Midstates Petroleum Reports Second Quarter 2013 Financial and Operating Results

Midstates Petroleum Reports Second Quarter 2013 Financial and Operating Results

HOUSTON--(BUSINESS WIRE)-- Midstates Petroleum Company, Inc. (NYS: MPO) ("Midstates" or the "Company") announced today its financial and operating results for the three months ended June 30, 2013.

Key points include:

• Second quarter 2013 results reflect one month of operating results from the $620 million acquisition of Anadarko Basin properties in Texas and Oklahoma from Panther Energy Company, LLC (the "Panther Acquisition").

• In conjunction with the acquisition, the Company issued $700 million of 9.25% senior unsecured notes due 2021 and amended its revolving credit facility to increase the borrowing base to $425 million.

• Average daily production for the second quarter 2013 rose 21% to 19,634 net barrels of oil equivalent ("Boe") per day from 16,208 net Boe per day in the first quarter of 2013.

• After assuming operations of the Panther Acquisition properties, Midstates was running nine rigs at the end of the quarter and spud 28 wells during the quarter. The Company continues to see improvements in efficiency and costs to drill and complete wells.

• The Company recently brought three new successful horizontal wells online in its Louisiana Wilcox program, two in the North Cowards Gully field and one in the South Bearhead Creek field. See the "Gulf Coast Operations Update" below for additional information.

• Adjusted EBITDA, excluding the $11.5 million of acquisition and transaction costs related to the Panther Acquisition, totaled $64.9 million compared to $56.5 million for the first quarter of 2013.

• Adjusted Net Income (Loss), which excludes, among other items, acquisition and transaction costs related to the Panther Acquisition, was a loss of $4.2 million, or a $0.06 loss per share.

Adjusted EBITDA, Adjusted Net Income and Cash Operating Expenses are non-GAAP financial measures. Each measure is defined and reconciled to the most directly comparable GAAP measure under "Non-GAAP Financial Measures" in the tables below.

John Crum, Chairman, President and CEO, commented, "The second quarter of 2013 was an extremely busy quarter for us. We closed the Panther Acquisition on May 31st as planned and also completed our $700 million senior notes offering. We assumed operations of the new assets and accelerated our integration process. We look forward to working with the Panther team as we begin implementing our strategy." Crum continued, "Our second quarter financial and operational results reflect the production growth achieved from volumes added from one month of the new Panther assets as well as our Mississippian drilling program, which continues to meet all of our expectations."

Three Months Ended June 30, 2013 Financial Results

Adjusted EBITDA totaled $53.4 million in the second quarter of 2013, which was reduced by $11.5 million of acquisition and transaction costs related to the Panther Acquisition, compared to $32.8 million in the second quarter of 2012 and $56.5 million for the first quarter of 2013.

Net income of $3.3 million for the second quarter of 2013 compares to a net loss of $112.4 million for the second quarter of 2012 and a net loss of $7.9 million in the first quarter of 2013. Net income for the second quarter of 2013 includes unrealized gains on derivatives of $23.5 million as well as a non-cash tax expense of $2.0 million. The net loss for the second quarter of 2012 included a $149.5 million non-cash deferred tax charge associated with the Company's IPO corporate reorganization, as well as unrealized gains on derivatives of $53.3 million. The first quarter 2013 loss included unrealized losses on derivatives of $15.1 million and a non-cash tax benefit of $5.0 million.

Adjusted Net Income (Loss), which excludes acquisition and transaction costs and unrealized gains on derivatives and the related tax impact totaled a loss of $4.2 million for the second quarter of 2013, or $0.06 loss per share.

Production during the second quarter of 2013 increased to 19,634 Boe per day compared to 7,904 Boe per day during the second quarter of 2012, and 16,208 Boe per day in the first quarter of 2013. Second quarter 2013 production from the Company's Mid-Continent properties (including one month of production from the Panther Acquisition) averaged 13,094 Boe per day while Gulf Coast properties contributed the balance of 6,540 Boe per day. The Panther Acquisition properties contributed roughly 14%, or 2,668 Boe per day, comprised of 48% oil and 21% natural gas liquids ("NGLs"). For the total Company, oil volumes comprised 45% of total production, NGLs 17%, and natural gas 38% on a Boe basis.

In the second quarter of 2013, Midstates' average realized price per barrel of oil, before realized commodity derivatives, was $97.54 ($94.86 with realized derivatives) while its average realized price for NGL sales, before realized derivatives, was $35.34 per barrel ($37.41 with realized derivatives). Natural gas averaged $3.55 per thousand cubic feet, before realized derivatives ($3.65 with realized derivatives). Detailed comparisons of commodity prices by period and region are included in the tables below.

Oil, NGL and natural gas sales revenues increased by $48.8 million to $103.1 million during the second quarter of 2013 as compared to $54.3 million for the second quarter of 2012, and by $12.4 million, or 14%, compared to $90.7 million in the first quarter of 2013. The realized loss on derivatives for the second quarter of 2013 was $1.1 million compared to realized losses of $5.2 million for the second quarter of 2012 and $5.0 million for the first quarter of 2013.

Three Months Ended June 30, 2013 Costs and Expenses

Lease operating and workover expenses of $17.6 million ($9.83 per Boe), increased $3.7 million ($0.32 per Boe) from the first quarter of 2013. The increase per Boe was primarily the result of higher salt water disposal and surface maintenance costs in the Gulf Coast region, and higher electricity costs and workovers in the Mississippian Lime properties. The Company continues to implement initiatives that are reducing these costs by expanding salt water disposal capacity in the Gulf Coast region, and in the Mississippian Lime, switching from more costly diesel fired electricity generators to natural gas generators for use in areas where the local electrical grid is unstable or becomes taxed.

Severance and ad valorem taxes as a percentage of oil, NGL and natural gas sales revenue (before derivatives) were 6.4% for the second quarter of 2013 as compared to 6.6% for the first quarter of 2013.

Depreciation, depletion and amortization expense ("DD&A") totaled $52.8 million ($29.56 per Boe), an increase of $10.8 million as compared to $42.0 million ($28.77 per Boe) in the first quarter of 2013. The increase in total DD&A for the period is related to the increase in production quarter over quarter.

General and administrative expenses for the second quarter of 2013 of $15.3 million ($8.55 per Boe) includes one month of expenses related to the Panther Acquisition transition services agreement. First quarter 2013 general and administrative expenses totaled $11.0 million. For the second quarter 2013, acquisition and transaction costs related to the Panther Acquisition were $11.5 million ($6.43 per Boe) and represented bridge financing fees, due diligence costs, and legal fees. Second quarter 2013 and first quarter 2013 general and administrative expenses included non-cash share-based compensation expense of $1.8 million ($0.99 per Boe) and $1.2 million ($0.85 per Boe), respectively.

Total Cash Operating Expenses (excluding the impact of $11.5 million of acquisition and transaction costs) were $21.07 per Boe as compared to $20.29 per Boe in the first quarter of 2013.

Total interest expense (after amounts capitalized) was $16.6 million for the second quarter of 2013 as compared to $10.9 million in the first quarter of 2013. The Company capitalized $7.9 million in interest to unproved properties during the second quarter of 2013 as compared to $7.1 million in the first quarter of 2013.

The Company recorded income tax expense during the quarter of $2.0 million as compared to an income tax benefit of $5.0 million in the first quarter of 2013. The Company does not expect to have a cash income tax liability for the foreseeable future.

Liquidity and Capital Investment

On June 30, 2013, Midstates' liquidity was $216 million, consisting of $204 million of available borrowing capacity under the Company's revolving credit facility (which consists of a current borrowing base of $425 million) and $12 million of cash and cash equivalents.

On May 31, 2013, the Company closed a private issuance of $700 million in aggregate principal amount of 9.25% Senior Notes which mature in 2021. The proceeds from the Notes offering of approximately $683 million (net of the initial purchasers' discount) were used to fund the Panther Acquisition, to repay a portion of the outstanding borrowings under the Company's revolving credit facility, for general corporate purposes and to pay expenses related to the Panther Acquisition, the Notes offering and the Company's entry into an amendment to its revolving credit facility. Also on May 31, 2013, in connection with the Panther Acquisition, the Company's revolving credit facility was amended to increase the borrowing base (subject to redetermination in late September 2013) to $425 million and extend the maturity date to 2018.

During the three months and six months ended June 30, 2013, the Company incurred capital expenditures of $149.4 million and $282.2 million, respectively, consisting of (in thousands):

Excluding the Panther Acquisition and capitalized interest, the Company invested $141.5 million during the second quarter of 2013, of which $58.0 million was spent in the Gulf Coast region and $82.5 million was spent in the Mid-Continent region ($76.8 million in the Mississippian Lime and $5.7 million in the Anadarko Properties). Excluding the previously mentioned items, of the $267.3 million spent during the six months ended June 30, 2013, $147.7 million was spent in the Gulf Coast region and $118.2 million was spent in the Mid-Continent region.

Mid-Continent Operations Update

During the second quarter, the Company had five rigs drilling in its Mississippian Lime horizontal well program in Woods and Alfalfa Counties, Oklahoma. Midstates completed a total of 12 wells, all of which were horizontal, and spud a total of 21 gross wells of which five were producing, 11 were awaiting completion and five were drilling at June 30, 2013.

Midstates said it remains pleased with its Mississippian Lime program performance and sees continuing improvement in profitability over the coming quarters. The Company has reduced its cycle time and costs by moving to pad drilling, using rotary steerables and optimizing drilling and completion techniques. Days from spud to rig release averaged less than 20 days during the quarter compared with approximately 25 days during the first quarter of 2013. The Company now has 85 wells that have been on production for more than 30 days and have an average 30-day initial production rate of 573 Boe per day.

The Company recently received initial data from a 304 square mile 3-D seismic survey over the majority of its Mississippian Lime properties. The survey is in final processing and Midstates expects to be integrating the data into its drilling location selection by the end of the year.

Midstates plans to run five rigs in the Mississippian Lime during the third quarter and plans to invest approximately $105 million completing wells drilled during the second quarter and drilling 20 to 25 new wells.

The Company assumed operations of the Panther Acquisition properties on May 31, 2013 and had three rigs active during June, all of which were targeting the Cleveland formation. Midstates completed three wells and spud three new wells, all of which were drilling at June 30, 2013.

Midstates recently added a fourth rig in the Anadarko Basin and plans to increase the rig count by the end of the year. For the third quarter of 2013, the Company plans to invest approximately $45 million completing wells and drilling 16 to 18 new wells in the Anadarko Basin.

At June 30, 2013, Midstates had 241,630 net acres under lease in the Mid-Continent region, comprised of 88,260 net leased acres in the Mississippian Lime (82,600 in Woods and Alfalfa Counties in Oklahoma and 5,660 acres in Kansas), 14,470 in the Hunton in Lincoln County, Oklahoma, and 138,900 acres in the Anadarko Basin in Texas and Oklahoma.

Gulf Coast Operations Update

During the three months ended June 30, 2013, Midstates completed a total of six wells, two vertical wells (one in Pine Prairie and one in South Bearhead Creek) and four horizontal wells consisting of the Wood 10H-1, the Musser Davis 8H-2 and the Olympia Minerals 16H-1 at North Cowards Gully, and the Musser Davis 33-28 HC-1 at South Bearhead Creek. A total of four gross wells (three horizontal) were spud during the quarter, of which three were producing and one was drilling at June 30, 2013.

Gulf Coast horizontal well update:

• As previously announced, the Wood 10H-1 was completed during the second quarter but experienced mechanical issues that caused it to cease production. Given the excellent initial production rates, Midstates will sidetrack the well and complete it using techniques developed on subsequent successful wells.

• Midstates completed the Musser Davis 33-28 HC-1 well in South Bearhead Creek on May 9, 2013. The 30-day initial production rate of this well was 882 Boe per day (72% oil/11% NGLs). The well reached a total measured depth of 18,200 feet, with a 4,300 foot lateral targeting the Lower Wilcox "C". The well was completed with 14 stages of fracture stimulation and cost approximately $13.8 million.

• The Musser Davis 8H-2 well in North Cowards Gully was completed on June 10, 2013. The 30-day initial production rate of this well was 595 Boe per day (81% oil/8% NGLs). The well reached a total measured depth of 15,800 feet, with a 3,420 foot lateral targeting the Upper Wilcox "B". The well was completed with ten stages of fracture stimulation and cost approximately $10 million.

• The Olympia Minerals 16H-1 well in North Cowards Gully was completed on June 27, 2013. The 30-day initial production rate of this well was 751 Boe per day (60% oil/16% NGLs). The well reached a total measured depth of 17,000 feet, with a 4,500 foot lateral targeting the Upper Wilcox "B". The well was completed with 15 stages of fracture stimulation and cost approximately $11.5 million.

• The Musser Davis 27 HC-1 in South Bearhead Creek was spud in late June and is approaching total depth targeting the Lower Wilcox "D" Sand.

Midstates said that the last three horizontal Wilcox wells are being flowed back at restrictive rates well below maximum capacity to reduce the potential for well integrity issues as seen in the Wood 10H-1.

The Company received 3-D seismic data in Pine Prairie during the quarter which has increased the Company's ability to generate additional drilling locations and inventory. Midstates will continue to evaluate this data as well as producing wells to identify high rate of return drilling opportunities.

At June 30, 2013, the Company had 118,120 net acres under lease or option in the Gulf Coast region, comprised of 65,010 net leased acres and 53,110 net optioned acres.

For the third quarter of 2013, Midstates currently plans to invest approximately $25 million drilling two to three horizontal wells.

John Crum, Chairman, President and CEO, commented, "We drilled and completed a record number of wells during the second quarter and currently have 10 rigs active, the largest ever in our history. As our activity level has increased, our operations team has made great progress in achieving operating efficiencies in our drilling program across our properties. As evidenced by the reduction in drilling days, our teams continue to find techniques and new technologies that greatly improve efficiency. We look forward to applying the methods learned in the Mississippian Lime to the drilling program in the Anadarko Basin properties." Crum continued, "We are very pleased with our three most recent horizontal wells in Louisiana. Wells drilled, at both our South Bearhead Creek and North Cowards Gully fields, are yielding attractive results that provide further encouragement to the use of horizontal drilling to further exploit these and other properties in Louisiana. Looking ahead, we have a very active drilling program planned across our portfolio for the third quarter and are increasingly incorporating data received from our growing 3-D seismic inventory to help us better locate our wells."

Hedging Update

In connection with the Panther Acquisition and the Company's hedging strategy, Midstates has entered into additional hedge contracts for the remainder of 2013, and for 2014 and 2015. The Company's hedge portfolio is presented in the table below.

Conference Call Information

The Company will host a conference call to discuss second quarter results on Tuesday, August 6 at 10:00 am Eastern time. Participants may join the conference call by dialing (877) 645-4610 (for U.S. and Canada) or (707) 595-2723 (International). The conference access code is 19946594 for all participants. To listen via live web cast, please visit the Investor Relations section of the Company's website, www.midstatespetroleum.com.

An audio replay of the conference call will be available approximately two hours after the conclusion of the call. The audio replay will remain available for seven days until August 13th and can be accessed by dialing (855) 859-2056 (for U.S. and Canada) or (404) 537-3406 (International). The conference call replay access code is 19946594 for all participants. The replay will also be available in the Investor Relations section of the Company's website approximately two hours after the conclusion of the call and remain available for approximately 90 calendar days.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements that are not statements of historical fact, including statements regarding the Company's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management, and the closing, financing and benefits of the acquisition are forward-looking statements. Without limiting the generality of the foregoing, these statements are based on certain assumptions made by the Company based on management's experience, expectations and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Although the Company believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements made in this press release are reasonable, the Company gives no assurance that these plans, intentions or expectations will be achieved when anticipated or at all. Moreover, such statements are subject to a number of factors, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These factors include, but are not limited to costs and difficulties related to the integration of the acquired businesses and operations with Midstates' business and operations; unexpected costs, charges or expenses resulting from the acquisition; litigation relating to the acquisition; variations in the market demand for, and prices of, oil and natural gas; uncertainties about the Company's estimated quantities of oil and natural gas reserves; the adequacy of the Company's capital resources and liquidity including, but not limited to, access to additional borrowing capacity under its revolving credit facility; general economic and business conditions; weather-related downtime; failure to realize expected value creation from property acquisitions; uncertainties about the Company's ability to replace reserves and economically develop its current reserves; risks related to the concentration of the Company's operations; drilling results; and potential financial losses or earnings reductions from the Company's commodity derivative positions.

Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.