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8-K/A - FORM 8K AMENDMENT - WILLIAMS PARTNERS L.P.d300283d8ka.htm
EX-99.3 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - WILLIAMS PARTNERS L.P.d300283dex993.htm
EX-99.2 - CONSOLIDATED FINANCIAL STATEMENTS - WILLIAMS PARTNERS L.P.d300283dex992.htm
EX-23.1 - CONSENT OF PRICEWATERHOUSECOOPERS LLP. - WILLIAMS PARTNERS L.P.d300283dex231.htm

Exhibit 99.1

APPALACHIA MIDSTREAM SERVICES, L.L.C.

INDEX TO FINANCIAL STATEMENTS

 

    Page

Financial Statements (Unaudited):

 

Condensed Consolidated Balance Sheets as of September 30, 2011 and December 31,  2010

  2

Condensed Consolidated Statements of Operations for the Nine Months ended September 30, 2011 and 2010

  3

Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2011 and 2010

  4

Condensed Consolidated Statements of Changes in Division Equity for the Nine Months ended September 30, 2011

  5

Notes to Condensed Consolidated Financial Statements

  6


APPALACHIA MIDSTREAM SERVICES, L.L.C.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

     September 30,
2011
    December 31,
2010
 
     ($ in thousands)  

ASSETS (collateral for Parent debt—see Note 8)

    

Current assets:

    

Cash and cash equivalents

   $ —        $ —     

Accounts receivable, including $64,194 and $16,092 from related parties at September 30, 2011 and December 31, 2010, respectively

     114,199        71,296   

Other current assets

     497        76   
  

 

 

   

 

 

 

Total current assets

     114,696        71,372   
  

 

 

   

 

 

 

Property, plant and equipment:

    

Gathering systems

     386,294        235,223   

Other fixed assets

     3,075        2,465   

Less: Accumulated depreciation

     (22,792     (14,748
  

 

 

   

 

 

 

Total property, plant and equipment, net

     366,577        222,940   
  

 

 

   

 

 

 

Deferred loan costs, net

     1,175        709   
  

 

 

   

 

 

 

Total assets (collateral for Parent debt—see Note 8)

   $ 482,448      $ 295,021   
  

 

 

   

 

 

 

LIABILITIES AND DIVISION EQUITY

    

Current liabilities:

    

Accounts payable, including $1,465 and $678 from related parties at September 30, 2011 and December 31, 2010, respectively

   $ 100,882      $ 58,756   

Accrued liabilities

     2,955        1,782   
  

 

 

   

 

 

 

Total current liabilities

     103,837        60,538   
  

 

 

   

 

 

 

Long-term liabilities:

    

Revolving bank credit facility, affiliate

     62,065        13,057   
  

 

 

   

 

 

 

Total long-term liabilities

     62,065        13,057   
  

 

 

   

 

 

 

Commitments and contingencies (Note 7)

    

Division Equity

     316,546        221,426   
  

 

 

   

 

 

 

Total liabilities and division equity

   $ 482,448      $ 295,021   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2


APPALACHIA MIDSTREAM SERVICES, L.L.C.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

     Nine Months Ended
September 30,
 
     2011     2010  
     ($ in thousands)  

Revenues, including revenue from affiliates (Note 3):

   $ 48,343      $ 34,766   

Operating Expenses:

    

Operating, including expenses from affiliates (Note 3)

     25,393        18,540   

Depreciation

     8,043        5,856   

General and administrative, including expenses from affiliates (Note 3)

     5,807        3,500   
  

 

 

   

 

 

 

Total operating expenses

     39,243        27,896   
  

 

 

   

 

 

 

Operating income

     9,100        6,870   
  

 

 

   

 

 

 

Other Income (Expense):

    

Interest expense

     (455     (277
  

 

 

   

 

 

 

Net income

   $ 8,645      $ 6,593   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3


APPALACHIA MIDSTREAM SERVICES, L.L.C.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

     Nine Months Ended
September 30,
 
     2011     2010  
     ($ in thousands)  

Cash flows from operating activities:

  

Net income

   $ 8,645      $ 6,593   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation

     8,043        5,856   

Changes in assets and liabilities:

    

Increase in accounts receivable

     (42,903     (9,444

Increase in other assets

     (421     (125

Increase in accounts payable

     28,818        (1,045

Increase in accrued liabilities

     1,173        385   
  

 

 

   

 

 

 

Net cash provided by operating activities

     3,355        2,220   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Additions to property, plant and equipment

     (138,372     (53,844
  

 

 

   

 

 

 

Net cash used in investing activities

     (138,372     (53,844
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Contributions from Parent, net

     86,475        17,155   

Proceeds from revolving bank credit facility, affiliate

     213,221        70,742   

Payments on revolving bank credit facility, affiliate

     (164,213     (36,017

Debt issuance cost

     (466     (256
  

 

 

   

 

 

 

Net cash provided by financing activities

     135,017        51,624   
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     —          —     

Cash and cash equivalents, beginning of period

     —          —     
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ —        $ —     
  

 

 

   

 

 

 

Supplemental disclosure of non-cash investing activities:

    

Changes in accounts payable related to purchase of property, plant and equipment

   $ 13,308      $ 10,909   

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4


APPALACHIA MIDSTREAM SERVICES, L.L.C.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DIVISION EQUITY

(Unaudited)

 

 

     Nine Months Ended
September 30, 2011
 
     ($ in thousands)  

Beginning balance

   $ 221,426   

Net income

     8,645   

Contributions from Parent, net

     86,475   
  

 

 

 

Ending Balance

   $ 316,546   
  

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

5


APPALACHIA MIDSTREAM SERVICES, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. Nature of Business and Basis of Presentation

The accompanying financial statements and related notes present the financial position, results of operations, changes in division equity and cash flows of Appalachia Midstream Services, L.L.C. (“Appalachia Midstream”) acquired by Chesapeake Midstream Partners, L.P. (the “Partnership”) from Chesapeake Midstream Development, L.P. (the “Parent”), an affiliate of Chesapeake Energy Corporation (“Chesapeake”). The Partnership acquired Chesapeake’s 100% ownership interest in Appalachia Midstream, the operator and approximate average 47% joint owner of 10 gas gathering systems in the Marcellus Shale, which consists of approximately 200 miles of gathering pipeline in West Virginia and Pennsylvania.

These condensed consolidated financial statements were prepared in connection with the Partnership’s acquisition of Appalachia Midstream from the Parent and incorporate the activities and account balances of Appalachia Midstream as reflected in the historical cost-basis accounts of Chesapeake, with certain adjustments made in order to reasonably reflect substantially all of the costs of doing business. These adjustments required the use of management’s assumptions, allocations and estimates.

These financial statements and notes thereto were prepared for the purpose of complying with Securities and Exchange Commission rules and regulations, including but not limited to Regulation S-X, Article 3, General Instructions as to Financial Statements, and Staff Accounting Bulleting Topic 1-B, Allocation of Expenses and Related Disclosures in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity. Certain expenses incurred by Chesapeake and its affiliates were only indirectly attributable to Appalachia Midstream. Accordingly, these financial statements are not indicative of the actual results of operations that would have occurred if Appalachia Midstream had been operated separately during the periods reported under the fee based gathering agreements with Chesapeake and other third party producers. Transactions between Appalachia Midstream and Chesapeake and its affiliates have been identified in the financial statements as transactions between affiliates. The allocations and related estimates and assumptions are more fully described in Note 2 and Note 3.

The accompanying financial statements and related notes present the unaudited condensed consolidated balance sheets of Appalachia Midstream as of September 30, 2011 and December 31, 2010. They also include the unaudited condensed consolidated statements of operations for the nine-month periods ended September 30, 2011 and 2010, the unaudited condensed consolidated statements of cash flows for Appalachia Midstream for the nine-month periods ended September 30, 2011 and 2010, and unaudited changes in division equity of Appalachia Midstream for the nine-month period ended September 30, 2011.

The accompanying condensed consolidated financial statements were prepared using accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Certain footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been appropriately condensed or omitted in this report. Management believes the disclosures made are adequate to make the information presented not misleading.

Management has evaluated and disclosed all material subsequent events through February 14, 2012.

 

2. Summary of Significant Accounting Policies

Use of Estimates

To conform to accounting principles generally accepted in the United States, management makes estimates and assumptions that affect the amounts reported in the financial statements and the notes thereto. These estimates are evaluated on an ongoing basis, utilizing historical experience and other methods considered reasonable in the particular circumstances. Although these estimates are based on management’s best available knowledge at the time, actual results may differ.

 

6


APPALACHIA MIDSTREAM SERVICES, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Effects on Appalachia Midstream’s business, financial position and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revision become known. Changes in facts and circumstances or discovery of new facts and circumstances may result in revised estimates and actual results may differ from these estimates.

Fair Value

Estimated fair values are determined by using available market information and valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. The use of different market assumptions or valuation methodologies may have a material effect on the estimated fair value amounts. Based on the borrowing rates available at September 30, 2011, for debt with similar terms and maturities, the carrying value of long-term debt approximates its fair value.

The carrying amount of accounts receivable and accounts payable reported on the balance sheet approximates fair value.

Property, plant and equipment and impairment of long-lived assets

Property, plant and equipment are stated at the lower of historical cost less accumulated depreciation or fair value if impaired. All construction related direct labor and material costs are capitalized. The cost of renewals and betterments that extend the useful life of property, plant and equipment is also capitalized. The cost of repairs, replacements and major maintenance projects that do not extend the useful life or increase the expected output of property, plant and equipment is expensed as incurred.

Depreciation is calculated using the straight-line method, based on the assets’ estimated useful lives. These estimates are based on various factors including age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. When assets are placed into service, management makes estimates with respect to useful lives and salvage values that management believes are reasonable. However, subsequent events could cause a change in estimates, thereby impacting future depreciation amounts.

Management evaluates the ability to recover the carrying amount of long-lived assets and determines whether such long-lived assets have been impaired. Impairment exists when the carrying amount of an asset exceeds estimates of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. When alternative courses of action to recover the carrying amount of a long-lived asset are under consideration, estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence. If the carrying amount of the long-lived asset is not recoverable, based on the estimated future undiscounted cash flows, the impairment loss is measured as the excess of the asset’s carrying amount over its estimated fair value, such that the asset’s carrying amount is adjusted to its estimated fair value with an offsetting impairment charge.

Fair value represents the estimated price between market participants to sell an asset in the principal or most advantageous market for the asset, based on assumptions a market participant would make. When warranted, management assesses the fair value of long-lived assets using commonly accepted techniques and may use more than one source in making such assessments. Sources used to determine fair value include, but are not limited to, recent third-party comparable sales, internally developed discounted cash flow analyses and analyses from outside advisors. Significant changes, such as changes in contract rates or terms, the condition of an asset, or management’s intent to utilize the asset, generally require management to reassess the cash flows related to long-lived assets. No impairment was recognized for the nine months ended September 30, 2011 or 2010.

Revenue recognition

Revenue includes gathering services pursuant to fee-based agreements. Under its fee-based agreements, Appalachia Midstream earns a fixed fee per unit of the natural gas gathered and recognizes revenues for its services at the time such services are performed.

 

7


APPALACHIA MIDSTREAM SERVICES, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Natural gas imbalances

Other current assets includes natural gas imbalance receivables resulting from differences in (i) gas volumes received into Appalachia Midstream and (ii) gas volumes delivered by Appalachia Midstream to customers or otherwise settled pursuant to the applicable contract terms. Natural gas imbalances that are subject to monthly cash settlement are valued according to the terms of the contract as of the balance sheet dates, and generally reflect market index prices. Other natural gas imbalances that are ultimately settled in-kind are valued at the weighted average cost of natural gas as of the balance sheet dates. Changes in natural gas imbalances are reported in other revenues or cost of product expense in the statements of operations.

Cash

Chesapeake or its affiliates provided cash as needed to support Appalachia Midstream and collected cash from the services provided by Appalachia Midstream. Consequently, the accompanying balance sheets do not include any cash balances. See Note 3—Transactions with Affiliates for information on the Parent’s centralized cash management process. Net cash paid to or received from the Parent is reflected as net contributions from Parent on the accompanying statements of division equity and cash flows.

Income Taxes

Appalachia Midstream is not subject to federal or state income taxes. As such these financial statements do not include any federal or state income taxes.

3. TRANSACTIONS WITH AFFILIATES

Affiliate transactions

Appalachia Midstream provides natural gas gathering and processing services to Chesapeake and a portion of Appalachia Midstream’s expenditures are paid by or to Chesapeake. Each of these activities results in affiliate transactions.

Cash management

Chesapeake operates a cash management system whereby excess cash from most of its subsidiaries, held in separate bank accounts, is swept into a centralized account. Purchases related to Appalachia Midstream’s third-party transactions were paid in cash by Chesapeake within the centralized cash management system and were ultimately settled through an adjustment to division equity. Interest on outstanding net affiliate balances owed to Appalachia Midstream was charged at a variable rate based on the Parent’s weighted average return on short-term investments (0.1% and 0.5% at September 30, 2011 and 2010, respectively). The outstanding affiliate balances were entirely settled through an adjustment to division equity in connection with the Appalachia Midstream Acquisition.

Allocation of costs

Appalachia Midstream does not have any employees. The employees supporting the operations of Appalachia Midstream are employees of Chesapeake. For the purpose of these financial statements, a portion of Chesapeake’s general and administrative expenses has been allocated to Appalachia Midstream in the form of a management services fee and included in the accompanying statements of operations. The management services fee represents allocable costs, including compensation, benefits, pension and postretirement costs, associated with the provision of services for or on the behalf of Appalachia Midstream by the Parent related to the following: (i) various business services, including, but not limited to, payroll, accounts payable and facilities management; and (ii) various corporate services, including, but not limited to, legal, accounting, treasury, information technology and human resources. General, administrative and management costs were allocated to Appalachia Midstream based on direct operating expense of the Parent. Management considers these allocation methodologies to be reasonable. These general and administrative charges were $2.7 million and $1.9 million for the nine months ended September 30, 2011 and 2010, respectively.

 

8


APPALACHIA MIDSTREAM SERVICES, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Summary of affiliate transactions

Revenues from affiliates include amounts earned by Appalachia Midstream from gathering services provided to Chesapeake. Operating expenses include all amounts accrued or paid to affiliates for the operation of Appalachia Midstream, whether in providing services to affiliates or to third parties, including field labor, measurement and analysis, and other disbursements. Affiliate expenses do not bear a direct relationship to affiliate revenues and third-party expenses do not bear a direct relationship to third-party revenues. For example, Appalachia Midstream’s affiliate expenses are not necessarily those expenses attributable to generating affiliate revenues. The following table summarizes affiliate transactions:

 

     Nine Months Ended
September 30,
 
      2011      2010  
     ($ in thousands)  

Revenue—affiliates

   $ 26,540       $ 31,116   

Operating expenses—affiliates

     5,230         3,117   

4. CONCENTRATION OF CREDIT RISK

Revenues from Chesapeake and certain third-party customers exceeded 10% of the Appalachia Midstream revenues for the nine months ended September 30, 2011 and 2010. The percentages of revenues from Chesapeake and Appalachia Midstream’s other customers are as follows:

 

     Nine Months  Ended
September 30,
 
      2011     2010  
     ($ in thousands)  

Chesapeake

     54.9     89.5

Statoil

     21.5        8.1   

Anadarko

     21.9        —     

Other

     1.7        2.4   
  

 

 

   

 

 

 

Total

     100.0     100.0
  

 

 

   

 

 

 

5. PROPERTY, PLANT AND EQUIPMENT

A summary of the historical cost of Appalachia Midstream’s property, plant and equipment is as follows:

 

     September 30,     December 31,     Estimated  
     2011     2010     Useful Life  
     ($ in thousands)     (in years)  

Natural gas gathering systems

   $ 386,294      $ 235,223        20   

Other

     3,075        2,465        3   
  

 

 

   

 

 

   

Total property, plant and equipment

     389,369        237,688     

Accumulated depreciation

     (22,792     (14,748  
  

 

 

   

 

 

   

Total net property, plant and equipment

   $ 366,577      $ 222,940     
  

 

 

   

 

 

   

Included in gathering systems is $124.3 million and $106.5 million at September 30, 2011 and December 31, 2010, respectively, that is not subject to depreciation as the systems were under construction and have not been put into service. Depreciation expense was $8.0 million and $5.9 million for the nine months ended September 30, 2011 and 2010, respectively.

 

9


APPALACHIA MIDSTREAM SERVICES, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

6. ACCRUED LIABILITIES

The following table provides the components of accrued liabilities:

 

     September 30,
2011
     December 31,
2010
 
     ($ in thousands)  

Pipeline imbalance liability

   $ 1,033       $ —     

Sales, Payroll, and Property Tax

     553         125   

Payroll

     567         1,031   

AFE reimbursables

     754         545   

Other

     48         81   
  

 

 

    

 

 

 

Total accrued liabilities

   $ 2,955       $ 1,782   
  

 

 

    

 

 

 

7. COMMITMENTS AND CONTINGENCIES

Environmental obligations

Appalachia Midstream is subject to various environmental-remediation and reclamation obligations arising from federal, state and local regulations regarding air and water quality, hazardous and solid waste disposal and other environmental matters. Management believes there are currently no such matters that will have a material effect on Appalachia Midstream’s results of operations, cash flows or financial position and has not recorded any liability in these financial statements.

Litigation and legal proceedings

From time to time, Appalachia Midstream is involved in legal, tax, regulatory and other proceedings in various forums regarding performance, contracts and other matters that arise in the ordinary course of business. Management is not aware of any such proceedings for which a final disposition could have a material effect on Appalachia Midstream’s results of operations, cash flows or financial position.

Lease commitments

Rent expense was approximately $5.6 million and $3.9 million for the nine months ended September 30, 2011 and 2010, respectively. Appalachia Midstream’s remaining contractual lease obligations as of September 30, 2011, represent obligations with an affiliate of Chesapeake for compression equipment as compression services are needed to support pipeline that is being placed in service in future periods.

Future minimum rental payments due as of September 30, 2011 are as follows (in thousands):

 

     Operating Leases  

Remainder of 2011

   $ 3,020   

2012

     10,610   

2013

     8,098   

2014

     8,042   

2015 and thereafter

     3,462   
  

 

 

 

Total

   $ 33,232   
  

 

 

 

 

10


APPALACHIA MIDSTREAM SERVICES, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

8. REVOLVING BANK CREDIT FACILITY

Borrowings were allocated from the Parent’s revolving credit facility to Appalachia Midstream and are reported as revolving bank credit facility, affiliate. At September 30, 2011, outstanding borrowings totaled $62.1 million and was $13.1 million at December 31, 2010. This debt includes interest and other terms generally consistent with the credit facility of the Parent. Borrowings bear interest at the Parent’s option at either (i) the greater of the reference rate of Wells Fargo Bank, National Association, the federal funds effective rate plus 0.50%, and the one-month LIBOR plus 1.00%, all of which are subject to a margin that varies from 1.00% to 1.75% per annum or (ii) the Eurodollar rate, which is based on the LIBOR plus a margin that varies from 2.00% to 2.75% per annum. Interest is payable quarterly or, if LIBOR applies, may be payable at more frequent intervals and the credit facility matures June 2016. Interest expense on the note was $0.5 million and $0.3 million for the nine months ended September 30, 2011 and 2010, respectively.

All assets of the Parent, including Appalachia Midstream, are pledged as collateral on all of the Parent’s debt.

 

11