Attached files
file | filename |
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10-K - FORM 10-K - Archrock Partners, L.P. | h79908e10vk.htm |
EX-31.2 - EX-31.2 - Archrock Partners, L.P. | h79908exv31w2.htm |
EX-23.1 - EX-23.1 - Archrock Partners, L.P. | h79908exv23w1.htm |
EX-31.1 - EX-31.1 - Archrock Partners, L.P. | h79908exv31w1.htm |
EX-21.1 - EX-21.1 - Archrock Partners, L.P. | h79908exv21w1.htm |
EX-32.1 - EX-32.1 - Archrock Partners, L.P. | h79908exv32w1.htm |
EX-32.2 - EX-32.2 - Archrock Partners, L.P. | h79908exv32w2.htm |
Exhibit 99.1
EXTERRAN PARTNERS, L.P.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 2010
(In thousands, except per unit data)
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 2010
(In thousands, except per unit data)
Carve-off for | ||||||||||||||||||||
August 2010 | Non-Acquired | |||||||||||||||||||
Exterran | Contract | Business of | Exterran | |||||||||||||||||
Partners, L.P. | Operations | Customers Partially | Partners, L.P. | |||||||||||||||||
Historical | Acquisition | Adjustments | Acquired | Pro Forma | ||||||||||||||||
Revenue |
$ | 237,636 | $ | 34,458 | $ | | $ | (2,809 | ) | $ | 269,285 | |||||||||
Costs and expenses: |
||||||||||||||||||||
Cost of sales (excluding depreciation and amortization) |
124,242 | 14,145 | | (1,153 | ) | 137,234 | ||||||||||||||
Depreciation and amortization |
52,518 | 8,182 | | (667 | ) | 60,033 | ||||||||||||||
Fleet impairment |
24,976 | | | | 24,976 | |||||||||||||||
Selling, general and administrative |
34,830 | 2,415 | 987 | (A) | (277 | ) | 37,955 | |||||||||||||
Interest expense |
24,037 | | | | 24,037 | |||||||||||||||
Other (income) expense, net |
(314 | ) | | | | (314 | ) | |||||||||||||
Total costs and expense |
260,289 | 24,742 | 987 | (2,097 | ) | 283,921 | ||||||||||||||
Income (loss) before income taxes |
(22,653 | ) | 9,716 | (987 | ) | (712 | ) | (14,636 | ) | |||||||||||
Income taxes |
680 | | 115 | (B) | (10 | ) | 785 | |||||||||||||
Net income (loss) |
$ | (23,333 | ) | $ | 9,716 | $ | (1,102 | ) | $ | (702 | ) | $ | (15,421 | ) | ||||||
General partner interest in net income (loss) |
$ | 1,091 | $ | 1,465 | ||||||||||||||||
Common units interest in net income (loss) |
$ | (19,257 | ) | $ | (13,869 | ) | ||||||||||||||
Subordinated units interest in net income (loss) |
$ | (5,167 | ) | $ | (3,017 | ) | ||||||||||||||
Weighted average common units outstanding: |
||||||||||||||||||||
Basic |
21,360 | 8,207 | (C) | 26,352 | ||||||||||||||||
Diluted |
21,360 | 8,207 | (C) | 26,352 | ||||||||||||||||
Weighted average subordinated units outstanding: |
||||||||||||||||||||
Basic |
5,731 | 5,731 | ||||||||||||||||||
Diluted |
5,731 | 5,731 | ||||||||||||||||||
Loss
per common unit: |
||||||||||||||||||||
Basic |
$ | (0.90 | ) | $ | (0.53 | ) | ||||||||||||||
Diluted |
$ | (0.90 | ) | $ | (0.53 | ) | ||||||||||||||
Loss
per subordinated unit: |
||||||||||||||||||||
Basic |
$ | (0.90 | ) | $ | (0.53 | ) | ||||||||||||||
Diluted |
$ | (0.90 | ) | $ | (0.53 | ) | ||||||||||||||
The accompanying notes are an integral part of these unaudited pro forma consolidated financial
statement.
EXTERRAN PARTNERS, L.P.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENT
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENT
1. Basis of Presentation and the August 2010 Contract Operations Acquisition
The historical financial information is derived from the consolidated financial statements of the
Partnership and the combined financial statements of the August 2010 Contract Operations
Acquisition. The pro forma adjustments have been prepared as if the transactions, as described
below, had taken place as of January 1, 2010.
The pro forma financial statements reflect the following transactions:
As related to the August 2010 Contract Operations Acquisition:
| our acquisition of the Assets from Exterran Holdings; | ||
| our issuance of 8,206,863 common units to Exterran Holdings and 167,075 general partner units to Exterran General Partner, L.P., our general partner and Exterran Holdings wholly-owned subsidiary. |
2. Pro Forma Adjustments and Assumptions
(A) Reflects an allocation of selling, general and administrative (SG&A) expenses of
Exterran Holdings for the year ended December 31, 2010 of $1.0 million, related to the August 2010
Contract Operations Acquisition. SG&A expenses in this adjustment include only the allocation of
indirect expenses and have been allocated to us based on the percentage of total horsepower of
compressor units we acquired in the transactions to total horsepower of Exterran Holdings and our
compressor units in accordance with an omnibus agreement among us, Exterran Holdings and others.
(B) Reflects additional taxes for the year ended December 31, 2010 of $0.1 million, in connection
with the August 2010 Contract Operations Acquisition, that we would have incurred under the Texas
margins tax and Michigan Business Tax related to the contract operations service agreements that we
acquired from Exterran Holdings in the transaction. Note that a 10% increase or decrease in the
apportionment factor used to calculate the margin tax expense for the unaudited pro forma
consolidated statement of operations presented herein would not have a material impact on the
amount of such tax expense.
(C) Reflects the issuance of 8,206,863 common units to Exterran Holdings in connection with the
August 2010 Contract Operations Acquisition.
3. Carve-off for Non-Acquired Business of Customers Partially Acquired
The combined statements of assets acquired and liabilities assumed and revenues and direct
operating expenses includes all contract compression business with the customers that have been
partially acquired in the August 2010 Contract Operations Acquisition even though some of the
business currently contracted with that customer was not transferred in the August 2010 Contract
Operations Acquisition or in prior acquisitions. To better reflect the amount of business acquired,
the unaudited pro forma financial statements include an adjustment to the combined statements of
assets acquired and liabilities assumed and revenues and direct operating expenses to reflect the
amount of business in the August 2010 Contract Operations Acquisition not actually acquired. The
percentage was based on the ratio of horsepower acquired in the August 2010 Contract Operations
Acquisition to the total horsepower in service for each of this type of customer on the closing
date of the August 2010 Contract Operations Acquisition. The ratio was applied retrospectively to
all of the historical periods to present the contract compression revenues and expenses with that
customer.
4. Pro Forma Net Income Per Limited Partner Unit
Pro forma net income per limited partner unit is determined by dividing the pro forma net income
that would have been allocated to the common and subordinated unitholders by the number of common
and subordinated units expected to be outstanding after the completion of the transactions included
in the pro forma consolidated financial statements. All units issued in connection with the August
2010 Contract Operations Acquisition were assumed to have been outstanding since January 1, 2010.
Pursuant to the partnership agreement, to the extent that the quarterly distributions exceed
certain targets, the general partner is entitled to receive certain incentive distributions that
will result in more net income proportionately being allocated to the general partner than to the
holders of common and subordinated units. The pro forma net income per unit calculations reflect
the incentive distributions made to the general partner and a reduction of net income allocable to
the limited partners of $0.2 million for the year ended December 31, 2010, which reflects the
amount of additional incentive distributions that would have occurred if the excess of net income
over actual distributions for the period been distributed.