Eagle Rock Reports Fourth Quarter and Year End 2012 Financial Results

Mon Feb 25, 2013 5:11pm EST

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HOUSTON, Feb. 25, 2013 (GLOBE NEWSWIRE) -- Eagle Rock Energy Partners, L.P. ("Eagle Rock" or the
"Partnership") (Nasdaq:EROC) today announced its unaudited financial results for the full year
2012 and three months ended December 31, 2012. Financial highlights with respect to fourth quarter
2012 included the following:

* Reported Adjusted EBITDA of $66.2 million, an increase of approximately 12% as compared to the
$59.1 million reported for the third quarter of 2012.
* Reported Distributable Cash Flow of $29.5 million, an increase of approximately 9% as compared
to the $27.0 million reported for the third quarter of 2012.
* Announced a quarterly distribution with respect to the fourth quarter of 2012 of $0.22 per
common unit, equal to the third quarter 2012 distribution and a 5% increase from the distribution
paid for the fourth quarter of 2011.
* Reported a Net Loss of $55.2 million, driven almost entirely by impairments and unrealized
mark-to-market losses on commodity hedges, both of which are non-cash charges to earnings.

Other notable financial and operational activities of the Partnership during the fourth quarter of
2012 included the following:

* Closed on the acquisition of BP's Texas Panhandle midstream assets (the "Panhandle Acquisition")
on October 1, 2012, and, following the negotiated transition services period, assumed control of
operations, marketing and commercial activities on January 1, 2013.
* Completed the first phase of the emissions reduction project at the Big Escambia Creek (BEC)
processing facility in Southern Alabama on December 17, 2012, resulting in increased sulfur
recovery and reductions in SO2 emissions to levels well below the current permitted levels.
* Increased commitments from the lending group under its existing senior secured credit facility
from $675 million to $820 million.

For the full year 2012, Eagle Rock generated $245.8 million of Adjusted EBITDA, an increase of 18%
from the $208.2 million reported for the full year 2011, despite lower year-over-year natural gas
and natural gas liquids (NGL) prices. The increase in 2012 was primarily due to a full year
contribution from its Mid-Continent Upstream assets, which were acquired on May 3, 2011, and a
quarter of a year contribution from the Panhandle Acquisition.

"The fourth quarter marked the end of another very active year for Eagle Rock," said Joseph A.
Mills, Eagle Rock's Chairman and Chief Executive Officer. "During 2012, we significantly expanded
our Midstream position in the Texas Panhandle through our Panhandle Acquisition and execution of a
20-year fixed-fee gathering and processing agreement with BP. In addition, we announced a
substantial new area dedication by Anadarko Petroleum Corporation in Western Louisiana and
successfully developed a portion of our attractive upstream drilling inventory in the SCOOP area
of western Oklahoma."

Mills further commented, "As we look forward to 2013, we continue to be excited about growing our
gathering footprint around our newly-acquired assets in the Texas Panhandle as well as realizing
the full resource potential of our Mid-Continent Upstream portfolio."

Update Regarding the Panhandle Acquisition

Eagle Rock closed the Panhandle Acquisition on October 1, 2012, and assumed control of operations,
marketing and commercial activities as scheduled on January 1, 2013. In conjunction with assuming
control, the Partnership hired 78 former BP employees, comprising essentially all of the personnel
who worked on the asset under BP, and integrated these personnel into Eagle Rock's existing
organizational structure, including in a number of key leadership roles. The integration of the
newly-acquired Panhandle assets with the Partnership's existing Panhandle assets, including
procuring right-of-way and making various interconnects, is on schedule.

Update Regarding Construction of the Wheeler Cryogenic Processing Plant

Construction of the Wheeler 60 MMcf/d cryogenic processing plant (the "Wheeler Plant"), located in
Wheeler County, and associated gathering and compression infrastructure, is expected to be
completed in the second quarter of 2013 at a cost of approximately $63 million, of which $40.2
million had been spent through December 31, 2012. Upon completion of the Wheeler Plant, the
Partnership will have over 540 MMcf/d of high-efficiency processing capacity in the Texas
Panhandle to serve continued drilling activity in the Granite Wash and surrounding geological
plays.

Year-End Proved Reserves

Eagle Rock estimates its proved reserves at year-end 2012 totaled 58.3 MMBOE, down approximately
6% from year-end 2011. Reserves were lower primarily due to the sale of its non-core position in
the Barnett Shale in December 2012, and to negative revisions to its gas reserves as a result of
lower natural gas prices, which combined were greater than the increases to reserves related to
extensions and discoveries and positive well performance. Due to lower natural gas prices
throughout 2012, the Partnership reduced its proved reserves by approximately 7.0 MMBOE which
represents approximately 11% of its 2011 year-end total proved reserves. Total production for 2012
was 5.05 MMBOE, or 13.8 Mboe/d, an increase of 25% from total production in 2011. The Partnership
replaced 174% of its 2012 production through its drilling activity at a unit development cost of
$22.08 / Boe. Approximately 76% of the Partnership's total proved reserves as of December 31, 2012
were classified as proved developed.

Update on Upstream Drilling Activity

During 2012, the Partnership participated in the drilling and completion of 33 total wells, of
which 11 were proved undeveloped locations and 12 were operated by the Partnership. Drilling
activity was concentrated in the Mid-Continent region, primarily in the Cana and Cana Southeast
Shale plays and Golden Trend Field of western Oklahoma. In addition, during 2012, the Partnership
participated in recompletion and workover projects on 32 wells, of which 31 were operated by the
Partnership.

Fourth Quarter 2012 Financial and Operating Results

The Midstream Business's financial results are reported in the following segments: (i) Texas
Panhandle, (ii) East Texas and Other Midstream, which consolidates Eagle Rock's former East
Texas/Louisiana, South Texas and Gulf of Mexico segments, and (iii) Marketing and Trading, which
is a new reporting segment. The Partnership's Upstream segment and functional (Corporate) segments
remained unchanged from what had been previously reported.

The following discussion of Eagle Rock's operating income by business segment compares the
Partnership's financial results in the fourth quarter of 2012 to those of the third quarter of
2012. The Partnership believes comparing these periods is more illustrative of current operating
trends than comparing the current quarter to results achieved in the fourth quarter of 2011.
Please refer to the financial tables at the end of this release for further detailed information.

Midstream Business - Operating income from continuing operations, excluding the impact of
impairments, for the Midstream Business in the fourth quarter of 2012 increased by approximately
$6.5 million, or 138%, compared to the third quarter of 2012, despite lower average realized
prices for NGLs and condensate. This increase was attributable to the additional volumes and
associated cash flows from the Panhandle Acquisition, which closed on October 1, 2012 and
contributed approximately $6.8 million of EBITDA to the Partnership in the fourth quarter of 2012,
and to improved run-times and recoveries at certain of the Partnership's processing plants.

In the Texas Panhandle, gathered volumes were up 103%, with combined equity NGL and condensate
volumes up approximately 83%, compared to the third quarter of 2012. Gathering, NGL and condensate
volumes were higher as compared to the third quarter 2012 due primarily to the additional volumes
from the Panhandle Acquisition.

In the Partnership's East Texas and Other Midstream segment, gathered volumes were down 12.3%,
with equity NGL and condensate volumes up approximately 1%, compared to the third quarter of 2012.
The decrease in gathered volumes was due to natural declines in the production of existing wells
and loss of production in the Gulf of Mexico due to Hurricane Isaac. Partially offsetting the
declines, gathered volumes in the Partnership's systems which service the liquids-rich Austin
Chalk play in East Texas increased approximately 2% as compared to the third quarter of 2012,
which also led to the slight increase in combined NGL and condensate equity volumes relative to
the third quarter of 2012.

As previously disclosed, the Yscloskey Plant in Louisiana, in which Eagle Rock has a non-operated
ownership interest, suffered significant damage from Hurricane Isaac in August 2012. The Yscloskey
Plant has been shut down since that time and is expected to remain shut down for an indefinite
period of time. Gathering volumes associated with the Yscloskey Plant for the first six months of
2012 averaged approximately 52 MMcf/d. The Yscloskey Plant contributed approximately $0.5 million
of EBITDA to the Partnership for the first six months of 2012.

The Marketing and Trading segment includes the financial results of the Partnership's crude oil
and condensate marketing, and natural gas marketing and trading subsidiaries.  Eagle Rock's crude
oil and condensate marketing subsidiary was created in 2010 to develop and implement marketing
uplift strategies surrounding crude and condensate in Alabama and in the Texas Panhandle.  Eagle
Rock's natural gas marketing and trading subsidiary was created in 2011 to capitalize on physical
and financial natural gas marketing and trading opportunities that extend from the Partnership's
upstream and midstream assets.  Operating income for the Marketing and Trading segment in the
fourth quarter of 2012, including intercompany sales and intersegment cost of sales, increased by
approximately $0.5 million compared to the third quarter of 2012. 

Upstream Business - Operating income for Eagle Rock's Upstream Business in the fourth quarter of
2012, excluding the impact of impairments, decreased by approximately $2.0 million, or 13%,
compared to the third quarter of 2012. The decrease was primarily due to lower production during
the quarter associated with the Partnership's scheduled turnaround at its BEC facility; lower
crude oil, NGLs and sulfur prices; and the sale of its non-core Barnett assets (for $15 million)
on December 20, 2012. Production volumes in the Upstream Business averaged 77.9 MMcfe/d during the
quarter, a decrease of approximately 10% from the third quarter of 2012. The Partnership estimates
the scheduled turnaround negatively impacted its EBITDA during the quarter by approximately $6.0
million and its average production for the quarter by 4.2 MMcfe/d.

The Partnership, through its subsidiaries, has successfully completed the first phase of the
emissions reduction project at its BEC processing facility in Southern Alabama. The project was
initiated in December of 2011 to comply with the required step-down in SO2 emissions under the
existing environmental permit. The project involved adding a Superclaus reactor to the existing
sulfur recovery unit to achieve the desired reduction in SO2 emissions. The new unit began
operations on December 17, 2012, and has resulted in increased sulfur recovery and reductions in
SO2 emissions to levels well below the current permitted levels. The next phase of the project
involves potential upgrades to the existing sulfur recovery unit to further improve sulfur
recoveries and further reduce SO2 emissions. In the first of these planned upgrades, Eagle Rock
expects to replace the incinerator portion of the sulfur recovery unit in 2014 at a cost of $15
million. The final upgrades will be completed in 2016. Eagle Rock expects to recognize operational
cost savings and improve the overall reliability of the BEC facility in addition to recovering
more of the marketable elemental sulfur from the well stream as a result of the emissions project.

Corporate Segment - Operating loss for the Corporate segment, excluding the impact of unrealized
derivative gains and losses, was $2.3 million for the fourth quarter of 2012 as compared to a $4.3
million loss for the third quarter of 2012. The lower loss was attributable to a decrease in
intercompany eliminations due to lower inventory balances at the end of the fourth quarter,
partially offset by a $2.9 million reduction in realized commodity derivative gains and an
approximate $800,000 increase in General and Administrative expenses for the fourth quarter.

Total revenue for the fourth quarter of 2012, including the impact of Eagle Rock's realized and
unrealized commodity derivative gains and losses, was $312.4 million, up 91% compared with the
$163.4 million reported for the third quarter of 2012. The increase in revenue was primarily due
to the Panhandle Acquisition, which closed on October 1, 2012, and to lower unrealized losses on
commodity derivatives compared to the third quarter of 2012. Eagle Rock recorded an unrealized
loss on commodity derivatives of $6.9 million in the fourth quarter 2012, as compared to an
unrealized loss on commodity derivatives of $51.3 million in the third quarter 2012. Unrealized
gain (loss) on commodity derivatives is a non-cash, mark-to-market amount.

Revenues associated with the sale of crude oil, natural gas, NGLs, condensate and sulfur were up
54% relative to the third quarter of 2012, driven primarily by increased volumes from the
Panhandle Acquisition and higher average realized natural gas prices. Adjusted EBITDA was $66.2
million, up 12% from the third quarter of 2012, and Distributable Cash Flow was $29.5 million for
the fourth quarter of 2012, up 9% as compared to the third quarter of 2012. The increase in
Distributable Cash Flow was primarily attributable to higher Adjusted EBITDA, partially offset by
higher interest expense following the senior notes issuance in July 2012 and by higher maintenance
capital spending. The Partnership recorded $18.6 million of maintenance capital in the fourth
quarter of 2012, an increase of $2.6 million as compared to the third quarter of 2012. Of the
fourth quarter 2012 maintenance capital, $6.2 million was related to the scheduled Alabama
facility upgrades discussed above.

The Partnership recorded a net loss of approximately $55.2 million for the fourth quarter of 2012,
versus a net loss of $106.9 million for the third quarter of 2012. The net loss was driven
primarily by impairment charges of $54.2 million taken during the quarter. Net income for the
quarter excluding the impact of impairments and unrealized gains and losses was approximately $4.8
million. The Partnership incurred impairment charges in its Upstream Business related to its
proved properties in East Texas and the Permian Basin due to reduced cash flow resulting from
lower natural gas prices and relatively high operating costs associated with gas compression. In
addition, the Partnership recorded a loss on the sale of its non-core Barnett Shale properties,
which closed on December 20, 2012. The Partnership also incurred impairment charges in its
Midstream Business related to its Central Gathering System in East Texas, and to reduced drilling
activity in the Gulf of Mexico impacting the Partnership's North Terrebonne processing plant, in
which Eagle Rock has a non-operated ownership interest.

Fourth Quarter Distribution

On January 28, 2013, the Partnership declared a cash distribution on common units (including
restricted common units) of $0.22 per unit for the quarter ended December 31, 2012, equivalent to
$0.88 per unit on an annualized basis. This distribution is equal to the distribution paid for the
third quarter 2012 and represents a 5% increase from the distribution paid for the fourth quarter
of 2011. As declared, the distribution was paid on Thursday, February 14, 2013, on units and to
unitholders of record as of the close of business on Thursday, February 7, 2013.

Full Year 2012 Financial and Operating Results

Total revenue for 2012, including the impact of Eagle Rock's realized and unrealized derivative
gains and losses, was $984.0 million, down 7% compared with $1.1 billion reported for 2011. The
largest contributor to the decrease in total revenue was the lower average realized NGL and
natural gas prices. Revenues associated with the sale of crude oil, natural gas, NGLs, condensate
and sulfur were down 12% relative to those in 2011. Total revenue in 2012 included a realized gain
on commodity derivatives of $51.3 million, as compared to a realized loss of $20.4 million in
2011. The Partnership recorded an unrealized gain on commodity derivatives of $6.6 million in
2012, as compared to an unrealized gain on commodity derivatives of $52.9 million in 2011.

Adjusted EBITDA was $245.8 million and Distributable Cash Flow was $129.0 million in 2012 as
compared to $208.2 million and $119.3 million, respectively, in 2011. The Partnership recorded a
net loss of approximately $150.6 million for the full year of 2012, versus net income of $73.1
million for the full year of 2011. The net loss in 2012 was driven primarily by impairment charges
of $177.0 million taken during the year. Net income for the year excluding the impact of
impairments and unrealized gains or losses was approximately $14.3 million.

With regard to the Partnership's Midstream Business operations, gas gathering volumes were down
1%, and combined NGL and condensate volumes were up 5% for the year, as compared to those in 2011.
The impact of the increased NGL and condensate volumes were offset by lower average realized
prices for NGLs, which were down 29%, as compared to NGL prices in 2011.

With regard to the Partnership's Upstream Business operations, total production was up 25% as
compared to production in 2011, primarily due to a full year of production from the Partnership's
Mid-Continent assets, which were acquired on May 3, 2011.

Capitalization and Liquidity Update

Total debt outstanding as of December 31, 2012 was $1.15 billion, consisting of $544.6 million of
senior unsecured notes (net of an unamortized debt discount of $5.4 million) and borrowings of
$608.5 million under the Partnership's senior secured credit facility. Total debt increased during
the fourth quarter of 2012, primarily due to borrowings to fund the Panhandle Acquisition, the
construction of the Wheeler Plant and the Partnership's Upstream drilling program.

On December 28, 2012, the Partnership received increased commitments from its lending group under
its senior secured credit facility. Total commitments increased from $675 million to $820 million,
supported by the Partnership's existing lenders and by the addition of Whitney Bank to the lending
group. Concurrent with the increase in commitments, the Partnership and lending group amended the
senior secured credit agreement to: (i) allow for a temporary step-up in the Total Leverage Ratio
from 4.50x to 4.75x through the third quarter of 2013; (ii) institute a new Senior Secured
Leverage Ratio of 2.85x through the third quarter of 2013; and (iii) increase the amount of
permitted "other Investments."  Total Leverage Ratio, Senior Secured Leverage Ratio, and other
Investments are each defined in the senior secured credit agreement.

The Partnership is in compliance with its financial covenants and has no maturities under its
senior secured credit facility until June 2016. Availability under the Partnership's senior
secured credit facility is subject to a borrowing base comprised of two components: the upstream
component and the midstream component. As of December 31, 2012, the Partnership had approximately
$192.5 million of availability under its senior secured credit facility, based on its outstanding
commitments, after taking into account $608.5 million of outstanding borrowings and approximately
$19.1 million of outstanding letters of credit.

The current capital budget for 2013 is approximately $208 million, which includes $88 million
allocated to the Midstream Business and $118 million allocated to the Upstream Business (with the
remainder allocated to general corporate purposes). Approximately $70 million of the total capital
budgeted is expected to be classified as maintenance capital.

As of December 31, 2012, the Partnership had 147.3 million common units outstanding, including
unvested restricted common units issued under its Long-Term Incentive Plan.

Hedging Update

The Partnership entered into the following commodity hedges since its last hedging update on
October 31, 2012:

 Transaction Date  Product / (Type)  Quantity     Price ($/Bbl)  Term              
 1/10/13           WTI Crude         40,000       $90.15         Cal. 2015         
                   (Swap)            Bbls/month                                    
 2/22/13           HH Natural        200,000      $4.1575        Cal. 2014 - 2016  
                   Gas (Swap)        MMBtu/month                                   


Details of the recent hedging transactions are included in the updated Commodity Hedging Overview
presentation Eagle Rock posted today, to its website. The latest presentation can be accessed by
going to www.eaglerockenergy.com
http://www.globenewswire.com/newsroom/ctr?d=10022709&l=43&a=www.eaglerockenergy.com&u=http%3A%2F%2Fwww.eaglerockenergy.com
: select Investor Relations, then select Presentations.

Fourth Quarter and Full-Year 2012 Conference Call

Information

Eagle Rock will hold a conference call to discuss its fourth quarter and full year 2012 financial
and operating results on Tuesday, February 26, 2013 at 2:00 p.m. Eastern Time (1:00 p.m. Central
Time).

Interested parties may listen to the earnings conference call live over the Internet or via
telephone. To listen live over the Internet, participants are advised to log on to the
Partnership's website at www.eaglerockenergy.com
http://www.globenewswire.com/newsroom/ctr?d=10022709&l=46&a=www.eaglerockenergy.com&u=http%3A%2F%2Fwww.eaglerockenergy.com
 and select the "Events & Presentations" sub-tab under the "Investor Relations" tab. To
participate by telephone, the call in number is 877-293-5457, conference ID 93704871. Participants
are advised to dial into the call at least 15 minutes prior to the call. An audio replay of the
conference call will also be available for thirty days by dialing 855-859-2056, conference ID
93704871. In addition, a replay of the audio webcast will be available by accessing the
Partnership's website after the call is concluded.

About the Partnership

The Partnership is a growth-oriented master limited partnership engaged in two businesses: a)
midstream, which includes (i) gathering, compressing, treating, processing and transporting
natural gas; (ii) fractionating and transporting natural gas liquids (NGLs); (iii) crude oil and
condensate logistics and marketing; and (iv) natural gas marketing and trading; and b) upstream,
which includes exploiting, developing, and producing hydrocarbons in oil and natural gas
properties.

 Contacts:                                           
                                                     
 Eagle Rock Energy Partners, L.P.                    
                                                     
 Jeff Wood, 281-408-1203                             
 Senior Vice President and Chief Financial Officer   
                                                     
 Adam Altsuler, 281-408-1350                         
 Director, Corporate Finance and Investor Relations  


Director, Corporate Finance and Investor Relations

Use of Non-GAAP Financial Measures

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

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

Eagle Rock uses Adjusted EBITDA as a measure of its core profitability to assess the financial
performance of its assets. Adjusted EBITDA also is used as a supplemental financial measure by
external users of Eagle Rock's financial statements such as investors, commercial banks and
research analysts. For example, the Partnership's lenders under its revolving credit facility use
a variant of its Adjusted EBITDA in a compliance covenant designed to measure the viability of
Eagle Rock and its ability to perform under the terms of the revolving credit facility; Eagle
Rock, therefore, uses Adjusted EBITDA to measure its compliance with its revolving credit
facility. Eagle Rock believes that investors benefit from having access to the same financial
measures that its management uses in evaluating performance. Adjusted EBITDA is useful in
determining Eagle Rock's ability to sustain or increase distributions. By excluding unrealized
derivative gains (losses), a non-cash, mark-to-market benefit (charge) which represents the change
in fair market value of the Partnership's executed derivative instruments and is independent of
its assets' performance or cash flow generating ability, Eagle Rock believes Adjusted EBITDA
reflects more accurately the Partnership's ability to generate cash sufficient to pay interest
costs, support its level of indebtedness, make cash distributions to its unitholders and finance
its maintenance capital expenditures. Eagle Rock further believes that Adjusted EBITDA also
portrays more accurately the underlying performance of its operating assets by isolating the
performance of its operating assets from the impact of an unrealized, non-cash measure designed to
portray the fluctuating inherent value of a financial asset. Similarly, by excluding the impact of
non-recurring discontinued operations, Adjusted EBITDA provides users of the Partnership's
financial statements a more accurate picture of its current assets' cash generation ability,
independently from that of assets which are no longer a part of its operations.

Eagle Rock's Adjusted EBITDA definition may not be comparable to Adjusted EBITDA or similarly
titled measures of other entities, as other entities may not calculate Adjusted EBITDA in the same
manner as Eagle Rock. For example, the Partnership includes in Adjusted EBITDA the actual
settlement revenue created from its commodity hedges by virtue of transactions undertaken by it to
reset commodity hedges to prices higher than those reflected in the forward curve at the time of
the transaction or to purchase puts or other similar floors despite the fact that the Partnership
excludes from Adjusted EBITDA any charge for amortization of the cost of such commodity hedge
reset transactions or puts. Eagle Rock has reconciled Adjusted EBITDA to the GAAP financial
measure of net income (loss) at the end of this release.

Distributable Cash Flow is defined as Adjusted EBITDA minus: (i) maintenance capital expenditures;
(ii) cash interest expense; (iii) cash income taxes; and (iv) the addition of losses or
subtraction of gains relating to other miscellaneous non-cash amounts affecting net income (loss)
for the period. Maintenance capital expenditures represent capital expenditures made to replace
partially or fully depreciated assets; to meet regulatory requirements; to maintain the existing
operating capacity of the Partnership's gathering, processing and treating assets or to maintain
the Partnership's natural gas, NGL, crude or sulfur production.

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

The GAAP measure most directly comparable to Distributable Cash Flow is net income (loss). Eagle
Rock's Distributable Cash Flow definition may not be comparable to Distributable Cash Flow or
similarly titled measures of other entities, as other entities may not calculate Distributable
Cash Flow (and Adjusted EBITDA, on which it builds) in the same manner as Eagle Rock. See the
example given above for Adjusted EBITDA related to amortization of costs of commodity hedges,
including costs of hedge reset transactions. Eagle Rock has reconciled Distributable Cash Flow to
the GAAP financial measure of net income/(loss) at the end of this release.

This news release may include "forward-looking statements." All statements, other than statements
of historical facts, included in this press release that address activities, events or
developments that the Partnership expects, believes or anticipates will or may occur in the future
are forward-looking statements and speak only as of the date on which such statement is made.
These statements are based on certain assumptions made by the Partnership based on its experience
and perception of historical trends, current conditions, expected future developments and other
factors it believes are appropriate under the circumstances. Such statements are subject to a
number of assumptions, risks and uncertainties, many of which are beyond the control of the
Partnership. These include, but are not limited to, risks related to volatility of commodity
prices; market demand for crude oil, natural gas and natural gas liquids; the effectiveness of the
Partnership's hedging activities; the Partnership's ability to retain key customers; the
Partnership's ability to continue to obtain new sources of crude oil and natural gas supply; the
availability of local, intrastate and interstate transportation systems and other facilities to
transport crude oil, natural gas and natural gas liquids; competition in the oil and gas industry;
the Partnership's ability to obtain credit and access the capital markets; general economic
conditions; and the effects of government regulations and policies. Should one or more of these
risks or uncertainties occur, or should underlying assumptions prove incorrect, the Partnership's
actual results and plans could differ materially from those implied or expressed by any
forward-looking statements. The Partnership assumes no obligation to update any forward-looking
statement as of any future date. For a detailed list of the Partnership's risk factors, please
consult the Partnership's Form 10-K, filed with the Securities and Exchange Commission ("SEC") for
the year ended December 31, 2011 and the Partnership's Forms 10-Q filed with the SEC for
subsequent quarters, as well as any other public filings, including, when filed, the Partnership's
Form 10-K for the year ended December 31, 2012, and press releases.

                                                                                                                                          
 Eagle Rock Energy Partners, L.P.                                                                                                         
 Consolidated Statement of Operations                                                                                                     
 ($ in thousands)                                                                                                                         
 (unaudited)                                                                                                                              
                                                                                                                                     
                                                                     Three Months Ended       Twelve Months Ended       Three          
                                                                                                                        Months         
                                                                                                                        Ended          
                                                                     December 31,             December 31,              September 30,  
                                                                     2012        2011        2012         2011        2012           
 REVENUE:                                                                                                                            
 Natural gas, natural gas liquids, oil, condensate and sulfur sales  $ 284,732   $ 245,461   $ 864,884    $ 977,952   $ 184,494      
 Gathering, compression, processing and treating fees                21,265      10,654      56,831       47,770      13,604         
 Unrealized commodity derivative (losses) gains                      (6,864)     (33,288)    6,562        52,876      (51,305)       
 Realized commodity derivative losses                                12,904      (2,408)     51,332       (20,366)    15,802         
 Other revenue                                                       374         270         4,350        1,676       794            
 Total revenue                                                       312,411     220,689     983,959      1,059,908   163,389        
                                                                                                                                     
 COSTS AND EXPENSES:                                                                                                                 
 Cost of natural gas and natural gas liquids                         193,921     146,898     532,719      633,184     110,430        
 Operations and maintenance                                          38,143      26,725      119,828      93,048      27,074         
 Taxes other than income                                             4,914       6,087       19,432       19,148      4,748          
 General and administrative                                          17,610      14,145      69,994       57,891      16,807         
 Other operating income                                              --          --          --           (2,893)     --             
 Impairment                                                          54,179      1,534       177,003      16,288      55,900         
 Depreciation, depletion and amortization                            43,002      41,297      161,045      131,611     40,395         
 Total costs and expenses                                            351,769     236,686     1,080,021    948,277     255,354        
 OPERATING (LOSS) INCOME                                             (39,358)    (15,997)    (96,062)     111,631     (91,965)       
 OTHER INCOME (EXPENSE):                                                                                                             
 Interest expense, net                                               (16,391)    (10,043)    (51,478)     (29,622)    (14,199)       
 Realized interest rate derivative losses                            (1,649)     (3,622)     (10,227)     (16,996)    (1,733)        
 Unrealized interest rate derivative (losses) gains                  1,082       3,404       5,500        5,595       615            
 Other (expense) income                                              6           (17)        (38)         (184)       1              
 Total other income (expense)                                        (16,952)    (10,278)    (56,243)     (41,207)    (15,316)       
 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES        (56,310)    (26,275)    (152,305)    70,424      (107,281)      
 INCOME TAX BENEFIT                                                  (1,147)     (622)       (1,703)      (2,432)     (386)          
 (LOSS) INCOME FROM CONTINUING OPERATIONS                            (55,163)    (25,653)    (150,602)    72,856      (106,895)      
 DISCONTINUED OPERATIONS, NET OF TAX                                 --          66          --           276         --             
 NET (LOSS) INCOME                                                   $ (55,163)  $ (25,587)  $ (150,602)  $ 73,132    $ (106,895)    


                                                                        
                                                                        
 Eagle Rock Energy Partners, L.P.                                       
 Consolidated Balance Sheets                                            
 ($ in thousands)                                                       
 (unaudited)                                                            
                                                                      
                                        December 31,   December 31,   
                                        2012           2011           
 ASSETS                                                               
 CURRENT ASSETS:                                                      
 Cash and cash equivalents              $ 25           $ 877          
 Accounts receivable                    138,732        97,832         
 Risk management assets                 33,340         13,080         
 Prepayments and other current assets   9,867          13,739         
 Total current assets                   181,964        125,528        
 PROPERTY, PLANT AND EQUIPMENT - Net    1,968,206      1,763,674      
 INTANGIBLE ASSETS - Net                111,515        109,702        
 DEFERRED TAX ASSET                     1,656          1,432          
 RISK MANAGEMENT ASSETS                 7,953          24,290         
 OTHER ASSETS                           22,922         21,062         
 TOTAL ASSETS                           $ 2,294,216    $ 2,045,688    
                                                                      
 LIABILITIES AND MEMBERS' EQUITY                                      
 CURRENT LIABILITIES:                                                 
 Accounts payable                       $ 160,473      $ 145,985      
 Accrued liabilities                    19,764         12,734         
 Taxes payable                          46             487            
 Risk management liabilities            1,231          11,649         
 Total current liabilities              181,514        170,855        
 LONG-TERM DEBT                         1,153,103      779,453        
 ASSET RETIREMENT OBLIGATIONS           44,814         33,303         
 DEFERRED TAX LIABILITY                 43,000         45,216         
 RISK MANAGEMENT LIABILITIES            1,700          6,893          
 OTHER LONG TERM LIABILITIES            1,711          2,621          
                                                                      
 MEMBERS' EQUITY                        868,374        1,007,347      
 TOTAL LIABILITIES AND MEMBERS' EQUITY  $ 2,294,216    $ 2,045,688    


                                                                                                                                          
                                                                                                                                          
 Eagle Rock Energy Partners, L.P.                                                                                                         
 Segment Summary                                                                                                                          
 Operating Income                                                                                                                         
 ($ in thousands)                                                                                                                         
 (unaudited)                                                                                                                              
                                                                                                                                     
                                                                      Three Months Ended       Year Ended               Three          
                                                                                                                        Months         
                                                                                                                        Ended          
                                                                      December 31,             December 31,             September 30,  
                                                                      2012        2011        2012        2011        2012           
 Midstream                                                                                                                           
 Revenues:                                                                                                                           
 Natural gas, natural gas liquids, oil and condensate sales           $ 248,153   $ 198,582   $ 716,508   $ 823,521   $ 147,099      
 Intercompany sales - natural gas                                     (2,325)     (4,084)     (10,134)    (5,487)     (2,846)        
 Gathering and treating services                                      21,265      10,654      56,831      47,770      13,604         
 Other revenue                                                        --          --          2,864       --          --             
 Total revenue                                                        267,093     205,152     766,069     865,804     157,857        
 Cost of natural gas, natural gas liquids, oil and condensate (1)     194,004     146,898     532,802     633,184     110,430        
 Intersegment elimination - Cost of natural gas, oil and condensate   11,705      11,565      44,317      41,382      8,598          
 Operating costs and expenses:                                                                                                       
 Operations and maintenance                                           29,470      16,458      82,648      64,539      17,647         
 Impairment                                                           29,735      --          131,714     4,560       35,840         
 Depreciation, depletion and amortization                             20,760      16,413      70,495      64,663      16,488         
 Total operating costs and expenses                                   79,965      32,871      284,857     133,762     69,975         
 Operating income from continuing operations                          (18,581)    13,818      (95,907)    57,476      (31,146)       
 Discontinued Operations (2)                                          --          66          --          (128)       --             
 Operating income (loss)                                              $ (18,581)  $ 13,884    $ (95,907)  $ 57,348    $ (31,146)     
                                                                                                                                     
 Upstream                                                                                                                            
 Revenue                                                                                                                             
 Oil and condensate sales                                             $ 14,332    $ 17,775    $ 58,420    $ 51,574    $ 14,376       
 Intersegment sales - condensate                                      8,778       12,741      43,004      42,716      11,431         
 Natural gas sales                                                    9,631       9,854       32,105      42,551      8,324          
 Intersegment sales - natural gas                                     2,530       4,084       10,339      5,487       2,846          
 Natural gas liquids sales                                            9,771       14,278      43,831      42,553      10,979         
 Sulfur sales                                                         2,845       4,972       14,020      17,753      3,716          
 Other                                                                374         270         1,486       1,676       794            
 Total revenue                                                        48,261      63,974      203,205     204,310     52,466         
 Operating costs and expenses:                                                                                                       
 Operations and maintenance (2) (3)                                   13,709      16,354      56,734      47,723      14,175         
 Impairment                                                           24,444      1,534       45,289      11,728      20,060         
 Depreciation, depletion and amortization                             21,707      24,485      88,777      65,531      23,484         
 Total operating costs and expenses                                   59,860      42,373      190,800     124,982     57,719         
 Operating income                                                     $ (11,599)  $ 21,601    $ 12,405    $ 79,328    $ (5,253)      
                                                                                                                                     
 Corporate and Other                                                                                                                 
 Revenues:                                                                                                                           
 Unrealized commodity derivative (losses) gains                       $ (6,864)   $ (33,288)  $ 6,562     $ 52,876    $ (51,305)     
 Realized commodity derivative losses                                 12,904      (2,408)     51,332      (20,366)    15,802         
 Intersegment elimination - Sales of natural gas, oil and condensate  (8,983)     (12,741)    (43,209)    (42,716)    (11,431)       
 Total revenue                                                        (2,943)     (48,437)    14,685      (10,206)    (46,934)       
 Costs and expenses:                                                                                                                 
 Intersegment elimination - Cost of natural gas, oil and condensate   (11,788)    (11,565)    (44,400)    (41,382)    (8,598)        
 General and administrative                                           17,610      14,145      69,994      57,891      16,807         
 Intersegment elimination - Operations and maintenance                (122)       --          (122)       (66)        --             
 Other operating Income                                               --          --          --          (2,893)     --             
 Depreciation, depletion and amortization                             535         399         1,773       1,417       423            
 Operating (loss) income                                              $ (9,178)   $ (51,416)  $ (12,560)  $ (25,173)  $ (55,566)     
                                                                                                                                     
 (1) Includes natural gas sales of $83 from the Upstream Segment to the Panhandle Segment for the year ended December 31, 2012.           
 (2) Includes natural gas sales of $66 from the East Texas and Other Midstream Texas Segment to the Upstream Segment for the year ended December 31, 2011. 
 (3) Includes natural gas sales of $122 from the Marketing and Trading Segment to the Upstream Segment for the year ended December 31, 2012. 


                                                                                                                                       
                                                                                                                                       
 Eagle Rock Energy Partners, L.P.                                                                                                      
 Midstream Segment                                                                                                                     
 Operating Income                                                                                                                      
 ($ in thousands)                                                                                                                      
 (unaudited)                                                                                                                           
                                                                                                                                  
                                                                   Three Months Ended       Year Ended               Three          
                                                                                                                     Months         
                                                                                                                     Ended          
                                                                   December 31,             December 31,             September 30,  
                                                                   2012        2011        2012         2011       2012           
 Texas Panhandle                                                                                                                  
 Revenues:                                                                                                                        
 Natural gas, natural gas liquids, oil and condensate sales        $ 145,065   $ 74,104    $ 334,295    $ 378,917  $ 60,213       
 Intersegment sales - natural gas                                  33,245      33,990      105,759      60,237     28,025         
 Gathering, compression, processing and treating services          12,233      4,169       25,743       17,074     4,708          
 Other revenue                                                     --          --          2,864        --         --             
 Total revenue                                                     190,543     112,263     468,661      456,228    92,946         
 Cost of natural gas, natural gas liquids, oil and condensate (1)  143,172     80,263      332,875      327,775    67,098         
 Operating costs and expenses:                                                                                                    
 Operations and maintenance                                        23,542      10,315      60,884       41,749     12,705         
 Impairment                                                        --          --          --           4,560      --             
 Depreciation, depletion and amortization                          14,897      9,652       44,451       37,034     10,164         
 Total operating costs and expenses                                38,439      19,967      105,335      83,343     22,869         
 Operating income                                                  $ 8,932     $ 12,033    $ 30,451     $ 45,110   $ 2,979        
                                                                                                                                  
 East Texas and Other Midstream                                                                                                   
 Revenues:                                                                                                                        
 Natural gas, natural gas liquids, oil and condensate sales        $ 27,114    $ 49,888    $ 125,512    $ 243,673  $ 26,130       
 Intercompany Sales                                                12,628      12,324      39,099       16,654     10,020         
 Gathering, compression, processing and treating services          8,961       6,477       31,017       30,688     8,896          
 Total revenue                                                     48,703      68,689      195,628      291,015    45,046         
 Cost of natural gas and natural gas liquids                       36,290      55,440      147,493      231,642    33,145         
 Operating costs and expenses:                                                                                                    
 Operations and maintenance                                        5,929       6,145       21,762       22,790     4,940          
 Impairment                                                        29,735      --          131,714      --         35,840         
 Depreciation, depletion and amortization                          5,737       6,761       25,771       27,629     6,232          
 Total operating costs and expenses                                41,401      12,906      179,247      50,419     47,012         
 Operating income (loss) from continuing operations                (28,988)    343         (131,112)    8,954      (35,111)       
 Discontinued Operations (2)                                       --          66          --           (128)      --             
 Operating income (loss)                                           $ (28,988)  $ 409       $ (131,112)  $ 8,826    $ (35,111)     
                                                                                                                                  
 Marketing and Trading                                                                                                            
 Revenues:                                                                                                                        
 Natural gas, natural gas liquids, oil and condensate sales        $ 75,974    $ 74,590    $ 256,701    $ 200,931  $ 60,756       
 Intercompany Sales                                                (48,198)    (50,398)    (154,992)    (82,378)   (40,891)       
 Gathering, compression, processing and treating services          71          8           71           8          --             
 Total revenue                                                     27,847      24,200      101,780      118,561    19,865         
 Cost of natural gas and natural gas liquids                       14,542      11,195      52,434       73,767     10,187         
 Intersegment Cost of Sales                                        11,705      11,565      44,317       41,382     8,598          
 Operating costs and expenses:                                                                                                    
 Operations and maintenance                                        (1)         (2)         2            --         2              
 Depreciation, depletion and amortization                          126         --          273          --         92             
 Total operating costs and expenses                                125         (2)         275          --         94             
 Operating income                                                  $ 1,475     $ 1,442     $ 4,754      $ 3,412    $ 986          
                                                                                                                                  
 (1) Includes natural gas sales of $83 from the Upstream Segment to the Panhandle Segment for the year ended December 31, 2012.        
 (2) Includes natural gas sales of $66 from the East Texas and Other Midstream Texas Segment to the Upstream Segment for the year ended December 31, 2011. 


                                                                                                                   
                                                                                                                   
 Eagle Rock Energy Partners, L.P.                                                                                  
 Midstream Operations Information                                                                                  
 (unaudited)                                                                                                       
                                                                                                              
                                                 Three Months Ended       Year Ended             Three          
                                                                                                 Months         
                                                                                                 Ended          
                                                 December 31,             December 31,           September 30,  
                                                 2012        2011        2012       2011       2012           
 Gas gathering volumes - (Average Mcf/d)                                                                      
 Texas Panhandle                                 372,124     158,419     212,617    155,122    183,415        
 East Texas and Other Midstream                  217,496     286,920     255,752    319,892    248,094        
 Total                                           589,620     445,339     468,369    475,014    431,509        
                                                                                                              
 NGLs - (Net equity Bbls)                                                                                     
 Texas Panhandle                                 415,103     271,252     1,270,601  880,348    228,696        
 East Texas and Other Midstream                  80,315      105,793     338,636    451,048    81,997         
 Total                                           495,418     377,045     1,609,237  1,331,396  310,693        
                                                                                                              
 Condensate - (Net equity Bbls)                                                                               
 Texas Panhandle                                 302,168     238,172     801,828    962,982    164,246        
 East Texas and Other Midstream                  9,613       10,816      38,350     46,242     7,010          
 Total                                           311,781     248,988     840,178    1,009,224  171,256        
                                                                                                              
 Natural gas short position - (Average MMbtu/d)                                                               
 Texas Panhandle                                 16,114      (5,932)     547        (5,622)    (990)          
 East Texas and Other Midstream                  1,676       1,765       1,530      1,913      392            
 Total                                           17,790      (4,167)     2,077      (3,709)    (598)          
                                                                                                              
 Average realized NGL price - per Bbl                                                                         
 Texas Panhandle                                 $ 31.39     $ 46.25     $ 36.00    $ 52.67    $ 36.23        
 East Texas and Other Midstream                  $ 32.04     $ 46.03     $ 37.83    $ 49.72    $ 32.24        
 Weighted Average                                $ 31.51     $ 46.16     $ 36.56    $ 51.42    $ 34.89        
                                                                                                              
 Average realized condensate price - per Bbl                                                                  
 Texas Panhandle                                 $ 74.32     $ 75.04     $ 82.64    $ 80.41    $ 81.08        
 East Texas and Other Midstream                  $ 87.20     $ 98.08     $ 96.91    $ 95.08    $ 91.57        
 Total                                           $ 75.20     $ 76.52     $ 83.78    $ 81.56    $ 81.82        
                                                                                                              
 Average realized natural gas price - per MMbtu                                                               
 Texas Panhandle                                 $ 3.23      $ 3.24      $ 2.63     $ 3.74     $ 2.64         
 East Texas and Other Midstream                  $ 3.37      $ 3.42      $ 2.85     $ 4.15     $ 2.85         
 Total                                           $ 3.26      $ 3.31      $ 2.79     $ 3.91     $ 2.71         


                                                                                                                           
                                                                                                                           
 Eagle Rock Energy Partners, L.P.                                                                                          
 Upstream Operations Information                                                                                           
 (unaudited)                                                                                                               
                                                                                                                      
                                                       Three Months Ended       Year Ended               Three          
                                                                                                         Months         
                                                                                                         Ended          
                                                       December 31,             December 31,             September 30,  
                                                       2012        2011        2012        2011        2012           
 Upstream                                                                                                             
 Production:                                                                                                          
 Oil and condensate (Bbl)                              283,326     345,428     1,184,200   1,117,778   310,349        
 Gas (Mcf)                                             3,828,320   4,363,298   16,442,579  12,636,473  4,177,156      
 NGLs (Bbl)                                            272,476     272,136     1,120,522   805,359     301,644        
 Total Mcfe                                            7,163,132   8,068,682   30,270,911  24,175,295  7,849,114      
                                                                                                                      
 Sulfur (long ton)                                     22,892      26,862      102,002     98,372      28,414         
                                                                                                                      
 Realized prices, excluding derivatives:                                                                              
 Oil and condensate (per Bbl)                          $ 81.57     $ 88.34     $ 85.65     $ 84.36     $ 83.16        
 Gas (Mcf)                                             $ 3.18      $ 3.19      $ 2.58      $ 3.69      $ 2.67         
 NGLs (Bbl)                                            $ 35.86     $ 52.47     $ 39.12     $ 54.58     $ 36.40        
 Sulfur (long ton)                                     $ 124.30    $ 185.08    $ 137.46    $ 180.46    $ 130.77       
                                                                                                                      
 Operating statistics:                                                                                                
 Operating costs per Mcfe (incl production taxes) (1)  $ 1.72      $ 1.86      $ 1.69      $ 1.88      $ 1.60         
 Operating costs per Mcfe (excl production taxes) (1)  $ 1.22      $ 1.25      $ 1.19      $ 1.24      $ 1.11         
 Operating income per Mcfe                             $ 1.02      $ 3.39      $ 1.03      $ 3.52      $ (0.67)       
                                                                                                                      
 Drilling program (gross wells):                                                                                      
 Development wells                                     8           10          33          42          6              
 Completions                                           8           10          33          42          6              
 Workovers                                             2           1           21          14          10             
 Recompletions                                         4           1           11          9           4              
                                                                                                                      
                                                                                                                      
 (1) Excludes post-production costs of $1,410 and $5,478 for the three months and year ended December 31, 2012, respectively, $1,359 and $2,390 for the three months and year ended December 31, 2011, respectively, and $1,601 for the three months ended September 30, 2012. 


Non-GAAP Financial Measures

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

                                                                                                                                                                                            
                                                                                                                                                                                            
 Eagle Rock Energy Partners, L.P.                                                                                                                                                           
 GAAP to Non-GAAP Reconciliations                                                                                                                                                           
 ($ in thousands)                                                                                                                                                                           
 (unaudited)                                                                                                                                                                                
                                                                                                                                                                                       
                                                                                                                   Three Months Ended       Year Ended               Three Months Ended  
                                                                                                                   December 31,             December 31,             September 30,       
                                                                                                                   2012        2011        2012         2011       2012                
 Net (loss) income to Adjusted EBITDA                                                                                                                                                  
 Net (loss) income, as reported                                                                                    $ (55,163)  $ (25,587)  $ (150,602)  $ 73,132   $ (106,895)         
 Depreciation, depletion and amortization                                                                          43,002      41,297      161,045      131,611    40,395              
 Impairment                                                                                                        54,179      1,534       177,003      16,288     55,900              
 Risk management interest related instruments - unrealized                                                         (1,082)     (3,404)     (5,500)      (5,595)    (615)               
 Risk management commodity related instruments - unrealized, including amortization of commodity derivative costs  6,864       33,288      (6,562)      (52,876)   51,305              
 Other Operating Income                                                                                            --          --          --           (2,893)    --                  
 Non-cash mark-to-market of Upstream product imbalances                                                            (21)        197         317          74         229                 
 Unrealized gains from other derivative activity                                                                   (235)       (234)       192          (772)      157                 
 Restricted units non-cash amortization expense                                                                    1,790       1,704       9,882        5,145      3,080               
 Income tax (benefit) provision                                                                                    (1,147)     (622)       (1,703)      (2,432)    (386)               
 Interest - net including realized risk management instruments and other expense                                   18,040      13,665      61,705       46,618     15,932              
 Other income                                                                                                      (6)         17          38           184        (1)                 
 Discontinued operations                                                                                           --          (66)        --           (276)      --                  
 Adjusted EBITDA                                                                                                   $ 66,221    $ 61,789    $ 245,815    $ 208,208  $ 59,101            
                                                                                                                                                                                       
 Net (loss) income to Distributable Cash Flow                                                                                                                                          
 Net (loss) income, as reported                                                                                    $ (55,163)  $ (25,587)  $ (150,602)  $ 73,132   $ (106,895)         
 Depreciation, depletion and amortization expense                                                                  43,002      41,297      161,045      131,611    40,395              
 Impairment                                                                                                        54,179      1,534       177,003      16,288     55,900              
 Risk management interest related instruments-unrealized                                                           (1,082)     (3,404)     (5,500)      (5,595)    (615)               
 Risk management commodity related instruments - unrealized, including amortization of commodity derivative costs  6,629       33,054      (6,370)      (53,648)   51,462              
 Capital expenditures-maintenance related                                                                          (18,593)    (12,426)    (54,417)     (40,855)   (15,982)            
 Non-cash mark-to-market of Upstream product imbalances                                                            (21)        197         317          74         229                 
 Restricted units non-cash amortization expense                                                                    1,790       1,704       9,882        5,145      3,080               
 Other Operating Income                                                                                            --          --          --           (2,893)    --                  
 Income tax (benefit) provision                                                                                    (1,147)     (622)       (1,703)      (2,432)    (386)               
 Other income                                                                                                      (6)         --          38           --         --                  
 Cash income taxes                                                                                                 (75)        (489)       (737)        (1,291)    (185)               
 Discontinued operations                                                                                           --          (66)        --           (276)      --                  
 Distributable Cash Flow                                                                                           $ 29,513    $ 35,192    $ 128,956    $ 119,260  $ 27,003            


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