Legacy Reserves LP Announces Second Quarter 2007 Results


MIDLAND, Texas, Aug. 7, 2007 (PRIME NEWSWIRE) -- Legacy Reserves LP ("Legacy") (Nasdaq:LGCY), today announced preliminary, unaudited second quarter results for 2007.

Cary Brown, Chairman and Chief Executive Officer of Legacy Reserves GP, LLC, the general partner of Legacy, said, "Our second quarter results demonstrate the results of our successful development program and include partial contributions from the four acquisitions closed during the quarter. We look forward to a full contribution in the third quarter from our recent acquisitions. Our continuing strategy is to evaluate acquisition opportunities with a goal to make acquisitions that are accretive to our unitholders."

Summary of Second Quarter and Six Months Ended June 30, 2007 Results

This unaudited financial information is preliminary and is subject to adjustments in connection with the final unaudited financial statements to be released on or before August 14, 2007 within Legacy's Quarterly Report on Form 10-Q.

Net loss for the three month and six month periods ended June 30, 2007 totaled $2.2 and $6.9 million, or ($0.08) and ($0.27) basic and diluted earnings per unit, respectively, as compared to a net loss of $5.3 and $7.3 million, or ($0.29) and ($0.49) basic and diluted earnings per unit for the three month and six month periods ended June 30, 2006, respectively. Financial results for the quarters ended June 30, 2007 and 2006 were unfavorably impacted by $7.9 million and $9.7 million, respectively, of net unrealized losses on our oil and natural gas swaps, as the fair value of our future derivative instruments was marked to market. Financial results for the six month period ended June 30, 2007 and 2006 were unfavorably impacted by $17.5 million and $15.0 million, respectively, of net unrealized losses on our oil, natural gas liquids ("NGL") and natural gas swaps, as the fair value of these derivative instruments was marked to market. Unrealized gains and losses represent current period mark-to-market adjustments for commodity derivatives which will be settled in future periods. Unrealized gains and losses result in a non-cash impact on revenue and do not affect our ability to make our expected cash distributions.

Adjusted EBITDA totaled $14.7 million and $25.8 million for the quarter and six months ended June 30, 2007, respectively. (See "Non-GAAP Financial Measures" and the associated table for a discussion of management's use of Adjusted EBITDA in this release and a reconciliation of Legacy's consolidated net loss to Adjusted EBITDA.)

Financial and Operating Results:

Legacy was formed in October 2005 to own and operate the oil and natural gas properties it acquired from its Founding Investors in connection with the closing of a private equity offering on March 15, 2006 ("Formation Transaction"). Inasmuch as certain assets owned by the Founding Investors were acquired by Legacy on March 15, 2006, the results of operations and production volumes from these acquired assets are excluded from the first 73 days of the six month period ended June 30, 2006.

Production

Net oil and natural gas production averaged 4,540 and 4,100 Boe per day for the quarter and six months ended June 30, 2007, respectively, as compared to an average of 3,110 and 2,676 Boe per day for the quarter and six months ended June 30, 2006. Legacy's increased production resulted primarily from a combination of its acquisition of oil and natural gas properties in the Formation Transaction, its acquisitions of producing oil and natural gas properties and from new wells drilled and completed as part of its ongoing development program.

Revenues and Realized Prices

For the quarters ended June 30, 2007 and 2006, oil, NGL and natural gas sales were $22.7 million and $15.4 million, respectively. Revenues for the quarters ended June 30, 2007 and 2006, including net realized gains on our oil, NGL and natural gas swaps of $1.4 million and $0.5 million, respectively, totaled $24.1 million and $15.9 million, respectively. Revenues including net realized and unrealized gains and losses on our hedges were $16.2 million and $6.2 million for the quarters ended June 30, 2007 and 2006, respectively.

For the six months ended June 30, 2007 and 2006, oil, NGL and natural gas sales were $38.7 million and $25.8 million, respectively. Revenues for the six months ended June 30, 2007 and 2006, including net realized gains on our oil, NGL and natural gas swaps of $3.8 million and $1.9 million, respectively, totaled $42.5 million and $27.8 million, respectively. Revenues including net realized and unrealized gains and losses on our hedges were $25.0 million and $12.8 million for the six months ended June 30, 2007 and 2006, respectively.

For the quarters ended June 30, 2007 and 2006, realized oil and NGL prices, excluding hedge settlements, were $60.40 and $64.10 per barrel, respectively. Including the effects of realized gains on our oil and NGL swaps, realized oil and NGL prices were $63.13 and $58.78 per barrel, respectively.

For the same periods, realized natural gas prices were $6.98 and $6.04 per Mcf excluding hedge settlements, respectively. Including the effects of realized gains on our natural gas swaps, realized natural gas prices were $7.76 and $8.62 per Mcf for the quarters ended June 30, 2007 and 2006, respectively.

For the quarter ended June 30, 2007, hedges, all of which are in the form of swaps, covered approximately 66% of Legacy's production at a weighted average NYMEX price of $62.81 per Boe. Legacy's realized prices are less than NYMEX West Texas Intermediate and Henry Hub natural gas due to quality and location differentials. The stated results are inclusive of natural gas basis swaps that we use to improve the effectiveness of our natural gas swaps.

For the six months ended June 30, 2007 and 2006, realized oil and NGL prices, excluding hedge settlements, were $57.47 and $61.45 per barrel, respectively. Including the effects of realized gains on our oil and NGL swaps, realized oil and NGL prices were $61.29 and $57.94 per barrel. For the same periods, realized natural gas prices were $6.53 and $6.41 per Mcf excluding hedge settlements, respectively. Including the effects of realized gains on our natural gas swaps, realized natural gas prices were $7.93 and $9.37 per Mcf for the six months ended June 30, 2007 and 2006, respectively.

For the six months ended June 30, 2007, hedges, all of which are in the form of swaps, covered approximately 68% of Legacy's production at a weighted average NYMEX price of $64.58 per Boe. Legacy's realized prices are less than NYMEX West Texas Intermediate and Henry Hub natural gas due to quality and location differentials. The stated results are inclusive of natural gas basis swaps that we use to improve the effectiveness of our natural gas swaps.

Production Costs

For the quarters ended June 30, 2007 and 2006, production costs and ad valorem taxes, excluding production severance taxes, totaled $6.1 million ($14.74 per Boe) and $3.3 million ($11.72 per Boe), respectively. The increase in production costs is primarily related to (i) $1.0 million of costs attributable to the Binger, Ameristate, TSF and Raven acquisitions and, (ii) $0.8 million attributable to the South Justis and Kinder Morgan acquisitions. In addition, the increase in production costs per Boe is consistent with industry-wide costs increases, particularly those related to oil operations that require lifting produced oil and water or involve enhanced recovery processes.

For the six months ended June 30, 2007 and 2006, production costs and ad valorem taxes, excluding production severance taxes, totaled $10.8 million ($14.59 per Boe) and $6.0 million ($12.37 per Boe), respectively. The increase in production costs is primarily related to (i) $1.0 million attributable to the Binger, Ameristate, TSF and Raven acquisitions, (ii) $1.3 million related to the exclusion of operating results for certain assets owned by the Founding Investors for the first 73 days of 2006 and not acquired until the Formation Transaction and, (iii) $0.8 million attributable to the South Justis, Farmer Field and Kinder Morgan acquisitions.

Depletion, Depreciation and Amortization (DD&A)

DD&A expense for the quarter ended June 30, 2007 totaled $6.8 million, or $16.48 per Boe, while DD&A expense was $5.0 million, or $17.55 per Boe, for the quarter ended June 30, 2006. The increase in DD&A is primarily related to $1.0 million of DD&A related to recent acquisitions. Our DD&A expense per Boe decreased due to the additional reserves from our recent acquisitions. Under the successful efforts method of accounting, Legacy calculates DD&A on an individual producing field basis. Changes in reserve estimates and in the timing and amount of abandonment cost estimates as well as changes in the timing and amount of development projects of one or two fields can cause variations in the aggregate DD&A rate.

DD&A expense for the six months ended June 30, 2007 totaled $12.1 million, or $16.31 per Boe, while DD&A expense was $7.4 million, or $15.18 per Boe, for the six months ended June 30, 2006. The increase in DD&A is primarily related to (i) $1.0 million of DD&A related to recent acquisitions, (ii) $1.1 million of DD&A related to the Legacy Formation and, (iii) $0.6 million related to acquisitions made in the second quarter of 2006.

General and Administrative Expenses (G&A)

G&A expenses for the quarters ended June 30, 2007 and 2006 totaled $2.8 million ($6.70 per Boe) and $1.1 million ($3.97 per Boe), respectively. The increase in G&A expense per Boe reflects both the higher costs of being a public entity and growth of our asset base through acquisitions. In addition, unit-based compensation expenses increased $1.0 million due to a $0.7 million non-cash expense related to the change in the estimated fair value of our unit-based compensation liability related to units options and unit appreciation rights and $0.3 million of cash payments to employees exercising unit options. Under the liability method of accounting for unit-based award grants related to unit options and unit appreciation rights granted, Legacy will recognize unit-based compensation cost each period based upon the change in the liability between periods.

G&A expenses for the six months ended June 30, 2007 and 2006 totaled $4.6 million ($6.19 per Boe) and $2.1 million ($4.29 per Boe), respectively. The increase in G&A expense per Boe reflects both the higher costs of being a public entity and growth of our asset base through acquisitions. In addition, professional fees related to the filing of our tax returns and K-1's for our limited partners amounted to approximately $0.5 million for the six months ended June 30, 2007. Expenses during the six months ended June 30, 2007 for professional fees related to the audit of our December 31, 2006 financial statements amounted to approximately $254,000. In addition, unit-based compensation expenses increased $1.0 million due to a $0.7 million non-cash expense related to the change in the estimated fair value of our unit-based compensation liability and $0.3 million of cash payments to employees exercising unit options.

Oil, NGL and Natural Gas Derivative Instruments

We have entered into the following fixed price swaps for oil and natural gas to help hedge the risk of changing commodity prices. As of August 7, 2007, we had entered into swap agreements to receive average NYMEX West Texas Intermediate oil and Henry Hub, Waha and ANR-Oklahoma natural gas prices as summarized below starting with July, 2007 through December, 2011:



                   Annual         Average             Price
 Calendar Year  Volumes (Bbls)  Price per Bbl      Range per Bbl
 -------------  --------------  -------------  --------------------
     2007          487,452         $ 68.14        $64.15 - $75.70
     2008          929,249         $ 68.27        $62.25 - $73.45
     2009          774,013         $ 65.82        $61.05 - $72.00
     2010          715,445         $ 64.32        $60.15 - $71.15
     2011          509,040         $ 70.58        $67.33 - $71.40

                    Annual          Average           Price
  Calendar Year  Volumes (Mcf)   Price per Mcf     Range per Mcf
  -------------  --------------  ------------- --------------------
     2007        1,116,725         $  8.77         $7.35 - $10.01
     2008        2,053,374         $  8.37         $7.41 - $10.58
     2009        1,892,354         $  8.19         $7.41 - $10.18
     2010        1,657,619         $  7.88         $7.37 - $9.73
     2011          406,000         $  7.39         $7.23 - $7.51

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

We have entered into basis swaps to receive floating NYMEX prices less a fixed basis differential and pay prices based on the floating Waha index, a natural gas hub in West Texas. The prices that we receive for our natural gas sales follow Waha more closely than NYMEX. The basis swaps thereby provide a better match between our natural gas sales and the settlement payments on our natural gas swaps. The following table summarizes, for the periods indicated, our NYMEX basis swaps currently in place through December 31, 2010:



                    Annual              Basis
 Calendar Year   Volumes (Mcf)   Differential per Mcf
 -------------   -------------   --------------------
     2007           780,000            ($0.88)
     2008         1,422,000            ($0.84)
     2009         1,320,000            ($0.68)
     2010         1,200,000            ($0.57)

On March 30, 2007, we entered into NGL swaps to hedge the impact of volatility in the spot prices of NGLs. These swaps hedge the spot prices for ethane, propane, iso-butane, normal butane and natural gasoline reported on the Mont Belvieu, Non-Tet OPIS exchange. We entered into these swaps to hedge the NGL sales from our interests in the East Binger (Marchand) Unit in Caddo County, Oklahoma. The following table summarizes, for the periods indicated, our Mont Belvieu, Non-Tet OPIS natural gas liquids swaps currently in place through December 31, 2009.



                    Annual        Price
  Calendar Year  Volumes (Gal)   per Gal
  -------------  -------------  ---------
      2007         1,395,030      $1.15
      2008         2,509,248      $1.15
      2009         2,265,480      $1.15

Quarterly Report on Form 10-Q

The consolidated financial statements and related footnotes will be available on our June 30, 2007 Form 10-Q, which will be filed on or before August 14, 2007.

Conference Call

As announced on August 2, 2007, Legacy Reserves LP will host an investor conference call to discuss Legacy's results on Wednesday, August 8, 2007 at 3:00 p.m. (Central Time). Investors may access the conference call by dialing 800-289-0485. For those who cannot listen to the live broadcast, a replay of the call will be available through Friday, August 10, 2007, by dialing 719-457-0820 or 888-203-1112 and entering code 4053532, or by going to the Investor Relations tab of Legacy's website (www.LegacyLP.com). We will take live questions from securities analysts and institutional portfolio managers and analysts; the complete call is open to all other interested parties on a listen-only basis.

About Legacy Reserves LP

We are an independent oil and natural gas limited partnership headquartered in Midland, Texas, and are focused on the acquisition and exploitation of oil and natural gas properties suitable for providing cash distributions to our limited partners. Additional information is available at www.LegacyLP.com.

The Legacy Reserves logo is available at http://www.primenewswire.com/newsroom/prs/?pkgid=3201

Cautionary Statement Relevant to Forward-Looking Information

This press release contains forward-looking statements relating to our operations that are based on management's current expectations, estimates and projections about its operations. Words such as "anticipates," "expects," "intends," "plans," "targets," "projects," "believes," "seeks," "schedules," "estimated," and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are realized oil and natural gas prices; production volumes, lease operating expenses, general and administrative costs and finding and development costs; future operating results and the factors set forth under the heading "Risk Factors" in 2006 Annual Report on Form 10-K filed March 28, 2007 (File No. 333-138637). Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, Legacy undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.



                               LEGACY RESERVES LP
                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (UNAUDITED)

                    Three Months Ended         Six Months Ended
                        June 30,                   June 30,
               --------------------------  --------------------------
                   2006          2007         2006(a)        2007
               ------------  ------------  ------------  ------------
 Revenues:
  Oil and NGL
   sales       $ 11,799,730  $ 17,725,836  $ 19,239,570  $ 30,131,648
  Natural gas
   sales          3,587,839     5,009,664     6,583,256     8,535,538
  Realized and
   unrealized
   loss on oil,
   NGL and
   natural gas
   swaps         (9,175,903)   (6,493,235)  (13,072,085)  (13,715,904)
               ------------  ------------  ------------  ------------
   Total
   revenues       6,211,666    16,242,265    12,750,741    24,951,282
               ------------  ------------  ------------  ------------
 Expenses:
  Oil and
   natural
   gas
   production     3,316,354     6,088,127     5,993,121    10,827,679
  Production
   and
   other taxes      942,724     1,481,186     1,680,881     2,474,759
  General and
   administrative 1,122,423     2,769,045     2,078,279     4,596,181
  Depletion,
   depreciation,  4,967,428     6,810,657     7,355,294    12,105,713
   amortization
   and
   accretion
  Impairment of
   long-lived
   assets                --       189,730            --       279,700
               ------------  ------------  ------------  ------------
   Total
    expenses     10,348,929    17,338,745    17,107,575    30,284,032
               ------------  ------------  ------------  ------------

   Operating
    loss         (4,137,263)   (1,096,480)   (4,356,834)   (5,332,750)

 Other income
  (expense):
  Interest
   income             5,086        46,850        38,433       151,158
  Interest
   expense       (1,209,586)     (892,669)   (2,654,348)   (1,518,052)
  Loss on sale
   of assets             --      (231,133)           --      (231,133)

  Equity in income
  (loss) of
   partnerships          --        10,910      (317,788)       10,910

  Other                  --           334        14,910         1,014
               ------------  ------------  ------------  ------------
  Net loss     $ (5,341,763) $ (2,162,188) $ (7,275,627) $ (6,918,853)
               ============  ============  ============  ============
  Net loss per
   unit - basic
   and diluted $      (0.29) $      (0.08) $      (0.49) $      (0.27)
               ============  ============  ============  ============

  Weighted
   average
   number of
   units
   used in
   computing
   net loss per
   unit - basic
   and diluted   18,249,180    25,919,939    14,715,181    25,223,638
               ============  ============  ============  ============
 (a) Inasmuch as certain assets owned by the Founding Investors were
     acquired by Legacy on March 15, 2006, the results of operations
     of these acquired assets are excluded from the first 73 days of
     the six months ended March 31, 2006

                        LEGACY RESERVES LP
         CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

                                                          June 30,
                                                            2007
                                                       -------------
 ASSETS
 Current assets:

  Cash and cash equivalents                            $   5,128,787
  Accounts receivable, net:
   Oil and natural gas                                     9,417,275
   Joint interest owners                                   5,456,179
   Affiliated entities and other                               9,293
  Fair value of oil and natural gas swaps                    572,150
  Prepaid expenses and other current assets                1,158,450
                                                       -------------
    Total current assets                                  21,742,134
                                                       -------------
 Oil and natural gas properties, at cost:
 Proved oil and natural gas properties,  using the
  successful efforts method of accounting                377,734,338
 Unproved properties                                          78,025
 Accumulated depletion, depreciation and amortization    (53,793,719)
                                                       -------------
                                                         324,018,644
                                                       -------------
 Other property and equipment, net                           528,566
 Deposit on pending acquisitions                              12,784
 Operating rights, net                                     6,433,918
 Fair value of oil and natural gas swaps                      81,152
 Other assets, net                                           564,120
 Investment in equity method investee                         83,941
                                                       -------------
                                                       $ 353,465,259
                                                       =============

 LIABILITIES AND UNITHOLDERS' EQUITY
 Current liabilities:
  Accounts payable                                     $     694,060
  Accrued oil and natural gas liabilities                  6,672,719
  Fair value of oil and natural gas swaps                  2,046,628
  Asset retirement obligation                                643,262
  Other                                                    2,416,702
                                                       -------------
    Total current liabilities                             12,473,371
 Long-term debt                                           68,000,000
 Fair value of oil and natural gas swaps                  13,054,402
 Asset retirement obligation                               6,691,354
                                                       -------------
 Total liabilities                                       100,219,127
                                                       -------------
 Commitments and contingencies
 Unitholders' equity:
  Limited partners' equity - 26,021,518 units issued
   and outstanding at June 30, 2007                      253,133,601
  General partner's equity                                   112,531
                                                       -------------
  Total unitholders' equity                              253,246,132
                                                       -------------
 Total liabilities and unitholders' equity             $ 353,465,259
                                                       =============

                     Three Months Ended         Six Months Ended
                          June 30,                   June 30,
                  ------------------------- -------------------------
                      2006         2007        2006 (a)      2007
                  ------------ ------------ ------------ ------------
 Revenues:
  Oil and NGL
   sales          $ 11,799,730 $ 17,725,836 $ 19,239,570 $ 30,131,648
  Natural gas
   sales             3,587,839    5,009,664    6,583,256    8,535,538
  Realized gain
   (loss) on oil
   and NGL swaps      (979,079)     801,277   (1,099,693)   2,003,311
  Realized gain
   on natural
   gas swaps         1,528,380      560,307    3,045,930    1,824,049
  Unrealized
   loss on oil
  and NGL swaps    (10,134,418)  (8,386,314) (18,427,896) (13,473,461)
  Unrealized
   gain (loss)
   on natural
   gas swaps           409,214      531,495    3,409,574   (4,069,803)
                  ------------ ------------ ------------ ------------
   Total revenue  $  6,211,666 $ 16,242,265 $ 12,750,741 $ 24,951,282
                  ============ ============ ============ ============

 Expenses:
  Oil and
   natural gas
   production     $  3,316,354 $  6,088,127 $  5,993,121 $ 10,827,679
  Production
   taxes          $    942,724 $  1,481,186    1,680,881    2,474,759
  General and
   administrative $  1,122,423 $  2,769,045    2,078,279    4,596,181
  Depletion,
   depreciation,
   amortization
   and accretion  $  4,967,428 $  6,810,657    7,355,294   12,105,713

 Production:
  Oil and NGL
   - barrels           184,094      293,462      313,105      524,314
  Natural gas
   - Mcf               593,703      718,094    1,027,663    1,306,440
  Total (Boe)          283,045      413,144      484,382      742,054
  Average daily
   production
   (Boe/d)               3,110        4,540        2,676        4,100

 Average sales
  price per unit
  (including
  hedges):
  Oil and NGL
   price per
   barrel         $       3.73 $      34.56 $      (0.92)$      35.59
  Natural gas
   price per Mcf  $       9.31 $       8.50 $      12.69 $       4.81
  Combined (per
   Boe)           $      21.95 $      39.31 $      26.32 $      33.62

 Average sales
  price
  per unit
  (including
  realized hedge
  gains/losses):
  Oil and NGL
   price per
   barrel         $      58.78 $      63.13 $      57.94 $      61.29
  Natural gas
   price per Mcf  $       8.62 $       7.76 $       9.37 $       7.93
  Combined (per
   Boe)           $      56.31 $      58.33 $      57.33 $      57.27

 Average sales
  price per unit
  (excluding
  hedges):
  Oil and NGL
   price per
  barrel          $      64.10 $      60.40 $      61.45 $      57.47
  Natural gas
   price per Mcf  $       6.04 $       6.98 $       6.41 $       6.53
  Combined (per
   Boe)           $      54.36 $      55.03 $      53.31 $      52.11

 NYMEX oil index
  prices per
  barrel:
  Beginning of
   Quarter        $      66.63 $      65.87 $      61.04 $      61.05
  End of Quarter  $      73.93 $      70.68 $      73.93 $      70.68

 NYMEX gas index
  prices per Mcf:
  Beginning of
   Quarter        $       7.21 $       7.73 $      11.18 $       6.30
  End of Quarter  $       6.10 $       6.77 $       6.10 $       6.77

 Average unit costs
  per Boe:
  Production
   costs,
   excluding
   production and
   other taxes    $      11.72 $      14.74 $      12.37 $      14.59
  Production
   taxes          $       3.33 $       3.59 $       3.47 $       3.34
  General and
   administrative $       3.97 $       6.70 $       4.29 $       6.19
  Depletion,
   depreciation,
   amortization
   and accretion  $      17.55 $      16.48 $      15.18 $      16.31

 (a) Inasmuch as certain assets owned by the Founding Investors were
     acquired by Legacy on March 15, 2006, the results of operations
     of these acquired assets are excluded from the first 73 days of
     the six months ended March 31, 2006.

Non-GAAP Financial Measure

This press release, the financial tables and other supplemental information, including the reconciliation of "Adjusted EBITDA", a non-generally accepted accounting principles ("non-GAAP") measure to its nearest comparable generally accepted accounting principles ("GAAP") measure, may be used periodically by management when discussing our financial results with investors and analysts and they are also available on our website under the Investor Relations tab.

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

Adjusted EBITDA is defined in our revolving credit facility as net income (loss) plus:



 *  Interest expense;
 *  Depletion, depreciation, amortization and accretion;
 *  Impairment of long-lived assets;
 *  (Gain) loss on sale of partnership investment;
 *  (Gain) loss on sale of assets;
 *  Stock-based compensation expense arising from equity-based awards;
 *  Equity in (income) loss of partnerships; and
 *  Unrealized (gain) loss on oil and natural gas swaps

Adjusted EBITDA is presented as management believes it provides additional information and metrics relative to the performance of our business, such as the cash distributions we expect to pay to our unitholders, as well as our ability to meet our debt covenant compliance tests. Management believes that these financial measures indicate to investors whether or not cash flow is being generated at a level that can sustain or support an increase in our quarterly distribution rates. Adjusted EBITDA may not be comparable to a similarly titled measure of other publicly traded limited partnerships or limited liability companies because all companies may not calculate Adjusted EBITDA in the same manner.

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



                                           Three Months   Six Months
                                              Ended         Ended
                                             June 30,      June 30,
                                               2007          2007
                                           ------------  ------------
 Reconciliation of consolidated net loss
  to Adjusted EBITDA:

 Net loss                                  $ (2,162,188) $ (6,918,853)
  Plus:
   Interest expense                             892,669     1,518,052
   Depletion, depreciation, amortization
    and accretion                             6,810,657    12,105,713
   Impairment of long-lived assets              189,730       279,700
   Loss on abandonment of assets                231,133       231,133
   Compensation expense on options and
    restricted units                            864,233     1,011,880
   Unrealized loss on oil, NGL and natural
    gas swaps                                 7,854,819    17,543,264
                                           ------------  ------------
 Adjusted EBITDA                           $ 14,681,053  $ 25,770,889
                                           ============  ============


            

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