Genesis Energy, L.P. Reports Fourth Quarter 2021 Results
Genesis Energy, L.P. (NYSE: GEL) reported a net loss of $68.3 million for Q4 2021, an improvement from $85.2 million in Q4 2020. Operating cash flows surged to $95.6 million, up from $1.1 million year-over-year. Total Segment Margin reached $155.6 million, with available cash before reserves at $51.5 million, ensuring a 2.80X distribution coverage. The partnership refinanced its credit facility and sold a 36% stake in its CHOPS pipeline for $418 million, using the proceeds to reduce debt. 2022 outlook projects total segment margins of $620-$640 million, driven by increased soda ash prices and offshore production recovery.
- Improved net loss from $85.2 million in Q4 2020 to $68.3 million in Q4 2021.
- Operating cash flows increased significantly to $95.6 million from $1.1 million year-over-year.
- Total Segment Margin of $155.6 million in Q4 2021.
- Cash distributions for preferred units totaled approximately $18.7 million.
- Successful refinancing of senior secured credit facility extended to 2024.
- Sold 36% minority interest in CHOPS for $418 million, improving financial flexibility.
- Projected total segment margins for 2022 between $620-$640 million.
- Net loss remains significant at $68.3 million, despite improvements.
- Absence of contribution from exited CO2 pipeline business, which represented $70 million in 2021 results.
We generated the following financial results for the fourth quarter of 2021:
-
Net Loss Attributable to
Genesis Energy, L.P. of for the fourth quarter of 2021 compared to Net Loss Attributable to$68.3 million Genesis Energy, L.P. of for the same period in 2020.$85.2 million -
Cash Flows from Operating Activities of
for the fourth quarter of 2021 compared to$95.6 million for the same period in 2020.$1.1 million -
Total Segment Margin of
for the fourth quarter of 2021.$155.6 million -
Available Cash before Reserves to common unitholders of
for the fourth quarter of 2021, which provided 2.80X coverage for the quarterly distribution of$51.5 million per common unit attributable to the fourth quarter.$0.15 -
We declared cash distributions on our preferred units of
for each preferred unit, which equates to a cash distribution of approximately$0.73 74 and is reflected as a reduction to Available Cash before Reserves to common unitholders.$18.7 million -
Adjusted EBITDA of
in the fourth quarter of 2021.$140.7 million -
Adjusted Consolidated EBITDA of
for the twelve months ended$594.3 million December 31, 2021 and a bank leverage ratio of 4.99X, both calculated in accordance with our senior secured credit agreement and discussed further in this release.
Importantly, during this transition year, we took steps to significantly enhance the partnership’s financial flexibility to capitalize on the opportunities in front of us. Earlier in the year, we were successful in refinancing our senior secured credit facility and extended its maturity into 2024. In the fourth quarter, we were successful in selling a
As we look forward to 2022, we are very excited about the continuing recovery and the future trajectory of our businesses. While we will go into more detail below, our two largest businesses are expected to meaningfully improve in 2022 as compared to the past several years. Because of the increasingly tight conditions in the world soda ash market, we expect realized prices in 2022 to be at or above those we realized in 2019, or pre-pandemic. This recovery in pricing, in our mind, is at least one year ahead of schedule, based upon our previous expectations and taking into account the caps and collars we have in place for a significant percentage of our sales contracts. We are also excited because we believe that 2022 will be a year of dramatically increasing volumes out of the deepwater
I’ll quickly turn to our individual segments with a focus on future periods as opposed to spending much time dwelling on the past.
During the quarter, our offshore pipeline transportation segment performed in line with our expectations despite the extended downtime we incurred on our Poseidon oil pipeline as a result of third party onshore facilities being without power for an extended period of time following Hurricane Ida. We believe that our two large upstream developments are now just months away from achieving first production. Both the Argos and Kings Quay floating production systems have been anchored in place in the
The demand for soda ash continues to improve through a combination of a recovery in global economic activity along with the various tailwinds associated with the energy transition and its applications for solar panels and lithium batteries. This rapidly increasing demand coupled with, as a practical matter, a net decrease in supply provides a favorable environment for price redetermination for volumes to be sold in 2022. As such, we anticipate our weighted average realized price in 2022, even after taking into account the caps and collars under a significant percentage of our multi-year sales agreements, to actually exceed the weighted average price we realized in 2019, prior to any of the temporary demand destruction associated with the pandemic.
We see nothing on the horizon to significantly alter this higher priced environment. Demand growth with flat supply will always drive prices higher. Additionally, the costs associated with synthetic producers have dramatically increased, both on an absolute and relative basis when compared to natural producers’ costs, again providing a constructive backdrop for soda ash prices. Based on this expectation of market conditions, we have made the decision to restart our original Granger production facility and its roughly 500,000 tons of annual production in the first quarter of 2023. The Granger expansion, representing an incremental 700,000 tons or so of annual production remains on schedule and on budget for first production in the third quarter of 2023.
Our legacy refinery services business, which happens to be one of the most, if not in fact the most, eco-friendly methods to deal with sulfur entrained in the crude oil consumed at a refinery, continues to meet our financial performance expectations. It continues to benefit from copper’s role in the energy transition, where the majority of our resultant, sulfur removal by-product is used. Our industry leading position in this business combined with our world-class soda ash operations are expected to produce total Sodium Minerals and Sulfur Services Segment Margin in 2022 of approximately
Market conditions in our marine transportation segment continue to improve. As refinery utilization continues to recover, as heavy/light differentials return to historical norms, and as the effects of net equipment retirements are felt industry wide, we expect utilization rates and spot and term day rates to continue to recover and in fact accelerate as we move through 2022. As a result, we expect the Segment Margin for our marine transportation segment, as we have historically presented it, to be approximately
In our onshore facilities and transportation segment, we completed our exit from the CO2 pipeline business at the end of 2021. As a result, our 2022 Segment Margin will have no contribution from that exited business, which represented
In summary, as we get 2020 and 2021 in our rear view mirror, we remain very excited with the expected improving financial results of our market leading businesses and continue to have a definite line of sight of
I would once again like to recognize our entire workforce for their efforts and unwavering commitment to safe and responsible operations. I’m proud to be associated with each and every one of you.”
(1) Adjusted EBITDA is a non-GAAP financial measure. We are unable to provide a reconciliation of the forward-looking Adjusted EBITDA contained in this press release to its most directly comparable GAAP financial measure because the information necessary for quantitative reconciliations of Adjusted EBITDA to its most directly comparable GAAP financial measure is not available to us without unreasonable efforts. The probable significance of providing the forward-looking Adjusted EBITDA without directly comparable GAAP financial measure is that such non-GAAP financial measure may be materially different from the corresponding GAAP financial measure. |
Financial Results
Segment Margin
Variances between the fourth quarter of 2021 (the “2021 Quarter”) and the fourth quarter of 2020 (the “2020 Quarter”) in these components are explained below.
Segment Margin results for the 2021 Quarter and 2020 Quarter were as follows:
|
Three Months Ended
|
||||
|
2021 |
|
2020 |
||
|
(in thousands) |
||||
Offshore pipeline transportation |
$ |
74,140 |
|
$ |
52,304 |
Sodium minerals and sulfur services |
|
45,210 |
|
|
40,726 |
Onshore facilities and transportation |
|
26,312 |
|
|
36,642 |
Marine transportation |
|
9,972 |
|
|
7,331 |
Total Segment Margin |
$ |
155,634 |
|
$ |
137,003 |
Offshore pipeline transportation Segment Margin for the 2021 Quarter increased
Sodium minerals and sulfur services Segment Margin for the 2021 Quarter increased
Onshore facilities and transportation Segment Margin for the 2021 Quarter decreased
Marine transportation Segment Margin for the 2021 Quarter increased
Other Components of Net Income
We recorded Net Loss Attributable to
Net Loss Attributable to
Earnings Conference Call
We will broadcast our Earnings Conference Call on
|
|||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – UNAUDITED |
|||||||||||||||
(in thousands, except per unit amounts) |
|||||||||||||||
|
Three Months Ended
|
|
Year Ended
|
||||||||||||
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||||||||
REVENUES |
$ |
581,581 |
|
|
$ |
453,140 |
|
|
$ |
2,125,476 |
|
|
$ |
1,824,655 |
|
|
|
|
|
|
|
|
|
||||||||
COSTS AND EXPENSES: |
|
|
|
|
|
|
|
||||||||
Costs of sales and operating expenses |
|
462,925 |
|
|
|
377,853 |
|
|
|
1,678,849 |
|
|
|
1,415,500 |
|
General and administrative expenses |
|
22,241 |
|
|
|
11,062 |
|
|
|
61,185 |
|
|
|
56,920 |
|
Depreciation, depletion and amortization |
|
108,771 |
|
|
|
73,112 |
|
|
|
309,746 |
|
|
|
295,322 |
|
Impairment expense |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
280,826 |
|
Loss on sale of assets |
|
— |
|
|
|
22,045 |
|
|
|
— |
|
|
|
22,045 |
|
OPERATING INCOME (LOSS) |
|
(12,356 |
) |
|
|
(30,932 |
) |
|
|
75,696 |
|
|
|
(245,958 |
) |
Equity in earnings of equity investees |
|
12,715 |
|
|
|
22,803 |
|
|
|
57,898 |
|
|
|
64,019 |
|
Interest expense |
|
(56,786 |
) |
|
|
(51,884 |
) |
|
|
(233,724 |
) |
|
|
(209,779 |
) |
Other expense, net |
|
(2,063 |
) |
|
|
(20,383 |
) |
|
|
(36,232 |
) |
|
|
(7,269 |
) |
LOSS BEFORE INCOME TAXES |
|
(58,490 |
) |
|
|
(80,396 |
) |
|
|
(136,362 |
) |
|
|
(398,987 |
) |
Income tax expense |
|
(500 |
) |
|
|
(752 |
) |
|
|
(1,670 |
) |
|
|
(1,327 |
) |
NET LOSS |
|
(58,990 |
) |
|
|
(81,148 |
) |
|
|
(138,032 |
) |
|
|
(400,314 |
) |
Net income attributable to noncontrolling interests |
|
(1,513 |
) |
|
|
(289 |
) |
|
|
(1,637 |
) |
|
|
(251 |
) |
Net income attributable to redeemable noncontrolling interests |
|
(7,759 |
) |
|
|
(3,719 |
) |
|
|
(25,398 |
) |
|
|
(16,113 |
) |
NET LOSS ATTRIBUTABLE TO GENESIS ENERGY, L.P. |
$ |
(68,262 |
) |
|
$ |
(85,156 |
) |
|
$ |
(165,067 |
) |
|
$ |
(416,678 |
) |
Less: Accumulated distributions attributable to Class A Convertible Preferred Units |
|
(18,684 |
) |
|
|
(18,684 |
) |
|
|
(74,736 |
) |
|
|
(74,736 |
) |
NET LOSS AVAILABLE TO COMMON UNITHOLDERS |
$ |
(86,946 |
) |
|
$ |
(103,840 |
) |
|
$ |
(239,803 |
) |
|
$ |
(491,414 |
) |
NET LOSS PER COMMON UNIT: |
|
|
|
|
|
|
|
||||||||
Basic and Diluted |
$ |
(0.71 |
) |
|
$ |
(0.85 |
) |
|
$ |
(1.96 |
) |
|
$ |
(4.01 |
) |
WEIGHTED AVERAGE OUTSTANDING COMMON UNITS: |
|
|
|
|
|
|
|
||||||||
Basic and Diluted |
|
122,579,218 |
|
|
|
122,579,218 |
|
|
|
122,579,218 |
|
|
|
122,579,218 |
|
|
|||||||||||
OPERATING DATA - UNAUDITED |
|||||||||||
|
Three Months Ended
|
|
Year Ended
|
||||||||
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||||
Offshore Pipeline Transportation Segment |
|
|
|
|
|
|
|
||||
Crude oil pipelines (Bbls/day unless otherwise noted): |
|
|
|
|
|
|
|
||||
CHOPS(2) |
224,982 |
|
|
— (1) |
|
|
189,904 |
|
|
133,977 |
|
Poseidon(3) |
240,995 |
|
|
355,340 |
|
|
263,169 |
|
|
290,600 |
|
Odyssey(3) |
99,375 |
|
|
125,237 |
|
|
114,128 |
|
|
119,145 |
|
GOPL |
8,702 |
|
|
5,485 |
|
|
7,826 |
|
|
4,154 |
|
Offshore crude oil pipelines total |
574,054 |
|
|
486,062 |
|
|
575,027 |
|
|
547,876 |
|
|
|
|
|
|
|
|
|
||||
Natural gas transportation volumes (MMBtus/day)(3) |
393,234 |
|
|
286,535 |
|
|
345,870 |
|
|
324,395 |
|
|
|
|
|
|
|
|
|
||||
Sodium Minerals and Sulfur Services Segment |
|
|
|
|
|
|
|
||||
NaHS (dry short tons sold) |
29,565 |
|
|
27,299 |
|
|
114,292 |
|
|
107,428 |
|
Soda Ash volumes (short tons sold) |
772,704 |
|
|
775,920 |
|
|
2,994,507 |
|
|
2,781,926 |
|
NaOH (caustic soda) volumes (dry short tons sold)(4) |
20,436 |
|
|
19,723 |
|
|
84,278 |
|
|
77,274 |
|
|
|
|
|
|
|
|
|
||||
Onshore Facilities and Transportation Segment |
|
|
|
|
|
|
|
||||
Crude oil pipelines (Bbls/day): |
|
|
|
|
|
|
|
||||
|
81,812 |
|
|
37,701 |
|
|
65,918 |
|
|
62,213 |
|
Jay |
7,374 |
|
|
8,942 |
|
|
7,941 |
|
|
8,443 |
|
|
5,310 |
|
|
5,735 |
|
|
5,206 |
|
|
5,638 |
|
|
30,494 |
|
|
25,913 |
|
|
44,564 |
|
|
57,543 |
|
Onshore crude oil pipelines total |
124,990 |
|
|
78,291 |
|
|
123,629 |
|
|
133,837 |
|
|
|
|
|
|
|
|
|
||||
Free State - CO2 Pipeline (Mcf/day)(6) |
— |
|
|
60,436 |
|
|
— |
|
|
101,845 |
|
|
|
|
|
|
|
|
|
||||
Crude oil and petroleum products sales (Bbls/day) |
24,082 |
|
|
30,946 |
|
|
24,239 |
|
|
27,073 |
|
|
|
|
|
|
|
|
|
||||
Rail unload volumes (Bbls/day)(7) |
847 |
|
|
27,016 |
|
|
11,782 |
|
|
32,174 |
|
|
|
|
|
|
|
|
|
||||
Marine Transportation Segment |
|
|
|
|
|
|
|
||||
Inland Fleet Utilization Percentage(8) |
94.7 |
% |
|
56.8 |
% |
|
81.9 |
% |
|
77.8 |
% |
Offshore Fleet Utilization Percentage(8) |
97.8 |
% |
|
89.7 |
% |
|
95.9 |
% |
|
95.4 |
% |
(1) |
Our CHOPS pipeline was out of service from |
(2) |
On |
(3) |
Volumes for our equity method investees are presented on a |
(4) |
Caustic soda sales volumes include volumes sold from our alkali and refinery services businesses. |
(5) |
Our |
(6) |
We sold our Free State pipeline on |
(7) |
Indicates total barrels for which fees were charged for unloading at all rail facilities. |
(8) |
Utilization rates are based on a 365 day year, as adjusted for planned downtime and dry-docking. |
|
|||||||
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED |
|||||||
(in thousands, except units) |
|||||||
|
|
|
|
||||
ASSETS |
|
|
|
||||
Cash, cash equivalents and restricted cash |
$ |
24,992 |
|
|
$ |
27,018 |
|
Accounts receivable - trade, net |
|
400,334 |
|
|
|
392,465 |
|
Inventories |
|
77,958 |
|
|
|
99,877 |
|
Other current assets |
|
39,200 |
|
|
|
60,809 |
|
Total current assets |
|
542,484 |
|
|
|
580,169 |
|
Fixed assets and mineral leaseholds, net of accumulated depreciation and depletion |
|
4,461,190 |
|
|
|
4,403,909 |
|
Equity investees |
|
294,050 |
|
|
|
319,068 |
|
Intangible assets, net of amortization |
|
127,063 |
|
|
|
128,742 |
|
|
|
301,959 |
|
|
|
301,959 |
|
Right of use assets, net |
|
140,796 |
|
|
|
153,925 |
|
Other assets, net of amortization |
|
38,259 |
|
|
|
45,847 |
|
Total assets |
$ |
5,905,801 |
|
|
$ |
5,933,619 |
|
LIABILITIES AND PARTNERS’ CAPITAL |
|
|
|
||||
Accounts payable - trade |
$ |
264,316 |
|
|
$ |
198,433 |
|
Accrued liabilities |
|
232,623 |
|
|
|
184,978 |
|
Total current liabilities |
|
496,939 |
|
|
|
383,411 |
|
Senior secured credit facility |
|
49,000 |
|
|
|
643,700 |
|
Senior unsecured notes, net of debt issuance costs |
|
2,930,505 |
|
|
|
2,750,016 |
|
Deferred tax liabilities |
|
14,297 |
|
|
|
13,317 |
|
Other long-term liabilities |
|
434,925 |
|
|
|
393,018 |
|
Total liabilities |
|
3,925,666 |
|
|
|
4,183,462 |
|
Mezzanine capital: |
|
|
|
||||
Class A Convertible Preferred Units |
|
790,115 |
|
|
|
790,115 |
|
Redeemable noncontrolling interests |
|
259,568 |
|
|
|
141,194 |
|
|
|
|
|
||||
Partners’ capital: |
|
|
|
||||
Common unitholders |
|
641,313 |
|
|
|
829,326 |
|
Accumulated other comprehensive loss |
|
(5,607 |
) |
|
|
(9,365 |
) |
Noncontrolling interests |
|
294,746 |
|
|
|
(1,113 |
) |
Total partners’ capital |
|
930,452 |
|
|
|
818,848 |
|
Total liabilities, mezzanine capital and partners’ capital |
$ |
5,905,801 |
|
|
$ |
5,933,619 |
|
|
|
|
|
||||
Common Units Data: |
|
|
|
||||
Total common units outstanding |
|
122,579,218 |
|
|
|
122,579,218 |
|
|
|||||||
RECONCILIATION OF NET LOSS TO SEGMENT MARGIN - UNAUDITED |
|||||||
(in thousands) |
|||||||
|
Three Months Ended
|
||||||
|
2021 |
|
2020 |
||||
Net loss attributable to |
$ |
(68,262 |
) |
|
$ |
(85,156 |
) |
Corporate general and administrative expenses |
|
22,898 |
|
|
|
9,297 |
|
Depreciation, depletion, amortization and accretion |
|
107,550 |
|
|
|
73,841 |
|
Interest expense |
|
56,786 |
|
|
|
51,884 |
|
Income tax expense |
|
500 |
|
|
|
752 |
|
Loss on sale of assets |
|
— |
|
|
|
22,045 |
|
Provision for leased items no longer in use |
|
— |
|
|
|
723 |
|
Cancellation of debt income |
|
— |
|
|
|
(6,768 |
) |
Redeemable noncontrolling interest redemption value adjustments(1) |
|
7,759 |
|
|
|
3,719 |
|
Plus (minus) Select Items, net(2) |
|
28,403 |
|
|
|
66,666 |
|
Segment Margin(3) |
$ |
155,634 |
|
|
$ |
137,003 |
|
(1) |
Includes distributions paid in kind (PIK) attributable to the period and accretion on the redemption feature. |
(2) |
Refer to additional detail of Select Items later in this press release. |
(3) |
See definition of Segment Margin later in this press release. |
|
|||||||
RECONCILIATIONS OF NET LOSS TO ADJUSTED EBITDA AND AVAILABLE CASH BEFORE RESERVES- UNAUDITED |
|||||||
(in thousands) |
|||||||
|
Three Months Ended
|
||||||
|
2021 |
|
2020 |
||||
Net loss attributable to |
$ |
(68,262 |
) |
|
$ |
(85,156 |
) |
Interest expense |
|
56,786 |
|
|
|
51,884 |
|
Income tax expense |
|
500 |
|
|
|
752 |
|
Loss on sale of assets |
|
— |
|
|
|
22,045 |
|
Depreciation, depletion, amortization and accretion |
|
107,550 |
|
|
|
73,841 |
|
EBITDA |
|
96,574 |
|
|
|
63,366 |
|
Redeemable noncontrolling interest redemption value adjustments(1) |
|
7,759 |
|
|
|
3,719 |
|
Plus (minus) Select Items, net(2) |
|
36,323 |
|
|
|
67,541 |
|
Adjusted EBITDA |
|
140,656 |
|
|
|
134,626 |
|
Maintenance capital utilized(3) |
|
(13,500 |
) |
|
|
(11,533 |
) |
Interest expense |
|
(56,786 |
) |
|
|
(51,884 |
) |
Cash tax expense |
|
(150 |
) |
|
|
(100 |
) |
Distributions to preferred unitholders(4) |
|
(18,684 |
) |
|
|
(18,684 |
) |
Available Cash before Reserves(5) |
$ |
51,536 |
|
|
$ |
52,425 |
|
(1) |
Includes PIK distributions attributable to the period and accretion on the redemption feature. |
(2) |
Refer to additional detail of Select Items later in this press release. |
(3) |
Maintenance capital expenditures in the 2021 Quarter and 2020 Quarter were |
(4) |
Distributions to preferred unitholders attributable to the 2021 Quarter were paid on |
(5) |
Represents the Available Cash before Reserves to common unitholders. |
|
|||||||
RECONCILIATION OF NET CASH FLOWS FROM OPERATING ACTIVITIES TO ADJUSTED EBITDA - UNAUDITED |
|||||||
(in thousands) |
|||||||
|
Three Months Ended
|
||||||
|
2021 |
|
2020 |
||||
Cash Flows from Operating Activities |
$ |
95,594 |
|
|
$ |
1,117 |
|
Adjustments to reconcile net cash flows from operating activities to Adjusted EBITDA: |
|
|
|
||||
Interest Expense |
|
56,786 |
|
|
|
51,884 |
|
Amortization and write-off of debt issuance costs and premium |
|
(4,474 |
) |
|
|
(5,095 |
) |
Effects of available cash from equity method investees not included in operating cash flows |
|
2,900 |
|
|
|
2,397 |
|
Net effect of changes in components of operating assets and liabilities |
|
(23,587 |
) |
|
|
33,519 |
|
Non-cash effect of long-term incentive compensation plans |
|
(3,672 |
) |
|
|
887 |
|
Expenses related to business development activities and growth projects(1) |
|
7,308 |
|
|
|
861 |
|
Differences in timing of cash receipts for certain contractual arrangements(2) |
|
8,080 |
|
|
|
11,668 |
|
Loss on debt extinguishment(3) |
|
— |
|
|
|
8,250 |
|
Cancellation of debt income |
|
— |
|
|
|
6,768 |
|
Distribution from unrestricted subsidiaries not included in operating cash flows(4) |
|
— |
|
|
|
22,500 |
|
Other items, net |
|
1,721 |
|
|
|
(130 |
) |
Adjusted EBITDA |
$ |
140,656 |
|
|
$ |
134,626 |
|
(1) |
Represents transaction costs relating to certain merger, acquisition, divestiture, transition, and financing transactions incurred in advance of the associated transaction. |
(2) |
Includes the difference in timing of cash receipts from customers during the period and the revenue we recognize in accordance with GAAP on our related contracts. For purposes of our non-GAAP measures, we add those amounts in the period of payment and deduct them in the period in which GAAP recognizes them. |
(3) |
The 2020 Quarter includes the transaction costs and write-off of the unamortized issuance costs associated with the tender of our |
(4) |
The 2020 Quarter includes the distribution from our Free State pipeline of |
|
||||
ADJUSTED DEBT-TO-ADJUSTED CONSOLIDATED EBITDA |
||||
(in thousands) |
||||
|
|
|
||
Senior secured credit facility |
|
$ |
49,000 |
|
Senior unsecured notes, net of debt issuance costs |
|
|
2,930,505 |
|
Less: Outstanding inventory financing sublimit borrowings |
|
|
(9,700 |
) |
Less: Cash and cash equivalents |
|
|
(5,090 |
) |
Adjusted Debt(1) |
|
$ |
2,964,715 |
|
|
|
|
||
|
|
Pro Forma LTM |
||
|
|
|
||
Consolidated EBITDA (per our senior secured credit facility) |
|
$ |
576,229 |
|
Consolidated EBITDA adjustments(2) |
|
|
18,043 |
|
Adjusted Consolidated EBITDA (per our senior secured credit facility)(3) |
|
$ |
594,272 |
|
|
|
|
||
Adjusted Debt-to-Adjusted Consolidated EBITDA |
|
|
4.99X |
|
(1) |
We define Adjusted Debt as the amounts outstanding under our senior secured credit facility and senior unsecured notes (including any unamortized premiums, discounts, or issuance costs) less the amount outstanding under our inventory financing sublimit, and less cash and cash equivalents on hand at the end of the period from our restricted subsidiaries. |
(2) |
This amount reflects adjustments we are permitted to make under our senior secured credit facility for purposes of calculating compliance with our leverage ratio. It includes a pro rata portion of projected future annual EBITDA of approximately |
(3) |
Adjusted Consolidated EBITDA for the four-quarter period ending with the most recent quarter, as calculated under our senior secured credit facility. |
This press release includes forward-looking statements as defined under federal law. Although we believe that our expectations are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Actual results may vary materially. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including but not limited to statements relating to future financial and operating results and compliance with our credit facility covenants, the timing and anticipated benefits of the Kings Quay and Argos developments, our expectations regarding our Granger expansion, the expected performance of our other projects and business segments and the potential impact of the Covid-19 pandemic, and our strategy and plans, are forward-looking statements, and historical performance is not necessarily indicative of future performance. Those forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties, factors and risks, many of which are outside our control, that could cause results to differ materially from those expected by management. Such risks and uncertainties include, but are not limited to, weather, political, economic and market conditions, including a decline in the price and market demand for products (which may be affected by the actions of
NON-GAAP MEASURES
This press release and the accompanying schedules include non-generally accepted accounting principle (non-GAAP) financial measures of Adjusted EBITDA and total Available Cash before Reserves. In this press release, we also present total Segment Margin as if it were a non-GAAP measure. Our non-GAAP measures may not be comparable to similarly titled measures of other companies because such measures may include or exclude other specified items. The accompanying schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated in accordance with generally accepted accounting principles in
When evaluating our performance and making decisions regarding our future direction and actions (including making discretionary payments, such as quarterly distributions) our board of directors and management team have access to a wide range of historical and forecasted qualitative and quantitative information, such as our financial statements; operational information; various non-GAAP measures; internal forecasts; credit metrics; analyst opinions; performance, liquidity and similar measures; income; cash flow; and expectations for us, and certain information regarding some of our peers. Additionally, our board of directors and management team analyze, and place different weight on, various factors from time to time. We believe that investors benefit from having access to the same financial measures being utilized by management, lenders, analysts and other market participants. We attempt to provide adequate information to allow each individual investor and other external user to reach her/his own conclusions regarding our actions without providing so much information as to overwhelm or confuse such investor or other external user.
AVAILABLE CASH BEFORE RESERVES
Purposes, Uses and Definition
Available Cash before Reserves, also referred to as distributable cash flow, is a quantitative standard used throughout the investment community with respect to publicly traded partnerships and is commonly used as a supplemental financial measure by management and by external users of financial statements such as investors, commercial banks, research analysts and rating agencies, to aid in assessing, among other things:
(1) the financial performance of our assets;
(2) our operating performance;
(3) the viability of potential projects, including our cash and overall return on alternative capital investments as compared to those of other companies in the midstream energy industry;
(4) the ability of our assets to generate cash sufficient to satisfy certain non-discretionary cash requirements, including interest payments and certain maintenance capital requirements; and
(5) our ability to make certain discretionary payments, such as distributions on our preferred and common units, growth capital expenditures, certain maintenance capital expenditures and early payments of indebtedness.
We define Available Cash before Reserves (“Available Cash before Reserves”) as Adjusted EBITDA as adjusted for certain items, the most significant of which in the relevant reporting periods have been the sum of maintenance capital utilized, net cash interest expense, cash tax expense, and cash distributions paid to our Class A convertible preferred unitholders.
Disclosure Format Relating to
We use a modified format relating to maintenance capital requirements because our maintenance capital expenditures vary materially in nature (discretionary vs. non-discretionary), timing and amount from time to time. We believe that, without such modified disclosure, such changes in our maintenance capital expenditures could be confusing and potentially misleading to users of our financial information, particularly in the context of the nature and purposes of our Available Cash before Reserves measure. Our modified disclosure format provides those users with information in the form of our maintenance capital utilized measure (which we deduct to arrive at Available Cash before Reserves). Our maintenance capital utilized measure constitutes a proxy for non-discretionary maintenance capital expenditures and it takes into consideration the relationship among maintenance capital expenditures, operating expenses and depreciation from period to period.
Maintenance Capital Requirements
Maintenance Capital Expenditures
Maintenance capital expenditures are capitalized costs that are necessary to maintain the service capability of our existing assets, including the replacement of any system component or equipment which is worn out or obsolete. Maintenance capital expenditures can be discretionary or non-discretionary, depending on the facts and circumstances.
Initially, substantially all of our maintenance capital expenditures were (a) related to our pipeline assets and similar infrastructure, (b) non-discretionary in nature and (c) immaterial in amount as compared to our Available Cash before Reserves measure. Those historical expenditures were non-discretionary (or mandatory) in nature because we had very little (if any) discretion as to whether or when we incurred them. We had to incur them in order to continue to operate the related pipelines in a safe and reliable manner and consistently with past practices. If we had not made those expenditures, we would not have been able to continue to operate all or portions of those pipelines, which would not have been economically feasible. An example of a non-discretionary (or mandatory) maintenance capital expenditure would be replacing a segment of an old pipeline because one can no longer operate that pipeline safely, legally and/or economically in the absence of such replacement.
As we exist today, a substantial amount of our maintenance capital expenditures from time to time will be (a) related to our assets other than pipelines, such as our marine vessels, trucks and similar assets, (b) discretionary in nature and (c) potentially material in amount as compared to our Available Cash before Reserves measure. Those expenditures will be discretionary (or non-mandatory) in nature because we will have significant discretion as to whether or when we incur them. We will not be forced to incur them in order to continue to operate the related assets in a safe and reliable manner. If we chose not make those expenditures, we would be able to continue to operate those assets economically, although in lieu of maintenance capital expenditures, we would incur increased operating expenses, including maintenance expenses. An example of a discretionary (or non-mandatory) maintenance capital expenditure would be replacing an older marine vessel with a new marine vessel with substantially similar specifications, even though one could continue to economically operate the older vessel in spite of its increasing maintenance and other operating expenses.
In summary, as we continue to expand certain non-pipeline portions of our business, we are experiencing changes in the nature (discretionary vs. non-discretionary), timing and amount of our maintenance capital expenditures that merit a more detailed review and analysis than was required historically. Management’s recently increasing ability to determine if and when to incur certain maintenance capital expenditures is relevant to the manner in which we analyze aspects of our business relating to discretionary and non-discretionary expenditures. We believe it would be inappropriate to derive our Available Cash before Reserves measure by deducting discretionary maintenance capital expenditures, which we believe are similar in nature in this context to certain other discretionary expenditures, such as growth capital expenditures, distributions/dividends and equity buybacks. Unfortunately, not all maintenance capital expenditures are clearly discretionary or non-discretionary in nature. Therefore, we developed a measure, maintenance capital utilized, that we believe is more useful in the determination of Available Cash before Reserves. Our maintenance capital utilized measure, which is described in more detail below, constitutes a proxy for non-discretionary maintenance capital expenditures and it takes into consideration the relationship among maintenance capital expenditures, operating expenses and depreciation from period to period.
Maintenance Capital Utilized
We believe our maintenance capital utilized measure is the most useful quarterly maintenance capital requirements measure to use to derive our Available Cash before Reserves measure. We define our maintenance capital utilized measure as that portion of the amount of previously incurred maintenance capital expenditures that we utilize during the relevant quarter, which would be equal to the sum of the maintenance capital expenditures we have incurred for each project/component in prior quarters allocated ratably over the useful lives of those projects/components.
Because we did not initially use our maintenance capital utilized measure, our future maintenance capital utilized calculations will reflect the utilization of solely those maintenance capital expenditures incurred since
ADJUSTED EBITDA
Purposes, Uses and Definition
Adjusted EBITDA is commonly used as a supplemental financial measure by management and by external users of financial statements such as investors, commercial banks, research analysts and rating agencies, to aid in assessing, among other things:
(1) the financial performance of our assets without regard to financing methods, capital structures or historical cost basis;
(2) our operating performance as compared to those of other companies in the midstream energy industry, without regard to financing and capital structure;
(3) the viability of potential projects, including our cash and overall return on alternative capital investments as compared to those of other companies in the midstream energy industry;
(4) the ability of our assets to generate cash sufficient to satisfy certain non-discretionary cash requirements, including interest payments and certain maintenance capital requirements; and
(5) our ability to make certain discretionary payments, such as distributions on our preferred and common units, growth capital expenditures, certain maintenance capital expenditures and early payments of indebtedness.
We define Adjusted EBITDA (“Adjusted EBITDA”) as Net income (loss) attributable to
The table below includes the Select Items discussed above as applicable to the reconciliation of Net income (loss) attributable to
|
|
Three Months Ended
|
|||||
|
|
2021 |
|
2020 |
|||
I. |
Applicable to all Non-GAAP Measures |
|
|
|
|||
|
Differences in timing of cash receipts for certain contractual arrangements(1) |
$ |
8,080 |
|
|
$ |
11,668 |
|
Distributions from unrestricted subsidiaries not included in income(2) |
|
17,500 |
|
|
|
21,870 |
|
Certain non-cash items: |
|
|
|
|||
|
Unrealized losses (gains) on derivative transactions excluding fair value hedges, net of changes in inventory value(3) |
|
(29 |
) |
|
|
20,855 |
|
Loss on debt extinguishment(4) |
|
— |
|
|
|
8,250 |
|
Adjustment regarding equity investees(5) |
|
2,517 |
|
|
|
2,542 |
|
Other |
|
335 |
|
|
|
1,481 |
|
Sub-total Select Items, net(6) |
|
28,403 |
|
|
|
66,666 |
II. |
Applicable only to Adjusted EBITDA and Available Cash before Reserves |
|
|
|
|||
|
Certain transaction costs(7) |
|
7,308 |
|
|
|
861 |
|
Other |
|
612 |
|
|
|
14 |
|
Total Select Items, net(8) |
$ |
36,323 |
|
|
$ |
67,541 |
(1) |
Includes the difference in timing of cash receipts from customers during the period and the revenue we recognize in accordance with GAAP on our related contracts. For purposes of our non-GAAP measures, we add those amounts in the period of payment and deduct them in the period in which GAAP recognizes them. |
(2) |
The 2021 Quarter includes |
(3) |
The 2021 Quarter includes a |
(4) |
The 2020 Quarter includes the transaction costs and write-off of the unamortized issuance costs associated with the tender our 2023 Notes. |
(5) |
Represents the net effect of adding distributions from equity investees and deducting earnings of equity investees net to us. |
(6) |
Represents all Select Items applicable to Segment Margin and Available Cash before Reserves. |
(7) |
Represents transaction costs relating to certain merger, acquisition, divestiture, transition, and financing transactions incurred in advance of the associated transaction. |
(8) |
Represents Select Items applicable to Adjusted EBITDA and Available Cash before Reserves. |
SEGMENT MARGIN
Our chief operating decision maker (our Chief Executive Officer) evaluates segment performance based on a variety of measures including Segment Margin, segment volumes where relevant and capital investment. We define Segment Margin (“Segment Margin”) as revenues less product costs, operating expenses, and segment general and administrative expenses (all of which are net of the effects of our noncontrolling interest holders), plus or minus applicable Select Items, and eliminating any gain or loss on sale of assets. Although, we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation of our core operating results.
View source version on businesswire.com: https://www.businesswire.com/news/home/20220217005216/en/
SVP - Finance and Corporate Development
(713) 860-2521
Source:
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