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, 2013
MARKWEST ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
|
001-31239 (Commission File Number) |
|
27-0005456 (I.R.S. Employer Identification Number) |
1515 Arapahoe Street, Tower 1, Suite 1600, Denver CO 80202
(Address of principal executive offices)
Registrants telephone number, including area code: 303-925-9200
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, 2013, MarkWest Energy Partners, L.P. (the Partnership) announced its consolidated financial results for the three months ended March 31, 2013. A copy of the Partnerships earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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.
The earnings release furnished with this Current Report on Form 8-K utilizes the Non-GAAP financial measures of Distributable Cash Flow (DCF), Adjusted EBITDA, and Operating Income before Items Not Allocated to Segments. In general, we define DCF as net income (loss) adjusted for (i) depreciation, amortization, impairment, and other non-cash expense; (ii) amortization of deferred financing costs and discount; (iii) loss on redemption of debt net of current tax benefit; (iv) non-cash (earnings) loss from unconsolidated affiliates; (v) distributions from (contributions to) unconsolidated affiliates (net of affiliate growth capital expenditures); (vi) non-cash compensation expense; (vii) non-cash derivative activity; (viii) losses (gains) on the disposal of property, plant, and equipment (PP&E) and unconsolidated affiliates; (ix) provision for deferred income taxes; (x) cash adjustments for non-controlling interest in consolidated subsidiaries; (xi) revenue deferral adjustment; (xii) losses (gains) relating to other miscellaneous non-cash amounts affecting net income for the period; and (xiii) maintenance capital expenditures net of joint venture partner contributions. We define Adjusted EBITDA as net income (loss) adjusted for (i) depreciation, amortization, impairment, and other non-cash expense; (ii) interest expense; (iii) amortization of deferred financing costs; (iv) loss on redemption of debt; (v) losses (gains) on the disposal of PP&E and unconsolidated affiliates; (vi) non-cash derivative activity; (vii) non-cash compensation expense; (viii) provision for income taxes; (ix) adjustments for cash flow from unconsolidated affiliates; (x) adjustment related to non-guarantor, consolidated subsidiaries; and (xi) losses (gains) relating to other miscellaneous non-cash amounts affecting net income for the period. We generally define Operating Income before Items Not Allocated to Segments as (i) revenue, excluding derivative gains and losses and adjusted for certain revenue deferral adjustments less; (ii) purchased product costs, excluding derivative gains and losses less; (iii) facility expenses, adjusted for certain non-cash items not allocated to segments and certain interest payments allocable to the segments less; ( iv) the portion allocable to non-controlling interests.
DCF is a financial performance measure used by management as a key component in the determination of cash distributions paid to unitholders. We believe distributable cash flow is an important financial measure for unitholders as an indicator of cash return on investment and to evaluate whether the Partnership is generating sufficient cash flow to support quarterly distributions. In addition, DCF is commonly used by the investment community because the market value of publicly traded partnerships is based, in part, on distributable cash flow and cash distributions paid to unitholders.
Adjusted EBITDA is a financial performance measure used by management, industry analysts, investors, lenders, and rating agencies to assess the financial performance and operating results of the Partnerships ongoing business operations. Additionally, we believe Adjusted EBITDA provides useful information to investors for trending, analyzing, and benchmarking our operating results from period to period as compared to other companies that may have different financing and capital structures.
Operating Income before Items Not Allocable to Segments is a financial performance measure used by management to evaluate the performance of the operating segments in order to make decisions and allocate resources.
Cautionary Statements
This filing includes forward-looking statements. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. 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 the periodic reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December
31, 2012. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading Risk Factors. We do not undertake any duty to update any forward-looking statement except as required by law.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description of Exhibit |
99.1 |
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Press release dated May 8, 2013, reporting 2013 1st quarter financial results. |
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.
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MARKWEST ENERGY PARTNERS, L.P. | |
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(Registrant) | |
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| |
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|
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By: |
MarkWest Energy GP, L.L.C., |
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Its General Partner |
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Date: May 8, 2013 |
By: |
/s/ NANCY K. BUESE |
|
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Nancy K. Buese |
Exhibit 99.1
MarkWest Energy Partners, L.P. |
Contact: |
Frank Semple, Chairman, President & CEO |
1515 Arapahoe Street |
|
Nancy Buese, Senior VP and CFO |
Tower 1, Suite 1600 |
|
Josh Hallenbeck, VP of Finance & Treasurer |
Denver, Colorado 80202 |
Phone: |
(866) 858-0482 |
|
E-mail: |
investorrelations@markwest.com |
MarkWest Energy Partners Reports First Quarter Financial Results, Record Volumes and Increases Common Unit Distribution
· Acquired Granite Wash midstream assets from Chesapeake Energy in Texas Panhandle and Western Oklahoma for $245 million and entered into long-term fee-based gathering and processing agreements.
· Placed into service four additional processing facilities with combined capacity of 645 MMcf/d. The Partnership has 18 major processing and fractionation projects currently under construction, which are expected to be completed by the end of 2014.
· Executed an agreement with Antero Resources to expand the Sherwood processing complex by 200 MMcf/d, bringing total capacity in the Marcellus Shale to 3.2 Bcf/d by the end of 2014.
· Executed agreements with four producers in the Utica Shale, bringing total producers under contract to six.
· Executed long-term fee-based agreement with Newfield Exploration to acquire and develop rich- gas gathering facilities in the Eagle Ford Shale.
· Fee-based net operating margin increased from 39 percent to 58 percent when compared to the first quarter of last year.
DENVERMay 8, 2013MarkWest Energy Partners, L.P. (NYSE: MWE) (the Partnership) today reported quarterly cash available for distribution to common unitholders, or distributable cash flow (DCF), of $110.2 million for the three months ended March 31, 2013, compared to $109.2 million for the three months ended March 31, 2012. DCF for the three months ended March 31, 2013 represents 102 percent coverage of the first quarter distribution of $108.4 million or $0.83 per common unit, which will be paid to unitholders on May 15, 2013. The first quarter 2013 distribution represents an increase of $0.01 per common unit or 1.2 percent over the fourth quarter 2012 distribution and an increase of $0.04 per common unit or 5.1 percent compared to the first quarter 2012 distribution. As a Master Limited Partnership, cash distributions to common unitholders are largely determined based on DCF. A reconciliation of DCF to net income, the most directly comparable GAAP financial measure, is provided within the financial tables of this press release.
The Partnership reported Adjusted EBITDA of $140.8 million for the three months ended March 31, 2013, compared to $153.1 million for the same period in 2012. The Partnership believes the presentation of Adjusted EBITDA provides useful information because it is commonly used by investors in Master Limited Partnerships to assess financial performance and operating results of ongoing business operations. A reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure, is provided within the financial tables of this press release.
The Partnership reported (loss) income before provision for income tax for the three months ended March 31, 2013 of ($14.2) million, compared to $20.8 million for the same period in 2012. Income (loss) before provision for income tax includes non-cash gains (losses) associated with the change in fair value of derivative instruments of $9.0 million and ($48.2) million for the three months ended March 31, 2013 and March 31, 2012, respectively, and a (loss) associated with the redemption of debt of ($38.5) million for the three months ended March 31, 2013. Excluding these items, income before provision for income tax for the three months ended March 31, 2013 and 2012 would have been $15.3 million and $69.0 million, respectively.
Our diverse set of midstream assets continues to deliver strong financial results and create opportunities for future growth, said Frank Semple, Chairman, President and Chief Executive Officer. The recent completion of nine major projects since last October and the planned completion of 18 additional major projects over the next year and a half will continue to grow our fee-based income and distributable cash flow for years to come. In addition, we are very pleased with the acquisition of the Chesapeake assets in the Granite Wash and our entrance into the liquids-rich Eagle Ford Shale through our strategic agreement with Newfield Exploration.
BUSINESS HIGHLIGHTS
Liberty:
In February 2013, the Partnership commenced operations of an additional 120 million cubic feet per day (MMcf/d) processing facility at the Mobley complex in Wetzel County, West Virginia. This facility is supported by long-term, fee-based agreements with EQT Corporation (NYSE: EQT), Magnum Hunter Resources Corporation (NYSE: MHR) and other producers. With the completion of the second facility, total processing capacity at Mobley is 320 MMcf/d and in less than six months the utilization of the complex has increased to approximately 70 percent.
· In May 2013, the Partnership commenced operations of Majorsville III, a 200 MMcf/d processing facility in Marshall County, West Virginia. Majorsville III is supported by long-term, fee-based agreements with Consol Energy, Inc. (NYSE: CNX) (CNX) and Noble Energy, Inc. (NYSE: NBL). The facility will also provide additional processing capacity to Range Resources Corporation (NYSE: RRC) (Range), Chesapeake Energy Corporation (NYSE: CHK) (Chesapeake) and other producers prior to the completion of subsequent facilities. The Partnerships first two processing facilities are operating at approximately 90 percent utilization and with the addition of the third facility, total processing capacity of the Majorsville complex has increased to 470 MMcf/d.
· In May 2013, the Partnership commenced operations of Sherwood II, a 200 MMcf/d processing facility in Doddridge County, West Virginia. Sherwood II is supported by long-term, fee-based agreements with Antero Resources (Antero). The Partnerships first 200 MMcf/d facility is operating near full capacity in just over six months and the completion of the second facility brings total processing capacity at the Sherwood complex to 400 MMcf/d.
Utica:
· In February 2013, the Partnership, together with EMG, completed an Amended and Restated Limited Liability Company Agreement (Amended LLC Agreement) for MarkWest Utica EMG. The Amended LLC Agreement increases EMGs capital commitment to MarkWest Utica EMG from $500 million to $950 million. The transaction provides the Partnership with flexibility in the timing of future capital contributions to MarkWest Utica EMG and accelerates the
continued development of critical midstream infrastructure in the highly prospective Utica Shale.
· In February 2013, MarkWest Utica EMG announced the execution of definitive agreements with Rex Energy Corporation (NYSE: REXX) (Rex) to provide gathering, processing, fractionation, and marketing services in the Utica Shale. MarkWest Utica EMG expects to begin providing the full-suite of midstream services for Rex by the end of the second quarter of 2013.
· In March 2013, MarkWest Utica EMG announced the execution of definitive agreements with PDC Energy, Inc. (NASDAQ: PDCE) (PDC) to provide gathering, processing, fractionation, and marketing services in the Utica Shale. MarkWest Utica EMG expects to begin providing the full-suite of midstream services for PDC by the end of the second quarter of 2013.
· In May 2013, MarkWest Utica EMG announced the execution of definitive agreements with CNX and an additional producer to provide processing, fractionation, and marketing services in the Utica Shale.
· In May 2013, MarkWest Utica EMG is commencing operations of Cadiz I, a 125 MMcf/d cryogenic processing facility in Harrison County, Ohio. Cadiz I is supported by fee-based agreements with Gulfport Energy Corporation (NASDAQ: GPOR), Antero and other producers.
Southwest:
· Today, the Partnership announced the execution of definitive agreements to acquire 100% of the ownership interests of midstream assets in the Texas Panhandle and Western Oklahoma from a wholly owned subsidiary of Chesapeake for consideration of $245 million in cash. In conjunction with the acquisition, the Partnership has executed long-term, fee-based agreements with Chesapeake for gas gathering and processing services. As part of the gas processing agreement, Chesapeake has dedicated to the Partnership approximately 130,000 acres throughout the Anadarko Basin. The transaction is immediately accretive and the Partnership expects it to contribute $30 million to EBITDA for the full-year 2014.
· In May 2013, the Partnership announced the execution of long-term fee-based agreement with Newfield Exploration (NYSE: NFX) (Newfield) to acquire and develop rich-gas gathering facilities in the Eagle Ford Shale. The Partnership will construct additional gathering pipelines, field compression, and liquids storage to support production from Newfields West Asherton project in Dimmit County, Texas. The Partnership plans capital investment of approximately $50 million to support Newfields development plans.
Capital Markets
· In January 2013, the Partnership completed a public offering of $1.0 billion of 4.50% senior unsecured notes priced at par due in 2023. A portion of the net proceeds of approximately $986.0 million, together with cash on hand resulting in part from recent equity offerings, was used to fund the redemption of all of its outstanding 8.75% senior notes due 2018, and a portion of its 6.50% senior notes due 2021 and 6.25% senior notes due 2022, with the balance of such proceeds to be used to fund the Partnerships capital expenditure program and for general partnership purposes.
· During the first quarter of 2013, the Partnership offered 1.9 million units and received net proceeds of approximately $103.9 million under the continuous offering program that was launched in the fourth quarter of 2012.
FINANCIAL RESULTS
Balance Sheet
· As of March 31, 2013, the Partnership had $502.3 million of cash and cash equivalents in wholly owned subsidiaries and $1.19 billion remaining capacity under its $1.2 billion revolving credit facility after consideration of $11.3 million of outstanding letters of credit.
Operating Results
· Operating income before items not allocated to segments for the three months ended March 31, 2013, was $163.1 million, a decrease of $31.1 million when compared to segment operating income of $194.2 million over the same period in 2012. This decrease was primarily attributable to lower commodity prices compared to the prior year quarter. Processed volumes continued to remain strong, growing approximately 40 percent when compared to the first quarter of 2012, primarily due to the Partnerships Liberty Segment and East Texas operations.
A reconciliation of operating income before items not allocated to segments to income (loss) before provision for income tax, the most directly comparable GAAP financial measure, is provided within the financial tables of this press release.
· Operating income before items not allocated to segments does not include gains (losses) on commodity derivative instruments. Realized gains (losses) on commodity derivative instruments were $1.8 million in the first quarter of 2013 and ($17.6) million in the first quarter of 2012.
Capital Expenditures
· For the three months ended March 31, 2013, the Partnerships portion of capital expenditures was $366.2 million.
2013 DCF AND GROWTH CAPITAL EXPENDITURE FORECAST
For 2013, the Partnerships forecast for DCF has been narrowed to a range of $500 million to $540 million based on its current forecast of operational volumes and revised prices for crude oil, natural gas and natural gas liquids; and derivative instruments currently outstanding. A commodity price sensitivity analysis for forecasted 2013 DCF is provided within the tables of this press release.
The Partnerships portion of growth capital expenditures for 2013 is unchanged and remains in a range of $1.5 billion to $1.8 billion. These expenditures do not include the Granite Wash acquisition cost of $245 million.
CONFERENCE CALL
The Partnership will host a conference call and webcast on Thursday, May 9, 2013, at 12:00 p.m. Eastern Time to review its first quarter 2013 financial results. Interested parties can participate in the call by dialing (800) 475-0218 (passcode MarkWest) approximately ten minutes prior to the scheduled start time. To access the webcast, please visit the Investor Relations section of the Partnerships website at www.markwest.com. A replay of the conference call will be available on the MarkWest website or by dialing (888) 402-8736 (no passcode required).
###
MarkWest Energy Partners, L.P. is a master limited partnership engaged in the gathering, processing and transportation of natural gas; the gathering, transportation, fractionation, storage and marketing of natural gas liquids; and the gathering and transportation of crude oil. MarkWest has a leading presence in many unconventional gas plays including the Marcellus Shale, Utica Shale, Huron/Berea Shale, Haynesville Shale, Woodford Shale and Granite Wash formation.
This press release includes forward-looking statements. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although MarkWest believes that the expectations reflected in the forward-looking statements are reasonable, MarkWest can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in filings with the Securities and Exchange Commission (SEC). Among the factors that could cause results to differ materially are those risks discussed in the periodic reports filed with the SEC, including MarkWests Annual Report on Form 10-K for the year ended December 31, 2012 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading Risk Factors. MarkWest does not undertake any duty to update any forward-looking statement except as required by law.
MarkWest Energy Partners, L.P.
Financial Statistics
(in thousands, except per unit data)
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Three months ended March 31, |
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2013 |
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2012 |
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Statement of Operations Data |
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Revenue: |
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Revenue |
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$ |
376,137 |
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$ |
399,181 |
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Derivative loss |
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(185 |
) |
(48,715 |
) | ||
Total revenue |
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375,952 |
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350,466 |
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|
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|
|
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Operating expenses: |
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|
|
|
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Purchased product costs |
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152,557 |
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154,555 |
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Derivative (gain) loss related to purchased product costs |
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(10,704 |
) |
18,800 |
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Facility expenses |
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59,755 |
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48,840 |
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Derivative gain related to facility expenses |
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(332 |
) |
(1,746 |
) | ||
Selling, general and administrative expenses |
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25,408 |
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25,224 |
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Depreciation |
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69,597 |
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41,145 |
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Amortization of intangible assets |
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14,830 |
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10,985 |
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Loss on disposal of property, plant and equipment |
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138 |
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986 |
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Accretion of asset retirement obligations |
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353 |
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238 |
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Total operating expenses |
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311,602 |
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299,027 |
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Income from operations |
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64,350 |
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51,439 |
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Other (expense) income: |
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Loss from unconsolidated affiliate |
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(85 |
) |
(9 |
) | ||
Interest income |
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149 |
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72 |
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Interest expense |
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(38,336 |
) |
(29,472 |
) | ||
Amortization of deferred financing costs and discount (a component of interest expense) |
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(1,830 |
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(1,270 |
) | ||
Loss on redemption of debt |
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(38,455 |
) |
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Miscellaneous income, net |
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58 |
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(Loss) income before provision for income tax |
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(14,207 |
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20,818 |
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Provision for income tax (benefit) expense: |
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Current |
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(5,414 |
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15,341 |
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Deferred |
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11,971 |
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(10,796 |
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Total provision for income tax |
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6,557 |
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4,545 |
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Net (loss) income |
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(20,764 |
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16,273 |
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Net loss (income) attributable to non-controlling interest |
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5,304 |
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(253 |
) | ||
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Net (loss) income attributable to the Partnerships unitholders |
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$ |
(15,460 |
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$ |
16,020 |
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Net (loss) income attributable to the Partnerships common unitholders per common unit: |
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. |
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Basic |
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$ |
(0.12 |
) |
$ |
0.16 |
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Diluted |
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$ |
(0.12 |
) |
$ |
0.14 |
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Weighted average number of outstanding common units: |
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Basic |
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128,615 |
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96,840 |
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Diluted |
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128,615 |
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117,593 |
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Cash Flow Data |
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Net cash flow provided by (used in): |
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Operating activities |
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$ |
85,043 |
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$ |
207,913 |
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Investing activities |
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$ |
(609,361 |
) |
$ |
(252,969 |
) |
Financing activities |
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$ |
830,589 |
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$ |
278,674 |
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Other Financial Data |
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Distributable cash flow |
|
$ |
110,194 |
|
$ |
109,177 |
|
Adjusted EBITDA |
|
$ |
140,810 |
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$ |
153,140 |
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|
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March 31, 2013 |
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December 31, 2012 |
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Balance Sheet Data |
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|
|
|
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Working capital |
|
$ |
173,419 |
|
$ |
(82,587 |
) |
Total assets |
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7,720,554 |
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6,835,716 |
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Total debt |
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3,022,521 |
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2,523,051 |
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Total equity |
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3,240,300 |
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3,215,591 |
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MarkWest Energy Partners, L.P.
Operating Statistics
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Three months ended March 31, |
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2013 |
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2012 |
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Liberty |
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Gathering system throughput (Mcf/d) |
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605,400 |
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308,100 |
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Natural gas processed (Mcf/d) |
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828,100 |
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392,100 |
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NGLs fractionated (Bbl/d) |
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37,000 |
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20,000 |
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NGL sales (gallons, in thousands) (1) |
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145,900 |
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97,500 |
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Utica (2) |
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Gathering system throughput (Mcf/d) |
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9,000 |
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N/A |
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Natural gas processed (Mcf/d) |
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7,900 |
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N/A |
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Northeast |
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|
|
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Natural gas processed (Mcf/d) |
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302,600 |
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321,700 |
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NGLs fractionated (Bbl/d) |
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17,100 |
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16,700 |
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Keep-whole sales (gallons, in thousands) |
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37,400 |
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49,500 |
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Percent-of-proceeds sales (gallons, in thousands) |
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34,900 |
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33,000 |
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Total NGL sales (gallons, in thousands) |
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72,300 |
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82,500 |
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Crude oil transported for a fee (Bbl/d) |
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10,300 |
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10,400 |
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Southwest |
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|
|
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East Texas gathering systems throughput (Mcf/d) |
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500,300 |
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410,000 |
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East Texas natural gas processed (Mcf/d) |
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339,500 |
|
242,500 |
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East Texas NGL sales (gallons, in thousands) |
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80,600 |
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63,400 |
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|
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|
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Western Oklahoma gathering system throughput (Mcf/d) (3) |
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202,600 |
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262,000 |
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Western Oklahoma natural gas processed (Mcf/d) |
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186,300 |
|
203,800 |
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Western Oklahoma NGL sales (gallons, in thousands) |
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54,800 |
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57,300 |
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|
|
|
|
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Southeast Oklahoma gathering system throughput (Mcf/d) |
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461,300 |
|
501,200 |
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Southeast Oklahoma natural gas processed (Mcf/d) (4) |
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151,200 |
|
101,700 |
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Southeast Oklahoma NGL sales (gallons, in thousands) |
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39,300 |
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33,000 |
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Arkoma Connector Pipeline throughput (Mcf/d) |
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273,800 |
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328,700 |
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|
|
|
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Other Southwest gathering system throughput (Mcf/d) (5) |
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20,600 |
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25,000 |
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Gulf Coast refinery off-gas processed (Mcf/d) |
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95,300 |
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120,300 |
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Gulf Coast liquids fractionated (Bbl/d) |
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17,200 |
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23,400 |
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Gulf Coast NGL sales (gallons excluding hydrogen, in thousands) |
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65,100 |
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89,300 |
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(1) Includes sale of all purity products fractionated at the Liberty facilities and sale of all unfractionated NGLs.
(2) Utica operations began in August 2012.
(3) Includes natural gas gathered in Western Oklahoma and from the Granite Wash formation in the Texas Panhandle as management considers this one integrated area of operations.
(4) The natural gas processing in Southeast Oklahoma is outsourced to Centrahoma or other third party processors.
(5) Excludes lateral pipelines where revenue is not based on throughput.
MarkWest Energy Partners, L.P.
Reconciliation of GAAP Financial Measure to Non-GAAP Financial Measure
Operating Income before Items not Allocated to Segments
(in thousands)
Three months ended March 31, 2013 |
|
Southwest |
|
Northeast |
|
|
Liberty |
|
Utica |
|
Total |
| |||||
Revenue |
|
$ |
211,446 |
|
$ |
57,336 |
|
|
$ |
108,497 |
|
$ |
623 |
|
$ |
377,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Purchased product costs |
|
114,102 |
|
19,662 |
|
|
18,793 |
|
|
|
152,557 |
| |||||
Facility expenses |
|
29,123 |
|
6,524 |
|
|
22,636 |
|
3,962 |
|
62,245 |
| |||||
Total operating expenses before items not allocated to segments |
|
143,225 |
|
26,186 |
|
|
41,429 |
|
3,962 |
|
214,802 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Portion of operating income (loss) attributable to non-controlling interests |
|
1,387 |
|
|
|
|
|
|
(1,339 |
) |
48 |
| |||||
Operating income (loss) before items not allocated to segments |
|
$ |
66,834 |
|
$ |
31,150 |
|
|
$ |
67,068 |
|
$ |
(2,000 |
) |
$ |
163,052 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Three months ended March 31, 2012 |
|
Southwest |
|
Northeast |
|
|
Liberty |
|
Utica |
|
Total |
| |||||
Revenue |
|
$ |
238,954 |
|
$ |
86,918 |
|
|
$ |
75,577 |
|
$ |
|
|
$ |
401,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Purchased product costs |
|
104,233 |
|
25,687 |
|
|
24,635 |
|
|
|
154,555 |
| |||||
Facility expenses |
|
32,630 |
|
6,378 |
|
|
12,247 |
|
|
|
51,255 |
| |||||
Total operating expenses before items not allocated to segments |
|
136,863 |
|
32,065 |
|
|
36,882 |
|
|
|
205,810 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Portion of operating income attributable to non-controlling interests |
|
1,446 |
|
|
|
|
|
|
|
|
1,446 |
| |||||
Operating income before items not allocated to segments |
|
$ |
100,645 |
|
$ |
54,853 |
|
|
$ |
38,695 |
|
$ |
|
|
$ |
194,193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
| |||||||
|
|
2013 |
|
2012 |
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating income before items not allocated to segments |
|
$ |
163,052 |
|
$ |
194,193 |
|
|
|
|
|
|
|
| |||
Portion of operating income attributable to non-controlling interests |
|
48 |
|
1,446 |
|
|
|
|
|
|
|
| |||||
Derivative gain (loss) not allocated to segments |
|
10,851 |
|
(65,769 |
) |
|
|
|
|
|
|
| |||||
Revenue deferral adjustment |
|
(1,765 |
) |
(2,268 |
) |
|
|
|
|
|
|
| |||||
Compensation expense included in facility expenses not allocated to segments |
|
(387 |
) |
(449 |
) |
|
|
|
|
|
|
| |||||
Facility expenses adjustments |
|
2,877 |
|
2,864 |
|
|
|
|
|
|
|
| |||||
Selling, general and administrative expenses |
|
(25,408 |
) |
(25,224 |
) |
|
|
|
|
|
|
| |||||
Depreciation |
|
(69,597 |
) |
(41,145 |
) |
|
|
|
|
|
|
| |||||
Amortization of intangible assets |
|
(14,830 |
) |
(10,985 |
) |
|
|
|
|
|
|
| |||||
Loss on disposal of property, plant and equipment |
|
(138 |
) |
(986 |
) |
|
|
|
|
|
|
| |||||
Accretion of asset retirement obligations |
|
(353 |
) |
(238 |
) |
|
|
|
|
|
|
| |||||
Income from operations |
|
64,350 |
|
51,439 |
|
|
|
|
|
|
|
| |||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Loss from unconsolidated affiliate |
|
(85 |
) |
(9 |
) |
|
|
|
|
|
|
| |||||
Interest income |
|
149 |
|
72 |
|
|
|
|
|
|
|
| |||||
Interest expense |
|
(38,336 |
) |
(29,472 |
) |
|
|
|
|
|
|
| |||||
Amortization of deferred financing costs and discount (a component of interest expense) |
|
(1,830 |
) |
(1,270 |
) |
|
|
|
|
|
|
| |||||
Loss on redemption of debt |
|
(38,455 |
) |
|
|
|
|
|
|
|
|
| |||||
Miscellaneous income, net |
|
|
|
58 |
|
|
|
|
|
|
|
| |||||
(Loss) income before provision for income tax |
|
$ |
(14,207 |
) |
$ |
20,818 |
|
|
|
|
|
|
|
|
Reconciliation of GAAP Financial Measure to Non-GAAP Financial Measure
Distributable Cash Flow
(in thousands)
|
|
Three months ended March 31, |
| ||||
|
|
2013 |
|
2012 |
| ||
|
|
|
|
|
| ||
Net (loss) income |
|
$ |
(20,764 |
) |
$ |
16,273 |
|
Depreciation, amortization, impairment, and other non-cash operating expenses |
|
84,996 |
|
53,432 |
| ||
Loss on redemption of debt, net of tax benefit |
|
36,178 |
|
|
| ||
Amortization of deferred financing costs and discount |
|
1,830 |
|
1,270 |
| ||
Non-cash loss from unconsolidated affiliate |
|
85 |
|
9 |
| ||
Distributions from unconsolidated affiliate |
|
|
|
900 |
| ||
Non-cash compensation expense |
|
2,384 |
|
2,710 |
| ||
Non-cash derivative activity |
|
(9,033 |
) |
48,217 |
| ||
Provision for income tax - deferred |
|
11,971 |
|
(10,796 |
) | ||
Cash adjustment for non-controlling interest of consolidated subsidiaries |
|
633 |
|
(1,017 |
) | ||
Revenue deferral adjustment |
|
1,765 |
|
2,268 |
| ||
Other |
|
2,040 |
|
2,208 |
| ||
Maintenance capital expenditures, net of joint venture partner contributions |
|
(1,891 |
) |
(6,297 |
) | ||
Distributable cash flow |
|
$ |
110,194 |
|
$ |
109,177 |
|
|
|
|
|
|
| ||
Maintenance capital expenditures |
|
$ |
1,891 |
|
$ |
6,297 |
|
Growth capital expenditures |
|
629,667 |
|
247,966 |
| ||
Total capital expenditures |
|
631,558 |
|
254,263 |
| ||
Acquisitions, net of cash acquired |
|
|
|
|
| ||
Total capital expenditures and acquisitions |
|
631,558 |
|
254,263 |
| ||
Joint venture partner contributions |
|
(265,320 |
) |
|
| ||
Total capital expenditures and acquisitions, net |
|
$ |
366,238 |
|
$ |
254,263 |
|
|
|
|
|
|
| ||
Distributable cash flow |
|
$ |
110,194 |
|
$ |
109,177 |
|
Maintenance capital expenditures, net of joint venture partner contributions |
|
1,891 |
|
6,297 |
| ||
Changes in receivables and other assets |
|
1,109 |
|
57,655 |
| ||
Changes in accounts payable, accrued liabilities and other long-term liabilities |
|
(27,608 |
) |
35,244 |
| ||
Cash adjustment for non-controlling interest of consolidated subsidiaries |
|
(633 |
) |
1,017 |
| ||
Other |
|
90 |
|
(1,477 |
) | ||
Net cash provided by operating activities |
|
$ |
85,043 |
|
$ |
207,913 |
|
MarkWest Energy Partners, L.P.
Reconciliation of GAAP Financial Measure to Non-GAAP Financial Measure
Adjusted EBITDA
(in thousands)
|
|
Three months ended March 31, |
| ||||
|
|
2013 |
|
2012 |
| ||
|
|
|
|
|
| ||
Net (loss) income |
|
$ |
(20,764 |
) |
$ |
16,273 |
|
Non-cash compensation expense |
|
2,384 |
|
2,710 |
| ||
Non-cash derivative activity |
|
(9,033 |
) |
48,217 |
| ||
Interest expense (1) |
|
38,022 |
|
28,552 |
| ||
Depreciation, amortization, impairment, and other non-cash operating expenses |
|
84,996 |
|
53,432 |
| ||
Loss on redemption of debt |
|
38,455 |
|
|
| ||
Provision for income tax |
|
6,557 |
|
4,545 |
| ||
Adjustment for cash flow from unconsolidated affiliate |
|
85 |
|
909 |
| ||
Other |
|
108 |
|
(1,498 |
) | ||
Adjusted EBITDA |
|
$ |
140,810 |
|
$ |
153,140 |
|
(1) Includes amortization of deferred financing costs and discount, and excludes interest expense related to the Steam Methane Reformer.
MarkWest Energy Partners, L.P.
Distributable Cash Flow Sensitivity Analysis
(unaudited, in millions)
MarkWest periodically estimates the effect on DCF resulting from its commodity risk management program, changes in crude oil and natural gas prices, and the ratio of NGL prices to crude oil. The table below reflects MarkWests estimate of the range of DCF for 2013 and forecasted crude oil and natural gas prices for 2013. The analysis assumes various combinations of crude oil and natural gas prices as well as three NGL-to-crude oil ratio scenarios, including:
a. NGL-to-crude oil ratio at 55% for 2013.
b. NGL-to-crude oil ratio at 45% for 2013.
c. NGL-to-crude oil ratio at 35% for 2013.
The analysis further assumes derivative instruments outstanding as of May 8, 2013, and production volumes estimated through December 31, 2013. The range of stated hypothetical changes in commodity prices considers current and historic market performance.
Estimated Range of 2013 DCF
Crude Oil |
|
NGL-to-Crude |
|
Natural Gas Price (Henry Hub) |
| ||||||||||||||
Price (WTI) |
|
oil ratio |
|
$3.00 |
|
$3.50 |
|
$4.00 |
|
$4.50 |
|
$5.00 |
| ||||||
|
|
55% of WTI |
|
$ |
568 |
|
$ |
566 |
|
$ |
564 |
|
$ |
563 |
|
$ |
561 |
| |
$ |
110 |
|
45% of WTI |
|
$ |
526 |
|
$ |
524 |
|
$ |
522 |
|
$ |
520 |
|
$ |
518 |
|
|
|
35% of WTI |
|
$ |
484 |
|
$ |
483 |
|
$ |
481 |
|
$ |
479 |
|
$ |
477 |
| |
|
|
55% of WTI |
|
$ |
551 |
|
$ |
549 |
|
$ |
547 |
|
$ |
546 |
|
$ |
544 |
| |
$ |
100 |
|
45% of WTI |
|
$ |
512 |
|
$ |
511 |
|
$ |
509 |
|
$ |
507 |
|
$ |
505 |
|
|
|
35% of WTI |
|
$ |
475 |
|
$ |
473 |
|
$ |
471 |
|
$ |
469 |
|
$ |
468 |
| |
|
|
55% of WTI |
|
$ |
531 |
|
$ |
529 |
|
$ |
527 |
|
$ |
526 |
|
$ |
524 |
| |
$ |
90 |
|
45% of WTI |
|
$ |
497 |
|
$ |
495 |
|
$ |
493 |
|
$ |
491 |
|
$ |
489 |
|
|
|
35% of WTI |
|
$ |
461 |
|
$ |
459 |
|
$ |
457 |
|
$ |
455 |
|
$ |
453 |
| |
|
|
55% of WTI |
|
$ |
513 |
|
$ |
512 |
|
$ |
510 |
|
$ |
508 |
|
$ |
506 |
| |
$ |
80 |
|
45% of WTI |
|
$ |
484 |
|
$ |
482 |
|
$ |
480 |
|
$ |
478 |
|
$ |
476 |
|
|
|
35% of WTI |
|
$ |
451 |
|
$ |
449 |
|
$ |
447 |
|
$ |
445 |
|
$ |
442 |
| |
|
|
55% of WTI |
|
$ |
501 |
|
$ |
499 |
|
$ |
497 |
|
$ |
495 |
|
$ |
493 |
| |
$ |
70 |
|
45% of WTI |
|
$ |
471 |
|
$ |
469 |
|
$ |
467 |
|
$ |
466 |
|
$ |
464 |
|
|
|
35% of WTI |
|
$ |
446 |
|
$ |
443 |
|
$ |
441 |
|
$ |
438 |
|
$ |
435 |
|
(1) The composition is based on MarkWests average projected barrel of approximately: Ethane: 35%, Propane: 35%, Iso-Butane: 6%, Normal Butane: 12%, Natural Gasoline: 12%.
The table is based on current information, expectations, and beliefs concerning future developments and their potential effects, and does not consider actions MarkWest management may take to mitigate exposure to changes. Nor does the table consider the effects that such hypothetical adverse changes may have on overall economic activity. Historical prices and ratios of NGL-to-crude oil do not guarantee future results.
Although MarkWest believes the expectations reflected in this analysis are reasonable, MarkWest can give no assurance that such expectations will prove to be correct and readers are cautioned that projected performance, results, or distributions may not be achieved. Actual changes in market prices, and the ratio between crude oil and NGL prices, may differ from the assumptions utilized in the analysis. Actual results, performance, distributions, volumes, events, or transactions could vary significantly from those expressed, considered, or implied in this analysis. All results, performance, distributions, volumes, events, or transactions are subject to a number of uncertainties and risks. Those uncertainties and risks may not be factored into or accounted for in this analysis. Readers are urged to carefully review and consider the cautionary statements and disclosures made in MarkWests periodic reports filed with the SEC, specifically those under the heading Risk Factors.