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OKLAHOMA CITY, OK -- (Marketwire) -- 10/10/08 -- Quest Resource Corporation (NASDAQ: QRCP)
("QRCP") and Quest Energy Partners, L.P. (NASDAQ: QELP) ("QELP") today
provided the following update on operations, liquidity, and planned
distributions:
Quest Resource Corporation -- Appalachian Basin
QRCP owns the right to develop more than 122,000 net acres within the
recognized fairway of the emerging Marcellus Shale play in the Appalachian
Basin and more than 7,000 net acres outside the fairway. QRCP plans to
drive reserve and production growth through the development of this large
acreage position. The development of this acreage will require significant
amounts of additional capital resources.
In the fourth quarter of 2008, QRCP plans to spend approximately $11
million on Appalachian Basin capital projects including the drilling of one
vertical test well in Lycoming County, Pennsylvania, two horizontal wells
in Wetzel County, West Virginia, one horizontal well in Lewis County, West
Virginia, and two vertical wells in Ritchie County, West Virginia.
QRCP currently has one rig drilling the two horizontal wells in Wetzel
County that will be moved to Lewis County upon completion of these wells.
A contractor has begun preparing the drilling location in Lycoming County
for a rig that is expected to be on location by the middle of October. A
rig is expected to arrive on location in Ritchie County to drill the two
vertical wells within the next 10 days.
QRCP must drill these wells to satisfy obligations under various leases
with deadlines prior to the end of the year. If QRCP did not drill some or
all of these wells, it could potentially lose leases covering up to
approximately 15,000 net acres in the Appalachian Basin.
On an unconsolidated basis, QRCP currently has an outstanding term loan of
$33.5 million and total available cash of approximately $1.0 million.
In addition to the capital expenditures discussed above, QRCP and its
affiliates are currently experiencing significant unexpected costs
associated with the investigation of the questionable transfers of funds
from the Quest entities by Mr. Jerry Cash, QRCP's former chief executive
officer. Management believes that QRCP will need to raise significant
additional capital in the near term in order to fund these capital
expenditures and to pay these expenses. QRCP is currently negotiating with
its lender for, among other things, an additional revolving credit facility
and a waiver of any potential defaults that may have occurred as a result
of Mr. Cash's questionable transfers.
QRCP has engaged Tudor, Pickering, Holt & Co. Securities, Inc. to assist
QRCP in exploring strategic alternatives, including a number of options to,
among other things, secure adequate funding for its planned drilling and
development activities in the Marcellus Shale region, including the sale of
equity securities, the incurrence of additional debt, joint ventures,
farm-outs and selected asset sales. David Lawler, President of each of the
Quest entities, said, "We remain optimistic about the potential associated
with our large acreage position prospective for the Marcellus Shale. We are
also reassigning some of our people to this area from the Cherokee Basin,
which will enhance our operations in the area."
There is no assurance that QRCP will be successful in raising additional
capital, obtaining additional debt financing or obtaining any required
waivers. If QRCP is unsuccessful in its negotiations with its lenders or
raising additional capital, QRCP would experience liquidity issues that
would adversely impact its future plans and results of operations.
Internal Investigation Update
The independent internal investigation initiated by the boards of QRCP and
the general partners of QELP and Quest Midstream Partners, L.P. into the
questionable transfer of funds to Mr. Cash remains ongoing. Based on the
information obtained in the investigation to date, the special committee of
the boards conducting the investigation continues to believe that the
questionable transfers involved a total of approximately $10 million (as
originally announced). QRCP and QELP are aggressively seeking restitution
from Mr. Cash for this amount. The companies cannot accurately predict when
the investigation will be complete, what the final results of that
investigation will be, or whether any recovery of the missing assets can be
made.
In addition, both QRCP and QELP and certain of their officers and directors
have been named as defendants in several class action securities lawsuits
and QRCP and certain of its officers and directors have been named in
lawsuits asserting derivative claims for breach of fiduciary duty related
to the questionable transfers of funds to Mr. Cash. QRCP and QELP have
retained counsel to represent them in such litigation and intend to defend
themselves vigorously against such claims.
Quest Energy Partners, L.P. -- Cherokee Basin
QELP is the largest producer of natural gas in the Cherokee Basin of
southeast Kansas and northeast Oklahoma. QELP's total net natural gas
production averaged an estimated 58.5 million cubic feet per day (Mmcf/d)
in the third quarter of 2008, up from an average of approximately 56.2
Mmcf/d in the second quarter of 2008, a sequential increase of 4%.
QELP has hedging contracts covering approximately 4.5 Bcf of production for
the fourth quarter of 2008. Approximately 35% of the hedge contracts are
tied to NYMEX prices with no basis locks and thus expose the partnership to
the recent widening of the basis differential in the region, which were
$3.38/Mmbtu for the October 2008 bid week and $1.99/Mmbtu for the September
2008 bid week versus an average of $1.37/Mmbtu for the first eight months
of 2008. The partnership currently expects to realize an approximate
weighted average price of between $6.25/Mmbtu and $6.50/Mmbtu on hedged
volumes in the fourth quarter of 2008.
QELP has entered into hedging contracts for approximately 16 Bcf of
production for 2009. Only 5% of the 2009 contracts are tied to NYMEX
prices without basis locks. As a result, the partnership currently expects
to realize a weighted average price of between approximately $7.80/Mmbtu
and $7.90/Mmbtu on hedged volumes in 2009.
As of October 3, 2008, QELP has drilled 336 gross wells in the Cherokee
Basin, which exceeds the 325 wells planned for the year. As of the same
date, the partnership had completed and connected 302 gross wells in the
Cherokee Basin out of the 325 wells planned for the year and had an
inventory of approximately 100 wells that had been drilled but are awaiting
completion and connection. The partnership has decided to defer the
completion and connection of the majority of these wells due to the
currently wide natural gas price differential in the basin and a desire to
operate within cash flow from operations.
Mr. Lawler said, "We exceeded our annual drilling plan in the Cherokee
Basin ahead of schedule due to the efficient work of our drilling crew. At
this time, due to our inability to access the public equity and debt
capital markets at attractive prices as a result of the current crisis in
our country's financial markets and the costs associated with our ongoing
internal investigation, we determined that it would be prudent to
proactively slow down our development in the Cherokee Basin in the short
term. The low natural gas prices in the Cherokee Basin have reinforced
this decision. Absent these factors, our internal oilfield service
division would now be working to complete and connect the wells. However,
we expect to resume our Cherokee Basin development program upon the
conclusion of the independent internal investigation and after market
conditions improve. As a result of this slow down, 28 internal development
related operations personnel were unfortunately impacted."
Quest Energy Partners, L.P. -- Appalachian Basin
QELP expanded into the Appalachian Basin in July 2008 through the
acquisition from QRCP of natural gas and oil producing wells and has opened
an office in the Pittsburgh area. Estimated total net natural gas
equivalent production is currently approximately 3.4 million cubic feet of
equivalents per day (Mmcfe/d) and has averaged this rate since the
properties were acquired in July.
In Ritchie County, West Virginia, production was curtailed for
approximately nine days during the quarter due to a gathering system
upgrade that was completed last week. Infrastructure enhancement projects
are underway in Wetzel County, West Virginia and are scheduled for
completion by the end of this month. The enhancements in Wetzel County
should allow for unconstrained sales on three producing vertical Marcellus
wells owned by QELP and for the horizontal wells currently being drilled by
QRCP. Removing the production constraint is expected to immediately
increase production from the existing wells by a combined 0.3 to 0.5
Mmcf/d.
Mr. Lawler said, "Our expansion into Appalachia has given the partnership
long-lived natural gas producing properties that add geographic and
geologic diversity, receive premium natural gas pricing, and offer numerous
opportunities to complete the existing wells in additional formations with
proved developed non-producing reserves. Our operating team in Appalachia
believes the opportunity exists to enhance production from existing wells
and we have reassigned several of our Cherokee Basin employees to capture
this potential upside."
Quest Energy Partners, L.P. -- Liquidity and Distributions
QELP will require significant additional capital resources in order to
fully develop its undeveloped natural gas reserves in the Cherokee Basin
and to further develop its Appalachian Basin reserves. There is no
assurance that such resources will be available to QELP.
At September 30, 2008, QELP's total funded debt balance was $228 million
and total cash was approximately $9 million. As of September 30, 2008,
total funded debt consisted of $183 million drawn on its revolving credit
facility (out of a total current availability of $190 million) and a $45
million, second lien term loan facility that matures in January 2009.
However, the partnership is currently undergoing its mid-year borrowing
base redetermination and is negotiating with its lenders for, among other
things, an extension of its term loan facility and a waiver of any
potential defaults that may have occurred as a result of Mr. Cash's
questionable transfers. In the event that QELP's lenders were to reduce
the borrowing base and therefore the amount available under QELP's
revolving credit facility, not extend the maturity date of the term loan
and/or grant any required waivers, QELP intends to seek additional funding
through the incurrence of additional indebtedness, the sale of equity
securities or the sale of assets and the reduction of costs. If QELP is
unsuccessful in its negotiations with its lenders or raising additional
capital, QELP would experience liquidity issues that would adversely impact
its future plans, results of operations and ability to make distributions
on its units.
Due to lower than expected natural gas prices in the Cherokee Basin and
significant unexpected costs associated with the ongoing internal
investigation, management currently plans to recommend to QELP's Board of
Directors a cash distribution for the third quarter of 2008 of $0.43 per
unit for all common units outstanding (unchanged from the prior quarter).
The potential distribution is subject to QELP's negotiations with its
lenders or ability to raise additional capital and to approval by the Board
of Directors of QELP's general partner.
Gary Pittman was recently appointed Chairman of the Board of Directors of
QELP's general partner.
Quest Midstream (Natural Gas Pipelines Segment)
QRCP's natural gas pipelines segment conducts its operations through
privately held Quest Midstream Partners, L.P. ("QMLP"). QMLP increased the
size of its low pressure gathering system in the Cherokee Basin during the
third quarter to approximately 2,133 miles after constructing approximately
50 miles of low pressure gas gathering pipelines. In the third quarter of
2008, QMLP's total natural gas throughput volumes in the Cherokee Basin
rose by approximately 4% from the prior quarter and by approximately 19%
from the year ago quarter. QMLP's interstate natural gas transmission
pipelines in Oklahoma, Kansas, and Missouri did not experience any
significant interruption during the third quarter of 2008.
As of September 30, 2008 QMLP's total funded debt balance was $128 million,
consisting solely of amounts drawn on its $135 million revolving credit
facility, and total cash was approximately $4 million. The partnership is
negotiating with its lenders to, among other things, delay the step down
provision of its total leverage ratio and obtain a waiver of any potential
defaults that may have occurred as a result of Mr. Cash's questionable
transfers. If QMLP is unable to negotiate a step down in its leverage ratio
or obtain any required waivers, QMLP would need to either sell additional
common units, reduce costs and/or sell assets in order to reduce its
outstanding indebtedness and to replace the remaining undrawn amount under
its revolving credit facility if it wishes to fund an ongoing capital
program. At such time as QELP resumes its development program in the
Cherokee Basin, QMLP will require additional capital resources in order to
connect the additional wells developed by QELP. There is no assurance that
QMLP will be successful in raising additional capital. If QMLP is
unsuccessful in its negotiations with its lenders or raising additional
capital and is therefore not able to fund an ongoing capital program, QMLP
would experience liquidity issues that would adversely impact QRCP's and
QELP's future plans and operations.
The partnership's initial public offering plans have been suspended due to
soft market conditions and the investigation into Mr. Cash's questionable
transfers of funds. As a result, QMLP will not satisfy its contractual
obligation with its investors to have completed an initial public offering
by December 22, 2008. Under the terms of an investors' rights agreement
among QRCP and QMLP's investors, after December 22, 2008 and until such
time, if any, as an initial public offering is completed by QMLP, the
investors may require QMLP's general partner to effect a sale of either all
of QMLP's assets or partner interests. Additional information about the
investors' rights agreement is contained in QRCP's most recent annual
report on Form 10-K filed with the Securities and Exchange Commission.
QRCP is currently evaluating a number of options in response to these
developments.
About Quest Resource Corporation and Quest Energy Partners, L.P.
Quest Resource Corporation is a fully integrated E&P company that owns: the
right to develop approximately 130,000 net acres in the Appalachian Basin
of the northeastern United States, including 122,600 acres prospective for
the Marcellus Shale; 100% of the general partner and a 57% limited partner
interest in Quest Energy Partners, L.P.; and 85% of the general partner and
a 36% limited partner interest in Quest Midstream Partners, L.P. Quest
Resource operates and controls Quest Energy Partners and Quest Midstream
Partners through its ownership of their general partners. For more
information, visit the Quest Resource website at www.qrcp.net.
Quest Energy Partners, L.P. was formed by Quest Resource Corporation to
acquire, exploit and develop natural gas and oil properties and to acquire,
own, and operate related assets. The partnership owns more than 2,300 wells
and is the largest producer of natural gas in the Cherokee Basin, which is
located in southeast Kansas and northeast Oklahoma and holds a drilling
inventory of nearly 2,100 locations in the Basin. The partnership also owns
natural gas and oil producing wells in the Appalachian Basin of the
northeastern United States and in Seminole County, Oklahoma. For more
information, visit the Quest Energy Partners website at www.qelp.net.
Quest Midstream Partners, L.P. was formed by Quest Resource Corporation to
acquire and develop transmission and gathering assets in the midstream
natural gas and oil industry. The partnership owns more than 2,000 miles of
natural gas gathering pipelines and over 1,100 miles of interstate natural
gas transmission pipelines in Oklahoma, Kansas, and Missouri. For more
information, visit the Quest Midstream Partners website at www.qmlp.net.
Forward-Looking Statements
Opinions, forecasts, projections or statements other than statements of
historical fact, are forward-looking statements that involve risks and
uncertainties. Forward-looking statements in this announcement are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Although Quest believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to be correct. In particular,
the forward looking statements made in this release are based upon a number
of financial and operating assumptions that are subject to a number of
risks, including the results of the internal investigation described in
this press release, the ongoing worldwide crisis in the capital markets,
uncertainty involved in exploring for and developing new natural gas
reserves, the sale prices of natural gas and oil, labor and raw material
costs, the availability of sufficient capital resources to carry out the
anticipated level of new well development and construction of related
pipelines, environmental issues, weather conditions, competition and
general market conditions. Actual results may differ materially due to a
variety of factors, some of which may not be foreseen by Quest. These
risks, and other risks are detailed in Quest Resource Corporation's and
Quest Energy Partners, L.P.'s filings with the Securities and Exchange
Commission, including risk factors listed in their latest annual reports on
Form 10-K and other filings with the Securities and Exchange Commission.
You can find Quest Resource Corporation's filings with the Securities and
Exchange Commission at www.qrcp.net or at www.sec.gov and Quest Energy
Partners, L.P.'s filings with the Securities and Exchange Commission at
www.qelp.net or at www.sec.gov. By making these forward-looking
statements, Quest undertakes no obligation to update these statements for
revisions or changes after the date of this release.