate risk management instruments and other expense; depreciation, depletion and amortization expense; impairment expense; other operating expense, non-recurring; other non-cash operating and general and administrative expenses, including non-cash compensation related to the Partnership’s equity-based compensation program; unrealized (gains) losses on commodity and interest rate risk management related instruments; (gains) losses on discontinued operations and other (income) expense; excluding certain general and administrative expenses incurred in connection with the Partnership’s strategic review and Midstream Business Contribution.

Eagle Rock uses Adjusted EBITDA as a measure of its core profitability to assess the financial performance of its assets. Adjusted EBITDA also is used as a supplemental financial measure by external users of Eagle Rock's financial statements such as investors, commercial banks and research analysts. For example, the Partnership's lenders under its revolving credit facility use a variant of its Adjusted EBITDA in a compliance covenant designed to measure the viability of Eagle Rock and its ability to perform under the terms of the revolving credit facility; Eagle Rock, therefore, uses Adjusted EBITDA to measure its compliance with its revolving credit facility. Eagle Rock believes that investors benefit from having access to the same financial measures that its management uses in evaluating performance. Adjusted EBITDA is useful in determining Eagle Rock's ability to sustain or increase distributions. By excluding unrealized derivative gains (losses), a non-cash, mark-to-market benefit (charge) which represents the change in fair market value of the Partnership's executed derivative instruments and is independent of its assets' performance or cash flow generating ability, Eagle Rock believes Adjusted EBITDA reflects the Partnership's ability to generate cash sufficient to pay interest costs, support its level of indebtedness, make cash distributions to its unitholders and finance its maintenance capital expenditures. Eagle Rock further believes that Adjusted EBITDA also portrays the underlying performance of its operating assets by isolating the performance of its operating assets from the impact of an unrealized, non-cash measure designed to portray the fluctuating inherent value of a financial asset. Similarly, by excluding the impact of non-recurring discontinued operations, Adjusted EBITDA provides users





of the Partnership's financial statements a picture of its current assets' cash generation ability, independently from that of assets which are no longer a part of its operations.

Eagle Rock's Adjusted EBITDA definition may not be comparable to Adjusted EBITDA or similarly titled measures of other entities, as other entities may not calculate Adjusted EBITDA in the same manner as Eagle Rock. Eagle Rock has reconciled Adjusted EBITDA to the GAAP financial measure of net income (loss) at the end of this release.

Adjusted EBITDA does not include interest expense, income taxes or depreciation and amortization expense. Because we have borrowed money to finance our operations, interest expense is a necessary element of our costs and our ability to generate net income. Because we use capital assets, depreciation and amortization are also necessary elements of our costs. Therefore, any measures that exclude these elements have material limitations. To compensate for these limitations, we believe that it is important to consider both net income (loss) and net cash flows provided by operating activities determined under GAAP, as well as Adjusted EBITDA, to evaluate our performance and liquidity.

Distributable Cash Flow is defined as Adjusted EBITDA minus: (i) maintenance capital expenditures; (ii) cash interest expense; (iii) cash income taxes; and (iv) the addition of losses or subtraction of gains relating to other miscellaneous non-cash amounts affecting net income (loss) for the period. Maintenance capital expenditures represent capital expenditures necessary to maintain the Partnership's natural gas, NGL, crude or sulfur production. We estimate these amounts based on current projections and expectations, and do not undertake to adjust any historical amounts based on the actual impact of such expenditures on production. As a result, the included amount of maintenance capital expenditures could fail to maintain production if actual performance does not meet the Partnership’s projections and expectations, including, without limitation, on account of: (i) unanticipated mechanical issues; (ii) unanticipated delays; (iii) poorer than expected production performance of the Partnership’s new wells and recompletions; and/or (iv) unanticipated loss of, or higher than anticipated decline in, existing production.

Distributable Cash Flow is a significant performance metric used by senior management to compare cash flows generated by the Partnership (excluding growth capital expenditures and prior to the establishment of any retained cash reserves by the Board of Directors) to the cash distributions expected to be paid to unitholders. Using this metric, management can quickly compute the coverage ratio of estimated cash flows to planned cash distributions. This financial measure also is important to investors as an indicator of whether the Partnership is generating cash flow at a level that can sustain or support an increase in quarterly distribution rates. Actual distributions are set by the Board of Directors.

The GAAP measure most directly comparable to Distributable Cash Flow is net income (loss). Eagle Rock's Distributable Cash Flow definition may not be comparable to Distributable Cash Flow or similarly titled measures of other entities, as other entities may not calculate Distributable Cash Flow (and Adjusted EBITDA, on which it builds) in the same manner as Eagle Rock. Eagle Rock has reconciled Distributable Cash Flow to the GAAP financial measure of net income/(loss) at the end of this release.

Forward-Looking Statements

This news release may include "forward-looking statements." All statements, other than statements of historical facts, included in this press release that address activities, events or





developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements and speak only as of the date on which such statement is made. These statements are based on certain assumptions made by the Partnership based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Partnership. These include, but are not limited to, risks related to volatility of commodity prices; market demand for crude oil, natural gas and natural gas liquids; the effectiveness of the Partnership's hedging activities; the availability of local, intrastate and interstate transportation systems and other facilities to transport crude oil, natural gas and natural gas liquids; competition in the oil and gas industry; the Partnership's ability to obtain credit and access the capital markets; general economic conditions; and the effects of government regulations and policies. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the Partnership's actual results and plans could differ materially from those implied or expressed by any forward-looking statements. The Partnership assumes no obligation to update any forward-looking statement as of any future date. For a detailed list of the Partnership's risk factors, please consult the Partnership's Form 10-K, filed with the SEC for the year ended December 31, 2013 and the Partnership's Forms 10-Q filed with the SEC for subsequent quarters, including the Form 10-Q filed for the quarter ended September 30, 2014, as well as any other public filings and press releases.










Eagle Rock Energy Partners, L.P.
Consolidated Statement of Operations
($ in thousands)
(unaudited)

 
Three Months Ended
September 30,
 
Nine Months Ended September 30,
 
Three Months Ended June 30, 2014
 
2014
 
2013
 
2014
 
2013
 
REVENUE:
 
 
 
 
 
 
 
 
 
Natural gas, natural gas liquids, oil, condensate and sulfur sales
$
53,626

 
$
53,318

 
$
160,677

 
$
149,375

 
$
51,967

Unrealized commodity derivative losses
26,700

 
(13,702
)
 
3,900

 
(12,436
)
 
(15,905
)
Realized commodity derivative (losses) gains
1,267

 
2,824

 
(4,047
)
 
12,060

 
(2,176
)
Other revenue
(369
)
 
45

 
(59
)
 
618

 
158

Total revenue
81,224

 
42,485

 
160,471

 
149,617

 
34,044

 
 
 
 
 
 
 
 
 
 
COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
 
Operations and maintenance
10,707

 
8,773

 
33,112

 
30,052

 
10,907

Taxes other than income
3,184

 
3,731

 
10,571

 
9,730

 
3,596

General and administrative
12,235

 
13,515

 
37,530

 
40,166

 
12,005

Impairment
17,305

 
61,389

 
17,305

 
63,228

 

Depreciation, depletion and amortization
22,259

 
22,471

 
62,964

 
65,827

 
20,299

Total costs and expenses
65,690

 
109,879

 
161,482

 
209,003

 
46,807

OPERATING LOSS
15,534

 
(67,394
)
 
(1,011
)
 
(59,386
)
 
(12,763
)
OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
 
 
Interest expense, net
(3,188
)
 
(4,647
)
 
(12,890
)
 
(14,211
)
 
(4,948
)
Realized interest rate derivative losses
(1,738
)
 
(1,693
)
 
(5,163
)
 
(5,029
)
 
(1,717
)
Unrealized interest rate derivative gains
1,657

 
1,234

 
4,221

 
4,263

 
1,146

Other income (expense), net
4,080

 
3

 
4,083

 
(32
)
 
2

Total other income (expense)
811

 
(5,103
)
 
(9,749
)
 
(15,009
)
 
(5,517
)
LOSS BEFORE INCOME TAXES
16,345

 
(72,497
)
 
(10,760
)
 
(74,395
)
 
(18,280
)
INCOME TAX BENEFIT
(886
)
 
(2,155
)
 
(2,636
)
 
(4,260
)
 
(885
)
(LOSS) INCOME FROM CONTINUING OPERATIONS
17,231

 
(70,342
)
 
(8,124
)
 
(70,135
)
 
(17,395
)
DISCONTINUED OPERATIONS, NET OF TAX
249,057

 
(21,223
)
 
212,808

 
(38,912
)
 
(25,646
)
NET LOSS
$
266,288

 
$
(91,565
)
 
$
204,684

 
$
(109,047
)
 
$
(43,041
)
















Eagle Rock Energy Partners, L.P.
Consolidated Balance Sheets
($ in thousands)
(unaudited)

 
September 30,
2014
 
December 31,
2013
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
593

 
$
76

Short-term investments
268,980

 

Accounts receivable
33,648

 
17,250

Risk management assets
5,180

 
5,559

Prepayments and other current assets
11,029

 
6,123

Assets held for sale

 
1,259,382

Total current assets
319,430

 
1,288,390

PROPERTY, PLANT AND EQUIPMENT — Net
852,127

 
824,451

INTANGIBLE ASSETS — Net
3,121

 
3,268

DEFERRED TAX ASSET
2,224

 
1,438

RISK MANAGEMENT ASSETS
2,067

 
3,871

OTHER ASSETS
4,793

 
6,132

TOTAL
$
1,183,762

 
$
2,127,550

 
 

 
 

LIABILITIES AND MEMBERS' EQUITY
 

 
 

CURRENT LIABILITIES:
 

 
 

Accounts payable
$
44,086

 
$
50,158

Accrued liabilities
9,737

 
23,162

Taxes payable
2,019

 
149

Risk management liabilities
4,069

 
8,360

Liabilities held for sale

 
637,738

Total current liabilities
59,911

 
719,567

LONG-TERM DEBT
276,425

 
757,480

ASSET RETIREMENT OBLIGATIONS
46,784

 
37,306

DEFERRED TAX LIABILITY
32,721

 
34,097

RISK MANAGEMENT LIABILITIES
(2,781
)
 
2,826

OTHER LONG TERM LIABILITIES
4,943

 
2,395

MEMBERS' EQUITY
765,759

 
573,879

TOTAL
$
1,183,762

 
$
2,127,550




Eagle Rock Energy Partners, L.P.
Upstream Operations Information
(unaudited)





 
Three Months Ended
September 30,
 
Nine Months Ended September 30,
 
Three Months Ended June 30, 2014
 
2014
 
2013
 
2014
 
2013
 
Upstream
 
 
 
 
 
 
 
 
 
Production:
 
 
 
 
 
 
 
 
 
Oil and condensate (Bbl)
338,462

 
321,170

 
955,918

 
894,591

 
300,330

Gas (Mcf)
3,094,006

 
3,254,722

 
8,989,872

 
9,565,038

 
2,943,718

NGLs (Bbl)
296,686

 
298,031

 
859,999

 
866,055

 
289,639

Total Mcfe
6,904,894

 
6,969,928

 
19,885,374

 
20,128,914

 
6,483,532

 
 
 
 
 
 
 
 
 
 
Sulfur (long ton)
22,534

 
26,788

 
72,549

 
80,028

 
25,554

 
 
 
 
 
 
 
 
 
 
Realized prices, excluding derivatives:
 
 
 
 
 
 
 
 
 
Oil and condensate (per Bbl)
$
85.66

 
$
93.74

 
$
86.43

 
$
87.95

 
$
88.21

Gas (Mcf)
$
3.92

 
$
3.40

 
$
4.41

 
$
3.53

 
$
4.38

NGLs (Bbl)
$
34.70

 
$
36.19

 
$
37.22

 
$
34.24

 
$
35.38

Sulfur (long ton)
$
97.55

 
$
50.95

 
$
88.36

 
$
90.60

 
$
91.09

 
 
 
 
 
 
 
 
 
 
Operating statistics:
 
 
 
 
 
 
 
 
 
Operating costs per Mcfe (incl production taxes) (1)
$
1.77

 
$
1.64

 
$
1.97

 
$
1.80

 
$
2.00

Operating costs per Mcfe (excl production taxes) (1)
$
1.30

 
$
1.11

 
$
1.43

 
$
1.32

 
$
1.45

Operating (loss) income per Mcfe
$
0.07

 
$
(6.11
)
 
$
1.96

 
$
(0.87
)
 
$
2.81

 
 
 
 
 
 
 
 
 
 
Drilling program (gross wells):
 
 
 
 
 
 
 
 
 
Development wells
7

 
16

 
17

 
38

 
6

Completions
7

 
16

 
17

 
37

 
6

Workovers
6

 
6

 
18

 
24

 
7

Recompletions
1

 
1

 
5

 
8

 
3


______________________

(1)
Excludes post-production costs of $1,702, $4,585, $1,069 and $3,464 for the three and nine months ended September 30, 2014 and 2013, respectively, and $1,512 for the three months ended June 30, 2014.







Non-GAAP Financial Measures
The following tables present a reconciliation of the non-GAAP financial measures of Adjusted EBITDA and Distributable Cash Flow to the GAAP financial measure of net income for each of the periods indicated (in thousands).


Eagle Rock Energy Partners, L.P.
GAAP to Non-GAAP Reconciliations
($ in thousands)
(unaudited)
 
Three Months Ended
September 30,
 
Nine Months Ended September 30,
 
Three Months Ended June 30, 2014
 
2014
 
2013
 
2014
 
2013
 
Net loss to Adjusted EBITDA
 
 
 
 
 
 
 
 
 
Net loss, as reported
$
266,288

 
$
(91,565
)
 
$
204,684

 
$
(109,047
)
 
$
(43,041
)
Depreciation, depletion and amortization
22,259

 
22,471

 
62,964

 
65,827

 
20,299

Impairment
17,305

 
61,389

 
17,305

 
63,228

 

Loss from risk management activities, net
(27,886
)
 
11,337

 
1,089

 
1,142

 
18,652

Total commodity derivative settlements
(471
)
 
1,131

 
(9,210
)
 
7,031

 
(3,893
)
Non-cash mark-to-market of Upstream product imbalances
3

 
3

 
(4
)
 
(2
)
 
(1
)
Restricted units non-cash amortization expense
2,948

 
3,044

 
6,990

 
7,749

 
1,459

Income tax benefit
(886
)
 
(2,155
)
 
(2,636
)
 
(4,260
)
 
(885
)
Interest - net including realized risk management instruments and other expense
4,886

 
6,337

 
18,010

 
19,272

 
6,663

Discontinued operations
(249,057
)
 
21,223

 
(212,808
)
 
38,912

 
25,646

Adjusted EBITDA
$
35,389

 
$
33,215

 
$
86,384

 
$
89,852

 
$
24,899

 
 
 
 
 
 
 
 
 
 
Net loss to Distributable Cash Flow
 
 
 
 
 
 
 
 
 
Net loss, as reported
$
266,288

 
$
(91,565
)
 
$
204,684

 
$
(109,047
)
 
$
(43,041
)
Depreciation, depletion and amortization expense
22,259

 
22,471

 
62,964

 
65,827

 
20,299

Impairment
17,305

 
61,389

 
17,305

 
63,228

 

Loss from risk management activities, net
(27,886
)
 
11,337

 
1,089

 
1,142

 
18,652

Total derivative settlements
(471
)
 
1,131

 
(9,210
)
 
7,031

 
(3,893
)
Capital expenditures-maintenance related
(14,547
)
 
(13,612
)
 
(43,507
)
 
(31,652
)
 
(14,319
)
Non-cash mark-to-market of Upstream product imbalances
3

 
3

 
(4
)
 
(2
)
 
(1
)
Restricted units non-cash amortization expense
2,948

 
3,044

 
6,990

 
7,749

 
1,459

Income tax benefit
(886
)
 
(2,155
)
 
(2,636
)
 
(4,260
)
 
(885
)
Discontinued operations
(249,057
)
 
21,223

 
(212,808
)
 
38,912

 
25,646

Distributable Cash Flow
$
15,956

 
$
13,266

 
$
24,867

 
$
38,928

 
$
3,917



###


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