EX-99.1 2 exhibit99.htm REGENCY ENERGY PARTNERS LP PRESS RELEASE DATED NOVEMBER 7, 2012 ANNOUNCING THE RESULTS OF ITS OPERATIONS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2012. exhibit99.htm
Exhibit 99.1




Regency Energy Partners Reports Third Quarter 2012 Earnings Results

DALLAS, November 7, 2012 – Regency Energy Partners LP (NYSE: RGP), (“Regency” or the “Partnership”), announced today its financial results for the third quarter ended September 30, 2012.

Adjusted EBITDA increased to $114 million in the third quarter of 2012, compared to $112 million in the third quarter of 2011. The increase in adjusted EBITDA was primarily due to an increase in adjusted total segment margin primarily related to volume growth in the gathering and processing segment, partially offset by higher operations and maintenance expenses.

In the third quarter of 2012, Regency generated $68 million in cash available for distribution, compared to $73 million in the third quarter of 2011. This decrease was primarily due to higher maintenance capital expenditures in the third quarter of 2012 compared to the prior period. Regency had a net loss of $2 million for the three months ended September 30, 2012, compared to the net income of $30 million for the three months ended September 30, 2011, primarily due to non-cash valuation adjustments recorded in each respective period.

“Volumes continued to increase in the third quarter, primarily in south and west Texas, as well as in north Louisiana,” said Mike Bradley, president and chief executive officer of Regency. “Results were impacted by temporary operational issues and unplanned outages in our gathering and processing segment and in our Lone Star Joint Venture; however we did see an uptick in our contract services business which has begun to benefit from growth in wet-gas regions.”

“Looking ahead, we remain excited about our portfolio of organic growth projects. We believe the impact of these projects coming online will provide Regency with additional earnings and volume growth throughout 2013,” said Bradley.

REVIEW OF SEGMENT PERFORMANCE
 
Adjusted total segment margin increased to $116 million for the third quarter of 2012, compared to $111 million for the third quarter of 2011.
 
Gathering and Processing – The Partnership provides “wellhead-to-market” services to producers of natural gas, which include transporting raw natural gas from the wellhead through gathering systems, processing raw natural gas to separate NGLs from the raw natural gas and selling or delivering pipeline-quality natural gas and NGLs to various markets and pipeline systems. This segment now includes the Partnership's investment in the Ranch Joint Venture, which processes natural gas delivered from the NGLs-rich Bone Spring and Avalon shale formations in west Texas. In June 2012, the Ranch Joint Venture’s refrigeration processing plant became operational.

Adjusted segment margin for the Gathering and Processing segment, which excludes non-cash gains and losses from commodity derivatives, was $68 million for the third quarter of 2012, compared to $65 million for the third quarter of 2011. The increase was primarily due to volume growth in south and west Texas, and north Louisiana, which was partially offset by temporary operational issues and plant downtime.
 
Total throughput volumes for the Gathering and Processing segment increased to 1.5 million MMbtu per day of natural gas for the third quarter of 2012, compared to 1.3 million MMbtu per day of natural gas for the third quarter of 2011. Processed NGLs increased to 36,000 barrels per day for the third quarter of 2012, compared to 35,000 barrels per day for the third quarter of 2011.
 
Joint Ventures – The Joint Ventures segment consists of a 49.99% interest in the Haynesville Joint Venture, a 50% interest in the MEP Joint Venture and a 30% interest in the Lone Star Joint Venture. Since Regency uses the equity method of accounting for these joint ventures, Regency does not record segment margin for the Joint Ventures segment. Rather, the income attributable to each of the joint ventures is recorded as income from unconsolidated affiliates.
 
The Haynesville Joint Venture consists solely of the Regency Intrastate Gas System and is operated by Regency. Income from unconsolidated affiliates for the Haynesville Joint Venture was $2 million for the third quarter of 2012, compared to $11 million for the third quarter of 2011. This decrease is primarily due to a non-cash asset impairment charge related to surplus equipment of $7 million. Total throughput volumes for the Haynesville Joint Venture averaged 0.8 million MMbtu per day of natural gas for the third quarter of 2012, compared to 1.2 million MMbtu per day for the third quarter of 2011.
 
The MEP Joint Venture consists solely of the Midcontinent Express Pipeline (“MEP”) and is operated by Kinder Morgan Energy Partners, L.P. Income from unconsolidated affiliates for the MEP Joint Venture was $10 million for the third quarter of 2012 and $11 million for the third quarter of 2011. Total throughput volumes for the MEP Joint Venture averaged 1.4 million MMbtu per day of natural gas for the third quarter of 2012 and 1.3 million MMbtu per day for the third quarter of 2011.
 
The Lone Star Joint Venture, which was acquired in May 2011, owns and operates NGL storage, fractionation and transportation assets and is operated by Energy Transfer Partners, L.P. For the third quarter of 2012, income from unconsolidated affiliates for the Lone Star Joint Venture was $9 million, compared to $9 million for the third quarter of 2011. Results for the third quarter of 2012 were impacted by temporary downtime in the refinery services segment due to Hurricane Isaac. For the third quarter of 2012, total throughput volumes for the West Texas Pipeline averaged 132,000 barrels per day, compared to 133,000 barrels per day for the third quarter of 2011 and NGL Fractionation throughput volumes averaged 11,000 barrels per day in the third quarter of 2012, compared to 14,000 barrels per day in the third quarter of 2011.
 
Contract Compression – The Contract Compression segment provides turn-key natural gas compression services for customer-specific systems. Segment margin for the Contract Compression segment, including both revenues from external customers as well as intersegment revenues, was $39 million for the third quarter of 2012, compared to $38 million for the third quarter of 2011. The increase in segment margin is primarily due to the increase in revenue generating horsepower, inclusive of intersegment revenue generating horsepower. As of September 30, 2012, the Contract Compression segment’s revenue generating horsepower, including intersegment revenue generating horsepower, increased to 873,000, compared to 836,000 as of September 30, 2011. The increase in revenue generating horsepower is primarily attributable to additional horsepower placed into service in south Texas for the Gathering and Processing segment to provide compression services to external customers.

Contract Treating – The Partnership owns and operates a fleet of equipment used to provide treating services, such as carbon dioxide and hydrogen sulfide removal, natural gas cooling, dehydration and BTU management to natural gas producers and midstream pipeline companies.

Segment margin for the Contract Treating segment was $8 million for the third quarter of 2012, compared to $7 million for the third quarter of 2011. As of September 30, 2012, revenue generating gallons per minute was 3,910, compared to 3,468 as of September 30, 2011.
 
Corporate and Others – The Corporate and Others segment comprises a small regulated pipeline and the Partnership’s corporate offices. Segment margin in the Corporate and Others segment was $5 million for both the third quarter of 2012 and the third quarter of 2011.
 
ORGANIC GROWTH

In the nine months ended September 30, 2012, Regency incurred $557 million of growth capital expenditures: $251 million for the Joint Ventures segment, $194 million for the Gathering and Processing segment, $81 million for the Contract Compression segment and $31 million for the Contract Treating segment.

In the nine months ended September 30, 2012, Regency incurred $26 million of maintenance capital expenditures.

In 2012, Regency expects to invest $820 million in growth capital expenditures, of which $380 million is related to the Lone Star Joint Venture; $300 million is related to the Gathering and Processing segment, which includes expenditures related to the Ranch Joint Venture; $100 million related to the Contract Compression segment; and $40 million related to the Contract Treating segment.

In addition, Regency expects to make $32 million in maintenance capital expenditures in 2012, including its proportionate share related to joint ventures.

In 2013, Regency expects to invest approximately $400 million in growth capital expenditures, of which $185 million is related to the Gathering and Processing segment; $120 million related to the Lone Star Joint Venture; $80 million related to the Contract Compression segment; and $15 million related to the Contract Treating segment.

In addition, Regency expects to invest $35 million in maintenance capital expenditures in 2013, including its proportionate share related to joint ventures.

CASH DISTRIBUTIONS
 
On October 25, 2012, Regency announced a cash distribution of $0.46 per outstanding common unit for the third quarter ended September 30, 2012. This distribution is equivalent to $1.84 per outstanding common unit on an annual basis and will be paid on November 14, 2012, to unitholders of record at the close of business on November 6, 2012.
 
Based on the terms of the partnership agreement, the Series A Preferred Units will be paid a quarterly distribution of $0.445 per unit for the third quarter ended September 30, 2012, on the same schedule as set forth above.
 
In the third quarter of 2012, Regency generated $68 million in cash available for distribution, representing 0.83 times the amount required to cover its announced distribution to unitholders. Year-to-date 2012, Regency generated $242 million in cash available for distribution, representing 0.99 times the amount required to cover its announced distribution to unitholders.
 
Regency makes distribution determinations based on its cash available for distribution and the perceived sustainability of distribution levels over an extended period. In addition to considering the cash available for distribution generated during the quarter, Regency takes into account cash reserves established with respect to prior distributions, seasonality of results, timing of organic growth projects and its internal forecasts of adjusted EBITDA and cash available for distribution over an extended period. Distributions are set by the Board of Directors and are driven by the long-term sustainability of the business.

TELECONFERENCE

Regency Energy Partners will hold a quarterly conference call to discuss third-quarter 2012 results Thursday, November 8, 2012 at 10 a.m. Central Time (11 a.m. Eastern Time).

The dial-in number for the call is 1-866-730-5766 in the United States, or +1-857-350-1590 outside the United States, passcode 64826534. A live webcast of the call may be accessed on the investor relations page of Regency’s website at www.regencyenergy.com. The call will be available for replay for seven days by dialing 1-888-286-8010 (from outside the U.S., +1-617-801-6888) passcode 40673746. A replay of the broadcast will also be available on the Partnership’s website for 30 days.

NON-GAAP FINANCIAL INFORMATION

This press release and the accompanying financial schedules include the non-GAAP financial measures of:

·  
EBITDA;
·  
adjusted EBITDA;
·  
cash available for distribution;
·  
segment margin;
·  
total segment margin;
·  
adjusted segment margin; and
·  
adjusted total segment margin.
These financial metrics are key measures of the Partnership’s financial performance.  The accompanying schedules provide reconciliations of these non-GAAP financial measures to their most directly-comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Our non-GAAP financial measures should not be considered an alternative to, or more meaningful than, net income, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as a measure of operating performance, liquidity or ability to service debt obligations. Reconciliations of these non-GAAP financial measures to our GAAP financial statements are included in the Appendix.

We define EBITDA as net income (loss) plus interest expense, net, income tax expense and depreciation and amortization expense. We define adjusted EBITDA as EBITDA plus or minus the following:

·  
non-cash loss (gain) from commodity and embedded derivatives;
·  
non-cash unit-based compensation expenses;
·  
loss (gain) on asset sales, net;
·  
loss on debt refinancing, net;
·  
other non-cash (income) expense, net;
·  
net income attributable to noncontrolling interest; and
·  
our interest in adjusted EBITDA from unconsolidated affiliates less income from unconsolidated affiliates.

These measures are used as supplemental measures by our management and by external users of our financial statements such as investors, banks, research analysts and others, to assess:

·  
financial performance of our assets without regard to financing methods, capital structure or historical cost basis;
·  
the ability of our assets to generate cash sufficient to pay interest costs, support our indebtedness and make cash distributions to our unitholders and General Partner;
·  
our operating performance and return on capital as compared to those of other companies in the midstream energy sector, without regard to financing or capital structure; and
·  
the viability of acquisitions and capital expenditure projects.

EBITDA is the starting point in determining cash available for distribution, which is an important non-GAAP financial measure for a publicly traded partnership.
We define cash available for distribution as adjusted EBITDA:

·  
minus interest expense, excluding capitalized interest;
·  
minus maintenance capital expenditures;
·  
minus distributions to Series A Preferred Units,
·  
plus cash proceeds from asset sales, if any; and
·  
other adjustments.

Cash available for distribution is used as a supplemental liquidity measure by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others, to approximate the amount of operating surplus generated by us during a specific period and to assess our ability to make cash distributions to our unitholders and our general partner. Cash available for distribution is not the same measure as operating surplus or available cash, both of which are defined in our partnership agreement.

We calculate our Gathering and Processing segment margin and Corporate and Others segment margin as our revenues generated from operations less the cost of natural gas and NGLs purchased and other cost of sales, including third-party transportation and processing fees.

We do not record segment margin for the Joint Ventures segment because we record our ownership percentage of the net income in these joint ventures as income from unconsolidated affiliates in accordance with the equity method of accounting.

We calculate our Contract Compression segment margin as our revenues generated from our contract compression operations minus direct costs, primarily compressor unit repairs, associated with those revenues.

We calculate our Contract Treating segment margin as revenues generated from our contract treating operations minus direct costs associated with those revenues.

We calculate total segment margin as the total of segment margin of our segments, less intersegment eliminations.

We define adjusted segment margin as segment margin adjusted for non-cash (gains) losses from commodity derivatives. Our adjusted total segment margin equals the sum of our operating segments' adjusted segment margins or segment margins, including intersegment eliminations. Adjusted segment margin and adjusted total segment margin are included as supplemental disclosures because they are primary performance measures used by management because they represent the results of product purchases and sales, a key component of our operations.

FORWARD-LOOKING INFORMATION AND OTHER DISCLAIMERS
 
This release includes “forward-looking” statements. Forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “anticipate,” “believe,” “intend,” “project,” “plan,” “expect,” “continue,” “estimate,” “goal,” “forecast,” “may” or similar expressions help identify forward-looking statements. Although we believe our forward-looking statements are based on reasonable assumptions and current expectations and projections about future events, we cannot give any assurance that such expectations will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. Additional risks include: volatility in the price of oil, natural gas, and natural gas liquids, declines in the credit markets and the availability of credit for the Partnership as well as for producers connected to the Partnership’s system and its customers, the level of creditworthiness of, and performance by the Partnership’s counterparties and customers, the Partnership's ability to access capital to fund organic growth projects and acquisitions, and the Partnership’s ability to obtain debt and equity financing on satisfactory terms, the Partnership's use of derivative financial instruments to hedge commodity and interest rate risks, the amount of collateral required to be posted from time-to-time in the Partnership's transactions, changes in commodity prices, interest rates, and demand for the Partnership's services, changes in laws and regulations impacting the midstream sector of the natural gas industry, weather and other natural phenomena, industry changes including the impact of consolidations and changes in competition, the Partnership's ability to obtain required approvals for construction or modernization of the Partnership's facilities and the timing of production from such facilities, and the effect of accounting pronouncements issued periodically by accounting standard setting boards. Therefore, actual results and outcomes may differ materially from those expressed in such forward-looking statements.
 
These and other risks and uncertainties are discussed in more detail in filings made by the Partnership with the Securities and Exchange Commission, which are available to the public. The Partnership undertakes no obligation to update publicly or to revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 
Regency Energy Partners LP (NYSE: RGP) is a growth-oriented, master limited partnership engaged in the gathering and processing, contract compression, contract treating and transportation of natural gas and the transportation, fractionation and storage of natural gas liquids. Regency's general partner is owned by Energy Transfer Equity, L.P. (NYSE: ETE). For more information, please visit Regency’s website at www.regencyenergy.com.
 
 
CONTACT:
 
Investor Relations:
Lyndsay Hannah
Regency Energy Partners
Manager, Finance & Investor Relations
214-840-5477
ir@regencygas.com



Media Relations:
Vicki Granado
Granado Communications Group
214-599-8785
vicki@granadopr.com




 
 

 

 
 
 
Regency Energy Partners LP
 
Condensed Consolidated Statements of Operations
 
($ in thousands)
 
(unaudited)
 
         
 
September 30, 2012
 
December 31, 2011
 
Assets
       
Current assets
$ 209,684   $ 187,124  
             
Property, plant and equipment, net
  2,059,196     1,885,528  
             
Investment in unconsolidated affiliates
  2,156,135     1,924,705  
Long-term derivative assets
  918     474  
Other assets, net
  33,486     39,353  
Intangible assets, net
  718,928     740,883  
Goodwill
  789,789     789,789  
Total Assets
$ 5,968,136   $ 5,567,856  
             
Liabilities and Partners' Capital and Noncontrolling Interest
           
Current liabilities
$ 214,107   $ 233,306  
             
Long-term derivative liabilities
  29,490     39,112  
Other long-term liabilities
  5,550     6,071  
Long-term debt
  1,960,429     1,687,147  
             
Series A Preferred Units
  72,549     71,144  
             
Partners' capital
  3,627,879     3,498,207  
Noncontrolling interest
  58,132     32,869  
    Total Partners' Capital and Noncontrolling Interest
  3,686,011     3,531,076  
Total Liabilities and Partners' Capital and Noncontrolling Interest
$ 5,968,136   $ 5,567,856  
             

 

 
 

 
 


Regency Energy Partners LP
 
Condensed Consolidated Statements of Operations
 
($ in thousands)
 
(unaudited)
 
         
 
Three Months Ended September 30,
 
 
2012
 
2011
 
         
REVENUES
$ 313,882   $ 390,267  
             
OPERATING COSTS AND EXPENSES
           
Cost of sales, including related party amounts
  206,881     279,526  
Operation and maintenance
  41,275     37,950  
General and administrative, including related party amounts
  14,935     17,350  
Gain on asset sales, net
  (42 )   (131 )
Depreciation and amortization
  45,881     41,956  
     Total operating costs and expenses
  308,930     376,651  
             
OPERATING INCOME
  4,952     13,616  
             
   Income from unconsolidated affiliates
  21,055     30,946  
   Interest expense, net
  (28,567 )   (28,852 )
   Other income and deductions, net
  1,106     15,050  
(LOSS) INCOME BEFORE INCOME TAXES
  (1,454 )   30,760  
   Income tax expense (benefit)
  -     (89 )
NET (LOSS) INCOME
$ (1,454 ) $ 30,849  
   Net income attributable to noncontrolling interest
  (379 )   (549 )
NET (LOSS) INCOME ATTRIBUTABLE TO REGENCY ENERGY PARTNERS LP
$ (1,833 ) $ 30,300  
             
Limited partners' interest in net (loss) income
$ (5,977 ) $ 26,243  
Weighted average number of common units outstanding
  170,264,621     145,842,735  
Basic (loss) income per common unit
$ (0.04 ) $ 0.18  
Diluted (loss) income per common unit
$ (0.04 ) $ 0.09  
 

 
 

 

Segment Financial and Operating Data

 
Three Months Ended September 30,
 
 
2012
 
2011
 
 
($ in thousands)
 
Gathering and Processing Segment
       
Financial data:
       
Segment margin
$ 59,392   $ 64,716  
Adjusted segment margin
  68,269     64,890  
Operating data:
           
Throughput (MMbtu/d)
  1,461,122     1,292,766  
NGL gross production (Bbls/d)
  36,338     34,847  
             


 
Three Months Ended September 30,
 
 
2012
 
2011
 
 
($ in thousands)
 
Contract Compression Segment
       
Financial data:
       
Segment margin
$ 39,380   $ 37,957  
Operating data:
           
Revenue generating horsepower, including intercompany revenue generating horsepower
  872,776     836,094  
             

 
 
Three Months Ended September 30,
 
 
2012
 
2011
 
 
($ in thousands)
 
Contract Treating Segment
       
Financial data:
       
Segment margin
$ 8,115   $ 6,642  
Operating data:
           
Revenue generating gallons per minute
  3,910     3,468  
             


 
Three Months Ended September 30,
 
 
2012
 
2011
 
 
($ in thousands)
 
Corporate & Others
       
Financial data:
       
Segment margin
$ 5,459   $ 4,767  
             


 
 

 
 
The following provides key performance measures for 100% of the Haynesville Joint Venture, the MEP Joint Venture and the Lone Star Joint Venture

 
Three Months Ended September 30,
 
 
2012
 
2011
 
 
($ in thousands)
 
Haynesville Joint Venture
       
Financial data:
       
Segment margin
$ 42,187   $ 43,583  
Operating data:
           
Throughput (MMbtu/d)
  826,974     1,192,203  
             

 
 
Three Months Ended September 30,
 
 
2012
 
2011
 
 
($ in thousands)
 
MEP Joint Venture
       
Financial data:
       
Segment margin
$ 61,126   $ 61,925  
Operating data:
           
Throughput (MMbtu/d)
  1,391,605     1,320,480  
             
 

 
Three Months Ended September 30,
 
 
2012
 
2011
 
 
($ in thousands)
 
Lone Star Joint Venture
       
Financial data:
       
Segment margin
$ 63,709   $ 65,372  
Operating data:
           
West Texas Pipeline Throughput (Bbls/d)
  132,297     133,149  
NGL Fractionation Throughput (Bbls/d)
  11,073     13,833  


 
 

 

The following provides a reconciliation of segment margin to net income for 100% of the Haynesville Joint Venture, the MEP Joint Venture and the Lone Star Joint Venture
 
 
Three Months Ended September 30,
 
 
2012
 
2011
 
Haynesville Joint Venture
($ in thousands)
 
Net income
$ 6,520   $ 24,282  
Add:
           
Operation and maintenance
  5,482     5,509  
General and administrative
  5,177     4,348  
Depreciation and amortization
  9,152     9,100  
Interest expense, net
  457     395  
Impairment of property, plant and equipment
  14,114     -  
Other income and deductions, net
  1,285     (51 )
Total Segment Margin
$ 42,187   $ 43,583  
   


 
Three Months Ended September 30,
 
 
2012
 
2011
 
MEP Joint Venture
($ in thousands)
 
Net income
$ 20,735   $ 21,998  
Add:
           
Operating expenses
  10,225     9,672  
Depreciation and amortization
  17,354     17,401  
Interest expense, net
  12,816     12,849  
Other income and deductions, net
  (4 )   5  
Total Segment Margin
$ 61,126   $ 61,925  
   

 
 
Three Months Ended September 30,
 
 
2012
 
2011
 
Lone Star Joint Venture
($ in thousands)
 
Net income
$ 30,611   $ 30,952  
Add:
           
Operation and maintenance
  14,788     16,575  
General and administrative
  4,960     4,958  
Depreciation and amortization
  12,833     12,904  
Tax expense
  641     11  
Other income and deductions, net
  (124 )   (28 )
Total Segment Margin
$ 63,709   $ 65,372  
             
 
 
 
 

 
 
Reconciliation of Non-GAAP Measures to GAAP Measures

 
Three Months Ended September 30,
 
 
2012
 
2011
 
 
($ in thousands)
 
Net (loss) income
$ (1,454 ) $ 30,849  
Add (deduct):
           
Interest expense, net
  28,567     28,852  
Depreciation and amortization
  45,881     41,956  
Income tax benefit
  -     (89 )
EBITDA (1)
$ 72,994   $ 101,568  
Add (deduct):
           
Non-cash loss (gain) from commodity and embedded derivatives
  7,327     (15,056 )
Unit-based compensation expenses
  1,176     891  
Loss on asset sales, net
  (42 )   (131 )
Income from unconsolidated affiliates
  (21,055 )   (30,946 )
Partnership's interest in unconsolidated affiliates' adjusted EBITDA (2)(3)(4)(5)
  54,201     56,128  
Other income, net
  (379 )   (178 )
Adjusted EBITDA
$ 114,222   $ 112,276  
             
(1) Earnings before interest, taxes, depreciation and amortization.
           
             
(2) 100% of Haynesville Joint Venture's Adjusted EBITDA and the Partnership's interest are calculated as follows:
           
Net income Haynesville Joint Venture
$ 6,520   $ 24,282  
Add (deduct):
           
Depreciation and amortization
  9,152     9,100  
Interest expense, net
  457     395  
Impairment of property, plant and equipment
  14,114     -  
Other expense, net
  1,285     5  
Haynesville Joint Venture's Adjusted EBITDA
$ 31,528   $ 33,782  
Ownership interest
  49.99 %   49.99 %
Partnership's interest in Haynesville Joint Venture's Adjusted EBITDA
$ 15,761   $ 16,885  
             
(3) 100% of MEP Joint Venture's Adjusted EBITDA and the Partnership's interest are calculated as follows:
           
Net income MEP Joint Venture
$ 20,735   $ 21,998  
Add:
           
Depreciation and amortization
  17,354     17,401  
Interest expense, net
  12,816     12,855  
Other income
  (4 )   -  
MEP Joint Venture's Adjusted EBITDA
$ 50,901   $ 52,254  
Ownership interest
  50 %   49.90 %
Partnership's interest in MEP Joint Venture's Adjusted EBITDA
$ 25,450   $ 26,091  
             
(4) 100% of Lone Star Joint Venture's Adjusted EBITDA and the Partnership's interest are  calculated as follows:
           
Net income Lone Star Joint Venture
$ 30,611   $ 30,952  
Add (deduct):
           
Depreciation and amortization
  12,832     12,904  
Other expenses, net
  36     (16 )
Lone Star Joint Venture's Adjusted EBITDA
$ 43,479   $ 43,840  
Ownership interest
  30 %   30 %
Partnership's interest in Lone Star Joint Venture's Adjusted EBITDA
$ 13,045   $ 13,152  
             
(5) 100% of Ranch Joint Venture's Adjusted EBITDA and the Partnership's interest are  calculated as follows:
           
Net loss Ranch Star Joint Venture
$ (880 )   N/A  
Add (deduct):
           
Depreciation and amortization
  713     N/A  
Ranch Joint Venture's Adjusted EBITDA
$ (167 )   N/A  
Ownership interest
  33 %   N/A  
Partnership's interest in Ranch Joint Venture's Adjusted EBITDA
$ (55 )   N/A  
We acquired a 33.33% interest in the Ranch Joint Venture in December 2011.
           


 
 

 

Reconciliation of Non-GAAP Measures to GAAP Measures
 
 
Nine Months Ended September 30,
 
 
2012
 
2011
 
 
($ in thousands)
 
Net income
$ 56,773   $ 59,991  
Add (deduct):
           
Interest expense, net
  86,058     73,548  
Depreciation and amortization
  142,519     122,695  
Income tax expense (benefit)
  89     (19 )
EBITDA (1)
$ 285,439   $ 256,215  
Add (deduct):
           
Non-cash gain from commodity and embedded derivatives
  (16,650 )   (20,149 )
Unit-based compensation expenses
  3,470     2,687  
Loss on asset sales, net
  1,542     50  
Loss on debt refinancing, net
  7,820     -  
Income from unconsolidated affiliates
  (87,198 )   (86,921 )
Partnership's interest in unconsolidated affiliates' adjusted EBITDA (2)(3)(4)(5)
  170,582     156,000  
Other income, net
  (1,462 )   (413 )
Adjusted EBITDA
$ 363,543   $ 307,469  
             
(1) Earnings before interest, taxes, depreciation and amortization.
           
             
(2) 100% of Haynesville Joint Venture's Adjusted EBITDA and the Partnership's interest are calculated as follows:
           
Net income Haynesville Joint Venture
$ 55,364   $ 84,703  
Add (deduct):
           
Depreciation and amortization
  27,354     25,846  
Interest expense, net
  1,397     782  
Impairment of property, plant and equipment
  14,114     -  
Other expense, net
  1,285     16  
Haynesville Joint Venture's Adjusted EBITDA
$ 99,514   $ 111,347  
Ownership interest
  49.99 %   49.99 %
Partnership's interest in Haynesville Joint Venture's Adjusted EBITDA
$ 49,747     55,660  
             
(3) 100% of MEP Joint Venture's Adjusted EBITDA and the Partnership's interest are calculated as follows:
           
Net income MEP Joint Venture
$ 62,606   $ 62,684  
Add:
           
Depreciation and amortization
  52,075     52,176  
Interest expense, net
  38,609     38,623  
Other income
  (4 )   -  
MEP Joint Venture's Adjusted EBITDA
$ 153,286   $ 153,483  
Ownership interest
  50 %   49.90 %
Partnership's interest in MEP Joint Venture's Adjusted EBITDA
$ 76,643     76,604  
             
(4) 100% of Lone Star Joint Venture's Adjusted EBITDA and the Partnership's interest are  calculated as follows:
           
Net income Lone Star Joint Venture
$ 109,712   $ 58,910  
Add (deduct):
           
Depreciation and amortization
  37,737     20,043  
Other expenses, net
  36     169  
Lone Star Joint Venture's Adjusted EBITDA
$ 147,485   $ 79,122  
Ownership interest
  30 %   30 %
Partnership's interest in Lone Star Joint Venture's Adjusted EBITDA
$ 44,246     23,736  
We acquired a 30% interest in the Lone Star Joint Venture in May 2011.
           
             
(5) 100% of Ranch Joint Venture's Adjusted EBITDA and the Partnership's interest are  calculated as follows:
           
Net loss Ranch Joint Venture
$ (931 ) $ -  
Add (deduct):
           
Depreciation and amortization
  768     -  
Ranch Joint Venture's Adjusted EBITDA
$ (163 ) $ -  
Ownership interest
  33 %   0 %
Partnership's interest in Ranch Joint Venture's Adjusted EBITDA
$ (54 ) $ -  
We acquired a 33.33% interest in the Ranch Joint Venture in December 2011.
           
 

 
 
 

 
 
Non-GAAP Adjusted Total Segment Margin to GAAP Net Income
 
Three Months Ended September 30,
 
 
2012
 
2011
 
 
($ in thousands)
 
Net income
$ (1,454 ) $ 30,849  
Add (deduct):
           
Operation and maintenance
  41,275     37,950  
General and administrative
  14,935     17,350  
Loss on asset sales, net
  (42 )   (131 )
Depreciation and amortization
  45,881     41,956  
Income from unconsolidated affiliates
  (21,055 )   (30,946 )
Interest expense, net
  28,567     28,852  
Other income and deductions, net
  (1,106 )   (15,050 )
Income tax expense (benefit)
  -     (89 )
Total Segment Margin
  107,001     110,741  
Non-cash loss from commodity derivatives
  8,877     174  
Adjusted Total Segment Margin
$ 115,878   $ 110,915  
             
Gathering & Processing Segment Margin
$ 59,392   $ 64,716  
Non-cash loss from commodity derivatives
  8,877     174  
Adjusted Gathering and Processing Segment Margin
  68,269     64,890  
             
Contract Compression Segment Margin
  39,380     37,957  
             
Contract Treating Segment Margin
  8,115     6,642  
             
Corporate & Others Segment Margin
  5,459     4,767  
             
Inter-segment Eliminations
  (5,345 )   (3,341 )
             
Adjusted Total Segment Margin
$ 115,878   $ 110,915  
             
 

 
 
 

 

Reconciliation of “cash available for distribution” to net cash flows provided by operating activities and to net income

 
Three Months Ended September 30,
 
 
2012
 
2011
 
 
($ in thousands)
 
Net cash flows provided by operating activities
$ 78,729   $ 83,302  
Add (deduct):
           
Depreciation and amortization, including debt issuance cost, bond premium and excess fair value of unconsolidated affiliates amortization
  (47,554 )   (43,492 )
Income from unconsolidated affiliates
  21,055     30,946  
Derivative valuation change
  (7,326 )   15,834  
(Loss) gain on asset sales, net
  42     131  
Unit-based compensation expenses
  (1,176 )   (697 )
Cash flow changes in current assets and liabilities:
           
Trade accounts receivables, accrued revenues, and related party receivables
  10,273     4,451  
Other current assets
  1,608     778  
Trade accounts payable, accrued cost of gas and liquids, related party payables and deferred revenues
  (20,228 )   8,110  
Other current liabilities
  (8,135 )   (27,597 )
Distributions received from unconsolidated affiliates
  (28,797 )   (40,796 )
Other assets and liabilities
  55     (121 )
Net (Loss) Income
$ (1,454 ) $ 30,849  
Add:
           
Interest expense, net
  28,567     28,852  
Depreciation and amortization
  45,881     41,956  
Income tax benefit
  -     (89 )
EBITDA
$ 72,994   $ 101,568  
Add (deduct):
           
Non-cash gain (loss) from commodity and embedded derivatives
  7,327     (15,056 )
Unit-based compensation expenses
  1,176     891  
Loss on asset sales, net
  (42 )   (131 )
Income from unconsolidated affiliates
  (21,055 )   (30,946 )
Partnership's interest in unconsolidated affiliates' adjusted EBITDA
  54,201     56,128  
Other income, net
  (379 )   (178 )
Adjusted EBITDA
$ 114,222   $ 112,276  
Add (deduct):
           
Interest expense, excluding capitalized interest
  (33,962 )   (35,092 )
Maintenance capital expenditures
  (11,170 )   (7,002 )
Proceeds from asset sales
  2,118     6,258  
Distribution to Series A Preferred Units
  (1,946 )   (1,945 )
Other adjustments
  (1,578 )   (1,249 )
Cash available for distribution
$ 67,684   $ 73,246  
             

 
 
 

 

Reconciliation of “cash available for distribution” to net cash flows provided by operating activities and to net income

 
Nine Months Ended September 30,
 
 
2012
 
2011
 
 
($ in thousands)
 
Net cash flows provided by operating activities
$ 180,925   $ 204,416  
Add (deduct):
           
Depreciation and amortization, including debt issuance cost and bond premium
  (146,913 )   (127,079 )
Income from unconsolidated affiliates
  87,198     86,921  
Derivative valuation change
  17,124     21,660  
Loss on asset sales, net
  (1,542 )   (50 )
Unit-based compensation expenses
  (3,470 )   (2,444 )
Cash flow changes in current assets and liabilities:
           
Trade accounts receivables, accrued revenues, and related party receivables
  (10,779 )   13,298  
Other current assets
  1,429     (186 )
Trade accounts payable, accrued cost of gas and liquids, related party payables and deferred revenues
  31,675     (20,467 )
Other current liabilities
  (7,159 )   (24,833 )
Distributions received from unconsolidated affiliates
  (91,893 )   (91,306 )
Other assets and liabilities
  178     61  
Net Income
$ 56,773   $ 59,991  
Add:
           
Interest expense, net
  86,058     73,548  
Depreciation and amortization
  142,519     122,695  
Income tax expense (benefit)
  89     (19 )
EBITDA
$ 285,439   $ 256,215  
Add (deduct):
           
Non-cash gain from commodity and embedded derivatives
  (16,650 )   (20,149 )
Unit-based compensation expenses
  3,470     2,687  
Loss on asset sales, net
  1,542     50  
Loss on debt refinancing, net
  7,820     -  
Income from unconsolidated affiliates
  (87,198 )   (86,921 )
Partnership's interest in unconsolidated affiliates' adjusted EBITDA
  170,582     156,000  
Other income, net
  (1,462 )   (413 )
Adjusted EBITDA
$ 363,543   $ 307,469  
Add (deduct):
           
Interest expense, excluding capitalized interest
  (110,165 )   (91,367 )
Maintenance capital expenditures
  (25,625 )   (13,776 )
Proceeds from asset sales
  22,528     10,242  
Distribution to Series A Preferred Units
  (5,836 )   (5,835 )
Other adjustments
  (2,810 )   (3,961 )
Cash available for distribution
$ 241,635   $ 202,772