Access Midstream Partners, L.P. Reports Financial Results for the 2012 Third Quarter

  Access Midstream Partners, L.P. Reports Financial Results for the 2012 Third
  Quarter

  Partnership Reports 2012 Third Quarter Net Income of $50 Million, Adjusted
      Ebitda of $120 Million and Distributable Cash Flow of $86 Million

       Partnership Increases Quarterly Distribution to $0.435 per Unit

Business Wire

OKLAHOMA CITY -- November 06, 2012

Access Midstream Partners, L.P. (NYSE:ACMP) today announced financial results
for the 2012 third quarter. The Partnership’s 2012 third quarter net income
totaled $50.2 million, an increase of $2.0 million, or 4.1%, from the 2011
third quarter. Adjusted ebitda for the 2012 third quarter was $119.5 million,
up $31.4 million, or 35.6%, from 2011 third quarter adjusted ebitda of $88.1
million. The Partnership’s distributable cash flow (DCF) for the 2012 third
quarter totaled $86.3 million, an increase of $18.5 million, or 27.3%,
compared to adjusted DCF for the 2011 third quarter and resulted in a coverage
ratio of 1.29. Partnership revenue for the 2012 third quarter was $156.1
million, an increase of $16.0 million, or 11.4%, compared to 2011 third
quarter revenue of $140.1 million. Revenue for the 2012 third quarter excludes
the Partnership’s Marcellus revenue as this ownership interest is accounted
for as an unconsolidated equity investment. Financial terms are defined on
pages two and three of this release.

Throughput for the 2012 third quarter totaled 260.0 billion cubic feet (bcf)
of natural gas, or 2.83 bcf per day, an increase of 26.9% from 2011 third
quarter throughput of 2.23 bcf per day. The increase was driven by throughput
from gas gathering systems in the Marcellus Shale acquired in December 2011 as
well as increased throughput in the Barnett Shale. The Partnership connected
186 new wells to its gathering systems during the 2012 third quarter, an
increase of 27.4% compared to the 2011 third quarter.

Capital expenditures during the 2012 third quarter totaled $206.2 million,
including maintenance capital expenditures of $18.5 million. Due to strong
capital spending in Marcellus, the Partnership is on track to meet the current
capital expenditure outlook of $734 million for 2012.

                   Partnership Increases Cash Distribution

On October 25, 2012, the Board of Directors of the Partnership’s general
partner declared a quarterly cash distribution of $0.435 per unit for the 2012
third quarter, a $0.06, or 16.0%, increase over the 2011 third quarter
distribution and a $0.015, or 3.6%, increase over the 2012 second quarter
distribution. The distribution will be paid on November 14, 2012 to
unitholders of record at the close of business on November 7, 2012. DCF for
the 2012 third quarter of $86.3 million provided distribution coverage of 1.29
times the amount required for the Partnership to fund the distribution to both
the general and limited partners.

                             Management Comments

J. Mike Stice, Access Midstream Partners’ Chief Executive Officer, commented,
“The Partnership continues to deliver very strong performance across the
board. With over $206 million of capital expenditures and 186 new well
connects in the third quarter, our organic growth plan is right on track. I am
extremely pleased with this quarter’s financial performance which allows us
once again to increase the distribution to our investors. The predictability
of our best in class assets and fee based contracts delivered 27% growth in
DCF, 16% growth in distribution and 1.29 coverage in the third quarter. With
this quarter’s performance, we have consistently increased our distribution
since our inception, now eight consecutive quarters.”

                         Conference Call Information

A conference call to discuss this release of financial results has been
scheduled for Wednesday, November 7, 2012 at 9:00 a.m. EST. The telephone
number to access the conference call is 913-312-0648 or toll-free
888-211-9963. The passcode for the call is 9435747. We encourage those who
would like to participate in the call to dial the access number between 8:50
and 9:00 a.m. EST. For those unable to participate in the conference call, a
replay will be available for audio playback from 12:00 p.m. EST on November 7,
2012 through 12:00 p.m. EST on November 21, 2012. The number to access the
conference call replay is 719-457-0820 or toll-free 888-203-1112. The passcode
for the replay is 9435747. The conference call will also be webcast live on
the Internet and can be accessed by going to the Partnership’s website at
www.accessmidstream.com in the "Events" subsection of the "Investors" section
of the website. An archive of the conference call webcast will also be
available on the website.

                      Use of Non-GAAP Financial Measures

This press release and accompanying schedules include the non-GAAP financial
measures of adjusted ebitda, DCF and adjusted DCF. The accompanying schedules
provide reconciliations of these non-GAAP financial measures to their most
directly comparable financial measures calculated and presented in accordance
with GAAP. Non-GAAP financial measures should not be considered as an
alternative to GAAP measures such as net income, net cash provided by
operating activities or any other measure of liquidity or financial
performance calculated and presented in accordance with GAAP. Investors should
not consider adjusted ebitda, DCF or adjusted DCF in isolation or as a
substitute for analysis of the Partnership’s results as reported under GAAP.
Because these non-GAAP financial measures may be defined differently by other
companies in our industry, the Partnership’s definition of adjusted ebitda,
DCF and adjusted DCF may not be comparable to similarly titled measures of
other companies, thereby diminishing their utility.

Adjusted Ebitda. The Partnership agreement defines adjusted ebitda as net
income (loss) before income tax expense, interest expense, depreciation and
amortization expense and certain other items management believes affect the
comparability of operating results. Adjusted ebitda is a non-GAAP financial
measure that management and external users of our consolidated financial
statements, such as industry analysts, investors, lenders and rating agencies,
may use to assess:

  *The Partnership’s operating performance as compared to other publicly
    traded partnerships in the midstream energy industry, without regard to
    capital structure, historical cost basis or financing methods;
  *The Partnership’s ability to incur and service debt and fund capital
    expenditures;
  *The ability of the Partnership’s assets to generate sufficient cash flow
    to make distributions to unitholders; and
  *The viability of acquisitions and other capital expenditure projects and
    the returns on investment of various investment opportunities.

Management believes it is appropriate to exclude certain items from ebitda
because management believes these items affect the comparability of operating
results. The Partnership believes that the presentation of adjusted ebitda in
this press release provides information useful to investors in assessing its
financial condition and results of operations. The GAAP measure most directly
comparable to adjusted ebitda is net income.

Distributable Cash Flow. The Partnership agreement defines DCF as adjusted
ebitda attributable to the Partnership adjusted for:

  *Addition of interest income;
  *Subtraction of net cash paid for interest expense;
  *Subtraction of maintenance capital expenditures; and
  *Subtraction of income taxes.

Management compares the DCF the Partnership generates to the cash
distributions it expects to pay its partners. Using this metric, management
computes a distribution coverage ratio. DCF is an important non-GAAP financial
measure for our limited partners since it serves as an indicator of our
success in providing a cash return on investment. Specifically, this financial
measure indicates to investors whether or not the Partnership is generating
cash flows at a level that can sustain or support an increase in its quarterly
cash distributions. DCF is also a quantitative standard used by the investment
community with respect to publicly traded partnerships because the value of a
partnership unit is in part measured by its yield, which is based on the
amount of cash distributions a partnership can pay to a unitholder. The GAAP
measure most directly comparable to DCF is net cash provided by operating
activities.

Adjusted Distributable Cash Flow. The Partnership includes the quarterly
impact of contractual minimum volume commitments that are not recognized until
the fourth quarter of each year in its calculation of adjusted DCF for the
purpose of calculating the distribution coverage ratio.

Access Midstream Partners, L.P. (NYSE:ACMP) is the industry’s largest
gathering and processing master limited partnership as measured by throughput
volume and owns, operates, develops and acquires natural gas gathering systems
and other midstream energy assets. Headquartered in Oklahoma City, the
Partnership's operations are focused on the Barnett Shale, Haynesville Shale,
Marcellus Shale and Mid-Continent regions of the U.S. The Partnership’s common
units are listed on the New York Stock Exchange under the symbol ACMP. Further
information is available at www.accessmidstream.com where the Partnership
routinely posts announcements, updates, events, investor information and
presentations and all recent press releases.

This press release includes forward-looking statements. Forward-looking
statements give our current expectations or forecasts of future events. They
include but are not limited to our business strategy and plans and objectives
for future operations as well as our future financial and operating results.
We caution you not to place undue reliance on our forward-looking statements,
which speak only as of the date of this release, and we undertake no
obligations to update this information. Although we believe the expectations
and forecasts reflected in these and other forward-looking statements are
reasonable, we can give no assurance they will prove to be correct. They can
be affected by inaccurate assumptions or by known or unknown risks and
uncertainties. Factors that could cause actual results to differ materially
from expected results are described under “Risk Factors” in our 2011 Annual
Report on Form 10-K and our other SEC filings.

                                                 
Access Midstream Partners, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per unit data)
(unaudited)
                                                   
                                                   Three Months Ended

                                                   September 30,
                                                   2012          2011
Revenues, including revenues from related          $ 156,092       $ 140,105
parties ^(1)
                                                                   
Operating expenses
Operating expenses, including expenses from          49,805          43,233
related parties
Depreciation and amortization expense                41,163          35,021
General and administrative expense, including        15,283          8,940
expenses from related parties
Other operating expense                             (628    )      (40     )
                                                                   
Total operating expenses                            105,623       87,154  
                                                                   
Operating income                                     50,469          52,951
                                                                   
Other income (expense)
Income from unconsolidated affiliates                15,724          —
Interest expense                                     (15,219 )       (4,250  )
Other income                                        115           137     
                                                                   
Income before income tax expense                     51,089          48,838
Income tax expense                                  861           665     
                                                                   
Net income                                         $ 50,228       $ 48,173  
                                                                   
Limited partner interest in net income
Net income                                           50,228          48,173
Less general partner interest in net income         (2,364  )      (964    )
                                                                   
Limited partner interest in net income              47,864        47,209  
                                                                   
Net income per limited partner unit – basic and
diluted
Common units                                         0.32            0.34
Subordinated units                                   0.32            0.34
                                                                   
Weighted average limited partner units
outstanding used for net income per unit
calculation – basic and diluted (in thousands)
Common units                                         79,434          69,359
Subordinated units                                   69,076          69,076
                                                                             

(1) Excludes revenue from Marcellus assets of $35.2 million for the three
months ended September 30, 2012 that is included in Income from Unconsolidated
Affiliates.

                                                 
Access Midstream Partners, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per unit data)
(unaudited)
                                                   
                                                   Nine Months Ended

                                                   September 30,
                                                   2012          2011
Revenues, including revenues from related          $ 460,098       $ 396,851
parties ^(1)
                                                                   
Operating expenses
Operating expenses, including expenses from          143,218         130,078
related parties
Depreciation and amortization expense                120,323         98,706
General and administrative expense, including        38,326          27,545
expenses from related parties
Other operating expense                             (433    )      823     
                                                                   
Total operating expenses                            301,434       257,152 
                                                                   
Operating income                                     158,664         139,699
                                                                   
Other income (expense)
Income from unconsolidated affiliates                44,682          —
Interest expense                                     (46,813 )       (9,527  )
Other income                                        174           221     
                                                                   
Income before income tax expense                     156,707         130,393
Income tax expense                                  2,507         2,361   
                                                                   
Net income                                         $ 154,200      $ 128,032 
                                                                   
Limited partner interest in net income
Net income                                           154,200         128,032
Less general partner interest in net income         (5,545  )      (2,560  )
                                                                   
Limited partner interest in net income              148,655       125,472 
                                                                   
Net income per limited partner unit – basic and
diluted
Common units                                         1.00            0.91
Subordinated units                                   1.00            0.91
                                                                   
Weighted average limited partner units
outstanding used for net income per unit
calculation – basic and diluted (in thousands)
Common units                                         79,330          69,268
Subordinated units                                   69,076          69,076
                                                                             

(1) Excludes revenue from Marcellus assets of $98.5 million for the nine
months ended September 30, 2012 that is included in Income from Unconsolidated
Affiliates.

                                                         
Access Midstream Partners, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in thousands)
(unaudited)
                                                             
                                           As of             As of

                                           September 30,     December 31,

                                           2012              2011
Assets
                                                             
Total current assets                       $ 84,695         $ 88,188    
                                                             
Property, plant and equipment
Gathering systems                            3,103,301         2,954,868
Other fixed assets                           63,655            53,611
Less: Accumulated depreciation              (552,046  )      (480,555  )
                                                             
Total property, plant and equipment, net    2,614,910       2,527,924 
                                                             
Investment in unconsolidated affiliates      1,068,681         886,558
Intangible assets, net                       150,148           158,621
Deferred loan costs, net                    31,808          21,947    
                                                             
Total assets                               $ 3,950,242      $ 3,683,238 
                                                             
Liabilities and Partners’ Capital
                                                             
Total current liabilities                  $ 127,161        $ 143,094   
                                                             
Long-term liabilities
Long-term debt                               1,374,500         1,062,900
Other liabilities                           3,459           4,099     
                                                             
Total long-term liabilities                 1,377,959       1,066,999 
                                                             
Total partners’ capital                     2,445,122       2,473,145 
                                                             
Total liabilities and partners’ capital    $ 3,950,242      $ 3,683,238 
                                                                         

                                             
Access Midstream Partners, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
(unaudited)
                                               
                                               Nine Months Ended

                                               September 30,
                                               2012             2011
Cash flows from operating activities
Net income                                     $ 154,200          $ 128,032
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization                    120,323            98,706
Income from unconsolidated affiliates            (44,682    )       —
Other non-cash items                             5,661              5,177
Changes in assets and liabilities
(Increase) decrease in accounts receivable       12,547             54,579
(Increase) decrease in other assets              (15,289    )       (87      )
Increase (decrease) in accounts payable          (6,579     )       9,266
Increase (decrease) in accrued liabilities      16,492           2,821    
                                                                  
Net cash provided by operating activities       242,673          298,494  
                                                                  
Cash flows from investing activities
Additions to property, plant and equipment       (231,632   )       (326,603 )
Proceeds from sale of assets                     9,316              1,522
Investments in unconsolidated affiliates        (139,216   )      —        
                                                                  
Net cash used in investing activities           (361,532   )      (325,081 )
                                                                  
Cash flows from financing activities
Proceeds from long-term debt borrowings          847,500            331,400
Payments on long-term debt borrowings            (1,285,900 )       (513,200 )
Proceeds from issuance of senior notes           750,000            350,000
Debt issuance costs                              (13,824    )       (10,101  )
Distribution to unitholders                      (184,639   )       (148,029 )
Initial public offering costs                    —                  (1,280   )
Other adjustments                               5,720            4        
                                                                  
Net cash provided by financing activities       118,857          8,794    
                                                                  
Net increase (decrease) in cash and cash         (2         )       (17,793  )
equivalents
                                                                  
Cash and cash equivalents
Beginning of period                             22               17,816   
                                                                  
End of period                                  $ 20              $ 23       
                                                                             

                                                 
Access Midstream Partners, L.P.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
($ in thousands)
(unaudited)
                                                   
                                                   Three Months Ended

                                                   September 30,
                                                   2012          2011
                                                                   
Net Income                                         $ 50,228        $ 48,173
                                                                   
Adjusted for:
Interest expense                                     15,219          4,250
Income tax expense                                   861             665
Depreciation and amortization expense                41,163          35,021
Other                                                (628    )       (40     )
Income from unconsolidated affiliates                (15,724 )       —
EBITDA from unconsolidated affiliates^(1)           28,403        —       
                                                                   
Adjusted EBITDA                                    $ 119,522      $ 88,069  
                                                                   
Adjusted for:
Maintenance capital expenditures                     (18,500 )       (18,500 )
Cash portion of interest expense                     (13,868 )       (3,316  )
Income tax expense                                  (861    )      (665    )
                                                                   
Distributable cash flow                             86,293        65,588  
                                                                   
Adjusted for:
Implied minimum volume commitment                   —             2,211   
                                                                   
Adjusted distributable cash flow                   $ 86,293       $ 67,799  
                                                                   
                                                                   
Cash provided by operating activities              $ 106,275       $ 92,506
                                                                   
Adjusted for:
Change in assets and liabilities                     (28,656 )       (7,906  )
Interest expense                                     15,219          4,250
Income tax expense                                   861             665
Other non-cash items                                 (2,580  )       (1,446  )
EBITDA from unconsolidated affiliates^(1)           28,403        —       
                                                                   
Adjusted EBITDA                                    $ 119,522      $ 88,069  
                                                                   
Adjusted for:
Maintenance capital expenditures                     (18,500 )       (18,500 )
Cash portion of interest expense                     (13,868 )       (3,316  )
Income tax expense                                  (861    )      (665    )
                                                                   
Distributable cash flow                             86,293        65,588  
                                                                   
Adjusted for:
Implied minimum volume commitment                   —             2,211   
                                                                   
Adjusted distributable cash flow                   $ 86,293       $ 67,799  
                                                                   
Cash distribution
Limited partner units 2012: ($0.435 x
147,999,140 units); 2011: ($0.375 x 138,161,160    $ 64,380        $ 51,811
units)
General partner interest                            2,701         1,057   
                                                                   
Total cash distribution                            $ 67,081       $ 52,868  
                                                                   
Distribution coverage ratio                         1.29          1.28    
                                                                   
                                                                   
^(1) EBITDA from unconsolidated affiliates is
calculated as follows:
Net Income                                         $ 15,724        $ —
                                                                   
Adjusted for:
Depreciation and amortization expense                12,742          —
Other                                               (63     )      —       
                                                                   
EBITDA from unconsolidated affiliates              $ 28,403       $ —       
                                                                   
Marcellus overhead allocation                        (2,600  )       —
Chesapeake guaranty payment                         —             —       
                                                                   
EBITDA reconciled to CHK commitment                $ 25,803       $ —       
                                                                             

                                                 
Access Midstream Partners, L.P.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
($ in thousands)
(unaudited)
                                                   
                                                   Nine Months Ended

                                                   September 30,
                                                   2012          2011
                                                                   
Net Income                                         $ 154,200       $ 128,032
                                                                   
Adjusted for:
Interest expense                                     46,813          9,527
Income tax expense                                   2,507           2,361
Depreciation and amortization expense                120,323         98,706
Other                                                (433    )       823
Income from unconsolidated affiliates                (44,682 )       —
EBITDA from unconsolidated affiliates^(1)           80,121        —       
                                                                   
Adjusted EBITDA                                    $ 358,849      $ 239,449 
                                                                   
Adjusted for:
Maintenance capital expenditures                     (55,500 )       (55,500 )
Cash portion of interest expense                     (42,835 )       (6,056  )
Income tax expense                                  (2,507  )      (2,361  )
                                                                   
Distributable cash flow                             258,007       175,532 
                                                                   
Adjusted for:
Implied minimum volume commitment                   —             7,479   
                                                                   
Adjusted distributable cash flow                   $ 258,007      $ 183,011 
                                                                   
                                                                   
Cash provided by operating activities              $ 242,673       $ 298,494
                                                                   
Adjusted for:
Change in assets and liabilities                     (7,171  )       (66,579 )
Interest expense                                     46,813          9,527
Income tax expense                                   2,507           2,361
Other non-cash items                                 (6,094  )       (4,354  )
EBITDA from unconsolidated affiliates^(1)           80,121        —       
                                                                   
Adjusted EBITDA                                    $ 358,849      $ 239,449 
                                                                   
Adjusted for:
Maintenance capital expenditures                     (55,500 )       (55,500 )
Cash portion of interest expense                     (42,835 )       (6,056  )
Income tax expense                                  (2,507  )      (2,361  )
                                                                   
Distributable cash flow                             258,007       175,532 
                                                                   
Adjusted for:
Implied minimum volume commitment                   —             7,479   
                                                                   
Adjusted distributable cash flow                   $ 258,007      $ 183,011 
                                                                   
                                                                   
^(1) EBITDA from unconsolidated affiliates is
calculated as follows:
Net Income                                         $ 44,682        $ —
                                                                   
Adjusted for:
Depreciation and amortization expense                35,530          —
Other                                               (91     )      —       
                                                                   
EBITDA from unconsolidated affiliates              $ 80,121       $ —       
                                                                   
Marcellus overhead allocation                        (7,800  )       —
Chesapeake guaranty payment                         —             —       
                                                                   
EBITDA reconciled to CHK commitment                $ 72,231       $ —       
                                                                             

                                              
Access Midstream Partners, L.P.
OPERATING STATISTICS
(unaudited)
                                                
                                                Three Months Ended

                                                September 30,
                                                2012      2011
                                                            
Barnett Shale
Wells connected during period                   26          96
Total wells connected at end of period          2,374       2,102
Throughput, bcf per day                         1.236       1.075
Approximate miles of pipe at end of period      845         855
Gas compression (horsepower) at end of period   161,115     156,260
                                                            
                                                            
Haynesville Shale
Wells connected during period                   10          12
Total wells connected at end of period          232         213
Throughput, bcf per day                         0.325       0.578
Approximate miles of pipe at end of period      263         254
Gas compression (horsepower) at end of period   23,745      21,970
                                                            
                                                            
Marcellus Shale
Wells connected during period                   65          —
Total wells connected at end of period          461         —
Throughput, bcf per day^(1)                     0.691       —
Approximate miles of pipe at end of period      458         —
Gas compression (horsepower) at end of period   50,950      —
                                                            
                                                            
Mid-Continent
Wells connected during period                   85          38
Total wells connected at end of period          2,741       2,484
Throughput, bcf per day                         0.573       0.573
Approximate miles of pipe at end of period      2,589       2,402
Gas compression (horsepower) at end of period   99,394      93,656
                                                            
                                                            
Total
Wells connected during period                   186         146
Total wells connected at end of period          5,808       4,799
Throughput, bcf per day^(1)                     2.825       2.226
Approximate miles of pipe at end of period      4,155       3,511
Gas compression (horsepower) at end of period   335,204     271,886
                                                            

       Throughput in the Marcellus Shale region represents the net throughput
^(1)  allocated to the Partnership’s interest. Total gross Marcellus Shale
       system throughput was 1.516 bcf per day for the three months ended
       September 30, 2012.
       

                                              
Access Midstream Partners, L.P.
OPERATING STATISTICS
(unaudited)
                                                
                                                Nine Months Ended

                                                September 30,
                                                2012      2011
                                                            
Barnett Shale
Wells connected during period                   155         267
Total wells connected at end of period          2,374       2,102
Throughput, bcf per day                         1.259       1.030
Approximate miles of pipe at end of period      845         855
Gas compression (horsepower) at end of period   161,115     156,260
                                                            
                                                            
Haynesville Shale
Wells connected during period                   12          49
Total wells connected at end of period          232         213
Throughput, bcf per day                         0.363       0.545
Approximate miles of pipe at end of period      263         254
Gas compression (horsepower) at end of period   23,745      21,970
                                                            
                                                            
Marcellus Shale
Wells connected during period                   180         —
Total wells connected at end of period          461         —
Throughput, bcf per day^(1)                     0.648       —
Approximate miles of pipe at end of period      458         —
Gas compression (horsepower) at end of period   50,950      —
                                                            
                                                            
Mid-Continent
Wells connected during period                   215         128
Total wells connected at end of period          2,741       2,484
Throughput, bcf per day                         0.562       0.553
Approximate miles of pipe at end of period      2,589       2,402
Gas compression (horsepower) at end of period   99,394      93,656
                                                            
                                                            
Total
Wells connected during period                   562         444
Total wells connected at end of period          5,808       4,799
Throughput, bcf per day^(1)                     2.832       2.128
Approximate miles of pipe at end of period      4,155       3,511
Gas compression (horsepower) at end of period   335,204     271,886
                                                            

       Throughput in the Marcellus Shale region represents the net throughput
^(1)  allocated to the Partnership’s interest. Total gross Marcellus Shale
       system throughput was 1.407 bcf per day for the nine months ended
       September 30, 2012.

Contact:

Access Midstream Partners
Investor Contact:
Dave Shiels, CFO, 405-935-6224
dave.shiels@accessmidstream.com
or
Media Contacts:
Jack Cowell, 917-405-0717
jack.cowell@global-infra.com
or
Tom Johnson, 212-371-5999
tbj@abmac.com
 
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