Sanchez Energy Announces Second Quarter 2014 Financial Results and Updates Operations; Record Second Quarter Revenues Rise 157%

  Sanchez Energy Announces Second Quarter 2014 Financial Results and Updates Operations; Record Second Quarter Revenues Rise 157% on 164% Higher Production  PR Newswire  HOUSTON, Aug. 6, 2014  HOUSTON, Aug. 6, 2014 /PRNewswire/ --Sanchez Energy Corporation (NYSE: SN) (the "Company" or "Sanchez Energy"), today announced the Company's operating and financial results for the second quarter 2014, which included the following highlights:  HIGHLIGHTS FOR SECOND QUARTER 2014    oRecord revenues of $151.7 million, an increase of 157% over the same     period a year ago   oAdjusted EBITDA, a non-GAAP financial measure defined below, of $112.5     million, an increase of 160% over the same period a year ago   oAdjusted Net Income, a non-GAAP financial measure defined below, of $11.5     million, an increase of 98% compared to the same period a year ago   oLiquidity of $811 million as of June 30, 2014 consisting of $386 million     in cash and cash equivalents and a $437.5 million unused borrowing base     (with a $425 million elected commitment amount) under our revolving credit     facility   oSubstantial reduction in drilling and completion costs per well, as     detailed in the comments below   oProduction of 1,859 MBOE (20,437 BOE/D), an increase of 164% over the same     period a year ago and above the midpoint of the production guidance range     of 19,000 to 21,000 BOE/D  MANAGEMENT COMMENTS  Tony Sanchez, III, President and Chief Executive Officer of Sanchez Energy, commented: "As of August 1, 2014, Sanchez Energy has officially taken over all operations at Catarina after a brief transition period with Shell. The transition of operations has gone smoothly and the ramp up of Sanchez Energy operations is ahead of schedule. We have fully staffed our operations at Catarina and now have drilling, completion, and artificial lift installation in progress. Additionally, now that we have achieved critical scale from the Catarina assets, we are utilizing a dedicated frac spread as well as direct sourcing of chemicals and proppant. We expect these factors will reduce completions costs by an additional 30%, allowing flexibility to increase fracture stage size or improve returns from a lower development cost.  "We plan to apply direct sourcing of chemicals and proppant in our other Eagle Ford areas as the opportunities present themselves. In order to realize these expected significant completion cost savings, some wells scheduled to be completed in the third quarter will now be completed in the fourth quarter. As a result of the production deferment, our third quarter production guidance range of 37,000 to 41,000 BOE/D has been revised to 36,000 to 40,000 BOE/D while our fourth quarter production guidance range of 45,000 to 49,000 BOE/D has increased to 48,000 to 50,000 BOE/D. Production guidance for 2015 is reaffirmed at a range of 53,000 BOE/D to 58,000 BOE/D.  "The second quarter of 2014 also marked the continued improvement in drilling efficiencies in the early development of Wycross and Five Mile Creek and the continuation of improvement in our Prost area. Total drilling and completion costs in Marquis are now as low as $7.3 million per well, a major improvement over our initial 2014 planned costs of $8.5 million per well. The lower cost structure gives us confidence in our ability to continue to improve returns on our current reserve base and add new inventory as we continue to step out and appraise the entirety of our acreage using these improved drilling and completion techniques."  OPERATIONS UPDATE  As detailed in the table below, Sanchez Energy currently has 9 gross rigs (6 operated and 3 non-operated) running across its Eagle Ford and TMS areas with 422 gross producing wells and 40 gross wells in various stages of completion.                                            Gross              Gross      Gross    Net      Wells Waiting / Project      Producing  Rigs     Rigs     Undergoing Area         Wells      Running  Running  Completion Catarina     176        1        1        23 Marquis      63         3        3        10 Cotulla      119        1        1        5 Palmetto     61         1        1        - TMS / Other  3          3        1        2 Total        422        9        7        40  PRODUCTION VOLUMES, AVERAGE SALES PRICES, OPERATING COSTS PER BOE, AND CAPITAL EXPENDITURES  Sanchez Energy's mix of hydrocarbon production during the second quarter of 2014 consisted of approximately 73% crude oil, 14% natural gas liquids, or 87% liquids, and 13% natural gas. By area, Cotulla, Marquis, and Palmetto comprised approximately 42%, 31%, and 27% of total second quarter 2014 production volumes, respectively. The percentage of oil expected in the Company's third quarter production volumes should decrease as the impact of the production volumes from Catarina begin to flow through our results. Third quarter volumes are expected to be approximately 50% oil and 27% NGLs, for a total of 77% liquids.  Revenue for the three months ended June 30, 2014 totaled $151.7 million, an increase of 157% over the same period a year ago, due to the addition of 133 gross new wells since the second quarter 2013, including 119 gross wells from ongoing operations and 14 gross wells from the acquisition of new properties.  Production, average sales prices, and operating costs and expenses per BOE for the second quarter 2014 as well as guidance for the third quarter and fourth quarter of 2014 are summarized below:                                Three Months Ended       Six Months Ended                               June 30,                 June 30,                               2014         2013        2014         2013 Production volumes -  Oil (MBo)                   1,356        541         2,575        818  NGLs (MBbls)                262          84          514          125  Natural gas (MMcf)          1,445        470         2,767        688  Total oil equivalent      1,859        703         3,550        1,058 (MBOE)   BOE/Day                   20,437       7,726       19,615       5,845 Average sales price, excluding the impact of derivative instruments -  Oil ($ per Bo)              $ 100.90    $ 101.42    $  99.63   $ 102.94  NGLs ($ per Bbl)            $  30.96   $  24.48   $  32.32   $  23.78  Natural gas ($ per Mcf)     $   4.60  $   4.61  $   4.71  $   4.28   Oil equivalent ($ per     $  81.55   $  84.05   $  80.62   $  85.19 BOE) Average sales price, including the impact of derivative instruments -  Oil ($ per Bo)              $  97.12   $ 100.10    $  96.78   $ 101.15  NGLs ($ per Bbl)            $  30.96   $  24.48   $  32.32   $  23.78  Natural gas ($ per Mcf)     $   4.46  $   4.61  $   4.47  $   4.28  Oil equivalent ($ per     $  78.68   $  83.03   $  78.36   $  83.81 BOE) Operating costs and expenses ($/BOE):  Oil and natural gas         $   7.48  $   9.69  $   8.40  $   9.52 production expenses  Production and ad valorem   $   4.21  $   4.78  $   5.13  $   5.12 taxes  General and administrative, excluding stock based compensation and  $   6.47   $  7.09   $   6.03   $  8.48 acquisition costs included in G&A ^(1)  (1) Excludes stock-based compensation of $8.57 and $6.51 per BOE for the three months ended June 30, 2014 and 2013, respectively,and $7.29 and $7.29 per BOE for the six months ended June 30, 2014 and 2013, respectively. Excludes acquisition costs included inG&A of $0.48 and $4.37 per BOE for the three months ended June 30, 2014 and 2013, respectively, and $0.25 and $3.49 per BOEfor the six months ended June 30, 2014 and 2013, respectively.                              Guidance                             3Q14                      4Q14 Production (BOE/D)          36,000      - 40,000      48,000      - 50,000 Operating costs and expenses:  Oil and natural gas production expenses         $   8.00 - $   9.00  $   8.00 - $   9.00 ($/BOE)  Production and ad valorem taxes (% of         7.0%        - 8.0%        7.0%        - 8.0% revenue)  Cash G&A ($/BOE)          $   3.00 - $   4.00  $   3.00 - $   4.00  Sanchez Energy announced that proved reserves from its assets excluding Catarina increased to approximately 60 MMBOE as of June 30, 2014. Inclusive of the Catarina acquisition, the Company's proved reserves total approximately 117 MMBOE as of June 30, 2014, an increase of over 170% relative to the balance as of June 30, 2013. Crude oil constituted 49% and NGLs constituted 24% (73% liquids) of the Company's proved reserves as of June 30, 2014, and 56% of the Company's proved reserves were classified as proved undeveloped as of June 30, 2014 as compared to 70% at June 30, 2013. The Company's estimated reserves were prepared by its independent reservoir engineering firm, Ryder Scott & Company, L.P.  Capital expenditures, before estimated accruals, for the second quarter 2014 were approximately $225 million, and capital expenditures incurred during the second quarter, including accruals, were approximately $191 million.   HEDGING UPDATE  During the second quarter of 2014 and subsequent to quarter end, Sanchez Energy entered into additional derivative contracts covering anticipated future production in 2014 and 2015. Sanchez Energy currently has approximately 3.5 million barrels of anticipated crude production and 4.1 Bcf of gas production for 2014 hedged, or approximately 4.1 million BOE, which represents approximately 40% of its anticipated total 2014 production at the mid-point of its guidance range. Approximately 5.7 million BOE are currently hedged for 2015, which represents approximately 25% to 30% of anticipated production at the mid-point of the guidance range. A schedule of all current hedges for 2014 and 2015 production is included herein.  SHARE COUNT  As of June 30, 2014, the Company had 58,125,398 total shares outstanding with a quarterly weighted average outstanding share count of 53,051,116, as a result of a follow-on offering of common stock of 5,000,000 shares on June 12, 2014. If all Series A and Series B Convertible Perpetual Preferred Stock were assumed to be converted, total shares outstanding as of June 30, 2014 would have been 70,766,531.  CONFERENCE CALL  Sanchez Energy will host a conference call for investors on August 7, 2014 at 2:00 p.m. EDT (1:00 p.m. CDT, 12:00 p.m. MDT and 11:00 a.m. PDT, respectively). Interested investors can listen to the call by visiting our website at www.sanchezenergycorp.com and clicking on the Second Quarter 2014 Conference Call button. Webcast, both live and rebroadcast, will be available over the internet at: http://edge.media-server.com/m/p/5koskuks/lan/en  ABOUT SANCHEZ ENERGY CORPORATION  Sanchez Energy Corporation is an independent exploration and production company focused on the acquisition and development of unconventional oil resources in the onshore U.S. Gulf Coast, with a current focus on the Eagle Ford Shale in South Texas where we have assembled approximately 224,000 net acres and the Tuscaloosa Marine Shale in Mississippi and Louisiana where we have assembled approximately 58,000 net acres. For more information about Sanchez Energy Corporation, please visit our website: www.sanchezenergycorp.com  FORWARD LOOKING STATEMENTS  This press release contains, and our officers and representatives may from time to time make, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Sanchez Energy expects, believes or anticipates will or may occur in the future are forward-looking statements, including statements relating to the anticipated benefits of our acquisitions, any planned takeover of operations, and the rate of development of new plays that we enter into. These statements are based on certain assumptions made by the company based on management's experience, perception of historical trends and technical analyses, current conditions, anticipated future developments and other factors believed to be appropriate and reasonable by management. When used in this press release, the words "will," "potential," "believe," "estimate," "intend," "expect," "may," "should," "anticipate," "could," "plan," "predict," "project," "profile," "model," "strategy," "future," or their negatives, other similar expressions or the statements that include those words, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.  Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Sanchez Energy, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements, including, but not limited to failure of acquired assets to produce as anticipated, failure to successfully integrate acquired assets, failure to continue to produce oil and gas at historical rates, costs of operations, delays, and any other difficulties related to producing oil or gas, the price of oil or gas, marketing and sales of produced oil and gas, estimates made in evaluating reserves, competition, general economic conditions and the ability to manage and continue growth and other factors described in Sanchez Energy's Annual Report for the fiscal year ended December 31, 2013 and any updates to those risk factors set forth in Sanchez Energy's Quarterly Reports on Form 10-Q. Further information on such assumptions, risks and uncertainties is available in Sanchez Energy's filings with the Securities and Exchange Commission ("SEC"). Sanchez Energy's filings with the SEC are available on its website at www.sanchezenergycorp.com and on the SEC's website at www.sec.gov. In light of these risks, uncertainties and assumptions, the events anticipated by Sanchez Energy's forward-looking statements may not occur, and, if any of such events do occur, Sanchez Energy may not have correctly anticipated the timing of their occurrence or the extent of their impact on its actual results. Accordingly, you should not place any undue reliance on any of Sanchez Energy's forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made and Sanchez Energy undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.  CAUTIONARY NOTE TO U.S. INVESTORS  The SEC permits oil and gas companies, in their filings with the SEC, to disclose proved, probable and possible reserves. We may use certain terms in our press releases, such as net resource potential and other variations of the foregoing terms that the SEC's guidelines strictly prohibit us from including in filings with the SEC. U.S. Investors are urged to consider closely the reserves disclosures in our filings with the SEC available on our website at www.sanchezenergycorp.com and the SEC's website at www.sec.gov. You can also obtain this information from the SEC by calling its general information line at 1-800-SEC-0330.  Company contact:  Michael G. Long Executive Vice President and Chief Financial Officer Sanchez Energy Corp. 713-783-8000  Gleeson Van Riet Senior Vice President, Capital Markets and Investor Relations Sanchez Energy Corp. 713-783-8000  (Financial Highlights to follow)    SANCHEZ ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS DATA (unaudited)                             Three Months Ended        Six Months Ended                             June 30,                  June 30,                             2014          2013        2014          2013                             (in thousands, except per share amounts) REVENUES:  Oil sales                 $  136,902   $  54,872  $  256,577   $  84,199  Natural gas liquids       8,116         2,047       16,609        2,976 sales  Natural gas sales         6,643         2,166       13,037        2,946   Total revenues         151,661       59,085      286,223       90,121 OPERATING COSTS AND EXPENSES:  Oil and natural gas       13,911        6,813       29,823        10,072 production expenses  Production and ad         7,842         3,361       18,245        5,411 valorem taxes  Depreciation, depletion,  70,583        24,623      131,834       37,996 amortization and accretion  General and administrative (inclusive of stock-based compensation expense of $15,943 and $4,578, respectively, for the       28,869        12,632      48,178        20,369 three months ended June 30, 2014 and 2013, and $25,878 and $7,712, respectively, for the six months ended June 30, 2014 and 2013.   Total operating costs  121,205       47,429      228,080       73,848 and expenses Operating income            30,456        11,656      58,143        16,273 Other income (expense):  Interest and other        3             51          15            72 income  Interest expense          (17,261)      (7,069)     (30,533)      (8,153)  Net gains (losses) on     (31,900)      4,252       (41,017)      624 commodity derivatives  Total other expense, net  (49,158)      (2,766)     (71,535)      (7,457) Income (loss) before        (18,702)      8,890       (13,392)      8,816 income taxes Income tax benefit          (6,544)       -           (4,679)       - Net income (loss)           (12,158)      8,890       (8,713)       8,816 Less:  Preferred Stock           (7,132)       (5,484)     (25,325)      (7,556) dividends  Net income allocable to   -             (159)       -             (56) participating securities Net income (loss) attributable to common      $ (19,290)   $  3,247   $ (34,038)   $  1,204 stockholders Net income (loss) per       $                       $   common share - basic and    (0.38)       $   0.10  (0.70)       $   0.04 diluted ^(2)(3) Adjusted EBITDA, as         $ 112,536     $ 43,211    $ 208,729     $ 64,205 defined ^(1) Adjusted net income attributable to common      $  11,530    $  5,802   $  20,853    $ 10,105 stockholders, as defined ^(1) Adjusted net income per common share - basic and    $    0.23  $   0.17  $    0.43  $   0.30 diluted^(1)(2)(3) Weighted average number of shares used to calculate net income (loss) and Adjusted net income         50,602        33,485      48,825        33,292 attributable to common stockholders - basic and diluted ^(2)(3)  ^(1)  Adjusted EBITDA, Adjusted net income attributable to common stockholders       and Adjusted net income per common share are defined below.       The three and six months ended June 30, 2014 excludes 423,771 and       829,375 shares of weighted average restricted stock and 13,253,510 and       14,502,257 shares of common stock resulting from an assumed conversion ^(2) of the Company's Series A Convertible Perpetual Preferred Stock and       Series B Convertible Perpetual Preferred Stock from the calculation of       the denominator for diluted earnings per common share and diluted       Adjusted net income per common share as these shares were anti-dilutive.       The three and six months ended June 30, 2013 excludes 208,130 and       539,141 shares of weighted average restricted stock and 17,491,500 and       12,466,950 shares of common stock resulting from an assumed conversion ^(3) of the Company's Series A Convertible Perpetual Preferred Stock and       Series B Convertible Perpetual Preferred Stock from the calculation of       the denominator for diluted earnings per common share and diluted       Adjusted net income per common share as these shares were       anti-dilutive.      SANCHEZ ENERGY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)                                                   June 30,       December 31,                                                   2014           2013 ASSETS:                                           (In thousands)  Cash and cash equivalents                       $  385,871   $  153,531  Oil and natural gas receivables                 56,456         51,960  Joint interest billing receivables              15,470         5,803  Fair value of derivative instruments, current   63             -  Deferred tax asset, current                     18,471         6,882  Other current assets                            5,893          1,386  Oil and natural gas properties, net             2,163,114      1,385,488  Fair value of derivative instruments, long      108            1,304 term  Debt issuance costs, net                        45,157         19,806  Other assets                                    13,450         2,993 TOTAL ASSETS                                      $ 2,704,053    $ 1,629,153 LIABILITIES AND STOCKHOLDERS' EQUITY:  Accounts payable                                $   11,663  $   46,900  Accounts payable - related entities             1,888          961  Other payables                                  6,907          2,963  Accrued liabilities                             123,550        102,455  Deferred premium liability, current             3,143          717  Fair value of derivative instruments, current   27,148         4,623  Long term debt, net of discount                 1,443,710      593,258  Asset retirement obligation                     22,626         4,130  Deferred tax liability, long term               17,778         10,868  Deferred premium liability, noncurrent          2,466          4,891  Fair value of derivative instruments, long      9,421          78 term  Stockholders' equity                            1,033,753      857,309 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $ 2,704,053    $ 1,629,153      SANCHEZ ENERGY CORPORATION HEDGING ACTIVITY SUMMARY    As of June 30, 2014, the Company had the following crude oil swaps, collars, and put spreads covering anticipated future production:  Contract Period          Derivative  Barrels  Purchased  Sold    Pricing Index                          Instrument July 1, 2014 - December  Swap        138,000  $92.00     n/a     NYMEX WTI 31, 2014 July 1, 2014 - December  Swap        138,000  $91.35     n/a     NYMEX WTI 31, 2014 July 1, 2014 - December  Swap        138,000  $92.45     n/a     NYMEX WTI 31, 2014 July 1, 2014 - December  Swap        184,000  $95.45     n/a     NYMEX WTI 31, 2014 July 1, 2014 - December  Swap        184,000  $93.25     n/a     NYMEX WTI 31, 2014 January 1, 2015 -        Swap        365,000  $89.65     n/a     NYMEX WTI December 31, 2015 January 1, 2015 -        Swap        365,000  $90.05     n/a     NYMEX WTI December 31, 2015 January 1, 2015 -        Swap        365,000  $88.48     n/a     NYMEX WTI December 31, 2015 January 1, 2015 -        Swap        365,000  $88.35     n/a     NYMEX WTI December 31, 2015 July 1, 2014 - December  Collar      184,000  $90.00     $99.10  NYMEX WTI 31, 2014 July 1, 2014 - December  Put Spread  184,000  $90.00     $75.00  NYMEX WTI 31, 2014    As of June 30, 2014, the Company had the following crude oil enhanced swaps covering anticipated future production:  Contract Period                      Barrels  Purchased  Put     Pricing Index January 1, 2015 - December 31, 2015  365,000  $91.46     $75.00  NYMEX WTI January 1, 2015 - December 31, 2015  365,000  $93.13     $75.00  NYMEX WTI January 1, 2015 - December 31, 2015  365,000  $92.20     $75.00  NYMEX WTI January 1, 2015 - December 31, 2015  365,000  $91.46     $75.00  NYMEX WTI    As of June 30, 2014, the Company had the following natural gas swaps and collars covering anticipated future production:  Contract Period           Derivative  Mmbtu    Purchased  Sold   Pricing Index                           Instrument July 1, 2014 - December   Swap        368,000  $4.23      n/a    NYMEX NG 31, 2014 July 1, 2014 - December   Swap        368,000  $4.23      n/a    NYMEX NG 31, 2014 July 1, 2014 - December   Swap        368,000  $4.24      n/a    NYMEX NG 31, 2014 July 1, 2014 - December   Swap        368,000  $4.61      n/a    NYMEX NG 31, 2014 July 1, 2014 - December   Collar      368,000  $4.00      $4.50  NYMEX NG 31, 2014    As of June 30, 2014, the Company had the following natural gas enhanced swaps covering anticipated future production:  Contract Period                     Mmbtu      Purchased  Put    Pricing Index January 1, 2015 - December 31,      2,190,000  $4.44      $3.75  NYMEX NG 2015 January 1, 2015 - December 31,      1,095,000  $4.40      $3.75  NYMEX NG 2015 January 1, 2015 - December 31,      730,000    $4.50      $3.75  NYMEX NG 2015    As of June 30, 2014, the Company had the following three-way crude oil collar contracts that combine a long and short put with a short call:  Contract Period        Barrels  Short Put  Long Put  Short call  Pricing Index July 1, 2014 -         276,000  $65.00     $85.00    $102.25     NYMEX WTI December 31, 2014 July 1, 2014 -         184,000  $75.00     $95.00    $107.50     LLS December 31, 2014 July 1, 2014 -         184,000  $75.00     $90.00    $96.22      NYMEX WTI December 31, 2014 January 1, 2015 -      365,000  $70.00     $85.00    $95.00      NYMEX WTI December 31, 2015 January 1, 2015 -      365,000  $70.00     $85.00    $95.00      NYMEX WTI December 31, 2015 January 1, 2015 -      365,000  $70.00     $85.00    $94.75      NYMEX WTI December 31, 2015    Subsequent to quarter end, the Company entered into the following three-way crude oil and natural gas collar contracts that combine a long and short put with a short call:  Contract Period          Barrels    Short Put  Long Put  Short Call  Pricing                                                                      Index January 1, 2015 -        365,000    $75.00     $90.00    $97.00      NYMEX WTI December 31, 2015 January 1, 2015 -        365,000    $75.00     $90.00    $97.25      NYMEX WTI December 31, 2015 Contract Period          Mmbtu      Short Put  Long Put  Short Call  Pricing                                                                      Index July 1, 2014 - December  2,590,000  $3.50      $4.00     $4.90       NYMEX NG 31, 2015 July 1, 2014 - December  2,590,000  $3.50      $4.00     $4.90       NYMEX NG 31, 2015    SANCHEZ ENERGY CORPORATION RECONCILIATION OF NON-GAAP MEASURES (unaudited)  I. Adjusted EBITDA is used as a supplemental financial measure by our management and by external users of our financial statements, such as investors, commercial banks and others, to assess our operating performance as compared to that of other companies in our industry, without regard to financing methods, capital structure or historical costs basis. It is also used to assess our ability to incur and service debt and fund capital expenditures. We define Adjusted EBITDA as net income (loss):  Plus:    oInterest Expense, including net losses (gains) on interest rate derivative     contracts;   oNet losses (gains) on commodity derivatives;   oNet settlements on commodity derivatives;   oPremiums (paid) on commodity derivative contracts;   oDepreciation, depletion, amortization, and accretion;   oStock-based compensation expense;   oAcquisition costs included in general and administrative;   oIncome tax expense (benefit);   oLoss (gain) on sale of oil and natural gas properties;   oImpairment of oil and natural gas properties; and   oOther non-recurring items that we deem appropriate.  Less:    oInterest income; and   oOther non-recurring items that we deem appropriate.  The following table presents a reconciliation of our net income (loss) to Adjusted EBITDA (in thousands):                                   Three Months Ended     Six Months Ended                                  June 30,               June 30,                                  2014        2013       2014         2013 Net income (loss)                $ (12,158)  $  8,890  $  (8,713)  $  8,816 Plus:  Interest expense               17,261      7,069      30,533       8,153  Net losses (gains) on          31,900      (4,252)    41,017       (624) commodity derivatives  Net settlements on commodity   (5,336)     (260)      (8,016)      (556) derivatives  Premiums paid on commodity     -           (455)      -            (905) derivative contracts  Depreciation, depletion,       70,583      24,623     131,834      37,996 amortization and accretion  Stock-based compensation       15,943      4,578      25,878       7,712  Acquisition costs included in  890         3,069      890          3,685 G&A  Income tax benefit             (6,544)     -          (4,679)      - Less:  Interest income                (3)         (51)       (15)         (72)  Adjusted EBITDA                $ 112,536   $ 43,211   $ 208,729    $ 64,205  Our Adjusted EBITDA should not be considered an alternative to net income (loss), operating income (loss), cash flow provided by or used in operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Our Adjusted EBITDA may not be comparable to similarly titled measures of another company because all companies may not calculate Adjusted EBITDA in the same manner.  II. We present Adjusted Net Income attributable to common stockholders ("Adjusted Net Income") in addition to our reported net income (loss) in accordance with GAAP. This information is provided because management believes exclusion of the impact of our unrealized derivatives not accounted for as cash flow hedges and stock-based compensation expense will help investors compare results between periods and identify operating trends that could otherwise be masked by these items and to highlight the impact that commodity price volatility has on our results. We define Adjusted Net Income as net income (loss):  Plus:    oNon-cash preferred stock dividends associated with conversion;   oNet losses (gains) on commodity derivatives;   oNet settlements on commodity derivatives;   oPremiums (paid) on commodity derivative contracts;   oStock-based compensation expense;   oAcquisition costs included in general and administrative;   oOther non-recurring items that we deem appropriate; and   oTax impact of adjustments to net income (loss).  Less:    oPreferred stock dividends; and   oOther non-recurring items that we deem appropriate.  The following table presents a reconciliation of our net income (loss) to Adjusted Net Income (in thousands, except per share data):                                       Three Months Ended   Six Months Ended                                      June 30,             June 30,                                      2014        2013     2014       2013 Net income (loss)                    $ (12,158)  $ 8,890  $ (8,713)  $  8,816  Less: Preferred stock dividends    (7,132)     (5,484)  (25,325)   (7,556) Net income (loss) attributable to common shares and participating      (19,290)    3,406    (34,038)   1,260 securities Plus:  Non-cash preferred stock dividends associated with            3,112       -        17,013     - conversion  Net losses (gains) on commodity    31,900      (4,252)  41,017     (624) derivative contracts  Net settlements on commodity       (5,336)     (260)    (8,016)    (556) derivative contracts  Premiums paid on commodity         -           (455)    -          (905) derivative contracts  Stock-based compensation           15,943      4,578    25,878     7,712  Acquisition costs included in      890         3,069    890        3,685 general and administrative  Tax impact ^(1)                    (15,131)    -        (20,883)   - Adjusted net income                  12,088      6,086    21,861     10,572 Adjusted net income allocable to     (558)       (284)    (1,008)    (467) participating securities Adjusted net income attributable to  $ 11,530   $ 5,802  $ 20,853   $ 10,105 common stockholders Adjusted net income per common       $   0.23  $ 0.17  $  0.43  $  0.30 share - basic and diluted ^(2)(3) Weighted average number of unrestricted outstanding common sharesused to calculate Adjusted    50,602      33,485   48,825     33,292 net income per common share- basic and diluted ^(2)(3)      The tax impact is computed by utilizing the Company's effective tax rate (1) on the adjustments to reconcile net income to Adjusted net income but     excludes non-cash preferred stock dividends associated with conversion.     The three and six months ended June 30, 2014 excludes 423,771 and 829,375     shares of weighted average restricted stock and 13,253,510 and 14,502,257     shares of common stock resulting from an assumed conversion of the (2) Company's Series A Convertible Perpetual Preferred Stock and Series B     Convertible Perpetual Preferred Stock from the calculation of the     denominator for diluted adjusted net income per common share as these     shares were anti-dilutive.     The three and six months ended June 30, 2013 excludes 208,130 and 539,141     shares of weighted average restricted stock and 17,491,500 and 12,466,950     shares of common stock resulting from an assumed conversion of the (3) Company's Series A Convertible Perpetual Preferred Stock and Series B     Convertible Perpetual Preferred Stock from the calculation of the     denominator for diluted adjusted net income per common share as these     shares were anti-dilutive.  Adjusted Net Income is not intended to represent cash flows for the period, nor is it presented as a substitute for net income (loss), operating income (loss), cash flows provided by or used in operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.  SOURCE Sanchez Energy Corporation  Website: http://www.sanchezenergycorp.com  
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