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8-K - FORM 8-K - Crestwood Midstream Partners LP | h78834e8vk.htm |
EX-99.1 - EX-99.1 - Crestwood Midstream Partners LP | h78834exv99w1.htm |
EX-99.3 - EX-99.3 - Crestwood Midstream Partners LP | h78834exv99w3.htm |
EX-23.1 - EX-23.1 - Crestwood Midstream Partners LP | h78834exv23w1.htm |
Exhibit 99.2
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion of our historical consolidated financial condition and results
of operations that is intended to help the reader understand our business, results of operations
and financial condition. It should be read in conjunction with other sections of this Current
Report, including our historical consolidated financial statements and accompanying notes thereto
included in Item 8.
This MD&A includes the following sections:
| Current Year Highlights | |
| Overview and Performance Metrics | |
| Results of Operations | |
| Liquidity and Capital Resources | |
| Critical Accounting Estimates |
CURRENT YEAR HIGHLIGHTS
The following key events have impacted or are likely to impact our financial condition and
results of operations:
| The Corvette Plant was placed into service, providing enhanced compression assets and additional compression fee revenue. | |
| Credit agreement was amended by lenders to increase their commitments to $320 million. | |
| Waived repurchase of the HCDS, which resulted in recognition of discontinued operations | |
| During January 2010, we completed the purchase of the Alliance Midstream Assets, located in Tarrant and Denton counties of Texas, from Quicksilver. The Alliance Midstream Assets consist of a gathering system and a compression facility with a total capacity of 115 MMcfd, an amine treating facility with capacity of 180 MMcfd and a dehydration treating facility with capacity of 200 MMcfd. This system gathers natural gas produced by customers and delivers it to unaffiliated pipelines for further transport downstream. The consideration paid by the Partnership for the Alliance Acquisition consisted of $95.2 million in cash, which was funded with borrowings from our credit facility. The purchase price was subsequently reduced to $84.4 million due to a purchase price adjustment based on the timing of construction costs of the system. The financial statements as presented herein give retroactive effect to the Alliance Acquisition as if the Partnership owned the Alliance Midstream Assets since August 8, 2008, the date which Quicksilver acquired the Alliance Midstream Assets. |
OVERVIEW AND PERFORMANCE METRICS
We are a growth-oriented limited partnership engaged in gathering, processing and treating
natural gas produced from the Barnett Shale geologic formation of the Fort Worth Basin located in
North Texas. We began operations in 2004 to provide midstream services primarily to Quicksilver
and to other natural gas producers in this area. During 2009, more than 90% of our total gathering
and processing volumes were comprised of natural gas owned or controlled by Quicksilver.
The results of our operations are significantly influenced by the volumes of natural gas
gathered and processed through our systems. We gather, process and treat natural gas pursuant to
contracts under which we receive fees. We do not take title to the natural gas or associated NGLs
that we gather and process, and therefore, we avoid direct commodity price exposure. However, a
sustained decline in commodity prices could result in our customers reducing their production
volumes which would cause a resulting decrease in our revenues. Our contracts provide relatively
stable cash flows, but little upside in higher commodity price environments.
Our management uses a variety of financial and operational measures to analyze our
performance. We view these measures as important factors affecting our profitability and
unitholder value and therefore we review them monthly for consistency and to identify trends in our
operations. These performance measures are outlined below:
Volume We must continually obtain new supplies of natural gas to maintain or increase
throughput volumes on our gathering and processing systems. We routinely monitor producer activity
in the areas we serve to identify new supply opportunities. Our ability to achieve these
objectives is impacted by:
| the level of successful drilling and production activity in areas where our systems are located; | ||
| our ability to compete with other midstream companies for production volumes; and |
| our pursuit of new opportunities. |
Adjusted Gross Margin We use adjusted gross margin information to evaluate the relationship
between our gathering and processing revenues and the cost of operating our facilities, including
our general and administrative overhead. Adjusted gross margin is not a measure calculated in
accordance with GAAP as it does not include deductions for expenses such as interest and income tax
which are necessary to maintain our business. In measuring our operating performance, adjusted
gross margin should not be considered an alternative to, or more meaningful than, net income or
operating cash flow determined in accordance with GAAP. Our adjusted gross margin may not be
comparable to a similarly titled measure of another company because other entities may not
calculate adjusted gross margin in the same manner. A reconciliation of adjusted gross margin to
amounts reported under GAAP is presented in Results of Operations.
Operating Expenses We consider operating expenses in evaluating the performance of our
operations. These expenses are comprised primarily of direct labor, insurance, property taxes,
repair and maintenance expense, utilities and contract services, and are largely independent of the
volumes through our systems, but may fluctuate depending on the scale of our operations during a
specific period. Our ability to manage operating expenses has a significant impact on our
profitability and ability to pay distributions.
EBITDA We believe that EBITDA is a widely accepted financial indicator of a companys
operational performance and its ability to incur and service debt, fund capital expenditures and
make distributions. EBITDA is not a measure calculated in accordance with GAAP, as it does not
include deductions for items such as depreciation, interest and income taxes, which are necessary
to maintain our business. EBITDA should not be considered an alternative to net income, operating
cash flow or any other measure of financial performance presented in accordance with GAAP. EBITDA
calculations may vary among entities, so our computation may not be comparable to EBITDA measures
of other entities. In evaluating EBITDA, we believe that investors should also consider, among
other things, the amount by which EBITDA exceeds interest costs, how EBITDA compares to principal
payments on debt and how EBITDA compares to capital expenditures for each period. A reconciliation
of EBITDA to amounts reported under GAAP is presented in Results of Operations.
EBITDA is also used as a supplemental performance measure by our management and by external
users of our financial statements such as investors, commercial banks, research analysts and
others, to assess:
| financial performance of our assets without regard to financing methods, capital structure or historical cost basis; | ||
| our operating performance as compared to those of other companies in the midstream industry without regard to financing methods, capital structure or historical cost basis; and | ||
| the viability of acquisitions and capital expenditure projects and the rates of return on investment opportunities. |
2
RESULTS OF OPERATIONS
In
January 2010 we closed the Alliance Acquisition, which was comprised of the Alliance
Midstream Assets originally acquired by Quicksilver in August 2008.
Due to Quicksilvers control of the
Partnership through its ownership of the General Partner at the time of the Alliance Acquisition,
the Alliance Acquisition is considered a transfer of net assets between entities under common
control. As a result, the Partnership is required to revise its financial statements to include
the financial results and operations of the Alliance Midstream Assets. As such, the combined
results of operations gives retroactive effect to the Alliance Acquisition as if the Partnership
owned the Alliance Midstream Assets since August 8, 2008, the date which Quicksilver acquired the
Alliance Midstream Assets.
The following table summarizes our combined results of operations for each of the three years
in the period ended December 31, 2009:
Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands, except volume data) | ||||||||||||
Total revenues |
$ | 95,881 | $ | 76,084 | $ | 35,695 | ||||||
Operations and maintenance expense |
24,035 | 19,395 | 11,432 | |||||||||
General and administrative expense |
7,609 | 6,407 | 3,379 | |||||||||
Adjusted gross margin |
64,237 | 50,282 | 20,884 | |||||||||
Other income |
1 | 11 | 236 | |||||||||
EBITDA |
64,238 | 50,293 | 21,120 | |||||||||
Depreciation and accretion expense |
20,829 | 13,131 | 7,702 | |||||||||
Interest expense |
8,519 | 8,437 | 4,257 | |||||||||
Income tax provision |
399 | 253 | 313 | |||||||||
Net income from continuing operations |
34,491 | 28,472 | 8,848 | |||||||||
Loss from discontinued operations |
(1,992 | ) | (2,330 | ) | (592 | ) | ||||||
Net income |
$ | 32,499 | $ | 26,142 | $ | 8,256 | ||||||
The following table summarizes our volumes for each of the three years ended December 31,
2009:
Gathering | Processing | |||||||||||||||||||||||
2009 | 2008 | 2007 | 2009 | 2008 | 2007 | |||||||||||||||||||
(MMcf) | ||||||||||||||||||||||||
Cowtown System |
55,337 | 57,550 | 32,673 | 54,386 | 56,225 | 30,802 | ||||||||||||||||||
Lake Arlington Dry System |
23,132 | 13,067 | 1,611 | | | | ||||||||||||||||||
Alliance Midstream Assets |
15,486 | | | | | | ||||||||||||||||||
Total |
93,955 | 70,617 | 34,284 | 54,386 | 56,225 | 30,802 | ||||||||||||||||||
The following table summarizes the changes in our revenues:
Gathering | Processing | Other | Total | |||||||||||||
(In thousands) | ||||||||||||||||
Revenue for the year ended December 31, 2007 |
$ | 16,616 | $ | 18,554 | $ | 525 | $ | 35,695 | ||||||||
Volume changes |
17,610 | 15,314 | | 32,924 | ||||||||||||
Price changes |
5,473 | 1,617 | 375 | 7,465 | ||||||||||||
Revenue for the year ended December 31, 2008 |
$ | 39,699 | $ | 35,485 | $ | 900 | $ | 76,084 | ||||||||
Volume changes |
13,120 | (1,161 | ) | | 11,959 | |||||||||||
Price changes |
7,084 | 363 | 391 | 7,838 | ||||||||||||
Revenue for the year ended December 31, 2009 |
$ | 59,903 | $ | 34,687 | $ | 1,291 | $ | 95,881 | ||||||||
3
2009 Compared with 2008
Total Revenues and Volumes The increase in revenue is related to the $9.8 million of
additional compression fees on the Cowtown System where additional compression assets were placed
into service during 2009. The increase in total revenue was also due to $6.7 million in higher
revenue due to increased volumes on the LADS and $4.2 million in higher revenue on the Alliance
System, partially offset by lower processing volumes. Additionally, this volume increase was
principally due to the well connections made during 2009 as Quicksilver completed and brought
on-line additional wells in the Lake Arlington and Alliance areas. We expect our revenues to
increase in the future with the addition of the Alliance Midstream Assets which we purchased in
January 2010, as well as increases to our volumes on other existing systems. We expect the
Alliance Midstream Assets revenue to be approximately $5.1 million for the first quarter of 2010.
Operations and Maintenance Expense The increase in operations and maintenance expense was
mainly due to $3.4 million of higher cost attributable to the expansion of the Alliance
System as a
result of the addition of the compression facility and expanded gathering system. In addition,
the increase in operations and maintenance expense was due to the Corvette Plant that was placed in
service in March 2009 and additional costs to operate compression assets that were placed into
service during 2009. However, the increases in our operations and maintenance expenses have been
less significant than the increases in our throughput volumes and revenues. Operations and
maintenance expenses will likely increase in the future based primarily on the development of the
Alliance Midstream Assets, although we expect these costs to grow at a slower rate than gathering
and processing volume increases. We expect the Alliance Midstream Assets operations and
maintenance expenses to be approximately $2.2 million for the first quarter of 2010.
General and Administrative Expense The increase in general and administrative expense was
primarily the result of our expanded operations and the increase in the allocable portion of
Quicksilvers overhead costs, primarily related to safety and purchasing and transaction costs
incurred during 2009 related to the Alliance Midstream Assets purchase. General and administrative
expense includes $1.8 million and $1.2 million of equity-based compensation for 2009 and 2008,
respectively.
Adjusted Gross Margin and EBITDA Adjusted gross margin and EBITDA increased primarily as a
result of the increase in revenues described above. As a percentage of revenues, adjusted gross
margin and EBITDA increased from 66% in 2008 to approximately 67% in 2009, primarily due to the
increase in revenues, which were partially offset by operations and maintenance expense associated
with our current scale of operations and higher general and administrative expense.
Depreciation and Accretion Expense Depreciation and accretion expense increased primarily
as a result of the property, plant and equipment placed into service during 2009 in expanding our
gathering network and increasing our processing and compression capabilities. Depreciation and
accretion expenses will likely increase by an estimated $1.3 million for the first quarter of 2010
as a result of our development of the Alliance Midstream Assets.
Interest Expense Interest expense increased primarily due to greater amounts outstanding
under the Credit Agreement throughout 2009, partially offset by lower repurchase obligation balance
and lower effective interest rates. During December 2009, we used $80.5 million of proceeds from
our secondary offering to pay down the Credit Agreement. During January 2010, we re-borrowed $95
million to purchase the Alliance Midstream Assets and repaid $11 million upon the underwriters
exercise of their over-allotment.
The following table summarizes the details of interest expense for the years ended December 31,
2009 and 2008. With the culmination of our repurchase obligations during 2009, we expect no
interest expense for such items in 2010, although the increased borrowing spreads as a result of
our lenders redetermination will likely result in an increase to our interest expense:
4
Year Ended December 31, | ||||||||
2009 | 2008 | |||||||
(In thousands) | ||||||||
Interest cost: |
||||||||
Revolving credit facility |
$ | 5,076 | $ | 3,158 | ||||
Repurchase obligation |
1,681 | 4,283 | ||||||
Subordinated note to Quicksilver |
2,072 | 2,802 | ||||||
Total cost |
8,829 | 10,243 | ||||||
Less interest capitalized |
(310 | ) | (1,806 | ) | ||||
Interest expense |
$ | 8,519 | $ | 8,437 | ||||
2008 Compared with 2007
Total Revenues and Volumes Approximately $32.9 million of the increase in total revenues
was due to the increase in volumes that we gathered and processed in the Fort Worth Basin. This
volume increase was principally due to the well connections made during 2008 across each of our
systems.
Operations and Maintenance Expense The increase in operations and maintenance expense was
mainly due to the continued expansion of our natural gas gathering systems and additional operating
costs related to the full year effect of the natural gas processing facility at the Cowtown Plant
placed in service in March 2007 on the Cowtown System. However, the increases in our operations
and maintenance expenses were less significant than the increases in our throughput volumes and
revenues.
General and Administrative Expense The increase in general and administrative expense was
primarily the result of our expanded operations and the resulting increase in administrative and
managerial personnel and their related expenses to support that growth, as well as the full year
effect of being a publicly-traded partnership. General and administrative expense includes
equity-based compensation for 2008 and 2007 of $1.2 million and $0.4 million, respectively.
Adjusted Gross Margin and EBITDA Adjusted gross margin and EBITDA increased primarily as a
result of the increase in revenues described above. As a percentage of revenues, adjusted gross
margin and EBITDA increased from 59% in 2007 to approximately 66% in 2008, primarily due to the
increase in revenues, which were partially offset by operations and maintenance expense associated
with our current scale of operations and higher general and administrative expense.
Depreciation and Accretion Expense Depreciation and accretion expense increased primarily
as a result of the property, plant and equipment placed into service during 2008 in expanding our
gathering network and increasing our processing capability.
Interest Expense Interest expense increased primarily due to the increases in the
repurchase obligation to Quicksilver, the subordinated note payable to Quicksilver and the
borrowings under the Credit Agreement. Capitalized interest for 2008 relates to their construction
of the Corvette Plant.
The following table summarizes the details of interest expense for the years ended December 31,
2008 and 2007:
Year Ended December 31, | ||||||||
2008 | 2007 | |||||||
(In thousands) | ||||||||
Interest cost: |
||||||||
Revolving credit facility |
$ | 3,158 | $ | 353 | ||||
Repurchase obligation |
4,283 | 2,235 | ||||||
Subordinated note to Quicksilver |
2,802 | 1,669 | ||||||
Total cost |
10,243 | 4,257 | ||||||
Less interest capitalized |
(1,806 | ) | | |||||
Interest expense |
$ | 8,437 | $ | 4,257 | ||||
5
LIQUIDITY AND CAPITAL RESOURCES
Our sources of liquidity include:
| cash generated from operations; | ||
| borrowings under our credit agreement; and | ||
| future capital market transactions. |
We believe that the cash generated from these sources will be sufficient to meet our expected
$0.39 per unit quarterly cash distributions during 2010 and satisfy our short-term working capital
and maintenance capital expenditure requirements. In funding the $95.2 million purchase of the
Alliance Midstream Assets in January 2010, we re-borrowed $95 million from our Credit Agreement in
January 2010 and repaid $11 million upon the underwriters exercise of their over-allotment option.
Since the inception of operations in 2004, our cash flows have been significantly influenced
by Quicksilvers production in the Fort Worth Basin. As Quicksilver and others have developed the
Fort Worth Basin, we have expanded our gathering and processing facilities to serve the additional
volumes produced by such development.
Known Trends and Uncertainties
Our financial condition and results of operations, including our liquidity and profitability,
can be significantly affected by the following:
| natural gas prices; | ||
| dependency on Quicksilver and the Fort Worth Basin; and | ||
| regulatory requirements. |
The volumes of natural gas that we gather and process are dependent upon the natural gas
volumes produced by our customers, which may be affected by prevailing natural gas prices, their
derivative programs, and the availability and cost of capital. We cannot predict future changes to
natural gas prices or how any such pricing changes will influence producers behaviors. If reduced
drilling and development programs in the Fort Worth Basin were to be sustained over a prolonged
period of time, we could experience a reduction in volumes through our system and therefore
reductions of revenue and cash flows.
At this time, all of our revenue is derived from our operations in the Fort Worth Basin. In
addition, approximately 90% of our total gathering and processing revenue is associated with
natural gas volumes owned or controlled by Quicksilver. The risk of revenue fluctuations in the
near-term is somewhat mitigated by the use of fixed fee contracts for providing gathering and
processing and treating services to our customers, but we are still susceptible to volume
fluctuations. To reduce the concentration risk associated with our dependency on one producer and
one geographic area, we are regularly reviewing opportunities for both organic growth projects and
acquisitions in other producing basins and with other producers.
We are subject to environmental laws, regulations and permits, including green house gas
requirements that may expose us to significant costs or obligations. In general, these laws,
regulations, and permits have become more stringent over time and are subject to further changes
and could materially affect our financial condition and results of operations in the future.
Significant Economic Factors That Impact our Business
Changes in natural gas supply such as new discoveries of natural gas reserves, declining
production in older fields and the introduction of new sources of natural gas supply, such as
non-conventional and emerging natural gas shale plays, affect the demand from producers for our
services. As these supply dynamics change, we anticipate that we will actively pursue projects
that will allow us to provide midstream services to producers associated with the growth of new
sources of supply. Changes in demographics, the amount of natural gas fired power generation,
liquefied natural gas imports and shifts in industrial and residential usage affect the overall
demand for natural gas.
We believe that the key factors that impact our business are the natural gas prices, our
customers drilling and completion activities, and government regulation on natural gas pipelines.
These key factors play an important role in how we evaluate our operations and implement our
long-term strategies.
6
Cash Flows
Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
Net cash provided by operating activities |
$ | 68,949 | $ | 52,572 | $ | 14,949 | ||||||
Net cash used in investing activities |
(54,818 | ) | (148,079 | ) | (73,797 | ) | ||||||
Net cash provided by (used in) financing activities |
(13,688 | ) | 94,685 | 57,176 |
2009 Cash Flows Compared to 2008
Cash Flows Provided by Operating Activities The increase in cash flows provided by
operating activities resulted primarily from increased revenues and higher profitability associated
with the natural gas gathered and processed through our systems, due to factors discussed above in
our results of operations.
Cash Flows Used in Investing Activities The decrease in cash flows used in investing
activities resulted from the lower capital expenditures used to expand our gathering system and
processing capabilities, particularly due to an $80 million decrease in spending on plant capital,
most significantly related to spending for the Corvette Plant construction. In 2009, we spent
$26.9 million on gathering assets, and $27.9 million on processing facilities, which included $26.6
million related to the Corvette Plant. The cash flows used in investing activities during 2009
include the payment of $25.8 million that was incurred and accrued at December 31, 2008.
Cash Flows Used in Financing Activities Changes in cash flows used in financing activities
during 2009 consisted primarily of the 2009 net pay down under our Credit Agreement of $49.5
million compared with 2008 net borrowings of $169.9 million. In addition, we distributed $5.0
million more to our unitholders during 2009. Our secondary offering during December 2009,
generated proceeds of $80.8 million for which there was no comparable 2008 event. Cash flows in
2009 also reflect $36.4 million of lower payments pursuant to repurchase obligations compared to
2008, when we purchased LADS.
2008 Cash Flows Compared to 2007
Cash Flows Provided by Operating Activities The increase in cash flows provided by
operating activities resulted primarily from increased revenues and higher profitability associated
with the services we provided to the customers whose wells are connected to our systems.
Cash Flows Used in Investing Activities The increase in cash flows used in investing
activities resulted from the higher capital expenditures used to expand our gathering system and
processing capabilities. In 2008 we paid $40.5 million on gathering assets and $107.6 million on
processing facilities which included $101.9 million related to the Corvette Plant.
Cash Flows Provided by Financing Activities Cash flows provided by financing activities in
2008 consisted primarily of the proceeds from borrowings under our Credit Agreement of $169.9
million used to expand our fixed asset base, partially offset by the full year effect of
distributions of $31.9 million to our unitholders. We funded a portion of our repurchase
obligation to Quicksilver for our 2008 purchase of the LADS for $42.1 million with borrowings under
the Credit Agreement.
Capital Expenditures
The midstream energy business is capital intensive, requiring significant investment for the
acquisition or development of new facilities. We categorize our capital expenditures as either:
| expansion capital expenditures, which are made to construct additional assets, expand and upgrade existing systems, or acquire additional assets; or | ||
| maintenance capital expenditures, which are made to replace partially or fully depreciated assets, to maintain the existing operating capacity of our assets and extend their useful lives, or to maintain existing system volumes and related cash flows. |
Since our inception in 2004, we have made substantial capital expenditures. We anticipate
that we will continue to make capital expenditures to develop our gathering and processing network
as Quicksilver continues to expand its development efforts in the Fort Worth Basin. Consequently,
our ability to develop and maintain sources of funds to meet our capital requirements is critical
to our ability to meet our growth objectives and to maintain our distribution levels.
7
We have budgeted $80 million in capital expenditures for 2010, of which $6.6 million is
classified as maintenance capital expenditures. The capital budget includes $50 million for the
construction of pipelines and gathering systems, $22 million for compression assets and $8 million
for processing plants. The $80 million 2010 capital budget includes approximately $44 million for
additional post-acquisition expenditures on the Alliance Midstream Assets.
Repurchase Obligation to Quicksilver
During 2009, our independent directors voted to acquire certain of the Cowtown Pipeline assets
subject to the repurchase obligation that had an original cost of approximately $5.6 million. We
paid $5.6 million for these assets in September 2009. Furthermore, the independent directors
elected not to acquire certain Cowtown Pipeline assets that had been previously included in the
repurchase obligation. In doing so, we derecognized assets with a carrying value of $56.8 million
and also derecognized liabilities associated with the repurchase of $68.6 million. The difference
of $11.8 million between the assets carrying values and their repurchase obligation was reflected
as an increase in partners capital effective upon the decision not to purchase. We also entered
into an agreement with Quicksilver to permit us to gather third party gas for a fee across the
Cowtown Pipeline laterals retained by Quicksilver. The decision not to purchase certain Cowtown
Pipeline assets did not have a material effect on our gathering and processing revenues as the
natural gas stream from these laterals continues to flow into our Cowtown Pipeline gathering and
processing facilities.
We had been obligated to repurchase from Quicksilver a gas gathering system in Hill
County, Texas, which we refer to as the HCDS, at its fair market value within two years after its
completion and commencement of commercial service. As a result of this contractual purchase
obligation, we have historically included the HCDS in our financial statements since our initial
public offering. In November 2009, we and Quicksilver mutually agreed to waive both parties
rights and obligations to transfer ownership of the HCDS to us. The assets, liabilities, revenues
and expenses directly attributable to the HCDS for the periods prior to November 2009 have been
retroactively reported as discontinued operations.
For a complete description of our repurchase obligations to Quicksilver, see Note 2 to our
consolidated financial statements included in Item 8 of this Current Report, which is incorporated
herein by reference.
Other Matters
We regularly review opportunities for both organic growth projects and acquisitions that will
enhance our financial performance. Since we strive to distribute most of our available cash to our
unitholders, we will depend on a combination of borrowings under our Credit Agreement, operating
cash flows and debt or equity offerings to finance any future growth capital expenditures or
acquisitions.
Credit Agreement and Subordinated Note
For a complete description of Long Term Debt, see Note 7 to our consolidated financial
statements included in Item 8 of this Current Report, which is incorporated herein by reference.
Total Contractual Obligations
The following table summarizes our total contractual cash obligations as of December 31, 2009.
Payments Due by Period | ||||||||||||||||||||||||
Contractual Obligations | Total | 2010 | 2011 | 2012 | 2013 | Thereafter | ||||||||||||||||||
(In millions) | ||||||||||||||||||||||||
Long-term debt (1) |
$ | 181.1 | $ | 2.5 | $ | 1.1 | $ | 126.5 | $ | 51.0 | $ | | ||||||||||||
Scheduled interest obligations (2) (3) |
18.7 | 6.5 | 6.5 | 5.3 | 0.4 | | ||||||||||||||||||
Asset retirement obligations (4) |
8.9 | | | | | 8.9 | ||||||||||||||||||
Total contractual obligations |
$ | 208.7 | $ | 9.0 | $ | 7.6 | $ | 131.8 | $ | 51.4 | $ | 8.9 | ||||||||||||
(1) | As of December 31, 2009, we had $125.4 million outstanding under our Credit Agreement and a $55.7 million subordinated note payable to Quicksilver. | |
(2) | Based on our debt outstanding and interest rates in effect at December 31, 2009, we would anticipate interest payments to be approximately $4 million annually on our Credit Agreement and approximately $2.5 million on our subordinated note. For each additional $10.0 million in borrowings, annual interest payments will increase by approximately $0.8 million. If the committed amount under our Credit Agreement were to be fully utilized |
8
by year-end 2010 at interest rates in effect at December 31, 2009, we estimate that annual interest expenses would increase by approximately $6.3 million. If interest rates on our December 31, 2009 variable debt balance of $181.1 million increase or decrease by one percentage point, our annual income will decrease or increase by $1.8 million. | ||
(3) | Based on our debt outstanding at December 31, 2009 and the net re-borrowing of $84 million, in January 2010, to fund the Alliance Midstream Assets and interest rates in effect at December 31, 2009, we anticipate interest payments to be approximately $9.2 million in 2010. For each additional $10.0 million in borrowings, annual interest payments will increase by approximately $0.8 million. If the committed amount under our Credit Agreement were to be fully utilized by year-end 2010 at interest rates in effect at December 31, 2009, we estimate that annual interest expenses would increase by approximately $3.6 million. If interest rates on our December 31, 2009 variable debt balance of $265.1 million increase or decrease by one percentage point, our annual income will decrease or increase by $2.6 million. | |
(4) | For more information regarding our asset retirement obligations, see Note 8 to our consolidated financial statements, included in Item 8 of this Current Report, none of which is expected to be due before 2015. |
CRITICAL ACCOUNTING ESTIMATES
Management discusses with our Audit Committee the development, selection and disclosure of our
critical accounting policies and estimates and the application of these policies and estimates.
Our consolidated financial statements are prepared in accordance with GAAP in the United States.
We believe our accounting policies are appropriately selected and applied.
Use of Estimates
GAAP requires management to make estimates and judgments that affect the amounts reported in
the financial statements and notes. These estimates and judgments are based on information
available at the time that we make such estimates and judgments. These estimates and judgments
principally affected the reported amounts of depreciation expense, asset retirement obligations and
stock-based compensation.
Depreciation Expense and Cost Capitalization Policies
Policy Description
Our assets consist primarily of natural gas gathering pipelines, processing plants and
compression facilities. We capitalize all construction-related direct labor and material costs
plus the interest cost associated with financing the construction of new facilities. These
aggregate costs less the estimated salvage value are then depreciated using the straight-line
method over the estimated useful life of the constructed asset. The costs of renewals and
betterments that extend the useful life or substantially improve the efficiency of property, plant
and equipment are also capitalized. The costs of repairs, replacements and normal maintenance
projects are expensed as incurred.
Judgments and Assumptions
The computation of depreciation expense requires judgment regarding the estimated useful lives
and salvage value of assets. As circumstances warrant, depreciation estimates are reviewed to
determine if any changes are needed. Such changes could involve an increase or decrease in
estimated useful lives or salvage values which could impact current and future depreciation
expense. When making expenditures, we also must determine whether they improve efficiency or
extend the useful life of the underlying assets, to determine whether to capitalize such amounts
paid.
Asset Retirement Obligations
Policy Description
In certain instances, we have obligations to remove equipment and restore land at the end of
our right-of-way period or the assets useful life. We estimate the amount and timing of asset
retirement expenditures and record the discounted fair value of asset retirement obligations as a
liability in the period in which it is legally or contractually incurred. Upon initial recognition
of the asset retirement liability, an asset retirement cost is capitalized by increasing the
carrying amount
of the related long-lived asset by the same amount as the liability. Changes in the liability
for the asset retirement obligation are recognized for both the passage of time and revisions to
either the timing or the amount of the estimated cash flows. In periods subsequent to initial
measurement, the asset retirement cost is allocated to expense on a straight-line basis over the
assets useful life.
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Judgments and Assumptions
Inherent in the fair value calculation of asset retirement obligations are numerous
assumptions and judgments including the estimated remaining lives of the wells connected to our
systems, the estimated cost to remove equipment or restore land in the future, inflation factors,
credit adjusted discount rates and changes in the legal or regulatory requirements. To the extent
future revisions to these assumptions impact the fair value of our existing asset retirement
obligation, a corresponding adjustment is made to our liability.
Equity-Based Compensation
Policy Description
Prior to 2007, we issued no equity-based compensation awards. During 2007, 2008 and 2009, we
issued phantom units to certain non-management directors and executive officers of our General
Partner and employees of Quicksilver who provide services to us. An estimate of fair value is
determined for all share-based payment awards on grant date. Compensation expense for all
share-based payment awards is recognized over the vesting period for each award.
Judgments and Assumptions
Generally accepted valuation techniques require management to make assumptions and to apply
judgment to determine the fair value of our awards. These assumptions and judgments include
forfeiture rates and estimated distributions during the vesting period. Changes in these
assumptions can materially affect the fair value estimate.
We do not believe there is a reasonable likelihood that there will be a material change in the
future estimates or assumptions that we use to determine stock-based compensation expense.
However, if actual results are not consistent with our estimates or assumptions, we may be exposed
to changes in stock-based compensation expense that could be material. If actual results are not
consistent with the assumptions used, the stock-based compensation expense reported in our
financial statements may not be representative of the actual economic cost of the stock-based
compensation.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements within the meaning of Item 303(a)(4) of SEC
Regulation S-K.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The information regarding recent accounting pronouncements is included in Note 2 to our
consolidated financial statements, included in Item 8 of this Current Report.
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