Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - Archrock Partners, L.P. | a13-14430_18k.htm |
Exhibit 99.1
EXTERRAN PARTNERS, L.P.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
INTRODUCTION
The following is the unaudited pro forma condensed consolidated statement of operations of Exterran Partners, L.P. (“we,” “us” or “our”) for the three months ended March 31, 2013. The unaudited pro forma condensed consolidated statement of operations assumes that the acquisition of certain contract operations customer service agreements and compression equipment of the U.S. natural gas contract operations business of Exterran Holdings, Inc. (individually and together with its subsidiaries, “Exterran Holdings”), as described below (the “March 2013 Contract Operations Acquisition”), occurred as of January 1, 2013. The transaction adjustments are presented in the notes to the unaudited pro forma condensed consolidated statement of operations.
The unaudited pro forma condensed consolidated statement of operations reflects the following transaction:
· our acquisition in March 2013 of certain contract operations customer service agreements and compression equipment from Exterran Holdings; and
· our issuance of approximately 7.1 million common units and approximately 145,000 general partner units to Exterran Holdings as consideration for the acquisition.
The unaudited pro forma condensed consolidated statement of operations was derived by adjusting our historical financial statements. The adjustments are based on currently available information and certain estimates and assumptions and, therefore, the actual adjustments may differ from the pro forma adjustments. However, management believes that the adjustments provide a reasonable basis for presenting the significant effects of the transaction. The unaudited pro forma condensed consolidated statement of operations does not purport to present results of operations had the March 2013 Contract Operations Acquisition actually been completed as of the date indicated. Moreover, the unaudited pro forma condensed consolidated statement of operations does not project results of operations for any future date or period.
EXTERRAN PARTNERS, L.P.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the three months ended March 31, 2013
(In thousands, except per unit data)
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Exterran |
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March 2013 |
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Adjustments |
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Carve-off for |
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Exterran |
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Revenues: |
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Revenue — third parties |
|
$ |
105,927 |
|
$ |
12,400 |
|
$ |
— |
|
$ |
— |
|
$ |
118,327 |
|
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Revenue — affiliates |
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135 |
|
— |
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(55 |
)(A) |
— |
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80 |
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Total revenue |
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106,062 |
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12,400 |
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(55 |
) |
— |
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118,407 |
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Costs and expenses: |
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Cost of sales (excluding depreciation and amortization expense) — affiliates |
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47,052 |
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4,130 |
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(55 |
)(A) |
— |
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49,912 |
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|
|
|
|
|
|
(1,215 |
)(B) |
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|
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Depreciation and amortization |
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22,706 |
|
3,827 |
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— |
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(1 |
) |
26,532 |
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Long-lived asset impairment |
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1,540 |
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— |
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— |
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— |
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1,540 |
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Selling, general and administrative — affiliates |
|
12,607 |
|
778 |
|
603 |
(C) |
(10 |
) |
13,978 |
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Interest expense |
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7,424 |
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— |
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— |
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— |
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7,424 |
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Other (income) expense, net |
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(407 |
) |
— |
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— |
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— |
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(407 |
) | |||||
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Total costs and expenses |
|
90,922 |
|
8,735 |
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(667 |
) |
(11 |
) |
98,979 |
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Income before income taxes |
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15,140 |
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3,665 |
|
612 |
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11 |
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19,428 |
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Provision for income taxes |
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407 |
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— |
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146 |
(D) |
(1 |
) |
552 |
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Net income |
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$ |
14,733 |
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$ |
3,665 |
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$ |
466 |
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$ |
12 |
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$ |
18,876 |
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General partner interest in net income |
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$ |
1,772 |
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$ |
1,806 |
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Common units interest in net income |
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$ |
12,961 |
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$ |
17,070 |
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Weighted average common units outstanding: |
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Basic |
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42,278 |
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|
7,124 |
(E) |
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|
49,402 |
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Diluted |
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42,283 |
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|
7,124 |
(E) |
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49,407 |
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Income per common unit: |
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Basic |
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$ |
0.31 |
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$ |
0.35 |
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Diluted |
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$ |
0.31 |
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$ |
0.35 |
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The accompanying notes are an integral part of the unaudited pro forma condensed consolidated statement of operations.
EXTERRAN PARTNERS, L.P.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
1. Basis of Presentation for the March 2013 Contract Operations Acquisition
The historical financial information is derived from our consolidated financial statements and the financial statements of the March 2013 Contract Operations Acquisition. The unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2013 assumes that the March 2013 Contract Operations Acquisition occurred on January 1, 2013.
The unaudited pro forma condensed consolidated statement of operations reflects the following transaction:
· our acquisition in March 2013 of certain contract operations customer service agreements and compression equipment from Exterran Holdings; and
· our issuance of approximately 7.1 million common units and approximately 145,000 general partner units to Exterran Holdings as consideration for the acquisition.
2. Pro Forma Adjustments and Assumptions
(A) Reflects the reversal of intercompany lease revenue and intercompany lease expense of $0.1 million included in the March 2013 Contract Operations Acquisition that Exterran Holdings previously leased on an intercompany basis from us.
(B) Reflects the reversal of $1.2 million of intercompany lease expense related to units included in the March 2013 Contract Operations Acquisition that we previously leased on an intercompany basis from Exterran Holdings.
(C) Reflects an allocation of selling, general and administrative (“SG&A”) expenses of Exterran Holdings for the three months ended March 31, 2013 of $0.6 million related to the March 2013 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 acquired or expected to be acquired in the transaction to total horsepower of Exterran Holdings and our compressor units in accordance with an omnibus agreement among us, Exterran Holdings and others.
(D) Reflects additional state income taxes of $0.1 million for the three months ended March 31, 2013 that we would have incurred related to the contract operations service agreements that we acquired from Exterran Holdings in the March 2013 Contract Operations Acquisition.
(E) Reflects the issuance of approximately 7.1 million common units to Exterran Holdings in connection with the March 2013 Contract Operations Acquisition.
3. Carve-off for Non-Acquired Business of Customers Partially Acquired
The unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2013 includes the results of the March 2013 Contract Operations Acquisition. Such results include all contract operations business with the customers that have been partially acquired in the March 2013 Contract Operations Acquisition even though some of the business contracted with that customer was not transferred in the March 2013 Contract Operations Acquisition. To better reflect the amount of business acquired, the unaudited pro forma condensed statement of operations includes an adjustment to reflect the amount of business in the March 2013 Contract Operations Acquisition not actually acquired. The percentage was based on the ratio of horsepower acquired in the March 2013 Contract Operations Acquisition to the total horsepower in service for each such customer on the closing date of the March 2013 Contract Operations Acquisition.
4. Pro Forma Net Earnings Per Limited Partner Unit
Pro forma net earnings per limited partner unit is determined by dividing the pro forma net income that would have been allocated to our common unitholders by the number of common units outstanding after the completion of the transaction included in the unaudited pro forma condensed consolidated statement of operations. All common units issued in connection with the March 2013 Contract Operations Acquisition were assumed to have been outstanding since January 1, 2013. Pursuant to our partnership agreement, to the extent that the quarterly distributions exceed certain targets, our general partner is entitled to receive certain incentive distributions that will result in more net income (loss) proportionately being allocated to our general partner than to our common unitholders. The pro forma net earnings (loss) per limited partner unit calculations reflect pro forma incentive distributions to our general partner. There was no additional pro forma reduction of net income allocable to the limited partners, including the amount of additional incentive distributions that would have occurred, during the three months ended March 31, 2013.