|
|
 | | | |
- close
- close
- close
- close
| |||||||||
Cheniere Energy Partners, LP 10-Q 2008 Index to Financial Statements
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2008 OR
For the transition period from to Commission File No. 001-33366 Cheniere Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 20-5913059 (I.R.S. Employer Identification No.) 700 Milam Street, Suite 800 Houston, Texas (Address of principal executive offices) 77002 (Zip Code) (713) 375-5000 (Registrant’s telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x The issuer had 26,416,357 common units and 135,383,831 subordinated units outstanding as of August 1, 2008.
Index to Financial StatementsCHENIERE ENERGY PARTNERS, L.P. INDEX TO FORM 10-Q
i
Index to Financial StatementsItem 1. Consolidated Financial Statements CHENIERE ENERGY PARTNERS, L.P. A DEVELOPMENT STAGE ENTERPRISE (in thousands, except unit data)
See accompanying notes to consolidated combined financial statements.
1
Index to Financial StatementsCHENIERE ENERGY PARTNERS, L.P. A DEVELOPMENT STAGE ENTERPRISE CONSOLIDATED COMBINED STATEMENTS OF OPERATIONS (in thousands, except per unit data) (unaudited)
See accompanying notes to consolidated combined financial statements.
2
Index to Financial StatementsCHENIERE ENERGY PARTNERS, L.P. A DEVELOPMENT STAGE ENTERPRISE CONSOLIDATED COMBINED STATEMENTS OF PARTNERS’ DEFICIT (in thousands) (unaudited)
See accompanying notes to consolidated combined financial statements.
3
Index to Financial StatementsCHENIERE ENERGY PARTNERS, L.P. A DEVELOPMENT STAGE ENTERPRISE CONSOLIDATED COMBINED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)
See accompanying notes to consolidated combined financial statements.
4
Index to Financial StatementsCHENIERE ENERGY PARTNERS, L.P. A DEVELOPMENT STAGE ENTERPRISE NOTES TO CONSOLIDATED COMBINED FINANCIAL STATEMENTS (unaudited) NOTE 1—Nature of Operations Cheniere Energy Partners, L.P. (“Cheniere Partners”) is a publicly-held limited partnership. As of June 30, 2008, Cheniere Energy, Inc. (“Cheniere”) owned 90.6% of the partnership through its wholly-owned subsidiaries, Cheniere Subsidiary Holdings, LLC (“Subsidiary Holdings”), Cheniere Common Units Holding, LLC and Cheniere Energy Partners GP, LLC (the “General Partner”). Cheniere Partners is a Delaware limited partnership formed on November 21, 2006 to own and operate the Sabine Pass liquefied natural gas (“LNG”) receiving and regasification facility in western Cameron Parish, Louisiana on the Sabine Pass Channel (the “Sabine Pass LNG receiving terminal”). Cheniere Partners and Cheniere LNG Holdings, LLC (“Holdings”), as a selling unitholder, completed an initial public offering (the “Cheniere Partners Offering”) of Cheniere Partners’ common units on March 26, 2007. The following entities were included on a combined basis in the accompanying Consolidated Combined Financial Statements for periods prior to the Cheniere Partners Offering because they were entities under common control:
At the closing of the Cheniere Partners Offering on March 26, 2007, the equity interests in Sabine Pass GP and Sabine Pass LP were contributed to Cheniere Investments, thereby resulting in Sabine Pass GP, Sabine Pass LP and Sabine Pass LNG becoming indirect, wholly-owned subsidiaries of Cheniere Partners. From and after the closing of the Cheniere Partners Offering, Cheniere Investments and these subsidiaries are consolidated with Cheniere Partners in the accompanying financial statements. As used in these Notes to Consolidated Combined Financial Statements, the terms “Cheniere Partners”, “we”, “us” and “our” refer to Cheniere Partners and its consolidated subsidiaries effective with the closing of the Cheniere Partners Offering and the foregoing entities on a combined basis (the “Combined Predecessor Entities”) prior to the closing of the Cheniere Partners Offering, unless otherwise stated or indicated by context. With the exception of Sabine Pass GP, we are not subject to either federal or state income tax, as the partners are taxed individually on their proportionate share of our earnings. Sabine Pass GP is a corporation and is subject to both federal and state income tax. However, since Sabine Pass GP’s inception, its activities have been strictly limited to holding a non-income or loss bearing general partner interest in Sabine Pass LNG and, thus, this entity has not realized any taxable net income to date and is not expected to realize any taxable net income in the future.
5
Index to Financial StatementsCHENIERE ENERGY PARTNERS, L.P. A DEVELOPMENT STAGE ENTERPRISE NOTES TO CONSOLIDATED COMBINED FINANCIAL STATEMENTS—(Continued) (unaudited)
The accompanying unaudited Consolidated Combined Financial Statements of Cheniere Partners have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. All significant intercompany transactions and balances have been eliminated. Results of operations for the three and six months ended June 30, 2008 are not necessarily indicative of results for the year ending December 31, 2008. For further information, refer to the financial statements and footnotes included in our annual report on Form 10-K for the year ended December 31, 2007. NOTE 2—Development Stage Operations We were formed on October 20, 2003 (the earliest formation date of the Combined Predecessor Entities). Operations to date have been devoted to pre-construction and construction activities. Our ultimate profitability will depend on, among other factors, the successful completion of construction of the Sabine Pass LNG receiving terminal and commencement of commercial operation. As of June 30, 2008, we had a cumulative net loss of $160.4 million since inception. NOTE 3—Advances to Affiliate-LNG Held for Commissioning and LNG Held for Commissioning In connection with the construction of the Sabine Pass LNG receiving terminal, we require LNG to perform certain commissioning activities, as follows:
LNG purchased directly by Sabine Pass LNG is recorded at historical cost and classified as a non-current asset on our Consolidated Balance Sheets as LNG Held for Commissioning. LNG purchased on Sabine Pass LNG’s behalf by Cheniere Marketing that has been funded by Sabine Pass LNG is recorded at historical cost and classified as a non-current asset on our Consolidated Balance Sheets as Advances to Affiliate—LNG Held for Commissioning (see Note 11—Related Party Transactions); for this LNG, Cheniere Marketing holds title to the LNG at all times, sells all redelivered LNG and remits the net proceeds from such sales back to Sabine Pass LNG. The LNG used in the commissioning process is capitalized net of amounts received from the sale of natural gas.
6
Index to Financial StatementsCHENIERE ENERGY PARTNERS, L.P. A DEVELOPMENT STAGE ENTERPRISE NOTES TO CONSOLIDATED COMBINED FINANCIAL STATEMENTS—(Continued) (unaudited)
As of June 30, 2008, Sabine Pass LNG or Cheniere Marketing on its behalf had acquired a total of three LNG commissioning cargoes for the Sabine Pass LNG receiving terminal and we have unloaded the LNG into the Sabine Pass LNG receiving terminal. As of June 30, 2008, our Advances to Affiliate—LNG Held for Commissioning were $64.5 million and our LNG Held for Commissioning was $1.0 million. NOTE 4—Restricted Cash and Cash Equivalents and U.S. Treasury Securities Restricted cash and cash equivalents and U.S. treasury securities are comprised of cash that has been contractually restricted as to usage or withdrawal, as follows: Sabine Pass LNG Receiving Terminal Construction Reserve In November 2006, Sabine Pass LNG issued an aggregate principal amount of $2,032.0 million of Senior Secured Notes consisting of $550.0 million of 7 1/4% Senior Secured Notes due 2013 (the “2013 Notes”) and $1,482.0 million of 7 1/2% Senior Secured Notes due 2016 (the “2016 Notes” and collectively with the 2013 Notes, the “Sabine Pass LNG notes”) (see Note 8—“Long-term Debt”). Under the terms and conditions of the Sabine Pass LNG notes, we were required to fund a cash reserve account for approximately $887 million to pay construction costs for the Sabine Pass LNG receiving terminal. The cash account is controlled by a collateral trustee, and therefore, is shown as restricted cash and cash equivalents on our Consolidated Balance Sheets. As of June 30, 2008 and December 31, 2007, $42.6 million and $40.2 million related to accrued construction costs were classified as part of current restricted cash and cash equivalents, and $26.8 million and $380.2 million related to remaining construction costs were classified as a non-current asset on our Consolidated Balance Sheets, respectively. Sabine Pass LNG Notes Debt Service Reserve As described above, Sabine Pass LNG consummated a private offering of an aggregate principal amount of $2,032.0 million Sabine Pass LNG notes (see Note 8—“Long-term Debt”). Under the terms and conditions of the Sabine Pass LNG notes, we were required to fund a cash reserve account of $335.0 million related to future interest payments on the Sabine Pass LNG notes through May 2009. The cash account is controlled by a collateral trustee, and therefore, is shown as restricted cash and cash equivalents on our Consolidated Balance Sheets. As of June 30, 2008 and December 31, 2007, $141.3 million and $151.0 million related to the payment of interest due within twelve months had been classified as part of current restricted cash, respectively. As of December 31, 2007, $61.8 million related to the remaining payments of interest through May 2009 had been classified as part of non-current restricted cash. Distribution Reserve At the closing of our initial public offering, we funded a distribution reserve of $98.4 million, which was invested in U.S. treasury securities. The distribution reserve, including interest earned thereon, will be used to pay quarterly distributions of $0.425 per common unit for all common units, as well as related distributions to our general partner, through the distribution made in respect of the quarter ending June 30, 2009. The U.S. treasury securities were acquired at a discount from their maturity values equal to an average of approximately 4.87% per year. As of June 30, 2008 and December 31, 2007, we classified the $42.2 million and $63.9 million balance of U.S. treasury securities as non-current restricted U.S. treasury securities on our Consolidated Balance Sheets, respectively, as these securities had original maturities greater than three months.
7
Index to Financial StatementsCHENIERE ENERGY PARTNERS, L.P. A DEVELOPMENT STAGE ENTERPRISE NOTES TO CONSOLIDATED COMBINED FINANCIAL STATEMENTS—(Continued) (unaudited)
NOTE 5—Property, Plant and Equipment Property, plant and equipment consists of LNG terminal construction-in-process expenditures, LNG site and related costs and fixed assets, as follows (in thousands):
Once the Sabine Pass LNG receiving terminal is constructed, the LNG terminal construction-in-process costs will be depreciated using the straight-line depreciation method. The identifiable components of the Sabine Pass LNG receiving terminal with similar estimated useful lives have a depreciable range between 10 and 50 years. Depreciation will begin once construction is complete. Costs associated with the construction of the Sabine Pass LNG receiving terminal have been capitalized as construction-in-process since the date the project satisfied our criteria for capitalization. For the six months ended June 30, 2008 and 2007, and from date of inception through June 30, 2008, we capitalized $47.6 million, $27.9 million and $141.4 million of interest expense related to the construction of the Sabine Pass LNG receiving terminal, respectively. NOTE 6—Advances Under Long-term Contracts We have entered into certain engineering, procurement and construction contracts and purchase agreements related to the construction of the Sabine Pass LNG receiving terminal that require us to make payments to fund costs that will be incurred or equipment that will be received in the future. Advances made under long-term contracts on purchase commitments are carried at face value and transferred to property, plant and equipment as the costs are incurred or equipment is received. As of June 30, 2008 and December 31, 2007, our Advances Under Long-term Contracts were $10.4 million and $28.5 million, respectively.
8
Index to Financial StatementsCHENIERE ENERGY PARTNERS, L.P. A DEVELOPMENT STAGE ENTERPRISE NOTES TO CONSOLIDATED COMBINED FINANCIAL STATEMENTS—(Continued) (unaudited)
NOTE 7—Accrued Liabilities As of June 30, 2008 and December 31, 2007, accrued liabilities consisted of the following (in thousands):
NOTE 8—Long-term Debt As of June 30, 2008 and December 31, 2007, our long-term debt consisted of the following (in thousands):
Sabine Pass LNG Notes In November 2006, Sabine Pass LNG issued an aggregate principal amount of $2,032.0 million of Sabine Pass LNG notes, consisting of $550.0 million of the 2013 Notes and $1,482.0 million of the 2016 Notes. We placed $335.0 million of the net proceeds in a reserve account to fund scheduled interest payments on the Sabine Pass LNG notes through May 2009. Interest on the Sabine Pass LNG notes is payable semi-annually in arrears on May 30 and November 30 of each year. The Sabine Pass LNG notes are secured on a first-priority basis by a security interest in all of Sabine Pass LNG’s equity interests and substantially all of its operating assets. Under the indenture governing the Sabine Pass LNG notes, except for permitted tax distributions, Sabine Pass LNG may not make distributions until certain conditions are satisfied. The indenture requires that Sabine Pass LNG apply its net operating cash flow (i) first, to fund with monthly deposits its next semiannual payment of approximately $75.5 million of interest on the Sabine Pass LNG notes, and (ii) second, to fund a one-time, permanent debt service reserve fund equal to one semiannual interest payment of approximately $75.5 million on the Sabine Pass LNG notes. Distributions from Sabine Pass LNG will be permitted only after phase 1 target completion of the Sabine Pass LNG receiving terminal, as defined in the indenture governing the Sabine Pass LNG notes, or such earlier date as project revenues are received, upon satisfaction of the foregoing funding requirements, after satisfying a fixed charge coverage ratio test of 2:1 and after satisfying other conditions specified in the indenture. We achieved phase 1 target completion in July 2008. Long-Term Note—Affiliate In March 2007, we entered into a $12.0 million unsecured revolving credit note with Cheniere LNG Financial Services, Inc., a wholly-owned subsidiary of Cheniere, to be paid upon demand but no sooner than
9
Index to Financial StatementsCHENIERE ENERGY PARTNERS, L.P. A DEVELOPMENT STAGE ENTERPRISE NOTES TO CONSOLIDATED COMBINED FINANCIAL STATEMENTS—(Continued) (unaudited)
January 1, 2010, or the date on which we have sufficient available cash. The purpose of this note is to provide funds for the payment of certain public company and other expenses that cannot be funded by the Sabine Pass LNG notes. Borrowings under this note bear interest at a fixed 7.50% rate with unpaid interest compounded semi-annually. The outstanding principal plus interest as of June 30, 2008, was $1.5 million. NOTE 9—Description of Equity Interests The common units and subordinated units represent limited partner interests in us. The holders of the units are entitled to participate in partnership distributions and exercise the rights and privileges available to limited partners under our partnership agreement. In May 2007, Holdings contributed all of its 135,383,831 subordinated units that it received in connection with the initial public offering to Subsidiary Holdings, and in April 2008, Holdings contributed all of its 10,891,357 common units that it received in connection with the initial public offering to Cheniere Common Units Holding, LLC. The common units and general partner units have the right to receive minimum quarterly distributions of $0.425 and $0.069 per unit, respectively, plus any arrearages thereon, before any distribution is made to the holders of the subordinated units. During the subordination period, the subordinated units will not be entitled to receive any distributions until the common units have received $0.425 per unit plus any arrearages from prior quarters. Subordinated units will convert into common units on a one-for-one basis when the subordination period ends. The subordination period will end when we meet financial tests specified in the partnership agreement. The general partner interest is entitled to at least 2% of all distributions made by us. In addition, the general partner holds incentive distribution rights, which allow the general partner to receive a higher percentage of quarterly distributions of available cash from operating surplus after the minimum distributions have been achieved and as additional target levels are met. The higher percentages range from 15% up to 50%. NOTE 10—Financial Instruments On our behalf, Cheniere Marketing has entered into financial derivatives to hedge the exposure to variability in expected future cash flows attributable to the future sale of natural gas from our LNG commissioning cargoes (“LNG commissioning cargo derivatives”). The net cost (LNG commissioning cargo purchase price less natural gas sales proceeds) of our LNG commissioning cargoes is capitalized on our Consolidated Balance Sheets as it is directly related to the LNG receiving terminal construction and is incurred to place the LNG receiving terminal in usable condition. However, changes in the fair value of our LNG commissioning cargo derivatives are reported in earnings because they are not able to be designated in a qualifying hedging relationship in accordance with FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. Effective January 1, 2008, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements (SFAS 157) and SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115 (FAS 159). As a result of the adoption, we elected not to measure any additional financial assets or liabilities at fair value, other than those which were recorded at fair value prior to the adoption.
10
Index to Financial StatementsCHENIERE ENERGY PARTNERS, L.P. A DEVELOPMENT STAGE ENTERPRISE NOTES TO CONSOLIDATED COMBINED FINANCIAL STATEMENTS—(Continued) (unaudited)
The estimated fair value of financial instruments is the amount at which the instrument could be exchanged currently between willing parties. The financial liabilities at June 30, 2008 measured at fair value on a recurring basis are summarized below (in thousands):
Derivatives payables reflect positions held by Sabine Pass LNG related to natural gas swaps entered into to mitigate the price risk from sales of excess LNG purchased for commissioning and performance testing. SFAS No. 107, Disclosures About Fair Value of Financial Instruments (SFAS 107) requires the disclosure of the estimated fair value of financial instruments, including those financial instruments for which the SFAS 159 fair value option was not elected. The carrying amounts reported on the Consolidated Balance Sheets for Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Accounts Receivable, Interest Receivable, and Accounts Payable approximate fair value due to their short-term nature. The carrying amounts and fair values of financial instruments for which SFAS 159 was not elected are as follows: Financial Instruments (in thousands):
NOTE 11—Related Party Transactions As of June 30, 2008 and December 31, 2007, we had $33.5 million and $1.7 million, respectively, of Advances to Affiliates. As of June 30, 2008, we had $64.5 million of Advances to Affiliate—LNG Held for Commissioning on our Consolidated Balance Sheets. Under the LNG lease agreement described below, we had $64.5 million recorded as Advance to Affiliates—LNG Held for Commissioning on our Consolidated Balance Sheets related to the purchase by Cheniere Marketing of commissioning cargoes, and had $30.7 million recorded as current Advances to Affiliate on our Consolidated Balance Sheets related to the establishment of broker margins by Cheniere Marketing for financial hedging of these commissioning cargoes as of June 30, 2008.
11
Index to Financial StatementsCHENIERE ENERGY PARTNERS, L.P. A DEVELOPMENT STAGE ENTERPRISE NOTES TO CONSOLIDATED COMBINED FINANCIAL STATEMENTS—(Continued) (unaudited)
Under the service agreements described below, we paid $1.3 million during each of the three-month periods ended June 30, 2008 and 2007. For each of the six-month periods ended June 30, 2008 and 2007, we paid $2.6 million. For the period from October 20, 2003 (date of inception) to June 30, 2008, we paid $17.0 million. LNG Lease Agreement In June 2008, Sabine Pass LNG entered into an agreement in the form of a lease with Cheniere Marketing that enabled Sabine Pass LNG to hedge the exposure to variability in expected future cash flows of Sabine Pass LNG’s commissioning cargoes. The agreement permits Cheniere Marketing to deliver LNG to the Sabine Pass LNG receiving terminal and to receive regasified LNG for redelivery as natural gas in exchange for the use of the properties of the LNG to cool the Sabine Pass LNG receiving terminal down. Under the terms of the agreement, Sabine Pass LNG pays Cheniere Marketing a fixed fee based on the delivered quantity of LNG in each LNG cargo. Sabine Pass LNG assumes full price risk of the purchase and sale of the LNG and also finances all activities relating to the LNG. Cheniere Marketing holds title to the LNG at all times and sells all redelivered LNG and remits the net proceeds from such sales back to Sabine Pass LNG. LNG purchased on Sabine Pass LNG’s behalf by Cheniere Marketing that has been funded by Sabine Pass LNG is recorded at historical cost and classified as a non-current asset on our Consolidated Balance Sheets as Advances to Affiliate—LNG Held for Commissioning. LNG that is lost, used as fuel or sold results in the reduction of Advances to Affiliate—LNG Held for Commissioning on our Consolidated Balance Sheets at historical cost. During the second quarter of 2008, Sabine Pass LNG advanced Cheniere Marketing funds to purchase LNG. At June 30, 2008, we had $64.5 million recorded as Advances to Affiliate—LNG Held for Commissioning on our Consolidated Balance Sheets related to the purchase of commissioning cargoes, and $30.7 million recorded as current Advances to Affiliate on our Consolidated Balance Sheets related to the establishment of broker margins by Cheniere Marketing for financial hedging of the leased LNG. In addition, during the second quarter of 2008, Sabine Pass LNG incurred fixed fees from Cheniere Marketing of $0.6 million that we capitalized as Property, Plant and Equipment on our Consolidated Balance Sheets. Service Agreements Operation and Maintenance Agreement In February 2005, Sabine Pass LNG entered into an Operation and Maintenance Agreement (“O&M Agreement”) with Cheniere LNG O&M Services, LLC (“O&M Services”), an indirect wholly-owned subsidiary of Cheniere. Pursuant to the O&M Agreement, O&M Services has agreed to provide all necessary services required to construct, operate and maintain the Sabine Pass LNG receiving terminal. The O&M Agreement will remain in effect until 20 years after substantial completion of the facility. Prior to substantial completion of the facility, Sabine Pass LNG is required to pay a fixed monthly fee of $95,000 (indexed for inflation beginning in 2010). The fixed monthly fee will increase to $130,000 (indexed for inflation beginning in 2010) upon substantial completion of the facility, and O&M Services may thereafter be entitled to a bonus equal to 50% of the salary component of labor costs in certain circumstances to be agreed upon between Sabine Pass LNG and O&M Services at the beginning of each operating year. In addition, Sabine Pass LNG is required to reimburse O&M Services for expenditures incurred by O&M Services on behalf of Sabine Pass LNG for operating expenses, which are comprised primarily of labor expenses. Upon the closing of the Cheniere Partners Offering, O&M Services assigned the O&M Agreement to our general partner, and O&M Services and our general partner entered into a services and secondment agreement
12
Index to Financial StatementsCHENIERE ENERGY PARTNERS, L.P. A DEVELOPMENT STAGE ENTERPRISE NOTES TO CONSOLIDATED COMBINED FINANCIAL STATEMENTS—(Continued) (unaudited)
pursuant to which certain employees of O&M Services have been seconded to our general partner to provide operating and routine maintenance services with respect to the Sabine Pass LNG receiving terminal under the direction, supervision and control of our general partner. Under this agreement, our general partner pays O&M Services amounts that it receives from Sabine Pass LNG under the O&M Agreement. Under the O&M Agreement, we paid $0.3 million during the three months ended June 30, 2008 and 2007. For the six months ended June 30, 2008 and 2007, we paid $0.6 million. For the period from October 20, 2003 (date of inception) to June 30, 2008, we paid $3.7 million. Management Services Agreements In February 2005, Sabine Pass LNG entered into a Management Services Agreement (the “Sabine Pass LNG MSA”) with its general partner, Sabine Pass GP, which is our wholly-owned subsidiary. Pursuant to the Sabine Pass LNG MSA, Sabine Pass LNG appointed its general partner to manage the construction and operation of the Sabine Pass LNG receiving terminal, excluding those matters provided for under the O&M Agreement. The Sabine Pass LNG MSA terminates 20 years after the commercial start date set forth in the terminal use agreement (“TUA”) with Total LNG USA, Inc. Prior to substantial completion of construction of the Sabine Pass LNG receiving terminal, Sabine Pass LNG is required to pay its general partner a monthly fixed fee of $340,000 (indexed for inflation beginning in 2010); thereafter, the monthly fixed fee will increase to $520,000 (indexed for inflation beginning in 2010). Under the Sabine Pass LNG MSA, Sabine Pass LNG paid $1.0 million during the three months ended June 30, 2008 and 2007. Sabine Pass LNG paid $2.0 million for the six months ended June 30, 2008 and 2007. For the period from October 20, 2003 (date of inception) to June 30, 2008, Sabine Pass LNG paid $13.3 million. In September 2006, the general partner of Sabine Pass LNG entered into a Management Services Agreement (the “General Partner MSA”) with Cheniere LNG Terminals, Inc. (“Cheniere Terminals”), a wholly-owned subsidiary of Cheniere. Pursuant to this agreement, Cheniere Terminals provides the general partner with technical, financial, staffing and related support necessary to allow it to meet its obligations to Sabine Pass LNG under the Sabine Pass LNG MSA. Under this agreement with Cheniere Terminals, the general partner of Sabine Pass LNG pays Cheniere Terminals amounts that it receives from Sabine Pass LNG for management of the Sabine Pass LNG receiving terminal. Under this services agreement, Sabine Pass GP paid $1.0 million during each of the three months ended June 30, 2008 and 2007. Sabine Pass GP paid $2.0 million for each of the six months ended June 30, 2008 and 2007. For the period from October 20, 2003 (date of inception) to June 30, 2008, Sabine Pass GP paid $7.5 million. Services Agreement We entered into a services agreement with Cheniere Terminals upon the closing of the Cheniere Partners Offering. Under this agreement, we will pay Cheniere Terminals an annual administrative fee of $10.0 million (adjusted for inflation after January 1, 2007) commencing January 1, 2009 for the provision of various general and administrative services provided for our benefit and will reimburse Cheniere Terminals for its services in an amount equal to the sum of all out-of-pocket costs and expenses incurred by Cheniere Terminals that are directly related to our business or activities. The annual administrative fee includes expenses incurred by Cheniere Terminals to perform all technical, commercial, regulatory, financial, accounting, treasury, tax and legal staffing and related support and all management and other services necessary or reasonably requested on behalf of our partnership by our general partner in order to conduct our business as contemplated by our partnership agreement.
13
Index to Financial StatementsCHENIERE ENERGY PARTNERS, L.P. A DEVELOPMENT STAGE ENTERPRISE NOTES TO CONSOLIDATED COMBINED FINANCIAL STATEMENTS—(Continued) (unaudited)
Agreement to Fund Sabine Pass LNG’s Cooperative Endeavor Agreements In July 2007, Sabine Pass LNG executed Cooperative Endeavor Agreements (“CEAs”) with various Cameron Parish, Louisiana taxing authorities that allow them to accelerate certain of Sabine Pass LNG’s property tax payments scheduled to begin in 2019. This ten-year initiative represents an aggregate $25.0 million commitment, and will make resources available to the Cameron Parish taxing authorities on an accelerated basis in order to aid in their reconstruction efforts following Hurricane Rita. In exchange for Sabine Pass LNG’s advance payments of ad valorem taxes, Cameron Parish will grant Sabine Pass LNG a dollar for dollar credit against future ad valorem taxes to be levied against the Sabine Pass LNG receiving terminal starting in 2019. In September 2007, Sabine Pass LNG entered into an agreement with Cheniere Marketing pursuant to which Cheniere Marketing will advance Sabine Pass LNG any and all amounts payable under the CEAs in exchange for a similar amount of credits against future ad valorem reimbursements it would owe Sabine Pass LNG under its TUA starting in 2019. These advance ad valorem tax payments were recorded to Other Assets on our Consolidated Balance Sheets, and payments from Cheniere Marketing that we utilized to make the early payment of taxes were recorded as Deferred Revenue on the Consolidated Balance Sheets. As of June 30, 2008 and December 31, 2007, we had $5.0 million and $2.6 million of Other Assets and Deferred Revenue, respectively, resulting from accelerated ad valorem tax payments. Contracts for Sale and Purchase of Natural Gas In 2007, Sabine Pass LNG entered into the following natural gas purchase and sale contracts with Cheniere Marketing: Contract for the Sale of Natural Gas from Commissioning Cargoes We require several LNG cargoes to cool down and commission the Sabine Pass LNG receiving terminal at the end of the construction process. Sabine Pass LNG entered into a contract with Cheniere Marketing for the sale of natural gas regasified from commissioning LNG cargoes at a sales price equal to the actual market price received by Cheniere Marketing in reselling the natural gas less any third-party costs incurred by Cheniere Marketing in respect of the receipt, delivery and resale of the natural gas, and less an administrative fee paid to Cheniere Marketing. Sabine Pass LNG sold $7.3 million of natural gas to Cheniere Marketing under this contract during the three and six months ended June 30, 2008. For the period from October 20, 2003 (date of inception) to June 30, 2008, Sabine Pass LNG sold $7.3 million of natural gas to Cheniere Marketing under this contract. Sale of Natural Gas from Boil-off Sabine Pass LNG entered into a contract for the sale to Cheniere Marketing of natural gas that has boiled off from LNG inventory in the Sabine Pass LNG receiving terminal at a sales price equal to the actual market price received by Cheniere Marketing in reselling the natural gas less any third-party costs incurred by Cheniere Marketing in respect of the receipt, delivery and resale of the natural gas and less an administrative fee paid to Cheniere Marketing. Sabine Pass LNG did not sell any natural gas to Cheniere Marketing under this contract for the period from October 20, 2003 (date of inception) to June 30, 2008. Purchase of Natural Gas for Fuel Sabine Pass LNG entered into a contract for the purchase of natural gas from Cheniere Marketing to use as fuel at the Sabine Pass LNG receiving terminal at a sales price equal to the actual purchase cost paid by Cheniere
14
Index to Financial StatementsCHENIERE ENERGY PARTNERS, L.P. A DEVELOPMENT STAGE ENTERPRISE NOTES TO CONSOLIDATED COMBINED FINANCIAL STATEMENTS—(Continued) (unaudited)
Marketing to suppliers of the natural gas less any third-party costs incurred by Cheniere Marketing in respect of the receipt, purchase, and delivery of the natural gas to the Sabine Pass LNG receiving terminal and less an administrative fee paid to Cheniere Marketing. Sabine Pass LNG did not purchase any natural gas from Cheniere Marketing under this contract for the period from October 20, 2003 (date of inception) to June 30, 2008. Contract for the Purchase of LNG Commissioning Cargoes In November 2007, Sabine Pass LNG entered into a contract with Cheniere Marketing to procure and deliver to the Sabine Pass LNG receiving terminal the LNG cargoes it requires for commissioning. Sabine Pass LNG will reimburse Cheniere Marketing for its actual third-party costs incurred in obtaining these cargoes. During the three and six months ended June 30, 2008, Sabine Pass LNG paid zero and $25.6 million to Cheniere Marketing under this contract for its initial LNG commissioning cargo, respectively. For the period from October 20, 2003 (date of inception) to June 30, 2008, we paid $25.6 million to Cheniere Marketing under this contract for the purchase of LNG commissioning cargoes. Contract for the Sale of Retained LNG As partial compensation for the terminaling services that Sabine Pass LNG provides its customers at the Sabine Pass LNG receiving terminal, Sabine Pass LNG retains 2% of the LNG that customers bring to the Sabine Pass LNG receiving terminal, which Sabine Pass LNG will use primarily as fuel for revaporization and self-generated power. In September 2007, Sabine Pass LNG entered into a contract with Cheniere Marketing for the sale of excess retainage at a market index-related sales price. Sabine Pass LNG did not sell any excess retainage to Cheniere Marketing under this contract for the period from October 20, 2003 (date of inception) to June 30, 2008. Contract for the Exclusive Use of a LNG Vessel During the Commissioning Process J & S Cheniere S.A. (“J&S Cheniere”), an indirect wholly owned subsidiary of Cheniere, and Cheniere Marketing are parties to a time charter agreement for the Celestine River LNG vessel. In March 2008, Sabine Pass LNG entered into a contract with J&S Cheniere and Cheniere Marketing for exclusive use of this LNG vessel during our commissioning process until the Sabine Pass LNG receiving terminal’s commercial start date. Sabine Pass LNG is responsible for all amounts that would otherwise be payable by J&S Cheniere or Cheniere Marketing under their time charter agreement. For the three and six months ended June 30, 2008, we capitalized $4.4 million and $16.3 million, respectively, related to LNG vessel costs under this contract. Contract for the Exclusive Use of Tugs During the Commissioning Process Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), an indirect wholly owned subsidiary of Cheniere, and Cheniere Marketing are parties to a marine services sharing agreement for the use of tug boats (“tugs”). In March 2008, Sabine Pass LNG entered into a contract with Sabine Pass Tug Services and Cheniere Marketing for exclusive use of the tugs during our commissioning process until the Sabine Pass LNG receiving terminal’s commercial start date. Sabine Pass LNG is responsible for all amounts that would otherwise be payable by Sabine Pass Tug Services and Cheniere Marketing under their marine services sharing agreement. For the three and six months ended June 30, 2008, we capitalized $1.8 million and $3.1 million, respectively, related to tug costs under this contract.
15
Index to Financial StatementsCHENIERE ENERGY PARTNERS, L.P. A DEVELOPMENT STAGE ENTERPRISE NOTES TO CONSOLIDATED COMBINED FINANCIAL STATEMENTS—(Continued) (unaudited)
TUA Agreement Cheniere Marketing has reserved approximately 2.0 Bcf/d of regasification capacity under a firm commitment TUA and has agreed to make monthly payments to Sabine Pass LNG aggregating approximately $250.0 million per year for at least 19 years commencing January 1, 2009, plus payments of $5.0 million per month in 2008 commencing with commercial operations. Cheniere has guaranteed Cheniere Marketing’s obligations under its TUA. NOTE 12—Supplemental Cash Flow Information and Disclosures of Non-cash Transactions The following table provides supplemental disclosure of cash flow information (in thousands):
16
Index to Financial Statements
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This quarterly report contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things:
These forward-looking statements are often identified by the use of terms such as “achieve,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “plan,” “potential,” “project,” “propose,” “strategy” and similar terms. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this quarterly report. As used herein, the terms “Cheniere Partners,” “we,” “our” and “us” refer to Cheniere Energy Partners, L.P. and its wholly-owned subsidiaries effective March 26, 2007 upon the closing of its initial public offering, and to certain entities under common control prior to March 26, 2007, unless otherwise stated or indicated by context.
17
Index to Financial StatementsOur actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2007. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, we assume no obligation to update or revise these forward-looking statements or provide reasons why actual results may differ. The following discussion and analysis presents management’s view of our business, financial condition and overall performance and should be read in conjunction with our Consolidated Combined Financial Statements and the accompanying notes in Item 1. “Consolidated Financial Statements.” This information is intended to provide investors with an understanding of our past performance, current financial condition and outlook for the future. OVERVIEW OF OPERATIONS Through our wholly-owned subsidiary, Sabine Pass LNG, we own and operate the Sabine Pass LNG receiving terminal currently under construction in western Cameron Parish, Louisiana on the Sabine Pass Channel. We are a development stage company without any revenues, operating cash flows or operating history. We expect that we will begin receiving $5 million per month of TUA payments commencing when we begin commercial operations and Cheniere Marketing, Inc. (“Cheniere Marketing”), a wholly-owned subsidiary of Cheniere Energy, begins making capacity reservation fee payments under its TUA with Sabine Pass LNG. This is currently anticipated to occur in the third quarter or fourth quarter of 2008. Subject to the completion of routine punch list items, as of June 30, 2008, we had completed construction of the initial 2.6 Bcf/d of send out capacity and 10.1 Bcf of storage capacity at the Sabine Pass LNG receiving terminal. The terminal is operating and able to accept commercial cargoes. The commissioning process was initiated in April 2008 and is estimated to be completed in the third or fourth quarter of 2008. To date, three LNG cargoes have been obtained for the commissioning process and we expect to obtain one more cargo to complete the process. Construction for the remaining 1.4 Bcf/d was approximately 79% complete as of the end of the second quarter. We will contemplate making a final investment decision to commence construction of the Cheniere Southern Trail Pipeline upon, among other things, entering into acceptable commercial arrangements, receiving the Federal Energy Regulatory Commission’s authorization to construct and operate the pipeline and obtaining adequate financing to construct the Cheniere Southern Trail Pipeline. LIQUIDITY AND CAPITAL RESOURCES Construction Costs Our estimated aggregate cost to construct the Sabine Pass LNG receiving terminal is approximately $1,462 million, before operating expenses during construction, future commissioning costs, and financing costs, an increase of approximately $36 million from our estimate as of March 31, 2008 due to commissioning costs not previously budgeted. Our estimated total construction, commissioning and operating cost budget through the achievement of full operability is approximately $1,559 million. As of June 30, 2008, we incurred approximately $1,437 million of our total budget. Our remaining construction, commissioning and operating costs are anticipated to be funded from restricted cash and cash equivalents designated for construction, working capital or additional financing.
18
Index to Financial StatementsTUA Revenues Beginning in 2009, each of the customers at the Sabine Pass LNG receiving terminal must make the full contracted amount of capacity reservation fee payments under its TUA whether or not it uses any of its reserved capacity. Provided the Sabine Pass LNG receiving terminal has achieved commercial operations, capacity reservation fee TUA payments will be made by the following Sabine Pass LNG customers:
Cheniere Marketing has a limited operating history, limited capital, and no credit rating. Cheniere Energy, which has a non-investment grade corporate rating, has guaranteed the obligations of Cheniere Marketing under its TUA. In addition, the LNG and natural gas marketing business activities of Cheniere Marketing have recently been downsized. In April 2008, Cheniere Energy, the parent company of Cheniere Marketing, reported that unless it was successful in obtaining a sufficient number of LNG cargoes within the next 12 months or entering into a strategic transaction, it would need to obtain additional sources of funding during the first quarter of 2009. On August 11, 2008, Cheniere Energy announced that it had accepted a commitment for a $250.0 million financing, subject to satisfaction of certain conditions, including regulatory approvals, completion of definitive documentation and the absence of any change, development or event that would be expected to have a material adverse effect on Cheniere Energy or its industry, business, financial condition or prospects. Cheniere Energy advised that, assuming closing of the $250.0 million convertible security financing, it is confident that they will be able to conduct its business, including making payments pursuant to its TUA, for at least the next 3 years. However, if Cheniere Energy is not successful in closing this $250 million financing, or entering into another strategic transaction, or obtaining a sufficient number of LNG cargos, it will be required to obtain an alternative source of funding during the first quarter of 2009 in order to ensure Cheniere Marketing’s ability to meet its obligations under its TUA. Available Cash As of June 30, 2008, we had minimal unrestricted cash and cash equivalents. However, we had $264.8 million in restricted cash and cash equivalents and U.S. treasury securities, which were designated for the following purposes: $69.4 million for construction costs of the Sabine Pass LNG receiving terminal; $141.3 million for interest payments through May 2009 related to the Sabine Pass LNG notes described below; and $54.1 million for cash distributions through the distribution made in respect of the quarter ending June 2009 to our common unitholders and related distributions to our general partner. Regardless of whether we receive revenues from Cheniere Marketing under its TUA (or Cheniere Energy, on its guarantee), we expect to have sufficient cash flow from our Total and Chevron TUAs to meet our
19
Index to Financial Statementsoperating expenditures, debt service requirements and, subject to declaration by our board of directors, distributions on all of our common and general partner units; however, if Sabine Pass LNG does not receive revenues from Cheniere Marketing’s TUA or a replacement revenue source after June 30, 2009, the fixed charge coverage ratio test under the Sabine Pass LNG Senior Notes indenture will not be satisfied. Until the fixed charge coverage ratio test for a given quarter is met, Sabine Pass LNG will not be permitted to make distributions to us and we will not be able to make corresponding distributions to our unitholders. During any period when Sabine Pass LNG is not permitted to make distributions to us, our common unitholders will be entitled to accrue any distribution arrearages owed on their units, which will be distributable to them once the fixed charge coverage ratio test is satisfied and we receive cash from Sabine Pass LNG. Future Uses of Cash Sabine Pass LNG Notes Interest payments of approximately $75.5 million are due on May 30 and November 30 of each year on the $2,032.0 million of Sabine Pass LNG senior secured notes, consisting of $550.0 million of 7 1/4% Senior Secured Notes due 2013 and $1,482.0 million of 7 1/2% Senior Secured Notes due 2016. Under the indenture governing the Sabine Pass LNG notes, except for permitted tax distributions, Sabine Pass LNG may not make distributions until certain conditions are satisfied. The indenture requires that Sabine Pass LNG apply its net operating cash flow (i) first, to fund with monthly deposits its next semiannual payment of approximately $75.5 million of interest on the Sabine Pass LNG notes, and (ii) second, to fund a one-time, permanent debt service reserve fund equal to one semiannual interest payment of approximately $75.5 million on the Sabine Pass LNG notes. Distributions will be permitted only after phase 1 target completion of the Sabine Pass LNG receiving terminal, as defined in the indenture governing the Sabine Pass LNG notes, or such earlier date as project revenues are received, upon satisfaction of the foregoing funding requirements, after satisfying a fixed charge coverage ratio test of 2:1 and after satisfying other conditions specified in the indenture. We achieved phase 1 target completion in July 2008. As of June 30, 2008, we had $141.3 million in an interest reserve account as restricted cash and cash equivalents for interest payments through May 2009 related to the Sabine Pass LNG notes. Beginning with the payment due November 30, 2009, we intend to make interest payments primarily from operating cash flows. Cash Distributions to Unitholders For each calendar quarter through June 30, 2009, we will make quarterly cash distributions of $0.425 per unit on all outstanding common units, as well as related distributions to our general partner, using cash from a $98.4 million distribution reserve that was funded with proceeds from our initial public offering and are held as restricted cash and cash equivalents. After the quarter ended June 30, 2009, we intend to pay distributions to our unitholders primarily from operating cash flows, subject to satisfying the fixed charge coverage ratio test of 2:1. After payment of the distributions with respect to the six months ended June 30, 2008, $54.1 million remained in the distribution reserve. Services Agreements Sabine Pass LNG has entered into a 20-year operation and maintenance agreement with a wholly-owned subsidiary of Cheniere Energy pursuant to which we receive all necessary services required to construct, operate and maintain the Sabine Pass LNG receiving terminal. Prior to substantial completion of the Sabine Pass LNG receiving terminal, Sabine Pass LNG is required to pay a fixed monthly fee of $95,000 (indexed for inflation beginning in 2010) under the agreement. The fixed monthly fee will increase to $130,000 (indexed for inflation beginning in 2010) upon substantial completion of the facility, and the counterparty will thereafter be entitled to a bonus equal to 50% of the salary component of labor costs in certain circumstances to be agreed upon between Sabine Pass LNG and the counterparty at the beginning of each operating year. In addition, Sabine Pass LNG is required to reimburse the counterparty for its operating expenses, which are comprised primarily of labor expenses.
20
Index to Financial StatementsSabine Pass LNG has also entered into a 20-year management services agreement with its general partner, which is a wholly-owned subsidiary of us, pursuant to which its general partner has been appointed to manage the construction and operation of the Sabine Pass LNG receiving terminal, excluding those matters provided for under the foregoing operation and maintenance agreement. Sabine Pass LNG’s general partner has correspondingly entered into a management services agreement with Cheniere LNG Terminals, Inc. (“Cheniere Terminals”), a wholly-owned subsidiary of Cheniere Energy, pursuant to which Cheniere Terminals provides the general partner with technical, financial, staffing and related support necessary to allow it to meet its obligations to Sabine Pass LNG under its management services agreement. Prior to substantial completion of the Sabine Pass LNG receiving terminal, Sabine Pass LNG is required to pay its general partner a monthly fixed fee of $340,000 (indexed for inflation beginning in 2010); thereafter, the monthly fixed fee will increase to $520,000 (indexed for inflation beginning in 2010). Sabine Pass LNG’s general partner is required to pay Cheniere Terminals for all amounts that it receives under its management services agreement with Sabine Pass LNG. We entered into a services agreement with Cheniere Terminals pursuant to which we will pay Cheniere Terminals an annual administrative fee of $10 million (adjusted for inflation after January 1, 2007) commencing January 1, 2009 for the provision of various general and administrative services for our benefit following the closing of our initial public offering. In addition, we will reimburse Cheniere Terminals for its services in an amount equal to the sum of all out-of-pocket costs and expenses incurred by Cheniere Terminals that are directly related to our business or activities. During the three and six months ended June 30, 2008, we paid an aggregate of $1.3 million and $2.6 million, respectively, under the foregoing services agreement from restricted cash and cash equivalents. For the period from October 20, 2003 (date of inception) to June 30, 2008, we paid $17.0 million. Until substantial completion of the Sabine Pass LNG receiving terminal and revenues are received under the TUAs, we anticipate continuing to utilize restricted cash and cash equivalents to satisfy our obligations under these service agreements. Long-Term Note—Affiliate In March 2007, we entered into a $12.0 million unsecured revolving credit note with Cheniere LNG Financial Services, Inc., a wholly-owned subsidiary of Cheniere Energy, to be paid upon demand but no sooner than January 1, 2010, or the date on which we have sufficient available cash. The purpose of this note is to provide funds for the payment of certain public company and other expenses that cannot be funded by the Sabine Pass LNG notes. Borrowings under this note bear interest at a fixed 7.50% rate with unpaid interest compounded semi-annually. The outstanding principal plus interest as of June 30, 2008 was $1.5 million. State Tax Sharing Agreement In November 2006, Sabine Pass LNG entered into a state tax sharing agreement with Cheniere Energy. Under this agreement, Cheniere Energy has agreed to prepare and file all Texas franchise tax returns which it and Sabine Pass LNG are required to file on a combined basis and to timely pay the combined tax liability. If Cheniere Energy, in its sole discretion, demands payment, Sabine Pass LNG will pay to Cheniere Energy an amount equal to the Texas franchise tax that Sabine Pass LNG would be required to pay if its Texas franchise tax liability were computed on a separate company basis. This agreement contains similar provisions for other state and local taxes that Cheniere Energy and Sabine Pass LNG are required to file on a combined, consolidated or unitary basis. The agreement is effective for tax returns first due on or after January 1, 2008. We do not expect to make any tax payments under this agreement for 2008.
21
Index to Financial StatementsHistorical Sources and Uses of Cash The following table summarizes the sources and uses of our cash and cash equivalents for the six months ended June 30, 2007 and 2008, and the period from October 20, 2003 (date of inception) to June 30, 2008. The table presents capital expenditures on a cash basis; therefore, these amounts differ from the amounts of capital expenditures, including accruals that are referred to elsewhere in this document. Additional discussion of these items follows the table (in thousands):
Use of restricted cash and cash equivalents Under the indenture governing the Sabine Pass LNG notes, a portion of the proceeds from the Sabine Pass LNG notes are required to be used for scheduled interest payments through May 2009 and to fund the cost to complete construction of our LNG receiving terminal. Due to these restrictions imposed by the indenture, the proceeds are not presented as cash and cash equivalents. Therefore, when proceeds from the Sabine Pass LNG notes are used, they are presented as a source of cash and cash equivalents. In the six months ended June 30, 2008 and 2007, the $388.3 million and $219.8 million, respectively, of restricted cash and cash equivalents were primarily used to pay for construction activities at the Sabine Pass LNG receiving terminal. LNG terminal construction-in-process Capital expenditures for the Sabine Pass LNG receiving terminal were $292.4 million, $215.3 million and $1,347.7 million in the six months ended June 30, 2008 and 2007, and the period from October 20, 2003
22
Index to Financial Statements(inception) to June 30, 2008, respectively. Our capital expenditures increased in the six months ended June 30, 2008 compared to the six months ended June 30, 2007 as a result of increased construction activity in preparation for the commissioning process at the Sabine Pass LNG receiving terminal. Advances to affiliate—LNG held for commissioning, net of amounts transferred to LNG terminal construction-in- process During the six months ended June 30, 2008, we advanced $64.5 million for the purchase of LNG for commissioning, net of amounts transferred to LNG terminal construction-in- process. Advances under long-term contracts Advances under long-term contracts decreased in the six months ended June 30, 2008 compared to the six months ended June 30, 2007 as a result of us nearing construction completion of the initial send out capacity of approximately 2.6 Bcf/d and storage capacity of approximately 10.1 Bcf at the Sabine Pass LNG receiving terminal. During the six months ended June 30, 2008, the Sabine Pass LNG receiving terminal received equipment that Sabine Pass LNG had previously advanced payment for under long-term contracts. Off-Balance Sheet Arrangements As of June 30, 2008, we had no “off-balance sheet arrangements” that may have a current or future material affect on our financial position or results of operations. RESULTS OF OPERATIONS Three Months Ended June 30, 2008 vs. Three Months Ended June 30, 2007 Overall Operations Our net loss was $24.5 million in the three months ended June 30, 2008, or a 104% increase from our net loss in the three months ended June 30, 2007. The $12.5 million increase in the net loss was primarily due to losses on derivatives and decreased interest income, which was partially offset by decreased interest expense. Derivative Loss During the three months ended June 30, 2008, we incurred $11.5 million of derivative losses. We entered into natural gas swaps to hedge the exposure to variability in expected future cash flows from sales of excess LNG purchased for commissioning and performance testing during the three months ended June 30, 2008. Interest Income Interest income decreased $11.2 million in the three months ended June 30, 2008 compared to the three months ended June 30, 2007. This decrease was a result of less restricted cash invested during the three months ended June 30, 2008 compared to the three months ended June 30, 2007. Interest Expense, net Interest expense, net of amounts capitalized, decreased $10.1 million in the three months ended June 30, 2008 compared to the three months ended June 30, 2007. This decrease in interest expense primarily resulted from an increase in construction costs and consequently an increase in capitalized interest in the three months ended June 30, 2008 compared to the three months ended June 30, 2007.
23
Index to Financial StatementsSix Months Ended June 30, 2008 vs. Six Months Ended June 30, 2007 Overall Operations Our net loss was $39.0 million in the six months ended June 30, 2008, a 57% increase from our net loss in the six months ended June 30, 2007. The $14.2 million increase in the net loss was primarily due to losses on derivatives and decreased interest income, which was partially offset by decreased interest expense. Derivative Loss During the six months ended June 30, 2008, we incurred $12.4 million of derivative losses. We entered into natural gas swaps to hedge the exposure to variability in expected future cash flows from sales of excess LNG purchased for commissioning and performance testing during the six months ended June 30, 2008. Interest Income Interest income decreased $19.3 million in the six months ended June 30, 2008 compared to the six months ended June 30, 2007. This decrease was a result of less restricted cash invested during the six months ended June 30, 2008 compared to the six months ended June 30, 2007. Interest Expense, net Interest expense, net of amounts capitalized, decreased $19.6 million in the six months ended June 30, 2008 compared to the six months ended June 30, 2007. This decrease in interest expense primarily resulted from an increase in construction costs and consequently an increase in capitalized interest in the six months ended June 30, 2008 compared to the six months ended June 30, 2007. OTHER MATTERS Critical Accounting Estimates and Policies The selection and application of accounting policies is an important process that has developed as our business activities have evolved and as the accounting rules have developed. Accounting rules generally do not involve a selection among alternatives but involve an implementation and interpretation of existing rules, and the use of judgment, to the specific set of circumstances existing in our business. In preparing our financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”), we make every effort to comply properly with all applicable rules on or before their adoption, and we believe that the proper implementation and consistent application of the accounting rules are critical. However, not all situations are specifically addressed in the accounting literature. In these cases, we must use our best judgment to adopt a policy for accounting for these situations. We accomplish this by analogizing to similar situations and the accounting guidance governing them. Accounting for LNG Activities Generally, expenditures for direct construction activities, major renewals and betterments are capitalized, while expenditures for maintenance and repairs and general and administrative activities are charged to expense as incurred. Beginning in 2006, site rental costs have been expensed as required by Financial Accounting Standards Board (“FASB”) Staff Position 13-1, Accounting for Rental Costs Incurred During a Construction Period. During the construction period of the Sabine Pass LNG receiving terminal, we capitalize interest and other related debt costs in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 34, Capitalization of Interest Cost, as amended by SFAS No. 58, Capitalization of Interest Cost in Financial Statements That Include
24
Index to Financial StatementsInvestments Accounted for by the Equity Method (an Amendment of FASB Statement No. 34). Upon commencement of operations, capitalized interest, as a component of the total cost, will be amortized over the estimated useful life of the asset. In connection with the construction of the Sabine Pass LNG receiving terminal, we require LNG to perform certain commissioning activities, as follows:
LNG purchased for commissioning activities is recorded at cost and classified as a non-current asset on our Consolidated Balance Sheets as LNG held for commissioning. As the LNG held for commissioning is used to cool down the LNG receiving terminal and establish LNG heel in the LNG receiving terminal, we capitalize the portion used. The LNG used in the commissioning process is capitalized net of amounts received from the sale of natural gas. Revenue Recognition LNG receiving terminal capacity reservation fees are recognized as revenue over the term of the respective TUAs. Advance capacity reservation fees are initially deferred and recognized as earned. Cash Flow Hedges We have used, and may in the future use, derivative instruments to limit our exposure to variability in expected future cash flows. As defined in SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, cash flow hedge transactions hedge the exposure to variability in expected future cash flows (i.e., in our case, the variability of floating interest rate exposure). In the case of cash flow hedges, the hedged item (the underlying risk) is generally unrecognized (i.e., not recorded on the balance sheet prior to settlement), and any changes in the fair value, therefore, will not be recorded within earnings. Conceptually, if a cash flow hedge is effective, this means that a variable, such as a movement in interest rates, has been effectively fixed so that any fluctuations will have no net result on either cash flows or earnings. Therefore, if the changes in fair value of the hedged item are not recorded in earnings, then the changes in fair value of the hedging instrument (the derivative) must also be excluded from the income statement or else a one-sided net impact on earnings will be reported, despite the fact that the establishment of the effective hedge results in no net economic impact. To prevent such a scenario from occurring, SFAS No. 133 requires that the fair value of a derivative instrument designated as a cash flow hedge be recorded as an asset or liability on the balance sheet, but with the offset reported as part of other comprehensive income, to the extent that the hedge is effective. We assess, both at the inception of each hedge and on an on-going basis, whether the derivatives that are used in our hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. On an on-going basis, we monitor the actual dollar offset of the hedges’ market values compared to hypothetical cash flow hedges. Any ineffective portion of the cash flow hedges will be reflected in earnings. Ineffectiveness is the amount of gains or losses from derivative instruments that are not offset by corresponding and opposite gains or losses on the expected future transaction.
25
Index to Financial StatementsNew Accounting Pronouncements On January 1, 2008, we adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment of FASB Statement No. 115 (SFAS 159). SFAS 159 permits entities to choose to measure many financial instruments and certain other assets and liabilities at fair value on an instrument-by-instrument basis (the fair value option) with changes in fair value reported in earnings. We recorded our derivative contracts at fair value in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (SFAS 133). The adoption of SFAS 159 had no impact on the Financial Statements, as management did not elect the fair value option for any financial instruments or other assets and liabilities. On January 1, 2008, we adopted SFAS No. 157, Fair Value Measurements (SFAS 157) as it relates to financial assets and financial liabilities. In February 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) No. FAS 157-2, Effective Date of FASB Statement No. 157, which delayed the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on at least an annual basis, until January 1, 2009 for calendar year-end entities. The adoption of SFAS 157 did not have a material impact on our Consolidated Combined Financial Statements. In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities, including (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedged items are accounted for under SFAS 133, and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This standard becomes effective for us on January 1, 2009. Earlier adoption of SFAS 161 and, separately, comparative disclosures for earlier periods at initial adoption are encouraged. As SFAS 161 only requires enhanced disclosures, this standard will have no impact on our Consolidated Combined Financial Statements. In April 2008, the FASB issued FSP FAS No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP FAS 142-3”). This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141R, and other GAAP. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. We are currently evaluating the impact of FSP FAS 142-3 but do not expect the adoption of this pronouncement will have a material impact on our Consolidated Combined Financial Statements. In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. This statement will be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board’s amendments to AU section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. We are currently evaluating the impact of SFAS 162 but do not expect the adoption of this pronouncement will have a material impact on our Consolidated Combined Financial Statements.
26
Index to Financial Statements
Cash Investments We have cash investments that we manage based on internal investment guidelines that emphasize liquidity and preservation of capital. Such cash investments are stated at historical cost, which approximates fair market value on our Consolidated Balance Sheets. Sabine Pass LNG Derivative Commodity Price Risk Sabine Pass LNG entered into natural gas NYMEX swaps accounted for as derivatives. The NYMEX swaps were entered into to hedge the exposure to variability in expected future cash flows related to commissioning cargoes purchased by Cheniere Marketing in the second quarter of 2008 that are expected to be sold as part of the testing phase of the commissioning process. Sabine Pass LNG entered into a total of 4,495,000 MMBtu of August 2008 NYMEX swaps with one counterparty for which we will receive fixed prices of $11.87 to $13.41 per MMBtu. At June 30, 2008, the value of the derivatives was a liability of $7.7 million.
We maintain a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports filed by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of the end of the period covered by this report, we evaluated, under the supervision and with the participation of our general partner’s management, including our general partner’s Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, our general partner’s Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective. During the most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
27
Index to Financial StatementsPART II. OTHER INFORMATION
In the future, we may be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. In the opinion of management of our general partner and legal counsel, as of June 30, 2008, there were no known threatened or pending legal matters that could reasonably be expected to have a material adverse impact on our consolidated combined results of operations, financial position or cash flows.
(a) Each of the following exhibits is filed herewith:
28
Index to Financial StatementsSIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
29 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||
