Business Context and Reporting Period
This Form 8-K was filed by MPLX LP on May 2, 2016. The report provides supplemental unaudited quarterly pro forma Statements of Income for the year ended December 31, 2015. The filing addresses the merger of MarkWest Energy Partners, L.P. ("MWE") in December 2015 and the March 2016 acquisition of Hardin Street Marine LLC ("HSM") from Marathon Petroleum Corporation ("MPC").
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references Exhibit 99.1, which contains the detailed 2015 unaudited quarterly pro forma Statements of Income. These statements were prepared to reflect the historical operating performance of the combined entity, including HSM, as a transaction between entities under common control.
Material Changes and Adjustments
- Acquisition of HSM: MPLX LP acquired MPC's inland marine business (HSM) in March 2016. Because this was a transfer between entities under common control, assets were recorded at MPC's historical basis rather than fair value.
- Retrospective Adjustment: Beginning with the Form 10-Q for the period ended March 31, 2016, MPLX LP retrospectively adjusted historical financial results for all periods to include HSM.
- Pro Forma Basis: The pro forma statements combine historical data from MWE and MPLX LP for the quarters ended March 31, June 30, and September 30, 2015, along with the 2015 Form 10-K.
Guidance, Outlook, and Risks
Management states that the pro forma statements are for illustrative purposes only and are based on reasonable assumptions. The filing explicitly notes that these figures do not purport to represent what actual consolidated results would have been if the acquisitions had occurred on January 1, 2015, nor are they indicative of future results. Actual results may differ significantly from the pro forma amounts.
Investor Verification Checklist
- Review Exhibit 99.1 for the specific numerical data in the 2015 Unaudited Quarterly Pro Forma Statements of Income.
- Verify the retrospective adjustments made to historical periods to include HSM in the upcoming Form 10-Q.
- Confirm the treatment of HSM assets as historical basis due to the common control transaction.
- Assess the impact of the MWE merger and HSM acquisition on future consolidated results, noting the disclaimer that pro forma results are not predictive.