Genesis Energy, L.P. Reports Third Quarter 2021 Results
Genesis Energy, L.P. (NYSE: GEL) reported a net loss of $20.9 million for Q3 2021, improved from a $29.7 million loss in Q3 2020. Operating cash flows fell to $54.2 million, down from $143.5 million year-over-year. The company's total segment margin was $153.9 million, with adjusted EBITDA of $140.5 million. Despite challenges from Hurricane Ida, management expects increasing volumes and pricing in its soda ash business. However, upcoming maintenance and a projected adjusted EBITDA of around $620 million for the year suggest a cautious outlook moving forward.
- Reduced net loss from $29.7 million in Q3 2020 to $20.9 million in Q3 2021.
- Adjusted EBITDA of $140.5 million for Q3 2021.
- Cash flows from operating activities fell to $54.2 million compared to $143.5 million in Q3 2020.
- Expectations for Q4 adjusted EBITDA to be at the lower end of the guidance range of $80 - $85 million due to ongoing maintenance issues.
We generated the following financial results for the third quarter of 2021:
-
Net Loss Attributable to
Genesis Energy, L.P. of for the third quarter of 2021 compared to Net Loss Attributable to$20.9 million Genesis Energy, L.P. of for the same period in 2020.$29.7 million
-
Cash Flows from Operating Activities of
for the third quarter of 2021 compared to$54.2 million for the same period in 2020.$143.5 million
-
Total Segment Margin of
for the third quarter of 2021.$153.9 million
-
Available Cash before Reserves to common unitholders of
for the third quarter of 2021, which provided 2.62X coverage for the quarterly distribution of$48.2 million per common unit attributable to the third 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 third quarter of 2021.$140.5 million
-
Adjusted Consolidated EBITDA of
for the last twelve months ended$603.1 million September 30, 2021 and a bank leverage ratio of 5.51X, both calculated in accordance with our credit agreement and are discussed further in this release.
Our offshore pipeline transportation segment performed in-line with our expectations despite a steady level of maintenance by our producer customers and longer than anticipated downtime associated with Hurricane Ida. We did not experience any damage to our assets, nor did any of our producer customers, but the path of the storm greatly impacted a number of onshore facilities critical to the receipt and downstream movement of offshore oil and gas production. As a result, we did experience longer than anticipated downtime during the quarter, primarily on our Poseidon pipeline which was a direct result of the lack of power at certain third-party facilities and gas processing limitations onshore. Once our CHOPS pipeline resumed service, we were able to divert certain barrels that would otherwise flow on our Poseidon pipeline to our CHOPS pipeline which allowed certain producer customers to restart their production earlier than they anticipated. This once again highlights the connectivity and the multi-delivery point optionality of our offshore systems that we provide our producer customers in the Central
We continue to expect some heavy maintenance in the fourth quarter at one of our major host platforms that will cause certain production volumes to be offline for approximately 3 weeks, which is in part to debottleneck their facility and move a rig in to drill a new development well. In addition, we will experience the financial impact from our Poseidon pipeline being down in September as a result of Hurricane Ida as the distribution we receive in the fourth quarter covers business activities on our Poseidon pipeline from September through November. As such, we would reasonably expect the fourth quarter to come in at the lower end of our previous guidance range of
Turning to our sodium minerals and sulfur services segment. During the third quarter, we saw a steady improvement in the overall market conditions for soda ash. We remain very encouraged with the overall supply and demand balance dynamics, and we expect the market to do nothing but grind tighter over the coming years as we continue to recover from the pandemic and the demand tailwinds as the various green initiatives and energy transition continue to build. As we sit here today, spot export prices FOB Chinese port have continued to rise throughout the year as Chinese exporters have chosen to supply the Chinese domestic market over exporting soda ash. As we have discussed before, we generally do not place tons into the spot market given the long lead time and logistical challenges but believe the current backdrop positions us well as we begin in earnest both pricing and volume discussions for 2022.
These increases in price have been driven by a significant recovery in global demand as well as rising energy input costs and container and bulk shipping rates. All producers of soda ash are experiencing similar cost inflation from their energy inputs, especially synthetic producers, whose chemical process is 2-3 times more energy intensive than natural producers. One could reasonably infer that synthetic producers are experiencing a much greater cost impact from the rise in their energy input costs and thus need soda ash prices to increase correspondingly to preserve their margins and ultimately provide support for more high cost synthetic tons to enter the market to supply the marginal ton of soda ash demand worldwide.
The effect of rising energy prices on us is quite manageable. We would note that only about a third of our thermal energy demand for both our steam and process heat requirements is directly exposed to fluctuations in the spot price of natural gas. We strive to maintain a balanced portfolio of financial hedges for our natural gas volumes and pass-through mechanisms in an effort to reduce our exposure to any significant fluctuations in our energy input costs. Along these lines, the majority of both domestic and export sales contracts contain existing provisions that allow us to pass along certain increases in natural gas prices directly to our customers, and in the case of ANSAC a fuel surcharge for increases in bunker fuel related to its costs of marine transportation. In fact, ANSAC has just implemented a per ton fuel surcharge in its sales contracts, as applicable, to pass on the cost impact of increases in natural gas prices above
Turning to the Granger expansion, large capital outlays associated with long lead time items were secured in late 2019 and early 2020. When we resumed active work in March and April of this year, we locked in the vast majority of all additional, anticipated costs to get to mechanical completion. As a result, we remain confident that the total project will come in around our initial estimate of approximately
Our legacy refinery services business performed in-line with our expectations despite the continued increase in caustic soda prices. Approximately 70
As we look forward, Genesis remains well positioned to benefit from increasing amounts of free cash flow over the coming years and thus we do not foresee a scenario where we do not comfortably live within our senior secured bank covenants moving forward. As a result of the unplanned downtime in our offshore pipeline transportation and marine transportation segments associated with Hurricane Ida, we would expect to come in slightly below our previously announced guidance for the full year of Adjusted Consolidated EBITDA, or around
I would like to once again recognize our entire workforce, and especially our miners, mariners and offshore personnel who live and work in close quarters during this time of social distancing. I am extremely proud to say we have safely operated our assets under our own Covid-19 safety procedures and protocols with no impact to our business partners and customers. As always, we intend to be prudent, diligent and intelligent and focus on delivering long-term value for everyone in our capital structure without ever losing our commitment to safe, reliable and responsible operations."
1Adjusted Consolidated EBITDA is a non-GAAP financial measure. We are unable to provide a reconciliation of the forward-looking Adjusted Consolidated EBITDA contained in this press release to its most directly comparable GAAP financial measure because the information necessary for quantitative reconciliations of Adjusted Consolidated 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 Consolidated 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 third quarter of 2021 (the “2021 Quarter”) and the third 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 |
$ |
76,045 |
|
|
$ |
57,380 |
|
Sodium minerals and sulfur services |
39,649 |
|
|
27,592 |
|
||
Onshore facilities and transportation |
29,145 |
|
|
61,298 |
|
||
Marine transportation |
9,023 |
|
|
15,587 |
|
||
Total Segment Margin |
$ |
153,862 |
|
|
$ |
161,857 |
|
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 decreased
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
|
|
Nine Months Ended
|
||||||||||||
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||||||||
REVENUES |
$ |
518,821 |
|
|
$ |
443,125 |
|
|
$ |
1,543,895 |
|
|
$ |
1,371,515 |
|
|
|
|
|
|
|
|
|
||||||||
COSTS AND EXPENSES: |
|
|
|
|
|
|
|
||||||||
Costs of sales and operating expenses |
402,808 |
|
|
356,957 |
|
|
1,215,924 |
|
|
1,037,647 |
|
||||
General and administrative expenses |
14,371 |
|
|
11,072 |
|
|
38,944 |
|
|
45,858 |
|
||||
Depreciation, depletion and amortization |
67,148 |
|
|
67,733 |
|
|
200,975 |
|
|
222,210 |
|
||||
Impairment expense |
— |
|
|
3,331 |
|
|
— |
|
|
280,826 |
|
||||
OPERATING INCOME (LOSS) |
34,494 |
|
|
4,032 |
|
|
88,052 |
|
|
(215,026 |
) |
||||
Equity in earnings of equity investees |
10,301 |
|
|
14,439 |
|
|
45,183 |
|
|
41,216 |
|
||||
Interest expense |
(59,940 |
) |
|
(51,312 |
) |
|
(176,938 |
) |
|
(157,895 |
) |
||||
Other income (expense) |
1,741 |
|
|
7,406 |
|
|
(34,169 |
) |
|
13,114 |
|
||||
LOSS BEFORE INCOME TAXES |
(13,404 |
) |
|
(25,435 |
) |
|
(77,872 |
) |
|
(318,591 |
) |
||||
Income tax expense |
(423 |
) |
|
(145 |
) |
|
(1,170 |
) |
|
(575 |
) |
||||
NET LOSS |
(13,827 |
) |
|
(25,580 |
) |
|
(79,042 |
) |
|
(319,166 |
) |
||||
Net loss (income) attributable to noncontrolling interests |
10 |
|
|
12 |
|
|
(124 |
) |
|
38 |
|
||||
Net income attributable to redeemable noncontrolling interests |
(7,082 |
) |
|
(4,149 |
) |
|
(17,639 |
) |
|
(12,394 |
) |
||||
NET LOSS ATTRIBUTABLE TO GENESIS ENERGY, L.P. |
$ |
(20,899 |
) |
|
$ |
(29,717 |
) |
|
$ |
(96,805 |
) |
|
$ |
(331,522 |
) |
Less: Accumulated distributions attributable to Class A Convertible Preferred Units |
(18,684 |
) |
|
(18,684 |
) |
|
(56,052 |
) |
|
(56,052 |
) |
||||
NET LOSS AVAILABLE TO COMMON UNITHOLDERS |
$ |
(39,583 |
) |
|
$ |
(48,401 |
) |
|
$ |
(152,857 |
) |
|
$ |
(387,574 |
) |
NET LOSS PER COMMON UNIT: |
|
|
|
|
|
|
|
||||||||
Basic and Diluted |
$ |
(0.32 |
) |
|
$ |
(0.39 |
) |
|
$ |
(1.25 |
) |
|
$ |
(3.16 |
) |
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
|
|
Nine Months Ended
|
|||||||||
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||||
Offshore Pipeline Transportation Segment |
|
|
|
|
|
|
|
||||
Crude oil pipelines (barrels/day unless otherwise noted): |
|
|
|
|
|
|
|
||||
CHOPS |
211,809 |
|
|
98,626 |
|
|
178,083 |
|
|
178,962 |
|
Poseidon (1) |
208,593 |
|
|
274,008 |
|
|
270,641 |
|
|
268,862 |
|
Odyssey (1) |
94,171 |
|
|
84,902 |
|
|
119,100 |
|
|
117,100 |
|
GOPL |
7,169 |
|
|
1,266 |
|
|
7,532 |
|
|
3,706 |
|
Offshore crude oil pipelines total |
521,742 |
|
|
458,802 |
|
|
575,356 |
|
|
568,630 |
|
|
|
|
|
|
|
|
|
||||
Natural gas transportation volumes (MMbtus/d) (1) |
317,025 |
|
|
265,465 |
|
|
329,908 |
|
|
337,039 |
|
|
|
|
|
|
|
|
|
||||
Sodium Minerals and Sulfur Services Segment |
|
|
|
|
|
|
|
||||
NaHS (dry short tons sold) |
27,873 |
|
|
28,105 |
|
|
84,727 |
|
|
80,129 |
|
Soda Ash volumes (short tons sold) |
686,851 |
|
|
588,949 |
|
|
2,221,803 |
|
|
2,006,006 |
|
NaOH (caustic soda) volumes (dry short tons sold) (2) |
22,456 |
|
|
20,922 |
|
|
63,842 |
|
|
57,551 |
|
|
|
|
|
|
|
|
|
||||
Onshore Facilities and Transportation Segment |
|
|
|
|
|
|
|
||||
Crude oil pipelines (barrels/day): |
|
|
|
|
|
|
|
||||
|
64,027 |
|
|
64,635 |
|
|
60,561 |
|
|
70,444 |
|
Jay |
7,694 |
|
|
9,731 |
|
|
8,133 |
|
|
8,276 |
|
|
5,088 |
|
|
5,523 |
|
|
5,171 |
|
|
5,605 |
|
|
38,454 |
|
|
37,557 |
|
|
49,305 |
|
|
68,163 |
|
Onshore crude oil pipelines total |
115,263 |
|
|
117,446 |
|
|
123,170 |
|
|
152,488 |
|
|
|
|
|
|
|
|
|
||||
Free State- CO2 Pipeline (Mcf/day) (3) |
— |
|
|
90,649 |
|
|
— |
|
|
106,530 |
|
|
|
|
|
|
|
|
|
||||
Crude oil and petroleum products sales (barrels/day) |
20,878 |
|
|
29,284 |
|
|
24,292 |
|
|
25,772 |
|
|
|
|
|
|
|
|
|
||||
Rail unload volumes (barrels/day) (4) |
3,001 |
|
|
3,860 |
|
|
15,466 |
|
|
33,907 |
|
|
|
|
|
|
|
|
|
||||
Marine Transportation Segment |
|
|
|
|
|
|
|
||||
Inland Fleet Utilization Percentage (5) |
79.9 |
% |
|
74.0 |
% |
|
77.7 |
% |
|
85.0 |
% |
Offshore Fleet Utilization Percentage (5) |
93.5 |
% |
|
95.7 |
% |
|
95.2 |
% |
|
97.3 |
% |
(1) |
Volumes for our equity method investees are presented on a |
(2) |
Caustic soda sales volumes include volumes sold from our alkali and refinery services businesses. |
(3) |
We sold our Free State pipeline on |
(4) |
Indicates total barrels for which fees were charged for unloading at all rail facilities. |
(5) |
Utilization rates are based on a 365 day year, as adjusted for planned downtime and dry-docking. |
|
|||||||
(in thousands, except units) |
|||||||
|
|
|
|
||||
ASSETS |
|
|
|
||||
Cash, cash equivalents and restricted cash |
$ |
15,496 |
|
|
$ |
27,018 |
|
Accounts receivable - trade, net |
321,637 |
|
|
392,465 |
|
||
Inventories |
87,220 |
|
|
99,877 |
|
||
Other current assets |
57,330 |
|
|
60,809 |
|
||
Total current assets |
481,683 |
|
|
580,169 |
|
||
Fixed assets and mineral leaseholds, net |
4,440,684 |
|
|
4,403,909 |
|
||
Equity investees |
296,202 |
|
|
319,068 |
|
||
Intangible assets, net |
127,148 |
|
|
128,742 |
|
||
|
301,959 |
|
|
301,959 |
|
||
Right of use assets, net |
140,027 |
|
|
153,925 |
|
||
Other assets, net |
38,623 |
|
|
45,847 |
|
||
Total assets |
$ |
5,826,326 |
|
|
$ |
5,933,619 |
|
LIABILITIES AND CAPITAL |
|
|
|
||||
Accounts payable - trade |
$ |
176,091 |
|
|
$ |
198,433 |
|
Accrued liabilities |
202,028 |
|
|
184,978 |
|
||
Total current liabilities |
378,119 |
|
|
383,411 |
|
||
Senior secured credit facility, net |
430,577 |
|
|
643,700 |
|
||
Senior unsecured notes, net |
2,929,000 |
|
|
2,750,016 |
|
||
Deferred tax liabilities |
13,947 |
|
|
13,317 |
|
||
Other long-term liabilities |
420,881 |
|
|
393,018 |
|
||
Total liabilities |
4,172,524 |
|
|
4,183,462 |
|
||
Mezzanine capital: |
|
|
|
||||
Class A Convertible Preferred Units |
790,115 |
|
|
790,115 |
|
||
Redeemable noncontrolling interests |
251,811 |
|
|
141,194 |
|
||
|
|
|
|
||||
Partners' capital: |
|
|
|
||||
Common unitholders |
621,308 |
|
|
829,326 |
|
||
Accumulated other comprehensive loss |
(9,000 |
) |
|
(9,365 |
) |
||
Noncontrolling interests |
(432 |
) |
|
(1,113 |
) |
||
Total partners' capital |
611,876 |
|
|
818,848 |
|
||
Total liabilities, mezzanine capital and partners' capital |
$ |
5,826,326 |
|
|
$ |
5,933,619 |
|
|
|
|
|
||||
Common Units Data: |
|
|
|
||||
Total common units outstanding |
122,579,218 |
|
|
122,579,218 |
|
|
|||||||
(in thousands) |
|||||||
|
Three Months Ended
|
||||||
|
2021 |
|
2020 |
||||
Net loss attributable to |
$ |
(20,899 |
) |
|
$ |
(29,717 |
) |
Corporate general and administrative expenses |
14,878 |
|
|
10,801 |
|
||
Depreciation, depletion, amortization and accretion |
69,665 |
|
|
70,203 |
|
||
Impairment expense |
— |
|
|
3,331 |
|
||
Interest expense |
59,940 |
|
|
51,312 |
|
||
Income tax expense |
423 |
|
|
145 |
|
||
Provision for leased items no longer in use |
— |
|
|
696 |
|
||
Cancellation of debt income |
— |
|
|
(809 |
) |
||
Redeemable noncontrolling interest redemption value adjustments (1) |
7,082 |
|
|
4,149 |
|
||
Plus (minus) Select Items, net (2) |
22,773 |
|
|
51,746 |
|
||
Segment Margin (3) |
$ |
153,862 |
|
|
$ |
161,857 |
|
(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. |
|
|||||||
(in thousands) |
|||||||
|
Three Months Ended
|
||||||
|
2021 |
|
2020 |
||||
Net loss attributable to |
$ |
(20,899 |
) |
|
$ |
(29,717 |
) |
Interest expense |
59,940 |
|
|
51,312 |
|
||
Income tax expense |
423 |
|
|
145 |
|
||
Depreciation, depletion, amortization, and accretion |
69,665 |
|
|
70,203 |
|
||
Impairment expense |
— |
|
|
3,331 |
|
||
EBITDA |
109,129 |
|
|
95,274 |
|
||
Redeemable noncontrolling interest redemption value adjustments (1) |
7,082 |
|
|
4,149 |
|
||
Plus (minus) Select Items, net (2) |
24,309 |
|
|
52,091 |
|
||
Adjusted EBITDA |
140,520 |
|
|
151,514 |
|
||
Maintenance capital utilized (3) |
(13,500 |
) |
|
(10,600 |
) |
||
Interest expense |
(59,940 |
) |
|
(51,312 |
) |
||
Cash tax expense |
(195 |
) |
|
(250 |
) |
||
Distributions to preferred unitholders (4) |
(18,684 |
) |
|
(18,684 |
) |
||
Available Cash before Reserves (5) |
$ |
48,201 |
|
|
$ |
70,668 |
|
(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 are payable on |
(5) |
Represents the Available Cash before Reserves to common unitholders. |
|
|||||||
(in thousands) |
|||||||
|
Three Months Ended
|
||||||
|
2021 |
|
2020 |
||||
Cash Flows from Operating Activities |
$ |
54,173 |
|
|
$ |
143,466 |
|
Adjustments to reconcile net cash flow provided by operating activities to Adjusted EBITDA: |
|
|
|
||||
Interest Expense |
59,940 |
|
|
51,312 |
|
||
Amortization and write-off of debt issuance costs and premium |
(2,277 |
) |
|
(2,544 |
) |
||
Effects of available cash from equity method investees not included in operating cash flows |
7,021 |
|
|
1,909 |
|
||
Net effect of changes in components of operating assets and liabilities |
24,815 |
|
|
(52,628 |
) |
||
Non-cash effect of long-term incentive compensation plans |
(2,227 |
) |
|
(841 |
) |
||
Expenses related to business development activities and growth projects |
903 |
|
|
35 |
|
||
Differences in timing of cash receipts for certain contractual arrangements (1) |
657 |
|
|
13,052 |
|
||
Cancellation of debt income |
— |
|
|
809 |
|
||
Other items, net |
(2,485 |
) |
|
(3,056 |
) |
||
Adjusted EBITDA |
$ |
140,520 |
|
|
$ |
151,514 |
|
(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. |
|
||||
(in thousands) |
||||
|
|
|
||
Senior secured credit facility, net |
|
$ |
430,577 |
|
Senior unsecured notes, net |
|
2,929,000 |
|
|
Less: Outstanding inventory financing sublimit borrowings |
|
(31,700 |
) |
|
Less: Cash and cash equivalents |
|
(3,260 |
) |
|
Adjusted Debt (1) |
|
$ |
3,324,617 |
|
|
|
|
||
|
|
Pro Forma LTM |
||
|
|
|
||
Consolidated EBITDA (per our senior secured credit facility) |
|
$ |
567,726 |
|
Consolidated EBITDA adjustments (2) |
|
35,400 |
|
|
Adjusted Consolidated EBITDA (per our senior secured credit facility) (3) |
|
$ |
603,126 |
|
|
|
|
||
Adjusted Debt-to-Adjusted Consolidated EBITDA |
|
5.51X |
|
(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, 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 anticipated benefits of our transactions with Denbury, our expectations regarding 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 earnings before interest, taxes, depreciation and amortization (including impairment, write-offs, accretion and similar items, often referred to as EBITDA) after eliminating other non-cash revenues, expenses, gains, losses and charges (including any loss on asset dispositions), plus or minus certain other select items that we view as not indicative of our core operating results (collectively, "Select Items"). 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. The most significant Select Items in the relevant reporting periods are set forth below.
The table below includes the Select Items discussed above as applicable to the reconciliation of Adjusted EBITDA and Available Cash before Reserves to net income:
|
|
Three Months Ended
|
||||||
|
|
2021 |
|
2020 |
||||
I. |
Applicable to all Non-GAAP Measures |
|
|
|
||||
|
Differences in timing of cash receipts for certain contractual arrangements (1) |
$ |
657 |
|
|
$ |
13,052 |
|
|
Distributions from unrestricted subsidiaries not included in income (2) |
17,500 |
|
|
44,088 |
|
||
|
Certain non-cash items: |
|
|
|
||||
|
Unrealized gains on derivative transactions excluding fair value hedges, net of changes in inventory value (3) |
(1,708 |
) |
|
(9,772 |
) |
||
|
Adjustment regarding equity investees (4) |
7,142 |
|
|
2,318 |
|
||
|
Other |
(818 |
) |
|
2,060 |
|
||
|
Sub-total Select Items, net (5) |
22,773 |
|
|
51,746 |
|
||
II. |
Applicable only to Adjusted EBITDA and Available Cash before Reserves |
|
|
|
||||
|
Certain transaction costs (6) |
903 |
|
|
55 |
|
||
|
Other |
633 |
|
|
290 |
|
||
|
Total Select Items, net (7) |
$ |
24,309 |
|
|
$ |
52,091 |
|
(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) |
Represents the net effect of adding distributions from equity investees and deducting earnings of equity investees net to us. |
(5) |
Represents all Select Items applicable to Segment Margin and Available Cash before Reserves. |
(6) |
Represents transaction costs relating to certain merger, acquisition, divestiture, transition, and financing transactions incurred in advance of the associated transaction. |
(7) |
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, after eliminating gain or loss on sale of assets, plus or minus applicable Select Items. 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/20211104005222/en/
SVP - Finance and Corporate Development
(713) 860-2521
Source:
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