november 10, 2012
DESCRIPTION
November 10, 2012. Houston Investor Association Presented by: Richard Robert, EVP & CFO 5847 San Felipe, Suite 3000 Houston, Texas 77057 FAX: 832-327-2260 Mobile: 281-831-9680 Email: [email protected]. NYSE: VNR. Forward-Looking Statements. - PowerPoint PPT PresentationTRANSCRIPT
November 10, 2012November 10, 2012
Houston Investor Association
Presented by:Richard Robert, EVP & CFO5847 San Felipe, Suite 3000
Houston, Texas 77057FAX: 832-327-2260
Mobile: 281-831-9680Email: [email protected]
NYSE: VNR
2
Forward-Looking StatementsForward-Looking StatementsStatements made by representatives of Vanguard Natural Resources, LLC during the course of this presentation that are not historical facts are forward looking statements, including (but not limited to) statements about the acquisition (including its benefits, results and effects), the related financing plans, whether and when the acquisition will be consummated, the operating results of Encore Energy Partners LP following the acquisition and statements with respect to future distributions. These statements are based on certain assumptions and expectations made by the Company which reflect management’s experience, estimates and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or anticipated in the forward looking statements. These include risks relating to the satisfaction of the conditions to closing of the acquisition, uncertainties as to timing, financial performance and results, our indebtedness under our revolving credit facility, availability of sufficient cash to pay our distributions and execute our business plan, prices and demand for oil, natural gas and natural gas liquids, our ability to replace reserves and efficiently develop our reserves, our ability to make acquisitions on economically acceptable terms and other important factors that could cause actual results to differ materially from those anticipated or implied in the forward looking statements. See “Risk Factors” in our most recent annual report on Form 10-K and Item 1A. of Part II “Risk Factors” in our subsequent quarterly reports on Form 10-Q and any other public filings and press releases. Vanguard Natural Resources, LLC undertakes no obligation to publicly update any forward looking statements, whether as a result of new information or future events.
This presentation has been prepared as of November 8, 2012.
Key MLP Investor BenefitsKey MLP Investor Benefits
4 Specific Investor Benefits
High Current Income
6.2% average current yield for the AMZ MLP Index(1)
Growth Potential
398.3% total return for the AMZ MLP Index since 2002 (2)
Tax Advantaged Distributions
Largely a Return of Capital
Inflation Protection
Distribution Growth historically exceeds CPI/PPI
Source: Alerian MLP Index database. Market data as of 11/08/2012. (1) Represents the weighted average yield of the Alerian MLP Index (AMZ). (2) Represents Alerian MLP Total Return Index (AMZX) from 10/30/2002 to 11/02/2012.
3
Where Are MLPs Today?Where Are MLPs Today?
MLPs remain attractive for three key reasons
1) Attractive valuations
Still within historical average yields and yield spreads
Still within historical averages EV/EBITDA and Price/DCF multiples
Attractive to other yield alternatives: REITs, Utilities and Corporate Bonds
2) Earnings Strength / Stability
MLP earnings are largely derived from fixed fee contracts or have the ability to hedge away a large portion of commodity risk
3) High and Growing Dividends (Defense and Offense)
High dividends provide protection in an uncertain market
Growing dividends encourage upside pricing movement while providing a powerful inflation hedge
4
Relative Performance Since 1/01/2001Relative Performance Since 1/01/2001
+202.3%
+103.8%
+23.5%
+36.1%
+4.3%
-23.9%
+138.9%
-18.2%
(1)
Source: Bloomberg database. Market data as of 11/08/2012. (1) MSCI World Index excludes the United States.
-100%
-75%
-50%
-25%
0%
25%
50%
75%
100%
125%
150%
175%
200%
225%
J an-01 Dec-01 Dec-02 Dec-03 Dec-04 Dec-05 Nov-06 Nov-07 Nov-08 Nov-09 Nov-10 Nov-11 Oct-12
BAML HY Index Alerian MLP S&P 500 Utilities
S&P Small Cap 600 Dow J ones-UBS Commodity Index MSCI World Index
S&P 500 MSCI US REIT Index
(1)
5
AMZ MLP Index Spread to MSCI REIT Index
(400)
(300)
(200)
(100)
0
100
200
300
400
500
J an-01 May-03 Sep-05 J an-08 May-10 Sep-12
(Spr
ead
in B
asis
Poi
nts)
Historical Average: 146bps
(200)
(100)
0
100
200
300
400
500
600
Jan-01 May-03 Sep-05 Jan-08 May-10 Sep-12
(Spr
ead
in B
asis
Poi
nts)
0
200
400
600
800
1,000
1,200
1,400
J an-01 May-03 Sep-05 J an-08 May-10 Sep-12
(Spr
ead
in B
asis
Poi
nts)
AMZ MLP Index Spread Over 10-Year Treasury
MLPs currently at 127bps
above historical average
AMZ MLP Index Spread to BBB Bond Index (1)
Source: Alerian MLP Index and FactSet databases. Market data as of 11/01/2012.(1) Bank of America / Merrill Lynch BBB Bond Index.
Historical Average: 326bps
Historical Average: 126bps
Current Spread 290bps
Current Spread 357bps
MLP Yield Spreads Still at Attractive LevelsMLP Yield Spreads Still at Attractive Levels
6
2.9%
4.0%3.7%
4.8%
6.0%
7.4%7.1%
7.0%
9.6%10.0%
11.0%11.3%
12.6%13.3%
0.0%
3.0%
6.0%
9.0%
12.0%
15.0%
Public GP Entities
(1)
Small-cap
Midstream /
Pipeline (2)
Large-cap
Midstream /
Pipeline (3)
Upstream (4) Propane (5) Gas Storage (6) Coal (7)
4.1%
7.1%
9.1%
12.2%
7.5%
6.3%
10.0%
Source: FactSet, as of 11/08/2012.(1) Includes: AHGP, XTXI, ETE, KMI, NSH, TRGP.(2) Includes: AMID, APL, BKEP, CQP, CHKM, CPNO, CMLP, XTEX, EROC, GEL, GLP, HEP, NRGM, MWE, MMLP, OILT, RGP, RRMS, SXL, NGLS, TLLP, TCLP, TLP, WES.(3) Includes: BWP, BPL, EPB, EEP, ETP, EPD, KMP, MMP, NS, OKS, PAA, SEP, WPZ.(4) Includes: ARP, BBEP, EVEP, LGCY, LRE, LINE, MEMP, MCEP, PSE, VNR, QRE.(5) Includes: NKA, PNG.(6) Includes: ARLP, NRP, PVR, OXF, RNO.(7) Includes: APU, FGP, NRGY, NGL, SPH.
Current Yields
Current Yields Across MLP SegmentsCurrent Yields Across MLP Segments
7
Advantages of Vanguard’s LLC StructureAdvantages of Vanguard’s LLC Structure
Characteristics VNR TypicalMLP
TypicalCorporation
Non-Taxable Entity No
Tax Shields on Distributions/Dividends Distribution Distribution
TaxableDividend
Tax Reporting Schedule K-1
Schedule K-1
Form 1099
General Partner No No
Incentive Distribution Rights (IDRs)
NoUp to 50%
No
Attractive Estate Planning Tool No
8
9
Our Successful Execution of the E&P MLP StrategyOur Successful Execution of the E&P MLP Strategy
High Quality, Low Risk Asset Portfolio
Geographically diverse portfolio of long life assets, well positioned in most of the mature US Basins
136.2 MMBoe total proved reserves, 72% proved developed and 15 year Proved R/PBalanced commodity portfolio – transitioned portfolio from 100% gas at IPO to approximately 46% liquids
Low capital requirements to maintain cash flow going forward
$47 million capital expenditure program for 2012 which is approximately 20% of 2012E Adjusted EBITDA
Disciplined Acquisition
Strategy
15 strategic acquisitions since the IPO, including the recent acquisition of ENP and the Woodford/Fayetteville acquisition
Average acquisition price of ~$10.45/Boe and captured margins of ~$47.70/Boe
Acquisitions have supported 41% distribution growth since 2008 while improving overall coverage and credit position
We review between 125-150 and evaluate approximately 50 acquisition candidates each year
Active Hedging Program
Approximately 85% of expected oil production hedged through 2014 at FLOOR PRICE of $91.50 per barrel
Approximately 85% of expected natural gas production hedged through 1H 2017 at $5.11 per MMBtu
Acquisition strategy incorporates active hedging component to “lock in” anticipated margins
Strong Credit Profile
Well capitalized balance sheet with sufficient liquidity and spending coverage
VNR is not outspending cash flow like many resource play focused peers
Management commitment to maintaining long-term leverage of less than 3.0x Debt / EBITDA
No General Partner or incentive distribution rights (IDRs)
Proven Management Team
with Extensive Experience
Extensive experience in acquisition integration, development and operation of oil and gas assets – demonstrated at Vanguard and previous companies
Continuing to build team and infrastructure to support VNR’s growing company and platform
10
Overview of Vanguard Natural Overview of Vanguard Natural ResourcesResources
Upstream oil & gas LLC, headquartered in Houston, TexasInitial Public Offering – “VNR” – October 2007 (Total Enterprise Value of ~$240mm)Fifteen strategic acquisitions totaling ~$2.1bn expanded geographic profile and commodity diversity (including merger with Encore Energy Partners LP and Arkoma Basin acquisition)
Instituted a monthly distribution beginning with the July 2012 distributionMonthly distribution of $0.20 per unit ($2.40 annualized) yields approximately 8.6% at current price; Increased distributions ~41% since IPO
Diverse portfolio of mature, long life oil and gas properties, combined with a multi-year hedging program provide stable cash flow and support distribution growth
No General Partner or incentive distribution rights (IDRs)Reduces cost of capital
* Proved reserves as of 6/30/2012 based on internal reserve report.(1) Market data as of 11/8/2012 includes 420,000 Class B units.(2) Debt figure as adjusted for September 2012 VNR equity follow-on.
~136 MMBoe total proved reservesPre-Arkoma Q2 2012 Production: ~12.3 MBoe/dCurrent Daily Production: 24.6 MBoe/d2012E Production: 18.8 MBoe/d2013E Production: 23.2 MBoe/d~72% proved developed ~15 year Proved R/P
~46% liquids / 54% gas
($ in millions)
Company Profile VNR
UNITS OUTSTANDING (1) 59.083
EQUITY MARKET CAP (1) $1,653.1
TOTAL DEBT (2) 901.7
ENTERPRISE VALUE $2,554.8
Recent Investor Friendly Events Recent Investor Friendly Events
Initiated monthly distribution policy
Commenced with July 2012 distribution and paid on September 14, 2012
Previously paid quarterly distributions
Established a Direct Reinvestment Plan (DRIP)
Established Direct Common Unit Purchase Plan (PLAN)
The Plan is administered through American Stock Transfer (AST)
Online registration is available at www.amstock.com or 866-673-8052
11
The Power of the DRIPThe Power of the DRIPThe below example looks at two identical investments over a 20 year period….one
with a DRIP and the other not
Initial Unit Price $28.50Units Bought 1,000 Initial Monthly Distribution $0.20Yield 8.4%Distribution Annual Increase 5.0%Unit Price Annual Increase 5.0%
Beginning Investment $28,500.00Cumulative Distributions (Reinvested) $232,275.35Ending Investment $385,771.69Total Return 1,253.6%
$200
$2,688
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
First Monthly Distribution Last Monthly Distribution
$200$505
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
First Monthly Distribution Last Monthly Distribution
1,244%
153%
12
Initial Unit Price $28.50Units Bought 1,000 Initial Monthly Distribution $0.20Yield 8.4%Distribution Annual Increase 5.0%Unit Price Annual Increase 5.0%
Beginning Investment $28,500.00Cumulative Distributions $79,358.29Ending Investment $151,376.37Total Return 431.1%
13
Note: Proved reserves as of 6/30/2012 based on internal reserve report. Production represents 2011 average daily net production. Pro forma for exchange of Appalachian assets and recent Arkoma Basin acquisition. Percent operated statistics are computed based on cash flow.(1) Includes ~12.7 Mboe/d of current production from the Woodford/Fayetteville Shale acquisition.
Geographically Diversified Reserve BaseGeographically Diversified Reserve Base
PERMIAN BASIN
WILLISTON BASIN
BIG HORN BASIN
VNR Major Producing Fields
Core Areas
Permian Basin• Proved Reserves: 28.5
MMBoe• 51% oil and 85% Proved
Developed• 5.1 MBoe/d net production• 85% operated
Mississippi – Parker Creek• Proved Reserves: 2.7
MMBoe • 95% oil and 76% Proved
Developed• 0.6 MBoe/d net production• 90% operated
South Texas Proved Reserves: 7.6 MMBoe
• 59% gas and 63% Proved Developed
• 1.1 MBoe/d net production• 0% operated
Big Horn Basin• Proved Reserves: 24.0 MMBoe• 85% oil and 96% Proved
Developed• 3.9 MBoe/d net production• 93% operated
Williston Basin• Proved Reserves: 5.8 MMBoe• 93% oil and 95% Proved
Developed• 0.9 MBoe/d net production• 70% operated
Proved Reserves by Area
136 MMBoe
• 136.2 MMBoe proved reserves• 54% gas and 72% proved developed • Proved R/P of ~15 years• Operate ~75% of cash flow
Overview
MISSISSIPPI
Arkoma Basin• Proved Reserves: 67.6
MMBoe• 82% gas and 57% Proved
Developed• 13.0 MBoe/d net production
(1)• 43% operated
SOUTH TEXAS
ARKOMA BASIN
Arkoma50%
Permian 21%
Big Horn18%
S. Texas5%Williston
4%Mississippi
2%
14
$396
$654
$389
$235 $225 $225 $202 $212
$1,148
$541
$1,396
$707$620
$34$76 $72 $84
$550$639
$545
$0
$400
$800
$1,200
$1,600
BRY SFY SD LPI OAS VNR BBEP LGCY EVEP LINE
How We Spend CapitalHow We Spend CapitalDisciplined approach to capital spending – focus on maintaining cash flow from mature, long lived fields
By contrast, resource players invest in growth to support equity valuation
The nature of our capital program is inherently less risky due to the lengthy production histories in the fields we operate
We grow production primarily through accretive acquisitions of low-risk producing properties, rather than through the drillbit
Our capital spending as a percent of 2011A EBITDA is best-in-class
2012E capital budget of $47 million – approximately 20% of 2012E Adjusted EBITDA
2011 Adjusted EBITDA 2011 Capex(2)
VNR 15%E&P MLPs(1) 49%Resource Players 172%
EBITDA / Capex 1.0x 0.7x 0.5x 0.6x 0.4x 6.6x 3.0x 2.8x 2.5x 1.8x
Capital Spending vs. Cash FlowResource Players E&P MLPs
Source: Company filings.Note: VNR adjusted EBITDA includes the non-controlling interest of ENP.(1) Excludes VNR.(2) Represents development and exploration expenses, excluding acquisitions.
15
Our Acquisition StrategyOur Acquisition Strategy
The U.S. has a large inventory of mature oil and natural gas basins which provide significant opportunity for future growth and consolidation
Current E&P opportunity set is comprised of an estimated $1.5 trillion of mature properties, which is substantially more than the U.S. midstream sector
Approximately $40 billion of E&P assets transacted each year since 2007
Vanguard’s Acquisition Strategy is to:
Acquire mature oil and gas properties with the following characteristics:
Stable, long life production with a shallow decline
High percentage of proved developed producing reserves
Long reserve life
Step-out development opportunities for additional growth
Efficiently manage the oil and gas assets with focus on maintaining cash flow levels
Reduce commodity price and interest rate risk through hedging
Return cash flow through distribution payments to unitholders
Our Successful Acquisition Track RecordOur Successful Acquisition Track Record
16
2008 2009 2010 2011 2012*
$126.8$105.8
$494.3
$1020.5
$782.5
* 2012 includes the recently announced natural gas and liquids acquisitions in Colorado in Wyoming for $335 million with an anticipated close date on or before December 31, 2012.
17
AcquisitionEffective Date
Region
Adj. Purchase Price ($ mm)
Proved Reserves/PDP(1) Key Features
Apache Jan 2008 Permian $73.4 4.4 MMBoe / 90% PDP 83% oil
Dos Hermanos Jul 2008 South Texas $53.4 20 Bcfe / 65% PDP 98% natural gas
SUN TSH Jul 2009 South Texas $50.8 27 Bcfe / 74% PDP 55% natural gas
Ward County Oct 2009 Permian $55.0 3.2 MMBoe / 65% PDP 83% oil
Parker Creek May 2010 Mississippi,TX & NM
$114.3 4.7 MMBoe / 61% PDP 96% oil
Encore ― Acquisition
*Encore ― Merger
Dec 2010
*Dec 2011
Permian, Williston, Arkoma & Big Horn
Basins
$380.0
*$814.0additional
43.4 MMBoe / 91% PDP 67% oil & NGLs
Miscellaneous Q1 2011 Permian $13.0 0.67 MMBoe / 100% PDP 100% oil
Permian May 2011 Permian $81.4 5.5 MMBoe / 100% PDP 70% oil & NGLs
Permian May 2011 Permian $14.8 1.3 MMBoe / 51% PDP 87% oil & NGLs
Wyoming June 2011 Big Horn $27.7 25 Bcfe / 90% PDP 65% natural gas
TX, LA Aug 2011 Gulf Coast $47.6 2.1 MMBoe / 100% PDP 83% oil & NGLs
Montana, N. Dakota Sept 2011 Williston $7.6 0.53 MMBoe / 100% PDP 97% oil
Parker Creek Dec 2011 Mississippi $14.4 0.46 MMBoe / 85% PDP 100% oil
Wyoming Mar 2012 Big Horn $13.5 0.848 MMBoe / 91% PDP 100% oil
Oklahoma April 2012 Arkoma Basin $434 402 Bcfe / 57% PDP 82% natural gas
Colorado and Wyoming(2) Oct 2012 Piceance, Powder River & Wind River Basins
$335 300.4 Bcfe / 80% PDP 86% natural gas
Our Successful Acquisition Track RecordOur Successful Acquisition Track Record
* Purchase price adjusted downward for distributions received on ENP units and includes debt as of 11/30/2011.(1) Proved reserves and proved developed producing (PDP) numbers are calculated as of the acquisition closing date based on internal estimates.(2) Colorado and Wyoming recently announced acquisition is anticipated to close on or before December 31, 2012.
We review between 125-150 and evaluate approximately 50 acquisition candidates each year
18
Barrett Acquisition in Colorado and WyomingBarrett Acquisition in Colorado and Wyoming
Assets located in the Piceance Basin in Colorado and the Powder River and Wind River Basins in Wyoming
Total proved reserves of ~300 Bcfe (80% PDP)
Current net production of ~65 MMcfe/d
Reserve to production ratio of 13 years
~184,000 net acres in the Wind River Basin (12% held by production); ~67,000 net acres in the Powder River Basin (93% held by production); and ~15,000 net acres in the Piceance Basin (95% held by production);
Vanguard intends to significantly hedge the expected natural gas and oil production through 2016 and the expected natural gas liquids production in 2013
Immediately accretive to cash flow
Wind River & Powder River, WY Piceance Basin, CO
19
Arkoma Basin AcquisitionArkoma Basin Acquisition
Assets located in the Woodford Shale and Fayetteville Shale plays
Total proved reserves of ~402 Bcfe (57% PDP)
Current net production of ~71 MMcfe/d (includes ~650 Bbl/d of NGLs)
Reserve to production ratio of 15 years
~71,300 net acres (89% held by production)
~180 drilling locations with an average 22.5% working interest (modeled with ~$22 million in capital expenditures per year)
Restructured acquired hedges to cover ~100% of expected proved production for the next five years at $5.04/MMBtu beginning in August 2012
Immediately accretive to cash flow
Operated AcreageNon-operated Acreage
Fayetteville Shale
Woodford Shale
20
Total Proved Reserves of ~136.2 MMBoe (~817 Bcfe)
PDP reserves of ~95 MMBoe (~570 Bcfe) is ~69% of total Proved Reserves
Pro Forma Reserve SummaryPro Forma Reserve Summary
By Reserve Mix
Note: Proved reserves as of 6/30/2012 based on internal reserve report. Sum of categories may not add to total due to rounding.
By Commodity MixStandalone Pro Forma for Arkoma Standalone Pro Forma for Arkoma
Oil62%
Gas27%
NGLs11%
Oil32%
Gas54%
NGLs14%
PDP69%
PDNP3%
PUD28%
Oil NGL Gas Total(MMBl) (MMBl) (Bcf) (MMBoe)
PDP 37 9 291 95 PDNP 2 0 11 4 PUD 5 10 138 38
Total Proved 43 20 439 136
PDP82%
PDNP5%
PUD13%
21
Experienced Management TeamExperienced Management TeamName Title Prior Affiliations
Years of Experience
Scott W. Smith President and CEO• Ensource Energy• The Wiser Oil Company• San Juan Partners
>32
Richard A. Robert EVP and CFO• Enbridge USA• Midcoast Energy Resources• Various energy-related entrepreneurial ventures
>20
Britt PenceSenior Vice Presidentof Operations
• Anadarko Petroleum• Greenhill Petroleum• Mobil
>28
Mark Carnes Director of Acquisitions• Synergy Oil & Gas• Petromark• Torch Energy Advisors
>35
Chris Raper Land Manager• Synergy Oil & Gas• Amoco Production
>33
Rod Banks Marketing Manager
• Apache Corporation• Mariner Energy• Producers Energy Marketing• Coastal Gas Marketing• ORYX Energy Company
>32
Financial OverviewFinancial Overview
23
(1) Proved reserves as of 6/30/2012 based on internal reserve report. (2) Amounts illustrated reflect ENP and VNR proved reserves and production on a consolidated basis. Pro forma for exchange of Appalachian assets.(3) Pro forma for the recent Arkoma Basin acquisition.(4) Based on updated 2012E and 2013E guidance announced on 8/2/2012.(5) Adjusted EBITDA pro forma for ENP acquisition but does not reflect adjustments for Arkoma acquisition.(6) Annualized quarterly distribution.
Summary Operating PerformanceSummary Operating Performance
$30$49 $56
$80
$225$245
$278
$0
$50
$100
$150
$200
$250
$300
2007 2008 2009 2010 2011 2012E2013E
11 18 24
69 73
136
0
25
50
75
100
125
150
2007 2008 2009 2010 2011 2012
Proved Reserves (MMBoe)
1,9352,701 3,335
4,721
11,946
18,767
23,242
0
5,000
10,000
15,000
20,000
25,000
2007 2008 2009 2010 2011 2012E2013E
Average Annual Production (Boe/d)
Adjusted EBITDA ($mm)
$1.70$1.89 $2.03 $2.19
$2.31 $2.39
$0.00
$0.50
$1.00
$1.50
$2.00
$2.50
$3.00
2007 2008 2009 2010 2011 2012
Distribution Growth ($ / unit)
1,136% Growth
1,101% Growth
41% Increase
(1)
(2)
(6)(5)
827% Growth
(2)(3) (4)
(4)
(4)
(4)
$2.40
24
Disciplined Financial StrategyDisciplined Financial Strategy
Maintain conservative capital structure and sufficient liquidity
Availability under Revolver as of 10/8/2012 of ~$580 million, pro forma for September follow-on
offering and October senior notes add-on offering
Target Debt / EBITDA of less than 3.0x
Active management of debt levels by periodic access to the equity markets as needed
Utilize excess cash flow to reduce revolving debt levels
Prudent management of commodity price risk through multi-year hedging program
Approximately 85% of expected oil production hedged through 2014 at a FLOOR PRICE of $91.50 per
barrel
Approximately 85% of expected natural gas production hedged through the 1H 2017 at $5.11 per
MMBtu
Acquisition strategy incorporates active hedging component to “lock-in” anticipated margins
Prudently seek acquisitions utilizing our low cost of capital
Accretive acquisitions of long life oil and gas assets
Maintain a prudent coverage ratio to provide distribution stability and “comfortable” growth
Maintain strong relationships with a diversified bank syndicate
Currently have 21 banks in the Revolver
25
$127 $106
$494
$882
$448
$0
$150
$300
$450
$600
$750
$900
2008 2009 2010 2011 2012
(1) Encore merger purchase price adjusted downward for distributions received on ENP units and includes debt as of 11/30/2011.
Acquisition Financing StrategyAcquisition Financing StrategyVanguard’s long-term strategy is to fund its acquisition program with approximately 60% equity and 40% debt, de-levering the company over time via equity issuances and utilizing excess cash flow to pay down debt
To date, Vanguard has issued ~49mm units for a total of approximately $1.2bn in net proceeds, including ~$487mm for the second step of the Encore merger
~58% of the total acquisition value for transactions has been financed with equity (including $182.4 million in equity raised in September 2012)
(1)
Cum.: $21 $117 $391 $879 $1,201Cum.: $127 $233 $727 $1,609 $2,057
$21
$96
$274
$488
$322
$0
$150
$300
$450
$600
$750
$900
2008 2009 2010 2011 2012
Total of ~$2.1bn
Total of ~$1.2bn
26
Hedging PhilosophyHedging Philosophy
Hedge commodity prices on estimated production from acquisitions for three to five years upon signing the Purchase and Sale Agreement to protect rate of return from price fluctuations
Opportunistic hedging program to extend hedge positions as existing hedges roll off
Reduce cash flow volatility and protect distribution levels
Primary use of swaps and costless collars, with the addition of three-way collars to provide higher floor pricing
Interest rate risk also mitigated through hedging
27
$60.42 $60.48
$56.12
$80.28
$92.82
$67.41
$78.85
$84.87
$51.62
$81.72
$92.27 $93.42
$98.49
$35.14
$16.68 $16.02
$11.29
$17.19
$24.32
$18.75 $14.85 $14.37
$6.63
$22.67
$14.34
$31.21
$15.92
$5.09
$43.74 $44.46 $44.83
$63.10
$68.50
$48.66 $63.99 $70.50
$44.99
$59.05 $77.93
$62.21 $82.57
$30.05
$0.00
$10.00
$20.00
$30.00
$40.00
$50.00
$60.00
$70.00
$80.00
$90.00
$100.00
Apache(12/21/07)
DosHermanos(7/21/08)
SUN TSH(7/21/09)
WardCounty
(11/30/09)
ParkerCreek
(5/3/10)
Encore(11/17/10)
Permian(6/22/11)
Permian(8/15/11)
Wyoming(9/1/11)
Gulf coast(8/31/11)
Montana /N. Dakota(12/1/11)
Mississippi(12/22/11)
Wyoming(3/31/12)
Arkoma(6/29/12) *
NYMEX 5 Year WAVG Forward Strip Price on a Boe Basis Acquisiton Cost per Boe
Locking in Margins Provides StabilityLocking in Margins Provides StabilityThrough the use of hedging, Vanguard is able to lock in significant acquisition margins for the foreseeable future, helping to insure distribution stability
* Arkoma Basin acquisition adjusted for value of the hedges acquired.
28
More than 85% of expected crude oil proved production hedged thru 2014 at a weighted average FLOOR price of $91.50 per barrel
Use a combination of swaps, collars and three-way collars
Hedges Mitigate Commodity Price RiskHedges Mitigate Commodity Price Risk
Note: Hedge prices reflect a weighted average of swap prices, floor prices on collars and puts and long put prices on three way collars. Excludes NGL production. In 2013, Vanguard sold puts on 378,400 Bbls at a weighted average price of $60.47. In addition, Encore sold puts on 250 bbl/d for 2012-2013 at $65.00. Weighted average floor price includes a $3.00 / Bbl premium on a 1,000 Bbl/day in 2013-2014 only if the monthly oil price settles between $70.00 - $110.00.
52%58% 53%
7%
14% 3%
29% 30%
19%
10%
5% 9%28%
83%
$89.50 $92.45 $92.81 $100.00
0
500
1,000
1,500
2,000
2,500
3,000
3,500
2012 2013 2014 2015
MB
bls
Swaps Collars Three Way Collars Put Spreads Unhedged
29
Approximately 85% of expected natural gas proved production hedged thru the first half of 2017 at a weighted average floor price of $5.11 per MMBtu
Primarily use NYMEX and basis swaps
Hedges Mitigate Commodity Price RiskHedges Mitigate Commodity Price Risk
Note: Hedge prices reflect a weighted average of swap prices, floor prices on collars and puts and long put prices on three way collars. Excludes production associated with the exchanged Appalachia properties. Excludes NGL production.
86%
100%
86% 76% 75%
77%
2%
12%
14%24%
25%
23%
$5.34
$5.09
$5.07 $5.04
$5.04
$5.04
0
5,000
10,000
15,000
20,000
25,000
30,000
2012 2013 2014 2015 2016 1H 2017
MM
cfe
Swaps Puts Unhedged
-$150
-$100
-$50
$0
$50
$100
$150
FY '07 FY '08 FY'09 FY '10
($ in
Mill
ions
)
Net Income/(Loss) Non-Cash Items Adjusted EBITDA
-$150
-$100
-$50
$0
$50
$100
$150
FY '07 FY '08 FY'09 FY '10
($ in
Mill
ions
)
Net Income/(Loss) Non-Cash Items Adjusted EBITDA
Non-Cash Items Distort IncomeNon-Cash Items Distort Income
Due to large non-cash items such as impairments and unrealized hedge gains and losses due to fluctuations in commodity prices, Vanguard often experiences large swings in Net Income/(Loss) that distort it’s “ability” to pay distributions
Adjusted EBITDA eliminates these items to arrive at “true” cash flow
*Non-Cash Items include depletion, depreciation and amortization, impairment, (gain) / loss
on acquisitions, unrealized (gain) loss on commodity and interest rate derivatives and unit-based
compensation expense.
$30.4$48.8 $56.2
$80.4
-$150
-$100
-$50
$0
$50
$100
$150
FY '07 FY '08 FY'09 FY '10
($ in
Mill
ions
)
Net Income/(Loss) Non-Cash Items Adjusted EBITDA
30
374.2%
173.4%
90.8%
124.7%
52.5%
(11.9%)
-100%
0%
100%
200%
300%
400%
500%
J an-09 Oct-09 J ul-10 Apr-11 J an-12 Nov-12
Pric
e Pe
rfor
man
ce (
%)
VNR E&P MLP WTI AMZ S&P 500 Royalty Trusts
Price Performance Since 2009Price Performance Since 2009
Note: Market data as of 11/08/2012.(1) E&P MLP Index includes: BBEP, EVEP, LGCY, LINE, PSE, QRE, MCEP, MEMP, PSE, ARP, LRE.(2) US Royalty Trust Index includes: CRT, HGT, MTR, PBT, SBR and SJT.
(1) (2)
The results have been great. VNR has outperformed US Royalty Trusts, C-Corps and other E&P MLPs. The strategy works.
31
Vanguard has the highest distribution growth rate since its IPO in October 2007
However, Vanguard is still trading at a higher yield than many of its peers
Vanguard’s Value PropositionVanguard’s Value Proposition
41%
28%24%
18%15% 15%
4%
8.6%
4.8%9.0%
10.8%9.9% 7.3%
8.6%
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
VNR EVEP LGCY QRE BBEP LINE PSE
Note: Does not include recent IPOs of MCEP, LRE and MEMP. Market Data based on November 8, 2012 pricing.(1)2011 distribution coverage taken from company press releases and market research.
Typically, MLPs with a track record of
distribution growth are valued at a
premium….not currently?
Current Yields in Yellow
2011 Coverage:(1) 1.4x 1.1x 1.1x 1.2x 1.3x 1.2x 1.4x
32
33
Key Investment HighlightsKey Investment Highlights
High quality, long-lived reserve base with low production decline rates and low
capital reinvestment requirements
Geographically diverse asset base comprised predominantly of oil properties
Active hedging program which has locked in attractive margins through 2014 for
crude oil and 1H 2017 for natural gas
Significant inventory of low-risk development opportunities
Well-capitalized balance sheet with sufficient liquidity and financial flexibility
Experienced management team with a track record of successful operations,
acquisitions, and integrations