UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 25, 2012

 

MARKWEST ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of
incorporation or organization)

 

001-31239

(Commission File Number)

 

27-0005456

(I.R.S. Employer
Identification Number)

 

1515 Arapahoe Street, Tower 1, Suite 1600, Denver CO 80202

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: 303-925-9200

 

Not Applicable.

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-Commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

ITEM 7.01. Regulation FD

 

In accordance with General Instruction B.2 of Form 8-K, the following information in this Current Report on Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.  This Current Report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

 

On April 25, 2012, MarkWest Energy Partners, L.P. (“MarkWest”) first mailed to its unitholders its Annual Report to Unitholders for its fiscal year ended December 31, 2011 (the “Annual Report”).  The Annual Report is available at our website at www.markwest.com.  The front cover of the Annual Report contains a graph of financial performance for the past six fiscal years, which includes the Non-GAAP financial measures of Distributable Cash Flow and Adjusted EBITDA.  In addition, the Annual Report includes a Letter to Unitholders from Frank Semple, Chairman of the Board, President and Chief Executive Officer, which contains references to the Non-GAAP financial measures of Distributable Cash Flow and Adjusted EBITDA.  Distributable Cash Flow and Adjusted EBITDA are not measures of performance calculated in accordance with GAAP, and should not be considered separately from or as a substitute for net income, income from operations, or cash flow as reflected in our financial statements.  The GAAP measure most directly comparable to Distributable Cash Flow and Adjusted EBITDA is net income (loss).

 

In general, MarkWest defines Distributable Cash Flow as net income (loss) adjusted for (i) depreciation, amortization, accretion, and other non-cash expense; (ii) amortization of deferred financing costs; (iii) loss on redemption of debt net of current tax benefit; (iv) non-cash (earnings) loss from unconsolidated affiliates; (v) distributions from (contributions to) unconsolidated affiliates (net of affiliate growth capital expenditures); (vi) non-cash compensation expense; (vii) non-cash derivative activity; (viii) losses (gains) on the disposal of property, plant, and equipment (PP&E) and unconsolidated affiliates; (ix) provision for deferred income taxes; (x) cash adjustments for non-controlling interest in consolidated subsidiaries; (xi) revenue deferral adjustment; (xii) losses (gains) relating to other miscellaneous non-cash amounts affecting net income for the period; and (xii) maintenance capital expenditures. The Partnership defines Adjusted EBITDA as net income (loss) adjusted for (i) depreciation, amortization, accretion, and other non-cash expense; (ii) interest expense; (iii) amortization of deferred financing costs; (iv) loss on redemption of debt; (v) losses (gains) on the disposal of PP&E and unconsolidated affiliates; (vi) non-cash derivative activity; (vii) non-cash compensation expense; (viii) provision for income taxes; (ix) adjustments for cash flow from unconsolidated affiliates; (x) adjustment related to non-guarantor, consolidated subsidiaries; and (xi) losses (gains) relating to other miscellaneous non-cash amounts affecting net income for the period.

 

Distributable Cash Flow is a financial performance measure used by management as a key component in the determination of cash distributions paid to unitholders.  MarkWest believes distributable cash flow is an important financial measure for unitholders as an indicator of cash return on investment and to evaluate whether the Partnership is generating sufficient cash flow to support quarterly distributions.  In addition, distributable cash flow is commonly used by the investment community because the market value of publicly traded partnerships is based, in part, on distributable cash flow and cash distributions paid to unitholders.

 

Adjusted EBITDA is a financial performance measure used by management, industry analysts, investors, lenders, and rating agencies to assess the financial performance and operating results of the Partnership’s ongoing business operations.  Additionally, MarkWest believes Adjusted EBITDA provides useful information to investors for trending, analyzing, and benchmarking our operating results from period to period as compared to other companies that may have different financing and capital structures.

 

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The tables below reconcile Distributable Cash Flow and Adjusted EBITDA to net income (loss).

 

Reconciliation of net income (loss) to Distributable Cash Flow (in thousands)

 

 

 

Year ended December 31,

 

 

 

2011

 

2010

 

2009

 

Net income (loss)

 

$

106,245

 

$

31,102

 

$

(113,354

)

Depreciation, amortization, impairment, and other non-cash operating expenses

 

203,870

 

167,729

 

144,410

 

Loss on redemption of debt, net of tax benefit

 

72,064

 

42,021

 

 

Amortization of deferred financing costs

 

5,114

 

10,264

 

9,718

 

Non-cash loss (earnings) from unconsolidated affiliates

 

1,095

 

(1,562

)

(3,505

)

(Contributions to) distributions from unconsolidated affiliates

 

(260

)

2,508

 

(405

)

Gain on sale of unconsolidated affiliate

 

 

 

(6,801

)

Non-cash compensation expense

 

3,399

 

7,529

 

3,914

 

Non-cash derivative activity

 

(290

)

23,889

 

223,564

 

Provision for income tax—deferred

 

(3,929

)

(4,466

)

(50,088

)

Cash adjustment for non-controlling interest of consolidated subsidiaries

 

(64,470

)

(30,603

)

(8,141

)

Revenue deferral adjustment

 

15,385

 

 

 

Other

 

9,171

 

2,699

 

569

 

Maintenance capital expenditures, net

 

(14,598

)

(10,030

)

(7,483

)

Distributable cash flow

 

$

332,796

 

$

241,080

 

$

192,398

 

 

 

 

 

 

 

 

 

Maintenance capital expenditures(1)

 

$

16,067

 

$

10,286

 

$

7,483

 

Growth capital expenditures and equity investments(1)

 

535,214

 

448,382

 

479,545

 

Total capital expenditures

 

551,281

 

458,668

 

487,028

 

Acquisition

 

230,728

 

 

 

Total capital expenditures and acquisition

 

782,009

 

458,668

 

487,028

 

Joint venture partner contributions

 

(129,616

)

(183,853

)

(181,832

)

Total capital expenditures and acquisition, net

 

$

652,393

 

$

274,815

 

305,196

 

 

 

 

 

 

 

 

 

Distributable cash flow

 

$

332,796

 

$

241,080

 

$

192,398

 

Maintenance capital expenditures, net

 

14,598

 

10,030

 

7,483

 

Changes in receivables and other assets

 

(65,523

)

(28,552

)

(28,622

)

Changes in accounts payable, accrued liabilities and other long-term liabilities

 

69,838

 

45,185

 

38,203

 

Derivative instrument premium payments, net of amortization

 

4,436

 

3,275

 

5,666

 

Contributions to unconsolidated affiliates

 

 

 

405

 

Cash adjustment for non-controlling interest of consolidated subsidiaries

 

64,470

 

30,603

 

8,141

 

Starfish partial insurance settlement

 

 

 

(546

)

Other

 

(5,917

)

10,707

 

(27

)

Net cash provided by operating activities

 

$

414,698

 

$

312,328

 

$

223,101

 

 


(1)         Maintenance capital includes capital expenditures to maintain our operating capacity and asset base. Growth capital includes expenditures made to expand the existing operating capacity, to increase the efficiency of our existing assets, and to facilitate an increase in volumes within our operations. Growth capital includes cost of new well connections and excludes third-party acquisitions and equity investment.

 

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Reconciliation of net income (loss) to Adjusted EBITDA (in thousands)

 

 

 

Year ended December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

106,245

 

$

31,102

 

$

(113,354

)

Non-cash compensation expense

 

3,399

 

7,529

 

3,914

 

Non-cash derivative activity

 

(290

)

24,691

 

222,763

 

Interest expense (1)

 

109,869

 

105,181

 

94,628

 

Depreciation, amortization, impairment, and other non-cash operating expense

 

203,870

 

167,729

 

144,410

 

Loss on redemption of debt

 

78,996

 

46,326

 

 

Provision for income tax

 

13,649

 

3,189

 

(42,016

)

Gain on sale of unconsolidated affiliate

 

 

 

(6,801

)

Adjustment for cash flow from unconsolidated affiliate

 

1,395

 

1,044

 

(1,758

)

Adjustment related to non-guarantor, consolidated subsidiaries (2)

 

(63,887

)

(52,322

)

(22,603

)

Other

 

(1,875

)

(1,354

)

 

Adjusted EBITDA

 

$

451,371

 

$

333,115

 

$

279,183

 

 


(1) Includes derivative activity related to interest expense, amortization of deferred financing costs and discount, and excludes interest expense related to the Steam Methane Reformer.

(2) The non-guarantor subsidiaries, in accordance with Credit Facility covenants, are MarkWest Liberty Midstream & Resources, L.L.C. (Liberty), MarkWest Utica EMG L.L.C., MarkWest Pioneer, L.L.C., Wirth Gathering Partnership, and Bright Star Partnership.  As of January 1, 2012, Liberty is a wholly owned subsidiary but remains a non-guarantor in accordance with the Credit Facility.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

MARKWEST ENERGY PARTNERS, L.P.

 

 

(Registrant)

 

 

 

 

 

 

 

 

By:

MarkWest Energy GP, L.L.C.,

 

 

 

Its General Partner

 

 

 

 

Date: April 25, 2012

 

By:

/s/ NANCY K. BUESE

 

 

 

Nancy K. Buese

 

 

 

Senior Vice President and Chief Financial Officer

 

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