-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R9SSGO5ILRcN1ra0bPIm4FCSYjvr4Q4SIZNZgCn52fkoeIvHEAkLpLN1Pv/0tIGk Zde86lJiQ2AorqjobOWGnw== 0001104659-06-034184.txt : 20060512 0001104659-06-034184.hdr.sgml : 20060512 20060512113429 ACCESSION NUMBER: 0001104659-06-034184 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060508 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060512 DATE AS OF CHANGE: 20060512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARKWEST HYDROCARBON INC CENTRAL INDEX KEY: 0001019756 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841352233 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14841 FILM NUMBER: 06832859 BUSINESS ADDRESS: STREET 1: 155 INVERNESS DRIVE WEST STREET 2: SUITE 200 CITY: ENGLEWOOD STATE: CO ZIP: 80112-5004 BUSINESS PHONE: 3032908700 MAIL ADDRESS: STREET 1: 155 INVERNESS DRIVE WEST STREET 2: SUITE 200 CITY: ENGLEWOOD STATE: CO ZIP: 80112-5004 8-K 1 a06-11547_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

Date of Report (Date of earliest event reported) May 8, 2006

 

MARKWEST HYDROCARBON, INC.

 (Exact name of registrant as specified in its charter)

 

 

Delaware

001-14841

84-1352233

(State or other jurisdiction of

(Commission File Number)

(I.R.S. Employer

incorporation or organization)

 

Identification Number)

 

 

155 Inverness Drive West, Suite 200, Englewood, CO 80112-5000

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: 303-290-8700

 

Not Applicable.

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-Commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

 

ITEM 2.02. Results of Operations and Financial Condition

 

                On May 8, 2006, MarkWest Hydrocarbon, Inc. (the “Company”) announced its consolidated financial results for the three months ended March 31, 2006.  A copy of the Company’s earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

                On May 9, 2006, MarkWest Hydrocarbon, Inc., held a conference call to discuss its first quarter 2006 financial results and other corporate developments. A transcript of the call is attached as Exhibit 99.2.

 

                This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

ITEM 9.01.  Financial Statements and Exhibits.

 

(d)         Exhibits.

 

Exhibit No.

 

Description of Exhibit

99.1

 

Press release dated May 8, 2006, announcing first quarter earnings.

 

 

 

99.2

 

Transcript of First Quarter 2006 Earnings Call of MarkWest Hydrocarbon, Inc. held on May 9, 2006.

 

2



 

SIGNATURE

 

                Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

MARKWEST HYDROCARBON, INC.

 

 

(Registrant)

 

 

 

Date: May 9, 2006

By:

/s/ NANCY K. MASTEN

 

 

Nancy K. Masten

 

 

Chief Accounting Officer

 

3



 

 

Exhibit Index

 

Exhibit No.

 

Description of Exhibit

99.1

 

Press release dated May 8, 2006, announcing first quarter earnings.

 

 

 

99.2

 

Transcript of First Quarter 2006 Earnings Call of MarkWest Hydrocarbon, Inc. held on May 9, 2006.

 

4


EX-99.1 2 a06-11547_1ex99d1.htm EX-99

 

Exhibit 99.1

 

 

 

 

MarkWest Hydrocarbon, Inc.

 

Contact:

 

Frank Semple, President and CEO

155 Inverness Drive West, Suite 200

 

 

 

James Ivey, CFO

Englewood, CO 80112-5000

 

 

 

Andy Schroeder, VP of Finance/Treasurer

(800) 730-8388

 

Phone:

 

(303) 290-8700

(303) 290-8700

 

E-mail:

 

investorrelations@markwest.com

(303) 290-8769 Fax

 

Website:

 

www.markwest.com

 

 

 

 

 

 

MarkWest Hydrocarbon Reports 2006 First Quarter Results

 

DENVER—May 8, 2006—MarkWest Hydrocarbon, Inc. (AMEX: MWP) (the “Company”) today reported net income of $2.8 million for the three months ended March 31, 2006, or $0.26 per diluted share, compared to net income of $1.5 million, or $0.14 per diluted share, for the first quarter of 2005.

 

The Company reports its operations under two business segments, MarkWest Hydrocarbon Standalone (“Standalone”) and MarkWest Energy Partners (the “Partnership”).

 

MarkWest Hydrocarbon’s share of net income attributable to MarkWest Energy Partners (net of the eliminating entry for non-controlling interest in net income of consolidated subsidiary) was $3.3 million in the first quarter of 2006, up from $0.9 million in the first quarter of 2005.

 

A key element of MarkWest Hydrocarbon’s activity is the cash distributions it receives on its ownership interest in MarkWest Energy Partners, L.P., which consists of approximately 2.5 million limited partner units, its 2% general partner interest and its incentive distribution rights. MarkWest Hydrocarbon received $3.6 million in distributions in the first quarter of 2006, which represents a 29% increase over the $2.8 million received in the first quarter of 2005.

 

The Standalone business segment consists of the Company’s natural gas liquid (NGL) marketing activities for our NGL’s extracted primarily at MarkWest Energy Partners Siloam facility, the management of our keep-whole contracts in Appalachia and a wholesale propane marketing business.  For the three months ended March 31, 2006, our Standalone segment reported a net loss of $0.5 million, a decrease of $1.1 million when compared to the $0.6 million of net income for the same period in 2005.  This result is summarized as follows:

 

                  Our realized fractionation (frac) spread declined significantly compared to the prior year (approximately $0.09 per gallon in 2006 vs. approximately $0.25 per gallon in 2005).  When combined with a 1.7 million gallon reduction in sales, this amounted to a $7.5 million negative impact on segment net income.

                  The revaluation of our long-term shrink obligation (a non-cash item) increased revenue by $4.1 million in the first quarter of 2006 compared to a $1.2 million decrease in 2005, resulting in a $5.3 million positive impact to the quarter-over-quarter comparison.  Our derivative activity, also a non-cash item, resulted in a negative $1.6 impact on our Standalone operations for the quarter, compared to none in 2005.

 



 

                  Other areas, including SG&A, depreciation, interest and dividend income and our other marketing operations offset these declines by a combined $2.2 million.

                  Non-cash compensation included in SG&A was $0.7 million for the first quarter in 2006 compared to $1.3 million for 2005.

 

In April 2006, the Company declared a stock dividend of one share of MarkWest’s common stock for each ten shares of common stock held by MarkWest’s common stockholders.  The stock dividend is to be paid on May 23, 2006, to the stockholders of record as of the close of business on May 11, 2006.  The ex-dividend date is May 9, 2006.  The Company also declared a quarterly cash dividend of $0.175 per share of its common stock for an implied annual rate of $0.70 per share to be paid on June 5, 2006, to shareholders of record as of May 26, 2006.  This quarterly cash dividend represents an increase of $0.05 per share over the previous quarter’s dividend.

 

“Our continued objective is to drive value for our MarkWest Hydrocarbon shareholders through the growth of MarkWest Energy Partners. The partnership had a very strong first quarter and we are very focused on continuing that performance,” said Frank Semple, President and Chief Executive Officer.  “Contributions to MarkWest Hydrocarbon’s net income from MarkWest Energy Partners was $3.3 million.  Additionally, through the ownership of the common units and GP interest, and since we are well into the 50% incentive distributions rights splits, Hydrocarbon’s distributions from the Partnership will continue to grow at a faster rate than the Partnership’s per unit growth rate.  The recent Partnership acquisitions and core assets are performing extremely well and there are significant opportunities for additional growth.  In addition to the strong distributable cash flow performance, we were also pleased with MarkWest Energy Partner’s recent rating as the top midstream service provider by the EnergyPoint Customer Satisfaction Research Survey.  Our frac spread business had a negative impact on MarkWest Hydrocarbon’s financial performance on a standalone basis when compared to the strong first quarter we experienced in 2005, primarily due to the very high cost of natural gas during the last quarter of 2005 and early 2006.  However, the spreads have improved during the last few months and the frac spread indicators look strong through the remainder of the year.  We have hedged in excess of 20 million gallons through the first quarter of 2007 and will continue to evaluate opportunities to lock in favorable margins.”

 

The Company will host a conference call on Tuesday, May 9, 2006, at 2:00 P.M. MDT to review its first quarter 2006 earnings.  Interested parties can participate in the call by dialing the following number approximately ten minutes prior to the scheduled start time:  1-800-366-3908.  A replay of the call will be available through May 16, 2006by dialing 1-800-405-2236 and entering the following passcode: 11059923#.  To access the webcast, please visit our website at www.markwest.com.

 

 

###

 

MarkWest Hydrocarbon, Inc. (AMEX: MWP) controls and operates MarkWest Energy Partners, L.P. (AMEX: MWE), a publicly traded limited partnership engaged in the gathering, processing and transmission of natural gas; the transportation, fractionation and storage of natural gas liquids; and the gathering and transportation of crude oil. We also market natural gas and NGLs.

 

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect our operations, financial performance and other factors as discussed in our filings with the Securities and Exchange Commission. Among the factors that could cause results to differ materially are those risks discussed in our Form 10-K for the year ended December 31, 2005 as filed with the SEC.

 



 

MarkWest Hydrocarbon, Inc.

Statement of Operations

(in thousands, except per share amounts)

 

 

 

Three Months Ended March 31,

 

 

 

2006

 

2005

 

 

 

(in thousands)

 

 

 

 

 

 

 

Revenues

 

$

240,880

 

$

138,260

 

Derivatives

 

(1,259

)

93

 

Total Revenue

 

239,621

 

138,353

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Purchased product costs

 

181,167

 

104,699

 

Facility expenses

 

13,704

 

9,260

 

Selling, general and administrative expenses

 

11,376

 

8,102

 

Depreciation

 

7,378

 

4,741

 

Amortization of intangible assets

 

4,016

 

2,095

 

Accretion of asset retirement obligation

 

25

 

10

 

Impairments

 

 

 

Total operating expenses

 

217,666

 

128,907

 

 

 

 

 

 

 

Income from operations

 

21,955

 

9,446

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

Income from unconsolidated subsidiary

 

945

 

 

Interest income

 

406

 

249

 

Interest expense

 

(11,044

)

(3,704

)

Amortization of deferred financing costs (a component of interest expense)

 

(825

)

(536

)

Dividend income

 

106

 

92

 

Miscellaneous income (expense)

 

2,242

 

87

 

Income (loss) from continuing operations before non-controlling interest in net income of consolidated subsidiary and income taxes

 

13,785

 

5,634

 

 

 

 

 

 

 

Income tax (expense) benefit

 

 

 

 

 

Current

 

493

 

 

Deferred

 

(902

)

(770

)

Income tax (expense) benefit

 

(409

)

(770

)

 

 

 

 

 

 

Non-controlling interest in net income of consolidated subsidiary

 

(10,544

)

(3,325

)

 

 

 

 

 

 

Net income

 

$

2,832

 

$

1,539

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

Basic

 

$

0.26

 

$

0.14

 

Diluted

 

$

0.26

 

$

0.14

 

 

 

 

 

 

 

Weighted average number of outstanding shares of common stock:

 

 

 

 

 

Basic

 

10,821

 

10,766

 

Diluted

 

10,923

 

10,917

 

 



 

MarkWest Hydrocarbon, Inc.

Segment Income (Loss)

(in thousands)

 

 

 

MarkWest
Hydrocarbon
Standalone

 

MarkWest
Energy
Partners

 

Eliminating
Entries

 

Total

 

 

 

(in thousands)

 

Three Months Ended March 31, 2006:

 

 

 

 

 

 

 

 

 

Revenues

 

$

100,593

 

$

156,743

 

$

(17,715

)

$

239,621

 

Purchased product costs

 

$

92,025

 

$

100,797

 

$

(11,655

)

181,167

 

Net operating margin

 

8,568

 

55,946

 

(6,060

)

58,454

 

Facility expenses

 

5,770

 

13,994

 

(6,060

)

13,704

 

Selling, general and administrative expenses

 

3,038

 

8,338

 

 

11,376

 

Depreciation

 

205

 

7,173

 

 

7,378

 

Amortization of intangible assets

 

 

4,016

 

 

4,016

 

Accretion of asset retirement and sublease obligations

 

 

25

 

 

25

 

Income (loss) from operations

 

$

(445

)

$

22,400

 

$

 

$

21,955

 

 

 

 

 

 

 

 

 

 

 

March 31, 2006:

 

 

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash

 

$

11,809

 

$

26,823

 

$

 

$

38,632

 

Marketable securities

 

6,378

 

 

 

6,378

 

Current assets

 

78,222

 

118,011

 

(6,707

)

189,526

 

Total assets

 

110,779

 

1,019,322

 

(34,624

)

1,095,477

 

Current liabilities

 

32,601

 

119,109

 

(6,706

)

145,004

 

Total debt

 

 

592,500

 

 

592,500

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2005:

 

 

 

 

 

 

 

 

 

Revenues

 

$

64,521

 

$

89,637

 

$

(15,805

)

$

138,353

 

Purchased product costs

 

53,821

 

60,785

 

(9,907

)

104,699

 

Net operating margin

 

10,700

 

28,852

 

(5,898

)

33,654

 

Facility expenses

 

5,827

 

9,331

 

(5,898

)

9,260

 

Selling, general and administrative expenses

 

3,463

 

4,639

 

 

8,102

 

Depreciation

 

415

 

4,326

 

 

4,741

 

Amortization of intangible assets

 

239,621

 

2,095

 

 

241,716

 

Accretion of asset retirement and lease obligations

 

 

10

 

 

10

 

Income from operations

 

$

(238,626

)

$

8,451

 

$

 

$

(230,175

)

 

 

 

 

 

 

 

 

 

 

March 31, 2005:

 

 

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash

 

$

21,364

 

$

15,184

 

$

 

$

36,548

 

Marketable securities

 

20,544

 

 

 

20,544

 

Current assets

 

74,485

 

51,231

 

(9,570

)

116,146

 

Total assets

 

104,433

 

557,828

 

(33,892

)

628,369

 

Current liabilities

 

27,410

 

54,611

 

(9,570

)

72,451

 

Total debt

 

 

265,000

 

 

265,000

 

 



 

MarkWest Hydrocarbon, Inc.

Segment Balance Sheet

(in thousands)

 

 

 

MarkWest

 

MarkWest

 

 

 

 

 

 

 

Hydrocarbon

 

Energy

 

Eliminating

 

 

 

 

 

Standalone

 

Partners

 

Entries

 

Consolidated

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

11,809

 

$

26,823

 

$

 

$

38,632

 

 

 

 

 

 

 

 

 

 

 

Marketable securities

 

6,378

 

 

 

$

6,378

 

Receivables

 

30,255

 

78,615

 

(6,707

)

$

102,163

 

Inventories

 

10,539

 

5,517

 

 

$

16,056

 

Other

 

19,241

 

7,056

 

 

$

26,297

 

Total current assets

 

78,222

 

118,011

 

(6,707

)

189,526

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

1,620

 

499,315

 

 

500,935

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment in and advances to other equity investee

 

7,191

 

199

 

(7,191

)

199

 

Other assets

 

3,020

 

401,797

 

 

404,817

 

Total assets

 

90,053

 

1,019,322

 

(13,898

)

1,095,477

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

30,626

 

114,432

 

(6,707

)

138,351

 

Fair value of derivative instruments

 

1,499

 

1,027

 

 

2,526

 

Deferred income taxes

 

477

 

 

 

477

 

Current portion of long term debt

 

 

3,650

 

 

3,650

 

Total current liabilities

 

32,602

 

119,109

 

(6,707

)

145,004

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

588,850

 

 

588,850

 

Non-controlling interest in consolidated subsidiary

 

508

 

 

302,972

 

303,480

 

Other long-term liabilities

 

15,127

 

1,200

 

 

16,327

 

Total liabilities

 

48,237

 

709,159

 

296,265

 

1,053,661

 

 

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

41,816

#

310,163

 

(310,163

)

41,816

 

Total liabilities and stockholders’ equity

 

$

90,053

 

$

1,019,322

 

$

(13,898

)

$

1,095,477

 

 



 

MarkWest Hydrocarbon, Inc.

Segment Balance Sheet (continued)

(in thousands)

 

 

 

 

December 31, 2005

 

 

 

MarkWest

 

MarkWest

 

 

 

 

 

 

 

Hydrocarbon

 

Energy

 

Eliminating

 

 

 

 

 

Standalone

 

Partners

 

Entries

 

Consolidated

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

863

 

$

20,105

 

 

$

20,968

 

Marketable securities

 

6,070

 

 

 

6,070

 

Receivables

 

38,922

 

117,978

 

(11,361

)

145,539

 

Inventories

 

26,946

 

3,554

 

 

30,500

 

Other

 

20,020

 

6,861

 

 

26,881

 

Total current assets

 

92,821

 

148,498

 

(11,361

)

229,958

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

1,737

 

492,961

 

 

 

494,698

 

Investment in and advances to other equity investee

 

6,668

 

182

 

(6,668

)

182

 

Other assets

 

3,014

 

404,452

 

 

407,466

 

Total assets

 

104,240

 

1,046,093

 

(18,029

)

1,132,304

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

43,247

 

133,088

 

(11,361

)

164,974

 

Fair value of derivative instruments

 

 

728

 

 

728

 

Deferred income taxes

 

362

 

 

 

362

 

Current portion of long term debt

 

 

2,738

 

 

2,738

 

Total current liabilities

 

43,609

 

136,554

 

(11,361

)

168,802

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

7,500

 

601,262

 

 

608,762

 

Non-controlling interest in consolidated subsidiary

 

508

 

 

300,507

 

301,015

 

Other long-term liabilities

 

12,641

 

1,102

 

 

13,743

 

Total liabilities

 

64,258

 

738,918

 

289,146

 

1,092,322

 

 

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

39,982

 

307,175

 

(307,175

)

39,982

 

Total liabilities and stockholders’ equity

 

$

104,240

 

$

1,046,093

 

$

(18,029

)

$

1,132,304

 

 



 

MarkWest Hydrocarbon, Inc.

Operating Statistics

 

 

 

Three Months Ended March 31,

 

 

 

2006

 

2005

 

MarkWest Hydrocarbon Standalone:

 

 

 

 

 

Marketing

 

 

 

 

 

NGL product sales (gallons)

 

49,967,000

 

52,164,000

 

 

 

 

 

 

 

Wholesale

 

 

 

 

 

NGL product sales (gallons)(1)

 

27,196,000

 

19,672,332

 

 

 

 

 

 

 

MarkWest Energy Partners:

 

 

 

 

 

Southwest:

 

 

 

 

 

East Texas (2)

 

 

 

 

 

Gathering systems throughput (Mcf/d)

 

346,000

 

287,000

 

NGL product sales (gallons)

 

35,436,000

 

27,612,000

 

 

 

 

 

 

 

Oklahoma

 

 

 

 

 

Foss Lake gathering systems throughput (Mcf/d)

 

87,600

 

67,000

 

Arapaho NGL product sales (gallons)

 

18,417,000

 

15,217,000

 

 

 

 

 

 

 

Other

 

 

 

 

 

Appleby gathering systems throughput (Mcf/d)

 

33,500

 

28,000

 

 

 

 

 

 

 

Other gathering systems throughput (Mcf/d)

 

19,100

 

17,000

 

Lateral throughput volumes (Mcf/d)(3)

 

49,700

 

52,000

 

 

 

 

 

 

 

Appalachia:

 

 

 

 

 

Natural gas processed for a fee (Mcf/d)(4)

 

205,000

 

210,000

 

NGLs fractionated for a fee (Gal/day)

 

449,000

 

462,000

 

NGL product sales (gallons)

 

10,482,000

 

10,765,000

 

 

 

 

 

 

 

Michigan:

 

 

 

 

 

Natural gas processed for a fee (Mcf/d)

 

6,300

 

6,900

 

NGL product sales (gallons)

 

1,449,000

 

1,563,000

 

Crude oil transported for a fee (Bbl/d)

 

14,000

 

14,100

 

 

 

 

 

 

 

Gulf Coast:(5)

 

 

 

 

 

Natural gas processed for a fee (Mcf/d)

 

120,000

 

NA

 

NGLs fractionated for a fee (Gal/day)

 

820,000

 

NA

 


(1)   Represents sales from our wholesale business.  Volumes are for the period since the Company started the line of business in February 2004.

(2)   The Partnership acquired its East Texas System in late July 2004.  Volumes are for the periods of time since the facility was acquired in 2004.

(3)   The Partnership acquired its Lubbock pipeline (a/k/a the PowerTex Lateral Pipeline) in September 2003 and its Hobbs lateral pipeline in April 2004.  The Lubbock and Hobbs pipelines are the only laterals owned that produce revenue on a per-unit-of-throughput basis.  We receive a flat fee from our other lateral pipelines and, consequently, the throughput data from these lateral pipelines is excluded from this statistic.

(4)   Includes throughput from our Kenova, Cobb, and Boldman processing plants.

(5)   The Partnership acquired its Javelina gathering system in November 2005.  Volumes are for the periods of time since the facility was acquired in 2005.

 


EX-99.2 3 a06-11547_1ex99d2.htm EX-99

 

Exhibit 99.2

 

MARK WEST HYDROCARBON, INC.

First Quarter Results Conference

May 9, 2006, 2:00 p.m. MT

 

 

Operator

 

Good afternoon, ladies and gentlemen, and welcome to MarkWest Hydrocarbon’s conference call regarding their 2006 first quarter earnings. At this time all participants are in a listen-only mode. Following today’s presentation instructions will be given for the question and answer session. If anyone needs assistance during the conference, please press the star followed by the zero. As a reminder, this conference is being recorded on Tuesday, May 9, 2006.

 

I would now like to turn the conference over to the President and Chief Executive Officer of MarkWest Hydrocarbon, Mr. Frank Semple. Please go ahead sir.

 

Frank Semple, President and Chief Executive Officer

 

Thanks, Todd, good afternoon everybody and thanks for joining us this afternoon to review the first quarter results for MarkWest Hydrocarbon. Hopefully you’ve all had a chance to review our earnings release which was issued yesterday.

 

Joining for the call this afternoon are Nancy Masten, Chief Accounting Officer; Jim Ivey, Chief Financial Officer; Randy Nickerson, Senior Vice President of Corporate Development; and Andy Schroeder, VP of Finance and Investor Relations.

 

First, let me remind everybody that matters discussed on this call will include forward looking statements which are not guarantees for future performance. Actual results could vary significantly from those expressed or implied and such statements are subject to a number of risks and uncertainties. Factors that could cause our actual results to differ from our expectations are included in our periodic reports that we file with the SEC.

 

This afternoon I’m going to give you a brief overview of our performance for the first quarter on a consolidated basis including the key points that were covered last week during the MarkWest Energy Partners earnings call. Nancy and I will then review the results of MarkWest Hydrocarbon on a standalone basis and then prior to turning to the questions, I also want to reinforce a few changes to our investor relations program, which are designed to improve our communications and transparency for all our investors and analysts.

 

Turning now to MarkWest Hydrocarbon on a consolidated basis. In our first quarter 2006 earnings release we reported net income of $2.8 million for the first quarter of ‘06. This is compared to net income of $1.5 million for the same period last year.

 

Our ownership interest in MarkWest Energy Partners contributed $3.3 million while our standalone operations reported a net loss of a half million dollars.

 

1



 

As indicated in the MarkWest Energy Partners earnings release, we had an extremely good quarter primarily as a result of continued strong performance from our Southwest business unit operations, the first full quarter impact of the Javelina plant which we acquired in November of last year and the January 1 startup of our new Carthage gas processing plant and NGL pipeline.

 

All of our Energy Partner segments reported improved segments, operating income compared to the fourth quarter of ‘05 and we’re also very excited about the growth opportunities for all our business units.

 

Appalachia continues to generate steady cash flow and we’re evaluating various projects with the customers, which could further expand our volumes. The Southwest business unit which includes our significant presence in western Oklahoma and east Texas has experienced continuous growth over the past year and our strong relationship with our producer customers continues to drive expansion projects required to keep pace with their very aggressive drilling programs.

 

Javelina is the anchor facility in our Gulf Coast business unit and as indicated in our first quarter results, these assets are performing above our expectations.

 

Now I’d like to discuss the distribution growth that Hydrocarbon has experienced over the last few years and will continue to experience from its investment in MarkWest Energy Partners.

 

Over the past 24 months, distribution growth and its impact on our incentive distribution rights have become the primary drivers for MarkWest Hydrocarbon’s value and this will be a continuing trend. Since August ‘04 when the quarterly distribution per unit in MarkWest Energy Partners was 74 cents per unit, just shy of the 50% IDR level through this quarter’s distribution, our share of distributions attributable to our general partner’s interest including IDRs has grown from just under $400,000 to in excess of $2.1 million. This is a 540% increase over a two-year period.

 

While this growth rate is not sustainable on a percentage basis it is a good indication of the power of the IDRs. It’s also worth noting that $1.9 million of the May distribution is due to the IDRs as compared to $1.3 million from the February 2006 distribution. This is nearly a 50% increase.

 

This significant growth in cash received from the partnership has allowed us to both strengthen our balance sheet and also establish a durable dividend policy for our shareholders and also strengthen our balance sheet. (That’s a little bit redundant, isn’t it.) But bottom line is that cash that we received in the partnership has brought a tremendous amount of benefit to our balance sheet and I’ll talk about that in a second. Also, it’s allowed us to do what we’ve been trying to do over past couple of years and that’s to put in place a durable dividend policy for our shareholders.

 

During that same two-year period we’ve increased our quarterly dividend from 2.5 cents per share in May 2004 to the current 17.5 cents per share. We’re also in a much better position to manage our NGL marketing business from a credit, a risk and a margin basis.

 

I’d also like to address briefly the SG&A situation. We believe the absolute level of our SG&A is too high. There’s no doubt about that. We continue to work to reduce the current level. More importantly, the strength and magnitude of cash flow coming from MarkWest Energy means that our dividend growth in the future will not be affected by the frac spread business or our ongoing level of SG&A.

 

2



 

With that broad overview, let me now turn the discussion over to Nancy to cover our financials.

 

Nancy Masten, Senior Vice President and Chief Accounting Officer

 

Thank you, Frank. Frank’s already touched on the MarkWest Energy Partner’s contribution to our net income for the quarter but just to reiterate, our share of net income was $3.3 million of the partnership’s total net income of $13.9 million.

 

From a Hydrocarbon standalone perspective, regarding our frac spread. For the first quarter of 2006, our realized frac spread declined significantly compared to the prior year. The realized frac spread in the first quarter of ‘05 was approximately 25 cents per gallon as compared to the approximately 9 cents per gallon realized in the first quarter of ‘06.

 

Regarding our long-term shrink obligations. As you’ll recall in our last quarter’s call, we discussed our long-term shrink account and its impact on our financial results. Our shrink obligation’s approximately 1 bcf, so $1.00 per mcf movement in natural gas prices has a $1.0 million non-cash impact on revenue. When gas prices are moving up, the result is a decrease in revenue and when gas prices are moving down, the result in an increase in revenue.

 

For the quarter ended March 31, 2006, this adjustment has increased revenue and resulting net operating income by $4.2 million as gas prices declined from $11.77 on January 1, 2006 to $7.61 per mmbtu on March 31.

 

Regarding our derivative activity. Our activity reflected $1.5 million of non-cash mark to market loss for the first quarter of 2006. There were no realized gains for the quarter and there was derivative mark to market in the first quarter of ‘05. The cumulative non-cash mark to market effect is therefore the same $1.5 million loss and this amount is reflected in the current liability portion of the standalone segment on our balance sheet as fair value of derivative instruments.

 

As we’ve previously stated, we no longer have any accounting activity under hedge accounting and we mark all of our positions to market. This treatment does create some volatility in our earnings but this is outlined fully in our financial statements and in our earnings release disclosures.

 

Turning now to SG&A expense. For the quarter ended March 31, 2006, Hydrocarbon standalone SG&A was $3.0 million, down from $3.5 million for the quarter ended in the comparable period 2005. Non-cash compensation was $0.7 million in 2006 compared to $1.3 million in 2005. Cash SG&A increased by about $100,000 compared to the first quarter of 2005. Our current run-rate, approximately $2.0 million per quarter.

 

I’d like to wrap up the financial portion with a brief discussion of the balance sheet. As of March 31, MarkWest Hydrocarbon standalone had $18.2 million of cash and marketable securities. The company had no debt outstanding. Our standalone working capital position as of March 31 was $47.1 million compared to $49.2 million at 12/31/05 at which point we also had $7.5 million of debt outstanding not included in this working capital amount.

 

Total assets have remained consistent at the $1.1 billion level compared to 12/31/05.

 

3



 

That’s it for the financial discussion. Frank, I’ll turn it back to you.

 

Frank Semple, President and Chief Executive Officer

 

Thanks, Nancy. Now prior to turning to your questions, I also want to mention that we continue to focus on opportunities to capture additional upside and mitigate downside exposure in the execution of an ongoing hedging program. We continued to experience negative impact on our frac spread business during the first quarter primarily due to the high post-hurricane natural gas prices. However, the overall price environment for ‘06 is very positive and we continue to take advantage of the forward market to lock in favorable commodity prices and fractionation margins.

 

We’ve mitigated approximately 40% to 45% of our next 12 month’s exposure through the restructuring of the producer keep hold agreements that we’ve talked about previously and had the direct frac spread hedges. The hedges have been executed spread north of 30 cents per gallon through the remainder of this year and through the first quarter of next year. The bottom line is that we will continue to execute a proactive hedging program as a part of our ongoing end yield marketing business.

 

On the investor’s relations front that I mentioned earlier, we are in the process of installing a toll free hotline which will ring directly into Andy’s administrative assistant who will either be able to handle your call directly or be able to refer you to the appropriate individual for a prompt response to your question. Our goal is for you to have same day response to all your questions. The phone number is going to be available on our website within the next several days.

 

I’m also pleased to announce that we’ll be holding our investor conference in New York during the last week of June, which will allow us to provide you an update of the company’s activities to date. We will continue to have these types of investor forums on a routine basis. We feel that these changes will improve our lines of communications with the investors and analysts so please let us know when you have any questions or suggestions.

 

That broad overview completes our discussions on Hydrocarbon. Todd, I’ll turn it back to you to manage the questions.

 

Operator

 

Thank you, sir. Ladies and gentlemen, at this time we will begin the question and answer session. If you have a question, please press the star followed by the one on your touchtone phone. If you would like to decline from the polling process, press the star followed by the two. You will hear a three-tone prompt acknowledging your selection and your questions will be polled in the order they are received. If you are using a speakerphone you will need to lift the handset before pressing the numbers. One moment please for the first question.

 

At this time there are no questions in the queue. I’ll turn the call back over to management for any closing comments.

 

Frank Semple, President and Chief Executive Officer

 

That’s a surprise but again I appreciate all of you participating on today’s call and like I said we look

 

4



 

forward to getting together with you in June at the investor conference. Thanks a lot for your time today.

 

Operator

 

Ladies and gentlemen, this concludes the MarkWest Hydrocarbon 2006 first quarter earnings conference call. We thank you again for your participation. You may now disconnect.

 

5


GRAPHIC 4 g115471mmi001.jpg GRAPHIC begin 644 g115471mmi001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#C69@Q^8]? M6DW-_>/YT-]X_6I+:UGO9U@MHFEE;HBC)-?4:):GSFKV(]S?WC^=&YO[Q_.M M7_A%-?\`^@3/YT;F M_O'\Z?;V\UW.L%O&TLK_`'449)K2_P"$4U__`*!-Q_WP:;E%;L2C)[(RMS?W MC^=&YO[Q_.K-]IE]IK*E];/`SC*AQC-5::::NA--:,7/YT;F_O'\ZU?^$4U M_P#Z!-Q_WP:#X5U\#/\`9-S_`-\&H]I#NBO9S[&5N;^\?SHW-_>/YU/=:?>V M/_'W:30>\B$"JX&2`.IX%6FGL2TUN+N;^\?SHW-_>/YUJ+X7UYT#KI5P589! MV'FJ=[I]YITHBO;=X)&&0KC!Q4J<6[)C<))7:*^YO[Q_.C/3G=3T*G(JI?Z)J.F%!>P>29#M52>/YT;F M_O'\ZV5\'>()$#QZZK(T5E#YKJ,E/YUM#P;XA90R::[J>C*<@T[_A"/$O_`$"I:7M:?=#] ME4[&'N;^\?SHW-_>/YUN'P1XE'/]E2UCW5K/97+VUS&8Y4.&4]J<9QELQ2A* M.Z(]S?WC^=&YO[Q_.KFF:-J.LS&+3[5IBOWF'W5^I[5HW'@G78(6E2WBN0GW MA;R"1A^`I.I"+LV-4YM72,+[L+JPF6&[A:&1AD(PP:TU\ M&>(W0.NER;2,YIN<4KMB4)MV2,7)B3I.F9/_+6?_VG6_J.@:KI$:R: MA9O`C'`+=S6!XF_Y!&F?]=9__:=/UKLOA9:^=XK,Y M&1!"WYFN-;[Q^M>F_""TQ%J%X1]YE13],YJ\5+EHLC#1O51Z77EOQ?A(NM/G M[$%?ZUZ3<7BP7$$)ZS-@5Q7Q7LGO-/TU(ES(USL&/<8KRL*^6M%L]/$*])HR MOA/H?FW$VM2I\L>8X21U/>O4ZR-+LX/#7AV"VP!Y2`-C^)SU_,UJHVZ)7(QD M9K.O4]I-R+HP5."B>.?%2\^T>*4@!RL$(&/0YKE](TR;6=5M]/@!W3-@D?PK MW-7?&-V+SQ9J,P.5$I5?H*[SX5^'OL]F^M7"8EG^6'(Y5?7\:]9S]AAT^MCS M%#VU=G=Z=8PZ;I\-G`H6.%`H`K*\;6GVWPE?PXR=FX?@B<_UK>O8A/8SQ$9#QLOYBO(7-&2F_4]1VDG%'S8IRH->K?"&TV:9 M?71',DH4'V`KRZXB-M9@X M_O?0Z&^O[33+5KJ]G2"%>KN>!5.Q\2Z)J5P+>RU*">4C(16Y-9_C?0;WQ%HR MV-E+'&2^7+YP17.>%_AG=Z5K,.HWUY&1"O,A"DZ;E*6O8]"4ZBFE M%:'?7UC:ZA;/!=0)+&ZD$,,UX)_9JIXN&FPG.H)YOF.YI7_+BNK"/IXDW1V5H%22<^-OB(UP9-,T27;']V6Y7JWLO\` MC5_XL3:I#:6WDS,EA(2LJH<9/O[5Y77?A,.I_O)ZG%BJ[A^[CH>@_"O7YHM3 METFXG=XIEWQ[V)PWH*R?B18SV7BR:1Y':.Y'FIEB0.V!^5<_I5^^EZK:WT9P MT$@:O3OB78IJOABVUBW`;R,/N'=6XK:25+$J721E%NI0:ZHS?A1KDWVV?2)Y MGD1U\R(.Q.,=<5SOCZPFT_Q7KO@22'1;2]\3W2Y2W*PQ M>Y;@UT7Q0T]=0T*SUJ$9,8&XC^XPS474,5IL]/F79SP]GNCB/!EG+?>*;... M5XE1O,D96(PJ\\_E4?BG69M9\1W=T9G,0D*0C<KZZ>))0 M+6W/OWQ^!KD@,`5U12E4^IZ]\+KJXF\+7"RS._E.0A9B2., MUYEOUKTGX4#=X:NQG&9>OX5R,W@0L#[$4OB748M6UV>_B MZ3!2?K@`_K75:5X*ALK'4=0GU*UO?)M7"1P\X..IK@!R!753=.FZ[;7&@_#.TCTO=&)L&YECX8Y]Q7G^G:O?Z3>)=V=U*LB'."Y(;V(KT3 MP/XRL;W34T#6M@8+Y<;2?=D7T/O5?Q-\+BH>\T!@RGDVQ_\`937+3J*G)TZJ MWZ]SIJ0E-*=-[&%XTU"#6M1TK58V`%Q$/,&?ND$`U%XN\4WVI:U(MK?2QVD. M$B6)RH(QUXKG)8Y89&AF1HWC."C<%33*ZX48JWDU341XAOL:A_#4UC8>'+&W-S$&6%=PW#KCFECW^[2'@E[ M[91\17WD^,=`M0?]:Y)%='/"\Z!S"VY,]C7F/BW5XW^)6ENDJM':E1N M!X&>:])FU>P@MWF:ZBPBEC\P]*\^I!QC"W8[J@KL/%^L6L M'A34'BN8VD,1"@-DDTZE)QG&G_6HH5+Q] MQ1V^FV"QIB."WCP/90*X7X9:99Z5I3:E=3Q+MJ[=:JJ<=D944J5-S>[//M3UU]6\;)J9;"+'^,+,VO MBR_@"XWREE'UKW+1+9;/1;.!1@+"OYXKS+QM:V]S\0M/DCEC,=PT89@W`QUS M7J"7]BB*@NHL*,??%1B9N5."\C3#Q49S9SOBSQ[#X7U"*S:R>X:2/>2K@8&: MT/"OBJV\4V4?$&^6^\7W+(X=(@(P1TKL?A5):VN@SR2 MSQH\DQR&;!P*=3#PCAU*VHH5Y2K./0T?B3HUE=>'+B_DB475NNY)1U^E6; M`#-@X`H@VL*_4))/$([V_O(]/L)[R7)2!"[8]!7/^"O%W_"4PW321K%)#)@( M/[IZ&H_'NKVT?A*[$-Q&SR83"MD\UYGX%UK^P_$MO)(VV"?]U*3T`/>HI8?G MHREU*J5^2K&/0]HUW28-;TBXL)T#"13M]F['\Z^>[NUEL;N:TG&)(7*-]17T M5_:5CC_C[B_[[%>5?$_3+=-3CU:TEC=;@;950YPP[_C6F!J.,N1]2,934H\R MZ'"UZYX%NE\0^!I]*F(>2!6AP?3'!_.O(ZZ[X;:RNE>)#%-((X+J,JS-T!'( MKNQ4.:G=;K4XL+/EJ6>S'>+X?[!T'3O#`8>8A::XQW)Z5U_A"=?%/@";3)CN MDC0PMG\Q7FOBC4VU?Q)>W9;?]=#_`"KRFX1? MM4W'_+1OYUZ[X$AMM!\/R6U]J%JL\[%BJR`[>U<9/X"N6N97CUG2RC.2I-Q@ MX_*N.C4C&K-M[G75A)TX)=#GM,U*;2I)G@Z3PM$Z]B",572WD=594(1F"!CT MR>U=1%\/YVD`EUO3$3NRSY(_#%0^,18Z=]BT72YA-#:KODD!SOV<^GWDEIT?3O%&FV%[:ZC:P:J;==T4C[?-'O[UAZ=X"U1[M'U![>TM(V#22M)V]J MQE4I5:=JF_\`6QK&%2G.\-CHOBQH]L+>VUJ%561W$;D?Q@\@UYG7:?$#Q1;: MN]OI>G2>9:6F,R=G8<<>U<=%&TTJQICO_`/(P7_\`UV;^=>C?#FTB\/6MW)J-]:QR7##:@ER0!ZUQ?BO1)K;5 M;R]CN+>>VD/UI*ZSENT*2 M2LDA'NYIM%%@NQ0S+]UF7_=.*4NY&#(Y'H6)IM%%@NQWF/VD M<#V8TA9F^\S-_O'-)118+L*=YC_\])!_P,TVB@5["EV)R78D="6.12^9)_SU MD_[[--HHLAW8I))R22?4F@,XX5G'LI/]*2ND^'\44_B^VCFC61"K95AD5-27 M+%R[%0CS22[G.EI2,$RD>AW8H#N!@.X'H&(KU_Q3*VFVU\T,>C^3%'Q$P'F_ MSZUS5IX"TEK#3KR^U9X/MX^5-I)+'L*YH8J+C>2L=,L/)2LF<*7<\,[L/0L3 M3:[F#X;NVO7UG+=XM+-%3&.8X_P!7C.3^E6MW+Y4\HC=)/O+DXJU=^"-$T'4[1+O53))).@6WQRP)[UI]:IVT,_JT M[ZGGV2>2S?\`?1I,G^\W_?1KTGQ)X6T?4?&UMI=K)]ED>'=)'&N`!ZU1NOA] MIXTV_>PU4W%W8MMD0J0`?2DL53:5]+C>'J)NQPF3_>;_`+Z-'Y_C7?V7PWMF ML;1K^]DCN;Q-RA!\L?UJ'2_ARMT^I17M^(&L9`N\?=*D9S3^M4M=1?5JNAPV M3G.3D=#GI4C3SNNQYY67T,A(KM],\!:7J(N[B+4VGMX92D:1'YV''/Z_I7,> M(-)CT?5GM+>62>,`$,T94_K50K4YRY5N3*E.$>9F7]*7D=B/J,5-9`&_MP1D M&5<@_6NT^*EO;6M]IZP11Q;HLG:,9JI5.6:A;+[>QMO$]W%IH`M@W1?N@]P/:N7\3?\ M@C3/^NL__M.L\5+FP]_0O#1Y:UB^WWC]:2KS:-JA8_\`$OGZ_P!VD_L;5/\` MH'S_`/?-=G-'N/<.278I45=_L;5/\`H'S_`/?- M']C:I_T#Y_\`OFCGCW#DEV*5%7?[&U3_`*!\_P#WS1_8VJ?]`^?_`+YHYX]P MY)=BE15W^QM4_P"@?/\`]\T?V-JG_0/G_P"^:.>/<.278I5I>'M9;0-8BU%8 M1,8P1L)QG-1?V-JG_0/G_P"^:/[&U3_H'S_]\U,G"2LV5&,XNZ1U-]\0-/OS M+)/X8M7FE&#*Q!;Z]*S[GQF]S9Z1;FR4?V9)O#;OO^WM6-_8VJ?]`^?_`+YH M_L;5/^@?/_WS62I45M^9JZE9_P##'3K\2+I==N=0%DOD74:QR6^_G@8R&[=: MK7OCCS[NRDM;`PPVDOFE'E+F0^A-8/\`8VJ?]`^?_OFC^QM4_P"@?/\`]\T> MQHWO^H>UK6L:5[XEEU+Q;%KB?Z#("!E?FVC^M=^_BS2+:UO;N6]M)7FAVKY, M8$DC8_BQ7EW]C:I_T#I_^^:3^Q-3_P"@=/\`]\U,Z%*=E?8J%:K&^FYWOA/Q M)I_AWP=<22/-*\LAR[L68^IJW_`&+J><_V=/\` M]\T?V-JG_0/G_P"^:NG"$).2>Y%24YI*VQL:SXUN=6T:STZ.)[3[*H'F1R'Y M\#%,\*^+9/#,UR[6HNA_$`WFGPV8TXHL$HD5FE+$X.<$UE:YXG?6?$D.MBV$,D.S; M'G/W?>J']C:I_P!`^?\`[YH_L;5/^@?/_P!\T1ITH[!*I5EN=/UK,U_#G MBN#0K(VTFG><=^]98I/+;Z$CK6UIWC2UU/7KS4M8MH(X!;[8XV`8YQQCUKCO M[&U3_H'S_P#?-']BZI_T#I_^^:4J-*3;ZOS'&K55E;8@$X2_^TJORB4NJ^V< M@5V]U\2[6_VF\\-V]PR#"F1LX_2N/_L;5/\`H'S_`/?-']C:I_T#Y_\`OFKG M"E.W-T\R(2JPO9&NWBV'^S!9QZ1#&RW/GK*#R!G.VF^)_&%UXCEMW5'LUACV M%4D.'YZUE?V-JG_0/G_[YH_L;5/^@?/_`-\TE3I)W&YU6K%[5/$,6HZ'9Z:F MG1P/;?>G7[TGUKEO$W_((TS_`*ZS_P#M.MO^QM4_Z!\__?-9/BVUN;72],6Y M@>$F2?`<8S_JZY\4H1H-1-\-SNJG(Y:BBBO&/5"BBB@`HHHH`****`"BBB@` MHHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"B - -BB@`HHHH`****`/_V3\_ ` end
-----END PRIVACY-ENHANCED MESSAGE-----