COST: 44.9 $MM
DALLAS, Jan. 30, 2017 /PRNewswire/ -- Azure Midstream Partners, LP (the "Company") (OTCQB: AZUR) today announced that the Company, along with its affiliates and certain subsidiaries, commenced Chapter 11 cases in the United States Bankruptcy Court for the Southern District of Texas in its continuing efforts to manage its debt obligations and conserve its going concern value. The Company anticipates filing a motion to approve procedures for a sale of all or substantially all of its assets, as well as a Chapter 11 plan and accompanying disclosure statement shortly.
The Company has been able to reach a consensual agreement with the lenders under that certain Credit Agreement dated as of February 27, 2015 and the lenders are supportive of the Company's process, including the sale process.
The Company expects day-to-day operation to continue without interruption throughout the Court-supervised process. The Company expects to maintain sufficient liquidity to maintain its business operations until such time as a sale is consummated.
"While we recognize this is disappointing news, Chapter 11 reorganization is the only solution that maximizes going concern value for all stakeholders," said I.J. "Chip" Berthelot, Azure President and CEO. "We will continue to operate the company and proceed through this process in a way that best preserves asset value for everyone with an interest."
The Company also announced that it has filed certain "first day" motions with the court to facilitate operating in the normal course throughout the court-supervised process. The Company is seeking court approval this week to continue paying employees, trade creditors, suppliers, and contractors in the ordinary course of business.
These cases do not involve Azure's parent company, Azure Midstream Energy,
Court filings and other information related to the Chapter 11 proceedings is available at a website administered by the Company's claims agent, Kurtzman Carson Consultants at www.kccllc.net/azuremlp.
Alvarez & Marsal is serving as financial advisor to the Company, Evercore Group LLC is serving as investment bankers to the Company, and Weil, Gotshal & Manges LLP is serving as the Company's legal advisor.
About Azure Midstream Partners, LP
Azure Midstream Partners, LP, headquartered in Dallas, Texas, is a fee-based, growth oriented limited partnership formed to develop, operate, and acquire midstream energy assets. The Partnership provides natural gas gathering, transportation, and processing services; as well as NGL transportation and crude oil logistics services. The Partnership's assets include 963 miles of gathering lines in the Shelby Trough sub-play of the Haynesville Shale and the horizontal Cotton Valley play located in east Texas and north Louisiana that are capable of gathering 1.9 Bcf/d. The Partnership also has natural gas processing facilities located in the Panola, San Augustine and Tyler Counties of Texas, two NGL transportation pipelines that connect its Panola County and Tyler County processing facilities to third party NGL pipelines capable of transporting 20,000 barrels per day, and three crude oil transloading facilities containing six crude oil transloaders with a combined capacity of 31,200 Bbls/d.
SOURCE Azure Midstream Partners, LP
DALLAS, June 6, 2016 /PRNewswire/ -- Azure Midstream Partners, LP (NYSE: AZUR) ("Azure", the "Partnership"), today announced that it was notified by the New York Stock Exchange (the "NYSE") that the NYSE has determined to commence proceedings to delist its common units (the "Common Units") from the NYSE. These proceedings are a result of Azure's failure to comply with the continued listing standard set forth in Section 802.01B of the NYSE Listed Company Manual that require Azure to maintain an average global market capitalization over a consecutive 30 trading-day period of at least $15 million for its Common Units. The NYSE also suspended the trading of the Common Units at the close of trading on June 3, 2016.
The NYSE has informed Azure that it will file a Form 25-NSE with the Securities and Exchange Commission, which will remove Azure's securities from listing and registration on the NYSE. Azure is presently considering what actions, if any, it may take in response to the decision. However, the Partnership anticipates that the Common Units will begin trading on the OTCQB Market at the open on Monday, June 6, 2016. Azure expects its OTCQB ticker symbol to be the same as its NYSE symbol: AZUR. The Partnership will remain subject to the public reporting requirements of the Securities and Exchange Commission following the transfer to the OTCQB.
About Azure Midstream Partners, LP
Azure Midstream Partners, LP, headquartered in Dallas, Texas, is a fee-based, growth oriented limited partnership formed to develop, operate, and acquire midstream energy assets. The Partnership provides natural gas gathering, transportation, and processing services; as well as NGL transportation and crude oil logistics services. The Partnership's assets include 1,002 miles of gathering lines in the Shelby Trough sub-play of the Haynesville Shale and the horizontal Cotton Valley play located in east Texas and north Louisiana that are capable of gathering 1.9 Bcf/d. The Partnership also has four natural gas processing facilities with 310 MMcf/d of cumulative processing capacity located in the Panola, San Augustine and Tyler Counties of Texas, two NGL transportation pipelines that connect its Panola County and Tyler County processing facilities to third party NGL pipelines capable of transporting 21,000 barrels per day, and three crude oil transloading facilities containing six crude oil transloaders with a combined capacity of 31,200 Bbls/d. www.azuremidstreampartners.com
SOURCE Azure Midstream Partners, LP
DALLAS, May 9, 2016 /PRNewswire/ -- Azure Midstream Partners, LP (NYSE: AZUR) ("Azure" or the "Partnership"), announced financial and operating results for the three months ended March 31, 2016.
Adjusted EBITDA for the first quarter 2016 was $5.1 million, compared to pro forma adjusted EBITDA of $8.6 for the first quarter of 2015, and distributable cash flow was $2.4 million, or $0.11 per limited partner unit, compared to pro forma distributable cash flow of $7.2 million, or $0.40 per limited partner unit in the first quarter of 2015. The Partnership recognized a net loss of $113.6 million for the quarter due primarily to a $107.5 million non-cash impairment of tangible and intangible assets related to the AES and NuDevco restructure. This compares to a pro forma net loss of $7.6 million for the first quarter of 2015. Adjusted EBITDA and distributable cash flow are explained in greater detail under "Non-GAAP Financial Measures," and reconciliations of these measures to their most directly comparable GAAP measures are included in the tables at the end of this release.
"While the challenging commodity market persists, we have just completed the strategic restructuring plan with AES and its parent, NuDevco according to the plans we outlined during our recent earnings call," said I.J. "Chip" Berthelot, President and Chief Executive Officer. "This allows us to reduce outstanding units by fifty percent, focus more intensely on our core gas business and proceed with additional strategic initiatives as a more streamlined organization."
The execution of the AES restructure agreement accelerated a letter of credit which on April 1, 2016 was used to reduce the outstanding debt at the end of the first quarter by $15.0 million. Additionally, effective April 1, 2016, NuDevco surrendered to the Partnership 1,939,265 common units, 8,724,545 subordinated units and 10 IDR units of the Partnership which were held by NuDevco and its subsidiary. This reduced the number of outstanding units of the Partnership from approximately 21.7 million units to 11.1 million common units. In return, the Partnership agreed to terminate both the gathering and processing and transloading agreements coupled with a mutual release of future claims with AES, and AES assigned all of its rights and interests in third party contracts to the Partnership.
Giving full effect to the restructure, on a pro forma basis, the Partnership could have generated $0.22 per limited partner unit with 11.1 million units outstanding for the first quarter of 2016.
First Quarter 2016 Results
AES was the anchor tenant for the transloading business. As a result of the restructure, the transloading business will be combined with the gathering and processing segment for reporting purposes going forward. Our transloading sites are located in underserved oil producing regions and provided a crucial oil transport service when energy prices were more robust. In this environment, we will use this opportunity to evaluate the viability of each location and seek opportunity to reduce cost in the near term to position for optimization in the long-term.
Gross margin for the gathering and processing segment for the first quarter 2016 was $9.4 million compared to $7.5 million in the first quarter of 2015. Gathered gas volumes were 260 MMcf/d and gas processed volumes were 66 MMcf/d for the first quarter 2016. Gathered gas volumes were 249 MMcf/d and gas processed volumes were 183 MMcf/d for the first quarter 2015.
The Partnership's first quarter 2016 recurring operating expenses were $4.0 million, recurring general and administrative expenses were $2.4 million, depreciation and amortization expenses were $6.0 million, and interest expense was $3.0 million. Debt, net of cash, was $215.6 million as of March 31, 2016. Pro forma debt, net of cash, considering the effects of the $15.0 million debt reduction was $200.6 million as of March 31, 2016.
In connection with the AES restructure, the Partnership recorded a non-cash impairment loss of $107.5 million in the first quarter of 2016. The impairment was comprised of a $78.3 million impairment to the processing tangible assets and $29.2 million impairment to the intangible asset identified as part of the purchase price allocation to the Partnership's assets acquired related to the customer relationship with AES.
Suspension of Distributions
The Partnership has suspended distributions for the quarterly period ended March 31, 2016. The Partnership's board of directors and management believe the suspension to be in the best long-term interest of all stakeholders. The board of directors will continue to evaluate the Partnership's ability to reinstate the distribution, although reinstatement of distributions is not expected in the near term absent substantial improvement in our operating performance and compliance with the terms of our credit agreement.
First Quarter 2016 Conference Call and Webcast
Azure will host a conference call to discuss first quarter 2016 results at 10:00 am CT (11:00 am ET) on Monday, May 9, 2016.
Interested parties can listen to a live webcast of the call from the Events & Presentations page of the Azure Investor Relations website at http://investor.azuremidstreampartners.com/phoenix.zhtml?c=253822&p=irol-calendar. An archived replay of the webcast will be available for 12 months following the live presentation.
The call can be accessed live over the telephone by dialing 1-877-815-2357, 1-330-968-0354 for international callers. The conference ID for the call is 1385069. A telephonic replay of the call will be available for 7 days and can be accessed by dialing 1-855-859-2056 or 1-404-537-3406 for international callers, with conference ID number 1385069.
AZURE MIDSTREAM PARTNERS, LP | |||||||||||
March 31, 2016 |
December 31, 2015 |
||||||||||
Selected Balance Sheet Data: |
|||||||||||
Cash and cash equivalents |
$ 15,961 |
$ 7,511 |
|||||||||
Total assets |
454,933 |
563,964 |
|||||||||
Long-term debt, net of deferred borrowing costs |
228,665 |
228,474 |
|||||||||
Total partners' capital |
$ 203,300 |
$ 316,447 |
|||||||||
Azure Limited Partners' Capital: |
|||||||||||
Limited partner units outstanding March 31, 2016 |
21,788,763 |
21,769,199 |
|||||||||
AZURE MIDSTREAM PARTNERS, LP | ||||||
Quarter Ended March 31, 2016 |
Pro Forma Quarter Ended March 31, 2015 (1) |
|||||
Total operating revenues |
$ 12,681 |
$ 17,318 |
||||
Operating expenses |
||||||
Cost of natural gas and NGLs |
3,330 |
2,982 |
||||
Operation and maintenance |
4,000 |
4,340 |
||||
General and administrative |
2,335 |
8,473 |
||||
Non-cash equity based compensation |
424 |
5,005 |
||||
Asset impairment |
107,477 |
- |
||||
Depreciation and amortization expense |
5,990 |
3,234 |
||||
Total operating expenses |
123,556 |
24,034 |
||||
Operating loss |
(110,875) |
(6,716) |
||||
Other expense, net |
95 |
- |
||||
Interest expense |
3,001 |
828 |
||||
Net loss before tax |
(113,971) |
(7,544) |
||||
Income tax expense (benefit) |
(400) |
81 |
||||
Net loss |
$ (113,571) |
$ (7,625) |
||||
(1) |
The pro forma income statement for the first quarter of 2015 presents the full three months of the historical Marlin business and includes the impacts of the business combination and the contribution of the Legacy System as of the closing of the Transactions. |
The following table presents a reconciliation of net loss to Adjusted EBITDA and DCF for first quarter 2016 and pro forma first quarter 2015.
AZURE MIDSTREAM PARTNERS, LP | |||
(In Thousands) |
Quarter Ended March 31, 2016 |
Pro Forma Quarter Ended March 31, 2015 (4) | |
Net loss |
$ (113,571) |
$ (7,625) | |
Add (deduct): |
|||
Interest expense |
3,001 |
828 | |
Income tax expense |
(400) |
81 | |
Depreciation and amortization expense |
5,990 |
3,234 | |
Asset impairment |
107,477 |
- | |
Non-cash equity based compensation |
424 |
5,005 | |
Other adjustments (1) |
2,146 |
7,105 | |
Adjusted EBITDA |
$ 5,067 |
$ 8,628 | |
Deduct: |
|||
Cash interest expense |
(2,574) |
(738) | |
Cash taxes |
(7) |
(81) | |
Maintenance capital expenditures |
(55) |
(609) | |
Distributable cash flow |
$ 2,431 |
$ 7,200 | |
DCF per limited partner unit (2) |
$ 0.11 |
$ 0.40 | |
Distributions to limited partners (3) |
$ - |
$ 6,630 | |
Distributions per limited partner unit |
$ - |
$ 0.37 | |
Distribution coverage ratio |
1.1x |
(1) |
Other adjustments primarily relate to the deferred revenue associated with our minimum revenue commitment ("MRC") agreement and several minimum volume commitment ("MVC") agreements. We include a proportional amount of the expected MRC/MVC cash receipts in each quarter in respect of the annual period for which we actually receive the payment to ensure our Adjusted EBITDA reflects the amount of cash we are entitled to receive on an annual basis under these MRC/MVC agreements. |
(2) |
DCF per limited partner unit is calculated using the shares outstanding at March 31, 2016 of 21.8 million shares. Pro forma DCF per limited partner unit, considering the effects of the AES settlement, would be $0.22. |
(3) |
The Partnership has suspended the distribution for the quarterly period ended March 31, 2016. |
(4) |
The pro forma results for the first quarter of 2015 present the full three months of the historical Marlin business and include the impacts of the business combination and the contribution of the Legacy System as of the closing of the Transactions. We view Pro Forma Adjusted EBITDA and Pro Forma DCF for the first quarter of 2015 as the key financial metrics used to compare the performance of the combined Partnership as compared to the first quarter of 2016. |
AZURE MIDSTREAM PARTNERS, LP | |||||||
Quarter Ended |
Quarter Ended |
||||||
March 31, 2016 |
March 31, 2015 |
||||||
Average throughput volumes of natural gas (MMcf/d) (1) |
260 |
249 |
|||||
Average volume of processed gas (MMcf/d) |
66 |
183 |
|||||
Transloading facilities (BBls/d), primarily MVC volumes |
- |
22,536 |
|||||
(1) |
Average throughput volumes reflected for March 31, 2015 represent three months of the Legacy System and one month of Marlin. |
About Azure Midstream Partners, LP
Azure Midstream Partners, LP, headquartered in Dallas, Texas, is a fee-based, growth oriented limited partnership formed to develop, operate, and acquire midstream energy assets. The Partnership provides natural gas gathering, transportation, and processing services; as well as NGL transportation and crude oil logistics services. The Partnership's assets include 1,013 miles of gathering lines in the Shelby Trough sub-play of the Haynesville Shale and the horizontal Cotton Valley play located in east Texas and north Louisiana that are capable of gathering 1.9 Bcf/d. The Partnership also has four natural gas processing facilities with 305 MMcf/d of cumulative processing capacity located in the Panola, San Augustine and Tyler Counties of Texas, two NGL transportation pipelines that connect its Panola County and Tyler County processing facilities to third party NGL pipelines capable of transporting 20,000 barrels per day, and three crude oil transloading facilities containing six crude oil transloaders with a combined capacity of 31,200 Bbls/d.
Additional information about Azure Midstream Partners, LP can be found at www.azuremidstreampartners.com.
About Azure Midstream Energy, LLC
Azure Energy is a midstream company with a focus on owning, operating, developing and acquiring midstream energy infrastructure in core producing areas in the United States. Azure Energy owns 100% of Azure Midstream Partners GP, LLC, the Partnership's general partner, and 90% of the incentive distribution rights in the Partnership. In addition to its ownership of the Partnership, Azure Energy provides natural gas gathering, compression, treating and processing services in north Louisiana and east Texas in the prolific Haynesville and Bossier Shale formations.
Use of Non-GAAP Financial Measures
We report financial results in accordance with GAAP. We also present adjusted EBITDA and distributable cash flow each of which are non-GAAP financial measures. We define gross margin as total revenues less cost of natural gas and NGLs. We define Adjusted EBITDA as net income (loss), plus interest expense, income tax expense, depreciation and amortization expense, certain non-cash charges (such as non-cash equity based compensation, impairments, gains and losses on the sale of assets), transaction-related costs and selected charges that are unusual and non-recurring; less interest income, income tax benefit and select gains that are unusual or non-recurring.
We define distributable cash flow as adjusted EBITDA plus cash interest income, less cash interest paid, income tax expense and maintenance capital expenditures. Our definitions of these non-GAAP financial measures may differ from the definitions of similar measures used by other companies. Management uses these non- GAAP financial measures in making financial, operating and planning decisions and in evaluating our financial performance. Furthermore, management believes that these non-GAAP financial measures may provide users with additional meaningful comparisons between current results and results of prior periods as they are expected to be reflective of our core ongoing business. These measures have limitations, and investors should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Reconciliations of GAAP to non-GAAP financial measures are attached to this release.
Forward-Looking Statements
This press release contains forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. In particular, statements, express or implied, concerning future actions, conditions or events, future operating results or the ability to generate revenues, income or cash flow or to make distributions are forward-looking statements. The forward-looking statements in this press release include statements regarding Azure and its affiliates, including statements about (1) the benefits of the recent transactions described herein, including Azure's ability to successfully make future acquisitions, to maintain or increase future distributions, and to capitalize on certain commercial and operational synergies, (2) future expectations and projections of results of operations or financial condition (3) the anticipated financial performance of Azure, and (4) our ability to comply with the restrictions contained in the agreements governing our debt. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations of Azure may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond Azure's ability to control or predict. These statements are necessarily based upon various assumptions involving judgments with respect to the future, including, among others, conditions in the capital and credit markets; the ability to achieve synergies and revenue growth; national, international, regional and local economic, competitive and regulatory conditions and developments; technological developments; inflation rates; interest rates; the political and economic stability of oil producing nations; energy markets; commodity prices; weather conditions; environmental conditions; business and regulatory or legal decisions; the timing and success of business development efforts; terrorism; and other uncertainties. In addition, an extensive list of specific material risks and uncertainties affecting Azure is contained in its 2014 Annual Report on Form 10-K, as amended, and in our other public filings and press releases. There is no assurance that any of the actions, events or results of the forward-looking statements will occur, or if any of them do, what impact they will have on Azure's results of operations or financial condition. Because of these uncertainties, you are cautioned not to put undue reliance on any forward-looking statement.
SOURCE Azure Midstream Partners, LP
DALLAS, April 26, 2016 /PRNewswire/ -- Azure Midstream Partners, LP (NYSE: AZUR) will report financial results for first quarter 2016, before the U.S. markets open for trading on Monday, May 9, 2016. Following the announcement, management will host a conference call for investors and analysts at 11:00 a.m. Eastern Time (10:00 a.m. Central Time) to discuss the operating and financial results. Investors may participate either by phone or live audio webcast.
By Phone: |
Dial 1-877-815-2357 in the United States or 1-330-968-0354 for international callers. The conference ID is 1385069. Participants are advised to dial in to the call at least 10 minutes prior to the call time. A replay will be available for 7 days by dialing 1-855-859-2056 or 1-404-537-3406 and using the conference ID 1385069. |
By Webcast: |
Connect to the webcast via the "Events & Presentations" page of Azure's Investor Relations website at http://investor.azuremidstreampartners.com/phoenix.zhtml?c=253822&p=irol-calendar. Please log in at least 10 minutes in advance to register and download any necessary software. A replay will be available shortly after the call for 90 days. |
About Azure Midstream Partners, LP
Azure Midstream Partners, LP, headquartered in Dallas, Texas, is a fee-based, growth oriented limited partnership formed to develop, operate, and acquire midstream energy assets. The Partnership provides natural gas gathering, transportation, and processing services; as well as NGL transportation and crude oil logistics services. The Partnership's assets include 1,002 miles of gathering lines in the Shelby Trough sub-play of the Haynesville Shale and the horizontal Cotton Valley play located in east Texas and north Louisiana that are capable of gathering 1.9 Bcf/d. The Partnership also has four natural gas processing facilities with 305 MMcf/d of cumulative processing capacity located in the Panola, San Augustine and Tyler Counties of Texas, two NGL transportation pipelines that connect its Panola County and Tyler County processing facilities to third party NGL pipelines capable of transporting 20,000 barrels per day, and three crude oil transloading facilities containing six crude oil transloaders with a combined capacity of 31,200 Bbls/d.
Additional information about Azure Midstream Partners, LP can be found at www.azuremidstreampartners.com
SOURCE Azure Midstream Partners, LP
DALLAS, April 1, 2016 /PRNewswire/ -- Azure Midstream Partners, LP (NYSE: AZUR) ("Azure"), a leading midstream natural gas gathering and processing company based in Dallas, Texas, announced today it has filed its annual report on Form 10-K for the year ended December 31, 2015, with the Securities and Exchange Commission, which contained a going concern qualification from its independent registered public accounting firm.
A copy of the Annual Report on Form 10-K is available to be viewed or downloaded within the Investors section of the Company's website at http://www.azuremidstreampartners.com. A hard copy of its complete audited financial statements can be obtained free of charge by contacting Azure Midstream Partners investor relations contact.
This announcement is made pursuant to NYSE MKT Company Guide, Section 610(b), which requires separate disclosure of receipt of an audit opinion containing a going concern qualification. This announcement does not represent any change or amendment to the Company's consolidated financial statements or to its Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
About Azure Midstream Partners, LP
Azure Midstream Partners, LP, headquartered in Dallas, Texas, is a fee-based, growth oriented limited partnership formed to develop, operate, and acquire midstream energy assets. The Partnership provides natural gas gathering, transportation, and processing services; as well as NGL transportation and crude oil logistics services. The Partnership's assets include 1,002 miles of gathering lines in the Shelby Trough sub-play of the Haynesville Shale and the horizontal Cotton Valley play located in east Texas and north Louisiana that are capable of gathering 1.9 Bcf/d. The Partnership also has four natural gas processing facilities with 305 MMcf/d of cumulative processing capacity located in the Panola, San Augustine and Tyler Counties of Texas, two NGL transportation pipelines that connect its Panola County and Tyler County processing facilities to third party NGL pipelines capable of transporting 20,000 barrels per day, and three crude oil transloading facilities containing six crude oil transloaders with a combined capacity of 31,200 Bbls/d.
Additional information about Azure Midstream Partners, LP can be found at www.azuremidstreampartners.com
SOURCE Azure Midstream Partners, LP
DALLAS, March 30, 2016 /PRNewswire/ -- Azure Midstream Partners, LP (NYSE: AZUR) ("Azure" or the "Partnership"), announced financial and operating results for the three months ended December 31, 2015. Adjusted EBITDA for the fourth quarter 2015 was $11.0 million and distributable cash flow was $8.3 million, or $0.38 per limited partner unit. The Partnership recognized a net loss of ($1.8) million for the quarter. Adjusted EBITDA and distributable cash flow are explained in greater detail under "Non-GAAP Financial Measures," and reconciliations of these measures to their most directly comparable GAAP measures are included in the tables at the end of this release.
"We continue to work our way through the financial challenges presented by this unprecedented extreme swing in the commodity pricing pendulum while executing consistently on all other aspects of our business," said I.J. "Chip" Berthelot, President and Chief Executive Officer. "Our relentless focus is on doing everything possible to enhance corporate value for our unitholders."
Fourth Quarter 2015 Segment Results
The Partnership had strong fourth quarter results. Adjusted EBITDA increased 4.7% over the third quarter, and distributable cash flow increased 4.4% over the third quarter.
Gathering & Processing Segment: Gross margin for the gathering and processing segment for the fourth quarter 2015 was $10.5 million. Gathered gas volumes were 249 MMcf/d and gas processed volumes were 114 MMcf/d for the fourth quarter 2015.
Logistics Segment: Gross margin for the logistics segment for the fourth quarter 2015 was $4.2 million. The logistics segment provided 22,350 BBls/d in transloading services for fourth quarter 2015.
The Partnership's fourth quarter 2015 recurring operating expenses were $4.9 million, recurring general and administrative expenses were $2.4 million, depreciation and amortization expenses were $6.0 million, and interest expense was $2.7 million.
Bank Waiver
The precipitous decline in oil and natural gas prices during 2015 and into 2016 has had a significant adverse impact on our business, and has impacted the Partnership's ability to comply with financial covenants and ratios in its credit agreement. Pursuant to an amendment to the credit agreement entered into on March 29, 2016 (the "Third Amendment"), we have received an agreement from our lenders that the default resulting from non-compliance with our covenants and ratios has been waived for the 2015 consolidated financial statements. Additionally, the Third Amendment includes waivers for certain other events of default through June 30, 2016. Notwithstanding the effects of these waivers, it is unlikely that we can comply with the leverage covenant currently contained in the credit agreement during the next twelve months.
Our credit agreement requires us to deliver audited financial statements with an unqualified opinion free of any going concern language. Based upon our current estimates and expectations for commodity prices in 2016, we do not expect to remain in compliance with all of the restrictive covenants contained in the credit agreement throughout 2016 unless those requirements are waived or amended. Absent future waivers or amendments, failure to meet these covenants and ratios would result in a default and, to the extent the applicable lenders so elect, an acceleration of the existing indebtedness, causing such debt of approximately $231.7 million to be immediately due and payable. The Partnership does not currently have adequate liquidity to repay all of its outstanding debt in full if such debt were accelerated. As a result of this potential default and acceleration, the Partnership's independent registered public accounting firm has informed us that its report on the Partnership's consolidated financial statements to be included in the Partnership's annual report on Form 10-K will include an explanatory paragraph to the effect that these conditions raise substantial doubt about the Partnership's ability to continue as a going concern for a reasonable period of time.
The partnership currently has $14.4M of cash on hand and intends to keep minimum liquidity of $9.0M through June 30, 2016. We expect ongoing sources of liquidity to include cash generated from operations, and we believe that cash generated from these sources will be sufficient to sustain operations.
Associated Energy Services, LP ("AES") Contract Termination
During the first quarter of 2016, AES was delinquent in paying amounts invoiced under its gathering and processing contracts, as well as its logistics contracts with subsidiaries of the Partnership. The contracts have provisions requiring AES to make payments based on minimum volume commitments. AES caused its bank to issue a $15.0 million letter of credit to the administrative agent under our credit facility to secure the amount of its obligations under its logistics contracts. As a result of such delinquency, the Partnership's general partner has approved a settlement agreement with AES and its parent, NuDevco Midstream Development, LLC (NuDevco) to resolve these issues under the gathering and processing agreements and the logistics contracts. Principal terms of the settlement include a) AES cooperation in the administrative agent's drawing down the full $15.0 million amount of the letter of credit, allowing proceeds from the draw to be applied to pay down Partnership debt, b) the gathering and processing agreement and the logistics contracts are terminated effective as of January 1, 2016, c) NuDevco surrenders to the Partnership the 8,724,545 subordinated units, 1,939,265 common units and 10 IDR units held by NuDevco or its subsidiary, d) the parties release each other from other claims in respect of the terminated contracts, and e) AES will assign all of its rights and interests in third party contracts to Azure. The settlement agreement is subject to final approval by the lenders of the credit agreement.
Suspension of Distributions
On February 1, 2016, the Partnership announced a suspension of the distribution for the quarterly period ended December 31, 2015. The Partnership's board of directors and management believe the suspension to be in the best long-term interest of all stakeholders. The board of directors will continue to evaluate the Partnership's ability to reinstate the distribution, although reinstatement of distributions is not expected in the near term absent substantial improvement in our operating performance and compliance with the terms of our credit agreement.
Financial Presentation
On February 27, 2015, Azure Midstream Energy, LLC ("Azure Energy") completed certain transactions (the "Transactions") with Marlin Midstream GP, LLC and the Partnership. Azure Energy contributed its Legacy gathering system assets (the "Legacy System") to the Partnership in exchange for $162.5 million in consideration.
For accounting purposes, the Legacy System is the acquirer in the business combination because its General Partner obtained control of the Partnership. As a result, December 31, 2015 results determined in accordance with generally accepted accounting principles ("GAAP") included herein are not comparable to prior periods.
As a result of the accounting guidance for the reverse merger, the Partnership was required to record the assets acquired and liabilities assumed in the business combination at their fair values measured as of the Transaction Date.
On August 6, 2015, Azure Energy contributed the ETG System to the Partnership. This transaction was determined to be a transaction between entities under common control for financial reporting purposes. The contribution agreement provides that the Partnership's acquisition of the ETG System was effective on July 1, 2015. Accordingly, we reported a recast of the consolidated financial statements and footnotes of the Partnership to include the financial results of the ETG System for the three and six months ended June 30, 2015 and 2014. The Form 8-K/A was filed with the SEC on October 5, 2015.
Fourth Quarter 2015 Conference Call and Webcast
Azure will host a conference call to discuss fourth quarter 2015 results at 10:00 am CT (11:00 am ET) on Wednesday, March 30, 2016.
Interested parties can listen to a live webcast of the call from the Events & Presentations page of the Azure Investor Relations website at http://investor.azuremidstreampartners.com/phoenix.zhtml?c=253822&p=irol-calendar. An archived replay of the webcast will be available for 12 months following the live presentation.
The call can be accessed live over the telephone by dialing 1-877-815-2357, 1-330-968-0354 for international callers. The conference ID for the call is 36349369. A telephonic replay of the call will be available for 7 days and can be accessed by dialing 1-855-859-2056 or 1-404-537-3406 for international callers, with conference ID number 36349369.
AZURE MIDSTREAM PARTNERS, LP | ||||
SELECTED BALANCE SHEET DATA | ||||
(Unaudited) | ||||
(In Thousands, except unit amounts) | ||||
December 31, | ||||
2015 | ||||
Selected Balance Sheet Data: |
||||
Cash and cash equivalents |
$ |
7,511 | ||
Total assets |
567,225 | |||
Long-term debt |
231,735 | |||
Total partners' capital |
$ 316,447 | |||
Azure Limited Partners' Capital: |
||||
Limited partner units outstanding December 31, 2015 |
21,769,199 | |||
AZURE MIDSTREAM PARTNERS, LP | ||
SELECTED STATEMENT OF OPERATIONS DATA | ||
(Unaudited) | ||
(In Thousands) | ||
Quarter Ended | ||
December 31, 2015 | ||
Total operating revenues |
$ |
18,144 |
Operating expenses |
||
Cost of natural gas and NGLs |
3,481 | |
Operation and maintenance |
5,309 | |
General and administrative |
3,374 | |
Depreciation and amortization expense |
5,965 | |
Total operating expenses |
18,129 | |
Operating income |
15 | |
Other income |
(759) | |
Interest expense |
2,662 | |
Net loss before tax |
(1,888) | |
Income tax expense |
(82) | |
Net loss |
$ |
(1,806) |
The following table presents a reconciliation of the non-GAAP financial measure Adjusted EBITDA to the GAAP financial measure of net income (loss).
AZURE MIDSTREAM PARTNERS, LP | ||
NON-GAAP FINANCIAL MEASURES | ||
(Unaudited) | ||
(In Thousands) | ||
Quarter Ended | ||
December 31, 2015 | ||
Net loss |
$ (1,806) | |
Add (deduct) |
||
Interest expense |
2,662 | |
Income tax expense |
(82) | |
Depreciation and amortization expense |
5,965 | |
(Gain) loss on asset disposal |
(237) | |
Non-cash equity based compensation |
500 | |
Deferred revenue (1) |
3,231 | |
Other adjustments (2) |
760 | |
Adjusted EBITDA |
$ 10,993 | |
(1) |
Adjustments relate to the deferred revenue associated with our minimum revenue commitment ("MRC") agreement and several minimum volume commitment ("MVC") agreements. We include a proportional amount of the expected MRC/MVC cash receipts in each quarter in respect of the annual period for which we actually receive the payment to ensure our Adjusted EBITDA reflects the amount of cash we are entitled to receive on an annual basis under these MRC/MVC agreements. Also included in this amount is a revenue adjustment of $1.2 million that relates to periods prior to the fourth quarter of 2015 that had not previously been added back to Adjusted EBITDA. |
(2) |
Other adjustments primarily consists of non-recurring and non-cash items, including non-recurring expenses associated with the Transactions and a transition services agreement between Partnership and Azure Energy. |
The following table presents a reconciliation of net income (loss) to Adjusted EBITDA and DCF for fourth quarter 2015.
AZURE MIDSTREAM PARTNERS, LP | ||
NON-GAAP FINANCIAL MEASURES | ||
(Unaudited) | ||
(In Thousands) |
Quarter Ended | |
December 31, 2015 | ||
Net loss |
$ |
(1,806) |
Add (deduct): |
||
Interest expense |
2,662 | |
Income tax expense |
(82) | |
Depreciation and amortization expense |
5,965 | |
(Gain) loss on asset disposal |
(237) | |
Non-cash equity based compensation |
500 | |
Deferred revenue (1) |
3,231 | |
Other adjustments (2) |
760 | |
Adjusted EBITDA |
$ |
10,993 |
Deduct: |
||
Cash interest expense |
(2,045) | |
Cash taxes |
(6) | |
Maintenance capital expenditures |
(673) | |
Distributable cash flow |
$ |
8,269 |
DCF per limited partner unit |
$ |
0.38 |
Distributions to limited partners (3) |
$ |
- |
Distributions per limited partner unit |
$ |
- |
Distribution coverage ratio |
1.03x | |
(1) |
Adjustments relate to the deferred revenue associated with our minimum revenue commitment ("MRC") agreement and several minimum volume commitment ("MVC") agreements. We include a proportional amount of the expected MRC/MVC cash receipts in each quarter in respect of the annual period for which we actually receive the payment to ensure our Adjusted EBITDA reflects the amount of cash we are entitled to receive on an annual basis under these MRC/MVC agreements. Also included in this amount is a revenue adjustment of $1.2 million that relates to periods prior to the fourth quarter of 2015 that had not previously been added back to Adjusted EBITDA. |
(2) |
Other adjustments primarily consists of non-recurring and non-cash items, including non-recurring expenses associated with the Transactions and a transition services agreement between Partnership and Azure Energy. |
(3) |
On February 1, 2016, the Partnership announced a suspension of the distribution for the quarterly period ended December 31, 2015. |
AZURE MIDSTREAM PARTNERS, LP | |||||||
SELECTED OPERATING DATA | |||||||
(Unaudited) | |||||||
Quarter Ended |
Quarter Ended | ||||||
December 31, 2015 |
December 31, 2014 | ||||||
Average throughput volumes of natural gas (MMcf/d) |
249 |
240 | |||||
Average volume of processed gas (MMcf/d) |
114 |
n/a | |||||
Transloading facilities (BBls/d) |
22,350 |
n/a | |||||
The Partnership has provided Adjusted EBITDA for each quarter of 2015, and reconciled Adjusted EBITDA to net loss determined in accordance with GAAP as previously reported in each press release. The Partnership has provided below a quarterly and annual view of Pro Forma Adjusted EBITDA, Pro Forma Distributable Cash Flow ("DCF") and Pro Forma net loss for 2015, which consists of the results of the Marlin historical business for the full year of 2015, the results of the Legacy System for the period subsequent to the Transactions, and the results of the ETG System subsequent to the Contribution, including the impacts of the business combination that were realized by the combined company. We view Pro Forma Adjusted EBITDA and Pro Forma DCF as the key financial metrics used to evaluate the performance of the combined company during the period.
AZURE MIDSTREAM PARTNERS, LP | |||||
PRO FORMA NON-GAAP FINANCIAL MEASURES | |||||
(Unaudited) | |||||
(In Thousands) | |||||
Quarter ended |
|||||
March |
June |
September |
December |
Pro Forma | |
Net loss |
(7,625) |
1,702 |
(216,434) |
(1,806) |
(224,163) |
Add (deduct): |
|||||
Interest expense |
828 |
1,980 |
1,973 |
2,662 |
7,443 |
Income tax expense |
81 |
646 |
269 |
(82) |
914 |
Depreciation and amortization expense |
3,234 |
5,233 |
5,914 |
5,965 |
20,346 |
Asset impairment |
- |
- |
215,758 |
- |
215,758 |
(Gain) loss on asset disposal |
- |
- |
- |
(237) |
(237) |
Non-cash equity based compensation |
5,005 |
- |
432 |
500 |
5,937 |
Deferred revenue |
- |
- |
852 |
3,231 |
4,083 |
Other adjustments |
7,105 |
1,864 |
1,734 |
760 |
11,463 |
Adjusted EBITDA |
8,628 |
11,425 |
10,498 |
10,993 |
41,544 |
Deduct: |
|||||
Cash interest expense |
(738) |
(1,708) |
(1,667) |
(2,045) |
(6,158) |
Cash taxes |
(81) |
(225) |
- |
(6) |
(312) |
Maintenance capital expenditures |
(609) |
(292) |
(909) |
(673) |
(2,483) |
Distributable cash flow |
7,200 |
9,200 |
7,922 |
8,269 |
32,591 |
About Azure Midstream Partners, LP
Azure Midstream Partners, LP, headquartered in Dallas, Texas, is a fee-based, growth oriented limited partnership formed to develop, operate, and acquire midstream energy assets. The Partnership provides natural gas gathering, transportation, and processing services; as well as NGL transportation and crude oil logistics services. The Partnership's assets include 1,002 miles of gathering lines in the Shelby Trough sub-play of the Haynesville Shale and the horizontal Cotton Valley play located in east Texas and north Louisiana that are capable of gathering 1.9 Bcf/d. The Partnership also has four natural gas processing facilities with 305 MMcf/d of cumulative processing capacity located in the Panola, San Augustine and Tyler Counties of Texas, two NGL transportation pipelines that connect its Panola County and Tyler County processing facilities to third party NGL pipelines capable of transporting 20,000 barrels per day, and three crude oil transloading facilities containing six crude oil transloaders with a combined capacity of 31,200 Bbls/d.
Additional information about Azure Midstream Partners, LP can be found at www.azuremidstreampartners.com.
About Azure Midstream Energy, LLC
Azure Energy is a midstream company with a focus on owning, operating, developing and acquiring midstream energy infrastructure in core producing areas in the United States. Azure Energy owns 100% of Azure Midstream Partners GP, LLC, the Partnership's general partner, and 90% of the incentive distribution rights in the Partnership. In addition to its ownership of the Partnership, Azure Energy provides natural gas gathering, compression, treating and processing services in north Louisiana and east Texas in the prolific Haynesville and Bossier Shale formations.
Use of Non-GAAP Financial Measures
We report financial results in accordance with GAAP. We also present adjusted EBITDA and distributable cash flow each of which are non-GAAP financial measures. We define gross margin as total revenues less cost of natural gas and NGLs. We define Adjusted EBITDA as net income (loss), plus interest expense, income tax expense, depreciation and amortization expense, certain non-cash charges (such as non-cash equity based compensation, impairments, gains and losses on the sale of assets), transaction-related costs and selected charges that are unusual and non-recurring; less interest income, income tax benefit and select gains that are unusual or non-recurring.
We define distributable cash flow as adjusted EBITDA plus cash interest income, less cash interest paid, income tax expense and maintenance capital expenditures. Our definitions of these non-GAAP financial measures may differ from the definitions of similar measures used by other companies. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating our financial performance. Furthermore, management believes that these non-GAAP financial measures may provide users with additional meaningful comparisons between current results and results of prior periods as they are expected to be reflective of our core ongoing business. These measures have limitations, and investors should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Reconciliations of GAAP to non-GAAP financial measures are attached to this release.
Forward-Looking Statements
This press release contains forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. In particular, statements, express or implied, concerning future actions, conditions or events, future operating results or the ability to generate revenues, income or cash flow or to make distributions are forward-looking statements. The forward-looking statements in this press release include statements regarding Azure and its affiliates, including statements about (1) the benefits of the recent transactions described herein, including Azure's ability to successfully make future acquisitions, to maintain or increase future distributions, and to capitalize on certain commercial and operational synergies, (2) future expectations and projections of results of operations or financial condition (3) the anticipated financial performance of Azure, and (4) our ability to comply with the restrictions contained in the agreements governing our debt. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations of Azure may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond Azure's ability to control or predict. These statements are necessarily based upon various assumptions involving judgments with respect to the future, including, among others, conditions in the capital and credit markets; the ability to achieve synergies and revenue growth; national, international, regional and local economic, competitive and regulatory conditions and developments; technological developments; inflation rates; interest rates; the political and economic stability of oil producing nations; energy markets; commodity prices; weather conditions; environmental conditions; business and regulatory or legal decisions; the timing and success of business development efforts; terrorism; and other uncertainties. In addition, an extensive list of specific material risks and uncertainties affecting Azure is contained in its 2014 Annual Report on Form 10-K, as amended, and in our other public filings and press releases. There is no assurance that any of the actions, events or results of the forward-looking statements will occur, or if any of them do, what impact they will have on Azure's results of operations or financial condition. Because of these uncertainties, you are cautioned not to put undue reliance on any forward-looking statement.
SOURCE Azure Midstream Partners, LP
DALLAS, March 17, 2016 /PRNewswire/ -- Azure Midstream Partners, LP (NYSE: AZUR) will report financial results for fourth quarter 2015, before the U.S. markets open for trading on Wednesday, March 30, 2016. Following the announcement, management will host a conference call for investors and analysts at 11:00 a.m. Eastern Time (10:00 a.m. Central Time) to discuss the operating and financial results. Investors may participate either by phone or live audio webcast.
By Phone: |
Dial 1-877-815-2357 in the United States or 1-330-968-0354 for international callers. The conference ID is 36349369. Participants are advised to dial in to the call at least 10 minutes prior to the call time. A replay will be available for 7 days by dialing 1-855-859-2056 or 1-404-537-3406 and using the conference ID 36349369. |
By Webcast: |
Connect to the webcast via the "Events & Presentations" page of Azure's Investor Relations website at: http://investor.azuremidstreampartners.com/phoenix.zhtml?c=253822&p=irol-calendar. Please log in at least 10 minutes in advance to register and download any necessary software. A replay will be available shortly after the call for 90 days. |
About Azure Midstream Partners, LP
Azure Midstream Partners, LP, headquartered in Dallas, Texas, is a fee-based, growth oriented limited partnership formed to develop, operate, and acquire midstream energy assets. The Partnership provides natural gas gathering, transportation, and processing services; as well as NGL transportation and crude oil logistics services. The Partnership's assets include 1,002 miles of gathering lines in the Shelby Trough sub-play of the Haynesville Shale and the horizontal Cotton Valley play located in east Texas and north Louisiana that are capable of gathering 1.9 Bcf/d. The Partnership also has four natural gas processing facilities with 305 MMcf/d of cumulative processing capacity located in the Panola, San Augustine and Tyler Counties of Texas, two NGL transportation pipelines that connect its Panola County and Tyler County processing facilities to third party NGL pipelines capable of transporting 21,000 barrels per day, and three crude oil transloading facilities containing six crude oil transloaders with a combined capacity of 31,200 Bbls/d. www.azuremidstreampartners.com
SOURCE Azure Midstream Partners, LP
DALLAS, Feb. 1, 2016 /PRNewswire/ -- Azure Midstream Partners, LP (NYSE: AZUR) ("Azure"), a leading midstream natural gas gathering and processing company based in Dallas, Texas, today announced that its Q4 2015 distribution has been temporarily suspended as it considers various alternatives for re-instating distributions.
Azure is pursuing a number of options to strengthen its balance sheet including a potential equity restructuring, capital raise and strategic alternatives that will provide excess liquidity with the intent to give visibility into stabilizing future distributions.
"We view this suspension as a means to reduce leverage while we work to implement a 'one and done' solution that is designed to withstand the possibility of a multi-year challenging energy environment," said I.J. "Chip" Berthelot II, Azure president and CEO. "In spite of the distribution suspension, we are expecting Q4 2015 to be one of its strongest quarters in the history of the partnership."
Azure will report financial results for fourth quarter 2015, before the U.S. markets open for trading on Thursday, March 10, 2016. Following the announcement, management will host a conference call for investors and analysts at 11:00 a.m. Eastern Time (10:00 a.m. Central Time) to discuss the operating and financial results. Investors may participate either by phone or live audio webcast.
By Phone: |
Dial 1-877-815-2357 in the United States or 1-330-968-0354 for international callers. The conference ID is 36349369. Participants are advised to dial in to the call at least 10 minutes prior to the call time. A replay will be available for 7 days by dialing 1-855-859-2056 or 1-404-537-3406 and using the conference ID 36349369. |
By Webcast: |
Connect to the webcast via the "Events & Presentations" page of Azure's Investor Relations website http://investor.azuremidstreampartners.com/phoenix.zhtml?c=253822&p=irol-calendar. Please log in at least 10 minutes in advance to register and download any necessary software. A replay will be available shortly after the call for 90 days. |
About Azure Midstream Partners, LP
Azure Midstream Partners, LP, headquartered in Dallas, Texas, is a fee-based, growth oriented limited partnership formed to develop, operate, and acquire midstream energy assets. The Partnership provides natural gas gathering, transportation, and processing services; as well as NGL transportation and crude oil logistics services. The Partnership's assets include 1,002 miles of gathering lines in the Shelby Trough sub-play of the Haynesville Shale and the horizontal Cotton Valley play located in east Texas and north Louisiana that are capable of gathering 1.9 Bcf/d. The Partnership also has four natural gas processing facilities with 310 MMcf/d of cumulative processing capacity located in the Panola, San Augustine and Tyler Counties of Texas, two NGL transportation pipelines that connect its Panola County and Tyler County processing facilities to third party NGL pipelines capable of transporting 21,000 barrels per day, and three crude oil transloading facilities containing six crude oil transloaders with a combined capacity of 31,200 Bbls/d. www.azuremidstreampartners.com
SOURCE Azure Midstream Partners, LP
DALLAS, Jan. 4, 2016 /PRNewswire/ -- Azure Midstream Partners, LP (NYSE: AZUR), a leading midstream natural gas gathering and processing company based in Dallas, Texas, today announced it has completed two new deals with producers totaling 32,000 MCFD.
The first is a four-year, fee-based deal with a well-established independent producer in East Texas who is working to grow their acreage position to build on the 15,200 acres they already operate in Panola County, TX. This producer currently has one rig active in the county drilling two horizontal Haynesville wells. Based upon the initial production results of these two wells and forward commodity prices, the producer has plans to drill additional wells in 2016. Minimal capital cost was required to facilitate delivery into the Azure gathering system.
The second is a five-year fee-based deal in the Waskom, TX area with a producer that has a well producing 9.2 MCFD. This producer is currently evaluating drilling offsets and has been working to acquire additional acreage in the area. This well is one of the first horizontal Cotton Valley wells in the Harrison County area.
"We are delighted with these additions to the Azure system," said I.J. "Chip" Berthelot II, President of Azure Midstream. "They are consistent with our stated strategy to build this business by painstakingly wringing every efficiency out of our operations while relentlessly working to increase our throughput and ancillary services for customers. Our outstanding professional team continues to work effectively to position Azure for optimal growth within this extremely challenging environment."
"We are excited to begin what should be mutually-beneficial relationships with two well-respected producers," said David Garrett, Azure's Commercial Vice President. "They demonstrate that commercial opportunities are available for those who are persistent."
About Azure Midstream Partners, LP
Azure Midstream Partners, LP, headquartered in Dallas, Texas, is a fee-based, growth oriented limited partnership formed to develop, operate, and acquire midstream energy assets. The Partnership provides natural gas gathering, transportation, and processing services; as well as NGL transportation and crude oil logistics services. The Partnership's assets include 1,002 miles of gathering lines in the Shelby Trough sub-play of the Haynesville Shale and the horizontal Cotton Valley play located in east Texas and north Louisiana that are capable of gathering 1.9 Bcf/d. The Partnership also has four natural gas processing facilities with 310 MMcf/d of cumulative processing capacity located in the Panola, San Augustine and Tyler Counties of Texas, two NGL transportation pipelines that connect its Panola County and Tyler County processing facilities to third party NGL pipelines capable of transporting 21,000 barrels per day, and three crude oil transloading facilities containing six crude oil transloaders with a combined capacity of 31,200 Bbls/d.
Additional information about Azure Midstream Partners, LP can be found at www.azuremidstreampartners.com.
About Azure Midstream Energy, LLC
Azure Energy is a midstream company with a focus on owning, operating, developing and acquiring midstream energy infrastructure in core producing areas in the United States. Azure Energy owns 100% of Azure Midstream Partners GP, LLC, the Partnership's general partner, and 90% of the incentive distribution rights in the Partnership. In addition to its ownership of the Partnership, Azure Energy provides natural gas gathering, compression, treating and processing services in north Louisiana and east Texas in the prolific Haynesville and Bossier Shale formations. www.azuremidstream.com
SOURCE Azure Midstream Partners, LP
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