Legacy Reserves LP Announces Second Quarter 2018 Results

MIDLAND, Texas, Aug. 1, 2018 /PRNewswire/ -- Legacy Reserves LP ("Legacy") (NASDAQ:LGCY) today announced second quarter results for 2018 including the following highlights:

    --  Generated record quarterly oil production of 17,901 Bbls/d, a 4%
        increase relative to Q1'18;
    --  Commenced Wolfcamp drilling in Martin County and began preparing surface
        locations ahead of a rig move into Midland County;
    --  Brought 9 Permian horizontal wells online during the quarter, bringing
        the total to 29 Permian horizontal wells brought online year-to-date;
    --  Completed multiple strategic Permian acreage trades requiring no net
        cash outlay which enhanced projected economics for 33 gross drilling
        locations:
        --  Increased average lateral lengths for 3 of Legacy's core Midland
            Basin tracts by 58%, resulting in an increase in net lateral footage
            by 45,000 feet;
    --  Generated a net loss of $50.7 million;
    --  Generated Adjusted EBITDA of $72.1 million; and
    --  Subsequent to quarter-end, Legacy achieved meaningful progress related
        to our previously announced Corporate Reorganization including:
        --  Entered into a Stipulation and Agreement of Settlement (the
            "Settlement Agreement") to settle the previously announced class
            action lawsuit filed by holders of Preferred Units; and
        --  Now anticipate filing definitive proxy statement and commencing
            unitholder solicitation in the coming days incorporating a special
            meeting of unitholders to approve the Corporate Reorganization on
            September 19, 2018 for unitholders of record as of the close of
            business on July 26, 2018.

Paul T. Horne, Chairman of the Board and Chief Executive Officer of Legacy's general partner, commented, "I am really proud of the strong results reported by all of our business units this quarter. Our business development and land teams created significant potential value by completing several complicated trades involving a puzzle of 11 tracts across the Permian Basin and many counterparties. Our team fit those pieces together in an optimized fashion that substantially improves the projected economics of some of our core inventory. Our operations team continues to find ways to improve leasehold economics by leveraging our longstanding Permian position. We remain committed to our lease-wide development approach, focused on maximizing return on investment, production, reserves and cash flow and we look forward to continuing this program as we transition to a C-Corp."

Dan Westcott, President and Chief Financial Officer of Legacy's general partner, commented, "Our team continues to execute and we are glad to report oil production growth that drives growth in EBITDA. While we have limited control over the widening of our oil differentials that occurred this quarter due to the widening of Mid-Cush basis, we are happy that we have hedged most of that exposure in 2018 and a bit of it in 2019. We gained good momentum in the field this quarter, and when combined with our expanded Permian Basin footprint, we believe we are well-positioned for success and are excited to realize Legacy's transition to becoming a growth-oriented development company."


                                                                            LEGACY RESERVES LP

                                                                  SELECTED FINANCIAL AND OPERATING DATA


                                        Three Months Ended                                     Six Months Ended
                                             June 30,                                              June 30,
                                             --------                                              --------


                                      2018                     2017                      2018                    2017
                                      ----                     ----                      ----                    ----


                                                       (In thousands, except per unit data)

    Revenues:

    Oil sales                                  $99,799                                          $46,096                 $193,210   $95,238

    Natural gas liquids (NGL) sales  5,735                                4,921                               13,131        9,971

    Natural gas sales               33,747                               41,830                               70,419       87,185
                                    ------                               ------                               ------       ------

    Total revenue                             $139,281                                          $92,847                 $276,760  $192,394
                                              ========                                          =======                 ========  ========

    Expenses:

    Oil and natural gas production,
     excluding ad valorem taxes                $46,882                                          $42,262                  $92,467   $91,490

    Ad valorem taxes                 2,549                                2,540                                4,931        4,529
                                     -----                                -----                                -----        -----

    Total oil and natural gas
     production                                $49,431                                          $44,802                  $97,398   $96,019

    Production and other taxes                  $7,658                                           $4,145                  $14,984    $8,304

    General and administrative,
     excluding transaction costs
     and LTIP                                   $8,003                                           $7,046                  $17,505   $15,669

    Transaction costs                1,607                                   52                                3,389           84

    LTIP expense                    12,886                                1,483                               25,692        3,380
                                    ------                                -----                               ------        -----

    Total general and
     administrative                            $22,496                                           $8,581                  $46,586   $19,133

    Depletion, depreciation,
     amortization and accretion                $38,139                                          $27,689                  $74,686   $56,485

    Commodity derivative cash
     settlements:

    Oil derivative cash settlements
     (paid) received                          $(6,309)                                          $3,559                $(11,203)   $6,698

    Natural gas derivative cash
     settlements received                       $3,895                                           $3,012                   $5,994    $4,109

    Production:

    Oil (MBbls)                      1,629                                1,044                                3,176        2,081

    Natural gas liquids (MGal)      11,332                                8,514                               20,576       16,167

    Natural gas (MMcf)              14,555                               15,604                               28,835       31,196

    Total (MBoe)                     4,325                                3,847                                8,472        7,665

    Average daily production (Boe/
     d)                             47,527                               42,275                               46,807       42,348

    Average sales price per unit
     (excluding derivative cash
     settlements):

    Oil price (per Bbl)                         $61.26                                           $44.15                   $60.83    $45.77

    Natural gas liquids price (per
     Gal)                                        $0.51                                            $0.58                    $0.64     $0.62

    Natural gas price (per Mcf)                  $2.32                                            $2.68                    $2.44     $2.79

    Combined (per Boe)                          $32.20                                           $24.13                   $32.67    $25.10

    Average sales price per unit
     (including derivative cash
     settlements):

    Oil price (per Bbl)                         $57.39                                           $47.56                   $57.31    $48.98

    Natural gas liquids price (per
     Gal)                                        $0.51                                            $0.58                    $0.64     $0.62

    Natural gas price (per Mcf)                  $2.59                                            $2.87                    $2.65     $2.93

    Combined (per Boe)                          $31.65                                           $25.84                   $32.05    $26.51

    Average WTI oil spot price (per
     Bbl)                                       $68.07                                           $48.10                   $65.55    $49.85

    Average Henry Hub natural gas
     index price (per MMbtu)                     $2.85                                            $3.08                    $2.96     $3.05

    Average unit costs per Boe:

    Oil and natural gas production,
     excluding ad valorem taxes                 $10.84                                           $10.99                   $10.91    $11.94

    Ad valorem taxes                             $0.59                                            $0.66                    $0.58     $0.59

    Production and other taxes                   $1.77                                            $1.08                    $1.77     $1.08

    General and administrative
     excluding transaction costs
     and LTIP                                    $1.85                                            $1.83                    $2.07     $2.04

    Total general and
     administrative                              $5.20                                            $2.23                    $5.50     $2.50

    Depletion, depreciation,
     amortization and accretion                  $8.82                                            $7.20                    $8.82     $7.37

Financial and Operating Results - Three-Month Period Ended June 30, 2018 Compared to Three-Month Period Ended June 30, 2017

    --  Production increased 12% to 47,527 Boe/d from 42,275 Boe/d primarily due
        to additional oil production from our Permian Basin horizontal drilling
        operations and production attributable to the additional working
        interests that reverted to us in connection with making an acceleration
        payment on August 1, 2017 (the "Acceleration Payment") under our amended
        and restated joint development agreement with TSSP. This was partially
        offset by natural production declines and individually immaterial
        divestitures completed in 2018 and 2017.
    --  Average realized price, excluding net cash settlements from commodity
        derivatives, increased 33% to $32.20 per Boe in 2018 from $24.13 per Boe
        in 2017 driven by the significant increase in oil prices and an increase
        in oil production as a percentage of total production, partially offset
        by widening regional differentials. Average realized oil price increased
        39% to $61.26 in 2018 from $44.15 in 2017 driven by an increase in the
        average WTI crude oil price of $19.97 per Bbl, partially offset by the
        widening Mid-Cush differential. Average realized natural gas price
        decreased 13% to $2.32 per Mcf in 2018 from $2.68 per Mcf in 2017. This
        decrease is primarily the result of a decrease in NYMEX pricing,
        widening realized regional differentials and our adoption of ASC 606.
        Finally, our average realized NGL price decreased 12% to $0.51 per
        gallon in 2018 from $0.58 per gallon in 2017 due to increased volumes
        with a higher percentage of lower-priced ethane.
    --  Production expenses, excluding ad valorem taxes, increased to $46.9
        million in 2018 from $42.3 million in 2017, primarily due to additional
        costs associated with increased production related to our Permian
        horizontal drilling program as well as increased working interests
        following the Acceleration Payment. On an average cost per Boe basis,
        production expenses excluding ad valorem taxes decreased 1% to $10.84
        per Boe in 2018 from $10.99 per Boe in 2017.
    --  Non-cash impairment expense totaled $35.4 million driven by the decline
        in natural gas futures prices.
    --  General and administrative expenses, excluding unit-based Long-Term
        Incentive Plan ("LTIP") compensation expense, increased to $9.6 million
        in 2018 from $7.1 million in 2017 due to a $1.5 million increase in
        transaction costs and general cost increases. LTIP compensation expense
        increased $11.4 million due to the recent rise in our unit price.
    --  Cash settlements paid on our commodity derivatives during 2018 were $2.4
        million compared to cash receipts of $6.6 million in 2017. The change in
        cash settlements is a result of higher commodity prices, reduced nominal
        volumes hedged in Q2 2018 compared to Q2 2017 and lower contracted hedge
        prices. This was partially offset by an increase in cash receipts of our
        Mid-Cush derivatives.
    --  Total development capital expenditures increased to $80.7 million in
        2018 from $24.6 million in 2017. The 2018 activity was comprised mainly
        of our Permian horizontal drilling program.

Financial and Operating Results - Six-Month Period Ended June 30, 2018 Compared to Six-Month Period Ended June 30, 2017

    --  Production increased 11% to 46,807 Boe/d from 42,348 Boe/d primarily due
        to additional oil production from our Permian Basin horizontal drilling
        operations and production attributable to the additional working
        interests that reverted to us in connection with the August 1, 2017
        Acceleration Payment. This was partially offset by natural production
        declines and individually immaterial divestitures completed in 2018 and
        2017.
    --  Average realized price, excluding net cash settlements from commodity
        derivatives, increased 30% to $32.67 per Boe in 2018 from $25.10 per Boe
        in 2017 driven by the significant increase in oil prices and an increase
        in oil production as a percentage of total production, partially offset
        by widening regional differentials. Average realized oil price increased
        33% to $60.83 in 2018 from $45.77 in 2017 driven by an increase in the
        average WTI crude oil price of $15.70 per Bbl, partially offset by the
        widening Mid-Cush differential. Average realized natural gas price
        decreased 13% to $2.44 per Mcf in 2018 from $2.79 per Mcf in 2017. This
        decrease is a result of the decrease in the average Henry Hub natural
        gas index price of approximately $0.09 per Mcf and widening realized
        regional differentials. Finally, our average realized NGL price
        increased 3% to $0.64 per gallon in 2018 from $0.62 per gallon in 2017
        due to higher commodity prices partially offset by increased volumes
        with a higher percentage of lower-priced ethane.
    --  Our production expenses, excluding ad valorem taxes, increased to $92.5
        million in 2018 from $91.5 million in 2017. This increase was due to
        increased production related to our Permian horizontal drilling program
        as well as increased working interests following the Acceleration
        Payment, partially offset by cost containment efforts. On an average
        cost per Boe basis, production expenses decreased 9% to $10.91 per Boe
        in 2018 from $11.94 per Boe in 2017.
    --  Non-cash impairment expense totaled $35.4 million driven by the decline
        in natural gas futures prices.
    --  General and administrative expenses, excluding unit-based LTIP
        compensation expense totaled $20.9 million in 2018 compared to $15.8
        million in 2017, reflecting a $3.3 million increase in transaction costs
        and general cost increases. LTIP compensation expense increased $21.8
        million due to the recent rise in our unit price.
    --  Cash settlements paid on our commodity derivatives during 2018 were $5.2
        million compared to cash receipts of $10.8 million in 2017. The change
        in cash settlements is a result of higher commodity prices, reduced
        nominal volumes hedged in 2018 compared to 2017 and lower contracted
        hedge prices. This was partially offset by an increase in cash receipts
        of our Mid-Cush derivatives.
    --  Total development capital expenditures increased to $140.4 million in
        2018 from $48.3 million in 2017. The 2018 activity was comprised mainly
        of our Permian horizontal drilling program.

Commodity Derivative Contracts

We enter into oil and natural gas derivative contracts to help mitigate the risk of changing commodity prices. As of July 31, 2018, we had entered into derivative agreements to receive average prices as summarized below.

NYMEX WTI Crude Oil Swaps:


    Time Period   Volumes (Bbls) Average Price per        Price Range per Bbl
                                        Bbl
    ---                                 ---

    July-December
     2018              1,527,200        $54.76     $51.20 -                $63.68

    2019               2,190,000        $58.88     $57.15 -                $61.20

NYMEX WTI Crude Oil Costless Collars. At an annual WTI market price of $40.00, $50.00 and $65.00, the summary positions below would result in a net price of $47.06, $50.00 and $60.29, respectively for 2018.


                                        Average Long             Average Short

    Time
     Period   Volumes (Bbls)         Put Price per Bbl        Call Price per Bbl
    -------    -------------         -----------------        ------------------

     July-
     December
     2018                    782,000                   $47.06                    $60.29

NYMEX WTI Crude Oil Enhanced Swaps. At an annual average WTI market price of $40.00, $50.00 and $65.00, the summary positions below would result in a net price of $65.50, $65.50 and $73.50, respectively for 2018.


                             Average Long Put        Average Short Put        Average Swap

     Time
     Period   Volumes (Bbls)   Price per Bbl           Price per Bbl          Price per Bbl
     ------   -------------    -------------           -------------          -------------

     July-
     December
     2018             64,400                  $57.00                   $82.00               $90.50

Midland-to-Cushing WTI Crude Oil Differential Swaps:


    Time
     Period   Volumes (Bbls) Average Price per                  Price Range per Bbl
                                    Bbl
    ---                             ---

    July-
     December
     2018          2,024,000       $(1.13)     $(1.25)        -               $(0.80)

    2019             730,000       $(1.15)             $(1.15)

NYMEX Natural Gas Swaps (Henry Hub):


                                           Average       Price Range per

    Time Period        Volumes (MMBtu) Price per MMBtu        MMBtu
    -----------        --------------- ---------------

    July-December 2018      18,160,000             $3.23  $3.04          - $3.39

    2019                    25,800,000             $3.36  $3.29          - $3.39

Location and quality differentials attributable to our properties are not reflected in the above prices. The agreements provide for monthly settlement based on the difference between the agreement fixed price and the actual reference oil and natural gas index prices.

Quarterly Report on Form 10-Q

Financial results contained herein are preliminary and subject to the final, unaudited financial statements and related footnotes included in Legacy's Form 10-Q which will be filed on or about August 7, 2018.

Credit Agreement Waiver

On July 31, 2018, the lenders for our credit agreement agreed to waive our compliance with the ratio of consolidated current assets to consolidated current liabilities covenant contained in the credit agreement for the fiscal quarter ended June 30, 2018.

Conference Call

As announced on July 18, 2018, Legacy will host an investor conference call to discuss Legacy's results on Thursday, August 2, 2018 at 9:00 a.m. (Central Time). Those wishing to participate in the conference call should dial 877-870-4263. A replay of the call will be available through Thursday, August 9, 2018, by dialing 877-344-7529 and entering replay code 10122434. Those wishing to listen to the live or archived webcast via the Internet should go to the Investor Relations tab of our website at www.LegacyLP.com. Following our prepared remarks, we will be pleased to answer questions from securities analysts and institutional portfolio managers and analysts; the complete call is open to all other interested parties on a listen-only basis.

About Legacy Reserves LP

Legacy Reserves LP is a master limited partnership headquartered in Midland, Texas, focused on the development of oil and natural gas properties primarily located in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions of the United States. Additional information is available at www.LegacyLP.com.

Additional Information for Holders of Legacy Units and Where to Find It

Although Legacy has suspended distributions to both the 8% Series A and Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the "Preferred Units"), such distributions continue to accrue. Pursuant to the terms of Legacy's partnership agreement, Legacy is required to pay or set aside for payment all accrued but unpaid distributions with respect to the Preferred Units prior to or contemporaneously with making any distribution with respect to Legacy's units. Accruals of distributions on the Preferred Units are treated for tax purposes as guaranteed payments for the use of capital that will generally be taxable to the holders of such Preferred Units as ordinary income even in the absence of contemporaneous distributions.

In addition, Legacy's unitholders, just like unitholders of other master limited partnerships, are allocated taxable income irrespective of cash distributions paid. Because Legacy's unitholders are treated as partners that are allocated a share of Legacy's taxable income irrespective of the amount of cash, if any, distributed by Legacy, unitholders will be required to pay federal income taxes and, in some cases, state and local income taxes on their share of Legacy's taxable income, including its taxable income associated with cancellation of debt ("COD income") or a disposition of property by Legacy, even if they receive no cash distributions from Legacy. As of January 21, 2016, Legacy has suspended all cash distributions to unitholders and holders of the Preferred Units. Legacy may engage in transactions to de-lever the Partnership and manage its liquidity that may result in the allocation of income and gain to its unitholders without a corresponding cash distribution. For example, if Legacy sells assets and uses the proceeds to repay existing debt or fund capital or operating expenditures, Legacy's unitholders may be allocated taxable income and gain resulting from the sale without receiving a cash distribution. Further, if Legacy engages in debt exchanges, debt repurchases, or modifications of its existing debt, these or similar transactions could result in "cancellation of indebtedness" or COD income being allocated to Legacy's unitholders as taxable income. For tax purposes, Legacy repurchased $187 million of its 6.625% Senior Notes at $0.70 per $1.00 principal amount on December 31, 2017. Unitholders will be allocated gain and income from asset sales and COD income and may owe income tax as a result of such allocations notwithstanding the fact that Legacy has suspended cash distributions to its unitholders. The ultimate effect of any such allocations will depend on the unitholder's individual tax position with respect to its units. Unitholders are encouraged to consult their tax advisors with respect to the consequences of potential transactions that may result in income and gain to unitholders.

Additionally, if Legacy's unitholders, just like unitholders of other master limited partnerships, sell any of their units, they will recognize gain or loss equal to the difference between the amount realized and their tax basis in those units. Prior distributions to unitholders that in the aggregate exceeded the cumulative net taxable income they were allocated for a unit decreased the tax basis in that unit, and will, in effect, become taxable income to Legacy's unitholders if the unit is sold at a price greater than their tax basis in that unit, even if the price received is less than original cost. A substantial portion of the amount realized, whether or not representing gain, may be ordinary income to Legacy's unitholders due to the potential recapture items, including depreciation, depletion and intangible drilling.

In connection with the proposed transaction that will transition Legacy from an MLP to a C-Corp (the "Transaction"), Legacy Reserves Inc. ("New Legacy") has filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4, which includes a preliminary proxy statement of Legacy and a preliminary prospectus of New Legacy (the "proxy statement/prospectus") which Legacy plans to mail to its unitholders to solicit approval for the merger.

INVESTORS AND UNITHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT LEGACY AND NEW LEGACY, AS WELL AS THE TRANSACTION AND RELATED MATTERS.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

A free copy of the proxy statement/prospectus and other filings containing information about Legacy and New Legacy may be obtained at the SEC's Internet site at www.sec.gov. In addition, the documents filed with the SEC by Legacy and New Legacy may be obtained free of charge by directing such request to: Legacy Reserves LP, Attention: Investor Relations, at 303 W. Wall, Suite 1800, Midland, Texas 79701 or emailing IR@legacylp.com or calling 855-534-5200. These documents may also be obtained for free from Legacy's investor relations website at https://www.legacylp.com/investor-relations.

Legacy and its general partner's directors, executive officers, other members of management and employees may be deemed to be participants in the solicitation of proxies from Legacy's unitholders in respect of the Transaction described in the proxy statement/prospectus. Information regarding the directors and executive officers of Legacy's general partner is contained in Legacy's public filings with the SEC, including its definitive proxy statement on Form DEF 14A filed with the SEC on April 6, 2018.

A more complete description is available in the registration statement and the proxy statement/prospectus.

Cautionary Statement Relevant to Forward-Looking Information

This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the expected benefits of the Transaction to Legacy and its unitholders, final court approval of the Settlement Agreement, the anticipated completion of the Transaction or the timing thereof, the expected future growth, dividends, distributions of the reorganized company, and plans and objectives of management for future operations. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Legacy expects, believes or anticipates will or may occur in the future, are forward-looking statements. Words such as "anticipates," "expects," "intends," "plans," "targets," "projects," "believes," "seeks," "schedules," "estimated," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties, factors and risks, many of which are outside the control of Legacy, which could cause results to differ materially from those expected by management of Legacy. Such risks and uncertainties include, but are not limited to, realized oil and natural gas prices; production volumes, lease operating expenses, general and administrative costs and finding and development costs; future operating results; and the factors set forth under the heading "Risk Factors" in Legacy's filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, Legacy undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.


                                                                                      LEGACY RESERVES LP

                                                                        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                          (UNAUDITED)


                                                       Three Months Ended                                      Six Months Ended

                                                            June 30,                                               June 30,

                                                 2018                   2017                      2018                     2017
                                                 ----                   ----                      ----                     ----


                                                                (In thousands, except per unit data)

    Revenues:

    Oil sales                                           $99,799                                           $46,096                 $193,210     $95,238

    Natural gas liquids (NGL)
     sales                                      5,735                              4,921                                13,131        9,971

    Natural gas sales                          33,747                             41,830                                70,419       87,185


    Total revenues                            139,281                             92,847                               276,760      192,394
                                              -------                             ------                               -------      -------


    Expenses:

    Oil and natural gas
     production                                49,431                             44,802                                97,398       96,019

    Production and other taxes                  7,658                              4,145                                14,984        8,304

    General and administrative                 22,496                              8,581                                46,586       19,133

    Depletion, depreciation,
     amortization and accretion                38,139                             27,689                                74,686       56,485

    Impairment of long-lived
     assets                                    35,381                              1,821                                35,381        9,883

    (Gains) losses on disposal
     of assets                                (1,145)                            11,049                              (21,540)       5,525


    Total expenses                            151,960                             98,087                               247,495      195,349
                                              -------                             ------                               -------      -------


    Operating (loss) income                  (12,679)                           (5,240)                               29,265      (2,955)


    Other income (expense):

    Interest income                                 3                                  8                                    15            9

    Interest expense                         (28,589)                          (20,614)                             (55,957)    (40,747)

    Gain on extinguishment of
     debt                                           -                                 -                               51,693            -

    Equity in income of equity
     method investees                               3                                  1                                    20           12

    Net gains (losses) on
     commodity derivatives                    (9,315)                            14,516                              (11,019)      49,185

    Other                                         (2)                               402                                   273          362


    Income (loss) before income
     taxes                                   (50,579)                          (10,927)                               14,290        5,866

    Income tax expense                          (130)                             (150)                                (617)       (571)


    Net income (loss)                                 $(50,709)                                        $(11,077)                 $13,673      $5,295

    Distributions to preferred
     unitholders                              (4,750)                           (4,750)                              (9,500)     (9,500)


    Net income (loss)
     attributable to unitholders                      $(55,459)                                        $(15,827)                  $4,173    $(4,205)
                                                       ========                                          ========                   ======     =======


    Income (loss) per unit -
     basic & diluted                                    $(0.72)                                          $(0.22)                   $0.05     $(0.06)
                                                         ======                                            ======                    =====      ======

    Weighted average number of units used in
     computing net income (loss) per unit -

    Basic                                      76,725                             72,354                                76,539       72,229
                                               ======                             ======                                ======       ======

    Diluted                                    76,725                             72,354                                77,433       72,229
                                               ======                             ======                                ======       ======


                                                       LEGACY RESERVES LP

                                             CONDENSED CONSOLIDATED BALANCE SHEETS

                                                          (UNAUDITED)


                                                             ASSETS

                                                           June 30,                      December 31,
                                                                 2018                                 2017
                                                                 ----                                 ----

                                                                          (In thousands)

    Current assets:

    Cash                                                                     $5,948                                $1,246

    Accounts receivable, net:

    Oil and natural gas                                        57,676                                 62,755

    Joint interest owners                                      16,515                                 27,420

    Other                                                           6                                      2

    Fair value of derivatives                                  28,046                                 13,424

    Prepaid expenses and other current
     assets                                                    10,457                                  7,757
                                                                                                      -----

    Total current assets                                      118,648                                112,604
                                                              -------                                -------

    Oil and natural gas properties using the
     successful efforts method, at cost:

    Proved properties                                       3,497,220                              3,529,971

    Unproved properties                                        31,661                                 28,023

    Accumulated depletion, depreciation,
     amortization and impairment                          (2,157,542)                            (2,204,638)

                                                            1,371,339                              1,353,356
                                                            ---------                              ---------

    Other property and equipment, net of
     accumulated depreciation and
     amortization of $11,971 and $11,467,
     respectively                                               2,532                                  2,961

    Operating rights, net of amortization of
     $5,944 and $5,765, respectively                            1,072                                  1,251

    Fair value of derivatives                                   9,968                                 14,099

    Other assets                                                6,991                                  8,811

    Total assets                                                         $1,510,550                            $1,493,082
                                                                         ==========                            ==========

    LIABILITIES AND PARTNERS' DEFICIT

    Current liabilities:

    Current debt, net                                                      $505,222                          $          -

    Accounts payable                                            6,626                                 13,093

    Accrued oil and natural gas liabilities                   119,086                                 81,318

    Fair value of derivatives                                  27,740                                 18,013

    Asset retirement obligation                                 3,214                                  3,214

    Other                                                      46,538                                 29,172

    Total current liabilities                                 708,426                                144,810
                                                              -------                                -------

    Long-term debt, net                                       784,753                              1,346,769

    Asset retirement obligation                               261,031                                271,472

    Fair value of derivatives                                   6,682                                  1,075

    Other long-term liabilities                                   643                                    643

    Total liabilities                                       1,761,535                              1,764,769
                                                            ---------                              ---------

    Commitments and contingencies

    Partners' deficit

    Series A Preferred equity -2,300,000
     units issued and outstanding at June
     30, 2018 and December 31, 2017                            55,192                                 55,192

    Series B Preferred equity -7,200,000
     units issued and outstanding at June
     30, 2018 and December 31, 2017                           174,261                                174,261

    Incentive distribution equity -100,000
     units issued and outstanding at June
     30, 2018 and December 31, 2017                            30,814                                 30,814

    Limited partners' deficit -76,793,940
     and 72,594,620 units issued and
     outstanding at June 30, 2018 and
     December 31, 2017, respectively                        (511,095)                             (531,794)

    General partner's deficit (approximately
     0.02%)                                                    (157)                                 (160)

    Total partners' deficit                                 (250,985)                             (271,687)
                                                             --------                               --------

    Total liabilities and partners' deficit                              $1,510,550                            $1,493,082
                                                                         ==========                            ==========

Non-GAAP Financial Measures

"Adjusted EBITDA" is a non-generally accepted accounting principles ("non-GAAP") measure which may be used periodically by management when discussing our financial results with investors and analysts. The following presents a reconciliation of this non-GAAP financial measure to its nearest comparable generally accepted accounting principles ("GAAP") measure.

Adjusted EBITDA is presented as management believes it provides additional information concerning the performance of our business and is used by investors and financial analysts to analyze and compare our current operating and financial performance relative to past performance and such performances relative to that of other publicly traded partnerships in the industry. Adjusted EBITDA may not be comparable to similarly titled measures of other publicly traded limited partnerships or limited liability companies because all companies may not calculate such measures in the same manner.

Certain factors impacting Adjusted EBITDA may be viewed as temporary, one-time in nature, or being offset by reserves from past performance or near-term future performance. Financial results are also driven by various factors that do not typically occur evenly throughout the year that are difficult to predict, including rig availability, weather, well performance, the timing of drilling and completions and near-term commodity price changes.

"Adjusted EBITDA" should not be considered as an alternative to GAAP measures, such as net income, operating income, cash flow from operating activities, or any other GAAP measure of financial performance.

The following table presents a reconciliation of our consolidated net income (loss) to Adjusted EBITDA:


                                                        Three Months Ended                          Six Months Ended

                                                             June 30,                                   June 30,

                                                2018                     2017          2018                     2017
                                                ----                     ----          ----                     ----

                                          (In thousands)

    Net income (loss)                                  $(50,709)                            $(11,077)                $13,673    $5,295

          Plus:

    Interest expense                          28,589                            20,614                       55,957      40,747

    Gain on extinguishment of debt                 -                                -                    (51,693)          -

    Income tax expense                           130                               150                          617         571

    Depletion, depreciation, amortization
     and accretion                            38,139                            27,689                       74,686      56,485

    Impairment of long-lived assets           35,381                             1,821                       35,381       9,883

    (Gain) loss on disposal of assets        (1,145)                           11,049                     (21,540)      5,525

    Equity in income of equity method
     investees                                   (3)                              (1)                        (20)       (12)

    Unit-based compensation expense           12,886                             1,483                       25,692       3,380

    Minimum payments received in excess
     of overriding royalty interest
     earned(1)                                   334                               470                          856         915

    Net (gains) losses on commodity
     derivatives                               9,315                          (14,516)                      11,019    (49,185)

    Net cash settlements (paid) received
     on commodity derivatives                (2,414)                            6,571                      (5,209)     10,807

    Transaction costs                          1,607                                52                        3,389          84

    Adjusted EBITDA                                      $72,110                               $44,305                $142,808   $84,495
                                                         =======                               =======                ========   =======


    (1)              Minimum payments received in
                     excess of overriding
                     royalties earned under a
                     contractual agreement
                     expiring December 31, 2019.
                     The remaining amount of the
                     minimum payments is
                     recognized in net income.


    CONTACT:                          Legacy Reserves LP

                                      Dan Westcott

                                       President and Chief
                                       Financial Officer

                                      (432) 689-5200

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SOURCE Legacy Reserves LP