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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pioneer Southwest Energy Partners L.P. Pioneer Southwest Energy Partners Lp | NYSE:PSE | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 42.50 | 0.00 | 01:00:00 |
ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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26-0388421
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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5205 N. O'Connor Blvd., Suite 200, Irving, Texas
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75039
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 4.
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Item 6.
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•
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"ASC"
means Accounting Standards Codification as promulgated by the Financial Accounting Standards Board.
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•
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"BBL"
means a standard barrel containing 42 United States gallons.
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•
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"BOE"
means a barrel of oil equivalent and is a standard convention used to express oil and gas volumes on a comparable oil equivalent basis. Gas equivalents are determined under the relative energy content method by using the ratio of six thousand cubic feet of gas to one BBL of oil or natural gas liquid.
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•
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"BOEPD"
means BOE per day.
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•
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"BTU"
means British thermal unit, which is a measure of the amount of energy required to raise the temperature of one pound of water one degree Fahrenheit.
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•
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"Common unit"
means outstanding Pioneer Southwest Energy Partners L.P. limited partner units.
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•
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"COPAS fee"
means a fee based on an overhead rate established by the Council of Petroleum Accountants Societies to reimburse the operator of a well for overhead costs, such as accounting and engineering costs.
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•
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"Derivatives"
means financial contracts, or financial instruments, (i) with one or more notional amounts and whose values are derived from the value of one or more underlying assets, reference rates or indexes; (ii) which require no initial net investment or an initial net investment that is smaller than would be required for other types of contracts that would be expected to have a similar response to changes in market factors; and, (iii) whose terms require or permit net settlement.
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•
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"GAAP"
means accounting principles that are generally accepted in the United States of America.
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•
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"LIBOR"
means London Interbank Offered Rate, which is a market rate of interest.
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•
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"MBBL"
means one thousand BBLs.
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•
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"MBOE"
means one thousand BOEs.
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•
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"MCF"
means one thousand cubic feet and is a measure of gas volume.
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•
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"MMBOE"
means one million BOEs.
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•
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"MMBTU"
means one million BTUs.
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•
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"MMCF"
means one million cubic feet.
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•
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"NGL"
means natural gas liquid.
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•
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"NYMEX"
means the New York Mercantile Exchange.
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•
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"NYSE"
means the New York Stock Exchange.
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•
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"Partnership"
or "
Pioneer Southwest"
means Pioneer Southwest Energy Partners L.P. and its subsidiaries.
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•
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"Pioneer"
means Pioneer Natural Resources Company and its subsidiaries.
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•
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"Proved reserves"
are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.
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•
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"Recompletion"
means the completion for production of an existing wellbore in a formation other than a formation that the well has been previously completed.
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•
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"U.S."
means United States.
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•
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"Workover"
means operations on an existing well to restore or increase production.
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•
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With respect to information on the working interest in wells, drilling locations and acreage,
"net"
wells, drilling locations and acres are determined by multiplying
"gross"
wells, drilling locations and acres by the Partnership's working interest in such wells, drilling locations and acres. Unless otherwise specified, wells, drilling locations and acres statistics quoted herein represent gross wells, drilling locations and acres.
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•
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All currency amounts are expressed in U.S. dollars.
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September 30, 2013
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December 31, 2012
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||||
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(Unaudited)
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||||
ASSETS
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||||||||
Current assets:
|
|
|
|
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||||
Cash
|
|
$
|
4,813
|
|
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$
|
1,601
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Accounts receivable:
|
|
|
|
|
||||
Trade
|
|
22,188
|
|
|
15,651
|
|
||
Due from affiliates
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|
391
|
|
|
—
|
|
||
Inventories
|
|
1,307
|
|
|
1,388
|
|
||
Prepaid expenses
|
|
148
|
|
|
228
|
|
||
Deferred income taxes
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|
96
|
|
|
89
|
|
||
Derivatives
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5,238
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|
4,553
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||
Total current assets
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34,181
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23,510
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||
Property, plant and equipment, at cost:
|
|
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||||
Oil and gas properties, using the successful efforts method of accounting:
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|
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||||
Proved properties
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664,765
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556,915
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Unproved properties
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6,727
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5,682
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Accumulated depletion, depreciation and amortization
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(187,253
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)
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|
(163,542
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)
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Total property, plant and equipment
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484,239
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399,055
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Derivatives
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3,055
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7,227
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|
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Other assets, net
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904
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|
|
1,097
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||
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$
|
522,379
|
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$
|
430,889
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LIABILITIES AND PARTNERS' EQUITY
|
||||||||
Current liabilities:
|
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||||
Accounts payable:
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||||
Trade
|
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$
|
33,982
|
|
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$
|
15,557
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Due to affiliates
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|
—
|
|
|
1,277
|
|
||
Interest payable
|
|
11
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|
|
9
|
|
||
Income taxes payable to affiliate
|
|
162
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|
|
70
|
|
||
Derivatives
|
|
4,795
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|
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13,390
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|
||
Asset retirement obligations
|
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600
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900
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||
Other current liabilities
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109
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146
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Total current liabilities
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39,659
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31,349
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Long-term debt
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201,000
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126,000
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||
Derivatives
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—
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150
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|
||
Deferred income taxes
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879
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156
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||
Asset retirement obligations
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11,087
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11,201
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Other liabilities
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355
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400
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||
Partners' equity:
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||||
General partner's interest - 35,750 general partner units issued and outstanding
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423
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416
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Limited partners' interest - 35,713,700 common units issued and outstanding
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268,976
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261,217
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Total partners' equity
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269,399
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261,633
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Commitments and contingencies
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||||
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$
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522,379
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$
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430,889
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Three Months Ended
|
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Nine Months Ended
|
||||||||||||
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September 30,
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September 30,
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||||||||||||
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2013
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2012
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2013
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|
2012
|
||||||||
Revenues:
|
|
|
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|
|
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|
|
||||||||
Oil and gas
|
|
$
|
63,013
|
|
|
$
|
46,385
|
|
|
$
|
163,832
|
|
|
$
|
139,655
|
|
Derivative gains (losses), net
|
|
(11,380
|
)
|
|
(13,592
|
)
|
|
(7,230
|
)
|
|
18,176
|
|
||||
|
|
51,633
|
|
|
32,793
|
|
|
156,602
|
|
|
157,831
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Oil and gas production
|
|
16,704
|
|
|
14,468
|
|
|
44,718
|
|
|
36,487
|
|
||||
Production and ad valorem taxes
|
|
4,793
|
|
|
3,974
|
|
|
13,273
|
|
|
11,801
|
|
||||
Depletion, depreciation and amortization
|
|
8,886
|
|
|
5,771
|
|
|
23,711
|
|
|
15,589
|
|
||||
General and administrative
|
|
1,950
|
|
|
1,888
|
|
|
5,691
|
|
|
5,548
|
|
||||
Accretion of discount on asset retirement obligations
|
|
209
|
|
|
189
|
|
|
623
|
|
|
567
|
|
||||
Interest
|
|
1,027
|
|
|
638
|
|
|
2,848
|
|
|
1,456
|
|
||||
Other
|
|
2,058
|
|
|
221
|
|
|
2,058
|
|
|
969
|
|
||||
|
|
35,627
|
|
|
27,149
|
|
|
92,922
|
|
|
72,417
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
|
16,006
|
|
|
5,644
|
|
|
63,680
|
|
|
85,414
|
|
||||
Income tax provision
|
|
(249
|
)
|
|
(111
|
)
|
|
(835
|
)
|
|
(1,062
|
)
|
||||
Net income
|
|
$
|
15,757
|
|
|
$
|
5,533
|
|
|
$
|
62,845
|
|
|
$
|
84,352
|
|
|
|
|
|
|
|
|
|
|
||||||||
Allocation of net income:
|
|
|
|
|
|
|
|
|
||||||||
General partner's interest
|
|
$
|
16
|
|
|
$
|
6
|
|
|
$
|
63
|
|
|
$
|
84
|
|
Limited partners' interest
|
|
15,689
|
|
|
5,474
|
|
|
62,631
|
|
|
84,058
|
|
||||
Unvested participating securities' interest
|
|
52
|
|
|
53
|
|
|
151
|
|
|
210
|
|
||||
Net income
|
|
$
|
15,757
|
|
|
$
|
5,533
|
|
|
$
|
62,845
|
|
|
$
|
84,352
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common unit - basic and diluted
|
|
$
|
0.44
|
|
|
$
|
0.15
|
|
|
$
|
1.75
|
|
|
$
|
2.35
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common units outstanding—basic and diluted
|
|
35,714
|
|
|
35,714
|
|
|
35,714
|
|
|
35,714
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Distributions declared per common unit
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
1.56
|
|
|
$
|
1.55
|
|
|
|
General
Partner Units
Outstanding
|
|
Limited
Partner Units
Outstanding
|
|
General
Partner's
Equity
|
|
Limited
Partners' Equity |
|
Total
Partners' Equity |
||||||||
Balance as of December 31, 2012
|
|
36
|
|
|
35,714
|
|
|
$
|
416
|
|
|
$
|
261,217
|
|
|
$
|
261,633
|
|
Cash distributions declared ($1.56 per unit)
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
(55,713
|
)
|
|
(55,769
|
)
|
|||
Net income
|
|
—
|
|
|
—
|
|
|
63
|
|
|
62,782
|
|
|
62,845
|
|
|||
Contributions of unit-based services
|
|
—
|
|
|
—
|
|
|
—
|
|
|
690
|
|
|
690
|
|
|||
Balance as of September 30, 2013
|
|
36
|
|
|
35,714
|
|
|
$
|
423
|
|
|
$
|
268,976
|
|
|
$
|
269,399
|
|
|
|
Nine Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
62,845
|
|
|
$
|
84,352
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depletion, depreciation and amortization
|
|
23,711
|
|
|
15,589
|
|
||
Deferred income taxes
|
|
716
|
|
|
957
|
|
||
Accretion of discount on asset retirement obligations
|
|
623
|
|
|
567
|
|
||
Amortization of debt related costs
|
|
194
|
|
|
174
|
|
||
Amortization of unit-based compensation
|
|
690
|
|
|
639
|
|
||
Commodity derivative related activity
|
|
(5,258
|
)
|
|
(28,700
|
)
|
||
Other noncash expense
|
|
—
|
|
|
969
|
|
||
Change in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(6,928
|
)
|
|
1,531
|
|
||
Inventories
|
|
81
|
|
|
(353
|
)
|
||
Prepaid expenses
|
|
80
|
|
|
(91
|
)
|
||
Accounts payable
|
|
6,735
|
|
|
6,241
|
|
||
Interest payable
|
|
2
|
|
|
127
|
|
||
Income taxes payable to affiliate
|
|
92
|
|
|
(430
|
)
|
||
Asset retirement obligations
|
|
(1,325
|
)
|
|
(1,477
|
)
|
||
Other current liabilities
|
|
(82
|
)
|
|
(296
|
)
|
||
Net cash provided by operating activities
|
|
82,176
|
|
|
79,799
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Additions to oil and gas properties
|
|
(98,195
|
)
|
|
(76,778
|
)
|
||
Net cash used in investing activities
|
|
(98,195
|
)
|
|
(76,778
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Borrowings under credit facility
|
|
75,000
|
|
|
107,000
|
|
||
Principal payments on credit facility
|
|
—
|
|
|
(51,000
|
)
|
||
Payment of financing fees
|
|
—
|
|
|
(1,291
|
)
|
||
Distributions to unitholders
|
|
(55,769
|
)
|
|
(55,412
|
)
|
||
Net cash provided by (used in) financing activities
|
|
19,231
|
|
|
(703
|
)
|
||
Net increase in cash
|
|
3,212
|
|
|
2,318
|
|
||
Cash, beginning of period
|
|
1,601
|
|
|
1,176
|
|
||
Cash, end of period
|
|
$
|
4,813
|
|
|
$
|
3,494
|
|
•
|
Level 2 – quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates) and inputs derived principally from or corroborated by observable market data by correlation or other means.
|
•
|
Level 3 – unobservable inputs for the asset or liability.
|
|
|
Fair Value Measurements at the End of the Reporting Period Using
|
|
|
||||||||||||
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Fair Value at September 30, 2013
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
|
$
|
—
|
|
|
$
|
8,293
|
|
|
$
|
—
|
|
|
$
|
8,293
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
|
—
|
|
|
4,795
|
|
|
—
|
|
|
4,795
|
|
||||
Total recurring fair value measurements
|
|
$
|
—
|
|
|
$
|
3,498
|
|
|
$
|
—
|
|
|
$
|
3,498
|
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Credit facility
|
|
$
|
201,000
|
|
|
$
|
193,355
|
|
|
$
|
126,000
|
|
|
$
|
123,635
|
|
|
|
Three Months Ending
December 31,
|
|
Year Ending
December 31,
|
||||
|
|
2013
|
|
2014
|
||||
Collar contracts with short puts:
|
|
|
|
|
||||
Volume (BBLs per day)
|
|
—
|
|
|
5,000
|
|
||
Average price per BBL:
|
|
|
|
|
||||
Ceiling
|
|
$
|
—
|
|
|
$
|
105.74
|
|
Floor
|
|
$
|
—
|
|
|
$
|
100.00
|
|
Short put
|
|
$
|
—
|
|
|
$
|
80.00
|
|
Swap contracts:
|
|
|
|
|
||||
Volume (BBLs per day)
|
|
4,750
|
|
|
—
|
|
||
Average price per BBL
|
|
$
|
87.83
|
|
|
$
|
—
|
|
|
|
Three Months Ending December 31,
|
|
Year Ending
December 31,
|
||||||||
|
|
2013
|
|
2014
|
|
2015
|
||||||
Collar contracts with short puts:
|
|
|
|
|
|
|
||||||
Volume (MMBTUs per day)
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|||
Average price per MMBTU:
|
|
|
|
|
|
|
||||||
Ceiling
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.00
|
|
Floor
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.00
|
|
Short put
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.00
|
|
Collar contracts:
|
|
|
|
|
|
|
||||||
Volume (MMBTUs per day)
|
|
2,500
|
|
|
—
|
|
|
—
|
|
|||
Average price per MMBTU:
|
|
|
|
|
|
|
||||||
Ceiling
|
|
$
|
4.50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Floor
|
|
$
|
4.00
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Swap contracts:
|
|
|
|
|
|
|
||||||
Volume (MMBTUs per day)
|
|
2,500
|
|
|
5,000
|
|
|
—
|
|
|||
Average price per MMBTU
|
|
$
|
6.89
|
|
|
$
|
4.00
|
|
|
$
|
—
|
|
Basis swap contracts:
|
|
|
|
|
|
|
||||||
Permian Basin index swaps - (MMBTUs per day)
|
|
2,500
|
|
|
—
|
|
|
—
|
|
|||
Price differential ($/MMBTU)
|
|
$
|
(0.31
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
September 30, 2013
|
|
September 30, 2013
|
||||
|
(in thousands)
|
||||||
Beginning capitalized exploratory costs
|
$
|
10,572
|
|
|
$
|
—
|
|
Additions to exploratory costs pending the determination of proved reserves
|
5,552
|
|
|
35,225
|
|
||
Reclassification due to determination of proved reserves
|
(16,109
|
)
|
|
(35,210
|
)
|
||
Ending capitalized exploratory costs (a)
|
$
|
15
|
|
|
$
|
15
|
|
(a)
|
All capitalized exploratory costs are aged less than one year based on the date drilling was completed.
|
|
|
Restricted
Units
|
|
Phantom
Units
|
||
Outstanding at beginning of year
|
|
7,496
|
|
|
102,644
|
|
Units granted
|
|
—
|
|
|
32,242
|
|
Lapse of restrictions
|
|
(7,496
|
)
|
|
(35,118
|
)
|
Outstanding at September 30, 2013
|
|
—
|
|
|
99,768
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Beginning asset retirement obligations
|
|
$
|
11,946
|
|
|
$
|
9,867
|
|
|
$
|
12,101
|
|
|
$
|
10,315
|
|
Liabilities settled
|
|
(636
|
)
|
|
(576
|
)
|
|
(1,325
|
)
|
|
(1,477
|
)
|
||||
New wells placed on production
|
|
168
|
|
|
48
|
|
|
288
|
|
|
123
|
|
||||
Accretion of discount
|
|
209
|
|
|
189
|
|
|
623
|
|
|
567
|
|
||||
Ending asset retirement obligations
|
|
$
|
11,687
|
|
|
$
|
9,528
|
|
|
$
|
11,687
|
|
|
$
|
9,528
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Producing well overhead (COPAS) fees
|
|
$
|
3,074
|
|
|
$
|
2,863
|
|
|
$
|
9,083
|
|
|
$
|
8,361
|
|
Payment of lease operating and supervision charges
|
|
3,558
|
|
|
2,498
|
|
|
9,548
|
|
|
7,384
|
|
||||
Drilling and completion related charges
|
|
11,334
|
|
|
8,546
|
|
|
38,668
|
|
|
28,775
|
|
||||
General and administrative expenses
|
|
1,298
|
|
|
1,181
|
|
|
3,648
|
|
|
3,422
|
|
||||
Total
|
|
$
|
19,264
|
|
|
$
|
15,088
|
|
|
$
|
60,947
|
|
|
$
|
47,942
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Current provisions:
|
|
|
|
|
|
|
|
|
||||||||
U.S. state
|
|
$
|
13
|
|
|
$
|
21
|
|
|
$
|
119
|
|
|
$
|
105
|
|
Deferred provisions:
|
|
|
|
|
|
|
|
|
||||||||
U.S. state
|
|
236
|
|
|
90
|
|
|
716
|
|
|
957
|
|
||||
|
|
$
|
249
|
|
|
$
|
111
|
|
|
$
|
835
|
|
|
$
|
1,062
|
|
•
|
Net income
increased
to
$15.8 million
(
$0.44
per common unit) for the
third
quarter of
2013
, as compared to
net income
of
$5.5 million
(
$0.15
per common unit) for the
third
quarter of
2012
. The
increase
in net income during the
third
quarter of
2013
, as compared to the
third
quarter of
2012
, is primarily attributable to:
|
◦
|
a $16.6 million increase in oil and gas sales as a result of 18 percent, five percent and 17 percent increases in average oil, NGL and gas prices, respectively, and a 16 percent increase in daily sales volumes on a BOE basis; and
|
◦
|
a $2.2 million decrease in net derivative losses; partially offset by
|
◦
|
a $3.1 million increase in depreciation, depletion and amortization ("DD&A") expense primarily due to higher sales volumes and proved property carrying values;
|
◦
|
a $2.2 million increase in oil and gas production costs, primarily due to increases in repair and maintenance charges, labor costs, salt water disposal costs and workover costs;
|
◦
|
a $1.8 million increase in other expense for legal and consulting services related to the Merger Agreement with Pioneer; and
|
◦
|
an $819 thousand increase in production and ad valorem taxes associated with the aforementioned increase in oil, NGL and gas prices.
|
•
|
The Partnership's three-rig drilling program added
14
new producing wells during the
third
quarter of
2013
. See "Capital Commitments, Capital Resources and Liquidity - Capital commitments," for additional information about the Partnership's drilling activities.
|
•
|
Daily sales volumes for the
third
quarter of
2013
increased
by
16 percent
to
8,872
BOEPD, as compared to
7,664
BOEPD in the
third
quarter of
2012
, primarily due to incremental production volumes from wells drilled as part of the Partnership's three-rig drilling program.
|
•
|
Average oil, NGL and gas sales prices increased to
$103.77
per BBL,
$33.11
per BBL and
$3.07
per MCF, respectively, during the
third
quarter of
2013
, as compared to
$88.12
per BBL,
$31.60
per BBL and
$2.62
per MCF, respectively, during the
third
quarter of
2012
.
|
•
|
Average oil and gas production costs per BOE
decreased
to
$20.48
for the
third
quarter of
2013
, as compared to
$20.52
for the
third
quarter of
2012
.
|
•
|
Net cash provided by operating activities
increased
by
16
percent to
$28.6 million
in the
third
quarter of
2013
, as compared to
$24.6 million
in the
third
quarter of
2012
, primarily due to the increases in sales volumes and commodity prices. See "Capital Commitments, Capital Resources and Liquidity - Capital resources," for additional information about the change in the Partnership's net cash provided by operating activities.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
September 30,
|
|
September 30,
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Oil (BBLs)
|
|
5,792
|
|
|
4,934
|
|
|
5,617
|
|
|
4,900
|
|
NGLs (BBLs)
|
|
1,848
|
|
|
1,665
|
|
|
1,573
|
|
|
1,449
|
|
Gas (MCF)
|
|
7,393
|
|
|
6,388
|
|
|
7,237
|
|
|
6,665
|
|
Total (BOE)
|
|
8,872
|
|
|
7,664
|
|
|
8,396
|
|
|
7,459
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Oil (BBLs)
|
|
$
|
103.77
|
|
|
$
|
88.12
|
|
|
$
|
93.63
|
|
|
$
|
91.13
|
|
NGLs (BBLs)
|
|
$
|
33.11
|
|
|
$
|
31.60
|
|
|
$
|
32.59
|
|
|
$
|
33.29
|
|
Gas (MCF)
|
|
$
|
3.07
|
|
|
$
|
2.62
|
|
|
$
|
3.17
|
|
|
$
|
2.24
|
|
Total (BOE)
|
|
$
|
77.20
|
|
|
$
|
65.79
|
|
|
$
|
71.48
|
|
|
$
|
68.33
|
|
•
|
a $1.05 per BOE increase in repair and maintenance costs;
|
•
|
a $0.30 per BOE increase in labor charges; and
|
•
|
a $0.10 per BOE increase in third party transportation charges.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Lease operating expenses
|
|
$
|
18.34
|
|
|
$
|
19.15
|
|
|
$
|
17.82
|
|
|
$
|
16.21
|
|
Workover costs
|
|
2.14
|
|
|
1.37
|
|
|
1.70
|
|
|
1.64
|
|
||||
Total production costs
|
|
$
|
20.48
|
|
|
$
|
20.52
|
|
|
$
|
19.52
|
|
|
$
|
17.85
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Production taxes
|
|
$
|
3.70
|
|
|
$
|
3.25
|
|
|
$
|
3.47
|
|
|
$
|
3.36
|
|
Ad valorem taxes
|
|
2.18
|
|
|
2.38
|
|
|
2.33
|
|
|
2.41
|
|
||||
Total production and ad valorem taxes
|
|
$
|
5.88
|
|
|
$
|
5.63
|
|
|
$
|
5.80
|
|
|
$
|
5.77
|
|
|
Derivative
Contract Net
Assets (Liabilities) (a)
|
||
|
(in thousands)
|
||
Fair value of contracts outstanding as of December 31, 2012
|
$
|
(1,760
|
)
|
Changes in contract fair value
|
(7,230
|
)
|
|
Contract maturities
|
12,488
|
|
|
Fair value of contracts outstanding as of September 30, 2013
|
$
|
3,498
|
|
(a)
|
Represents the fair values of open derivative contracts subject to market risk.
|
|
|
Three Months Ending December 31, 2013
|
|
Year Ending December 31,
|
|
Liability Fair Value at September 30,
2013 |
||||||||||||||||||
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
||||||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||||||
Total Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Variable rate principal maturities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
201,000
|
|
|
$
|
193,355
|
|
Average interest rate
|
|
1.88
|
%
|
|
1.97
|
%
|
|
2.38
|
%
|
|
3.28
|
%
|
|
4.29
|
%
|
|
|
|
|
Three Months Ending December 31,
|
|
Year Ending
December 31,
|
|
Asset
(Liability)
Fair Value at
September 30,
2013 (a)
|
||||||||||
|
|
|
|
|||||||||||||
|
|
2013
|
|
2014
|
|
2015
|
|
|||||||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||||
Oil Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Collar contracts with short puts:
|
|
|
|
|
|
|
|
$
|
8,102
|
|
||||||
Volume (BBLs per day)
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
|
|||||
Price per BBL:
|
|
|
|
|
|
|
|
|
||||||||
Ceiling
|
|
$
|
—
|
|
|
$
|
105.74
|
|
|
$
|
—
|
|
|
|
||
Floor
|
|
$
|
—
|
|
|
$
|
100.00
|
|
|
$
|
—
|
|
|
|
||
Short put
|
|
$
|
—
|
|
|
$
|
80.00
|
|
|
$
|
—
|
|
|
|
||
Swap contracts:
|
|
|
|
|
|
|
|
$
|
(5,984
|
)
|
||||||
Volume (BBLs per day)
|
|
4,750
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Price per BBL
|
|
$
|
87.83
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
||
Average forward NYMEX oil prices (b)
|
|
$
|
94.62
|
|
|
$
|
93.38
|
|
|
$
|
—
|
|
|
|
||
Gas Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Collar contracts with short puts:
|
|
|
|
|
|
|
|
$
|
307
|
|
||||||
Volume (MMBTUs per day)
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
|
|||||
Price per MMBTU:
|
|
|
|
|
|
|
|
|
||||||||
Ceiling
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.00
|
|
|
|
||
Floor
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.00
|
|
|
|
||
Short put
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.00
|
|
|
|
||
Collar contracts:
|
|
|
|
|
|
|
|
$
|
99
|
|
||||||
Volume (MMBTUs per day)
|
|
2,500
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Price per MMBTU:
|
|
|
|
|
|
|
|
|
||||||||
Ceiling
|
|
$
|
4.50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
||
Floor
|
|
$
|
4.00
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
||
Swap contracts:
|
|
|
|
|
|
|
|
$
|
1,012
|
|
||||||
Volume (MMBTUs per day)
|
|
2,500
|
|
|
5,000
|
|
|
—
|
|
|
|
|||||
Price per MMBTU
|
|
$
|
6.89
|
|
|
$
|
4.00
|
|
|
$
|
—
|
|
|
|
||
Average forward index gas prices (c)
|
|
$
|
3.45
|
|
|
$
|
3.61
|
|
|
$
|
3.84
|
|
|
|
||
Basis swap contracts (d):
|
|
|
|
|
|
|
|
$
|
(38
|
)
|
||||||
Permian Basin index swaps - (MMBTUs per day)
|
|
2,500
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Price differential ($/MMBTU)
|
|
$
|
(0.31
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
||
Average forward basis differential prices (c)
|
|
$
|
(0.06
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
(a)
|
In accordance with ASC 210-20 and ASC 815-10, the Partnership classifies the fair value amounts of derivative assets and liabilities executed under master netting arrangements as net derivative assets or net derivative liabilities, as the case may be. The net asset and liability amounts shown above have been provided on a commodity contract-type basis, which may differ from their master netting arrangements classifications.
|
(b)
|
The average forward NYMEX oil prices are based on
November 4, 2013
market quotes.
|
(c)
|
The average forward index gas prices and forward basis differential prices are based on NYMEX market quotes and estimated El Paso Natural Gas (Permian Basin) differentials to NYMEX prices, respectively, on
November 4, 2013
.
|
(d)
|
To minimize basis risk, the Partnership enters into basis swaps to convert the index prices of its swap contracts from a NYMEX index to an El Paso Natural Gas (Permian Basin) posting index.
|
•
|
changes in Pioneer's drilling results and reserve growth outlook;
|
•
|
domestic and worldwide supply of and demand for oil, NGL and gas;
|
•
|
developments in the Middle East, which could affect the global supply of oil and significantly affect oil prices;
|
•
|
quarterly fluctuations in Pioneer's operating results and those of Pioneer's competitors;
|
•
|
changes in stock market analysts' estimates of Pioneer's future performance and the future performance of Pioneer's competitors;
|
•
|
purchases and sales of a high volume of shares of Pioneer common stock by Pioneer stockholders;
|
•
|
events affecting other companies that the market deems comparable to Pioneer;
|
•
|
general conditions in the oil and gas industry in which Pioneer operates;
|
•
|
general economic conditions in the United States and other countries;
|
•
|
federal, state and local legislation, governmental regulation and legal developments in the industry in which Pioneer operates; and
|
•
|
changes in market assessments of the likelihood that the Merger will be completed.
|
Exhibit
Number
|
|
|
|
Description
|
||
2.1
|
|
|
—
|
|
|
Agreement and Plan of Merger dated as of August 9, 2013, by and among the Partnership, Pioneer Natural Resources Company, Pioneer Natural Resources USA, Inc., PNR Acquisition Company, LLC, and Pioneer Natural Resources GP LLC (incorporated by reference to Exhibit 2.1 to the Partnership's Current Report on Form 8-K, File No. 001-34032, filed with the SEC on August 12, 2013).
|
2.2
|
|
|
—
|
|
|
Amendment No. 1, entered into as of October 25, 2013, to the Agreement and Plan of Merger dated as of August 9, 2013, by and among the Partnership, Pioneer Natural Resources Company, Pioneer Natural Resources USA, Inc., PNR Acquisition Company, LLC, and Pioneer Natural Resources GP LLC (incorporated by reference to Exhibit 2.1 to the Partnership's Current Report on Form 8-K, File No. 001-34032, filed with the SEC on October 31, 2013).
|
10.1
|
|
|
—
|
|
|
Voting Agreement dated as of August 9, 2013, by and among the Partnership, Pioneer Natural Resources Company, Pioneer Natural Resources USA, Inc., PNR Acquisition Company, LLC, and Pioneer Natural Resources GP LLC (incorporated by reference to Exhibit 10.1 to the Partnership's Current Report on Form 8-K, File No. 001-34032, filed with the SEC on August 12, 2013).
|
31.1 (a)
|
|
|
—
|
|
|
Chief Executive Officer certification under Section 302 of Sarbanes-Oxley Act of 2002.
|
31.2 (a)
|
|
|
—
|
|
|
Chief Financial Officer certification under Section 302 of Sarbanes-Oxley Act of 2002.
|
32.1 (b)
|
|
|
—
|
|
|
Chief Executive Officer certification under Section 906 of Sarbanes-Oxley Act of 2002.
|
32.2 (b)
|
|
|
—
|
|
|
Chief Financial Officer certification under Section 906 of Sarbanes-Oxley Act of 2002.
|
101.INS (b)
|
|
|
—
|
|
|
XBRL Instance Document.
|
101.SCH (b)
|
|
|
—
|
|
|
XBRL Taxonomy Extension Schema.
|
101.CAL (b)
|
|
|
—
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF (b)
|
|
|
—
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB (b)
|
|
|
—
|
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE (b)
|
|
|
—
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
(a)
|
Filed herewith.
|
(b)
|
Furnished herewith.
|
|
|
|
PIONEER SOUTHWEST ENERGY PARTNERS L.P.
By: Pioneer Natural Resources GP LLC, its general partner
|
||
|
|
|
|
||
Date:
|
November 6, 2013
|
|
By:
|
|
/s/ Richard P. Dealy
|
|
|
|
|
|
Richard P. Dealy
Executive Vice President and Chief Financial Officer
|
Date:
|
November 6, 2013
|
|
By:
|
|
/s/ Frank W. Hall
|
|
|
|
|
|
Frank W. Hall
Vice President and Chief Accounting Officer
|
Exhibit
Number
|
|
|
|
Description
|
|
2.1
|
|
|
—
|
|
Agreement and Plan of Merger dated as of August 9, 2013, by and among the Partnership, Pioneer Natural Resources Company, Pioneer Natural Resources USA, Inc., PNR Acquisition Company, LLC, and Pioneer Natural Resources GP LLC (incorporated by reference to Exhibit 2.1 to the Partnership's Current Report on Form 8-K, File No. 001-34032, filed with the SEC on August 12, 2013).
|
2.2
|
|
|
—
|
|
Amendment No. 1, entered into as of October 25, 2013, to the Agreement and Plan of Merger dated as of August 9, 2013, by and among the Partnership, Pioneer Natural Resources Company, Pioneer Natural Resources USA, Inc., PNR Acquisition Company, LLC, and Pioneer Natural Resources GP LLC (incorporated by reference to Exhibit 2.1 to the Partnership's Current Report on Form 8-K, File No. 001-34032, filed with the SEC on October 31, 2013).
|
10.1
|
|
|
—
|
|
Voting Agreement dated as of August 9, 2013, by and among the Partnership, Pioneer Natural Resources Company, Pioneer Natural Resources USA, Inc., PNR Acquisition Company, LLC, and Pioneer Natural Resources GP LLC (incorporated by reference to Exhibit 10.1 to the Partnership's Current Report on Form 8-K, File No. 001-34032, filed with the SEC on August 12, 2013).
|
31.1 (a)
|
|
|
—
|
|
Chief Executive Officer certification under Section 302 of Sarbanes-Oxley Act of 2002.
|
31.2 (a)
|
|
|
—
|
|
Chief Financial Officer certification under Section 302 of Sarbanes-Oxley Act of 2002.
|
32.1 (b)
|
|
|
—
|
|
Chief Executive Officer certification under Section 906 of Sarbanes-Oxley Act of 2002.
|
32.2 (b)
|
|
|
—
|
|
Chief Financial Officer certification under Section 906 of Sarbanes-Oxley Act of 2002.
|
101.INS (b)
|
|
|
—
|
|
XBRL Instance Document.
|
101.SCH (b)
|
|
|
—
|
|
XBRL Taxonomy Extension Schema.
|
101.CAL (b)
|
|
|
—
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF (b)
|
|
|
—
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB (b)
|
|
|
—
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE (b)
|
|
|
—
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
(a)
|
Filed herewith.
|
(b)
|
Furnished herewith.
|
1 Year Pioneer Southwest Energy Partners L.P. Pioneer Southwest Energy Partners Lp Chart |
1 Month Pioneer Southwest Energy Partners L.P. Pioneer Southwest Energy Partners Lp Chart |
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