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TEPPCO Partners, L.P. 10-Q 2005

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2005

 

OR

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Commission File No. 1-10403

 


 

TEPPCO Partners, L.P.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

76-0291058

(State of Incorporation

 

(I.R.S. Employer

or Organization)

 

Identification Number)

 

2929 Allen Parkway

P.O. Box 2521

Houston, Texas 77252-2521

(Address of principal executive offices, including zip code)

 

(713) 759-3636

(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  ý  No o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes  ý  No o

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  Limited Partner Units outstanding as of August 1, 2005:   69,963,554

 

 



 

TEPPCO PARTNERS, L.P.

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

 

 

 

Item 1. Financial Statements

 

Consolidated Balance Sheets as of June 30, 2005 (unaudited) and December 31, 2004

 

 

 

Consolidated Statements of Income for the three months and six months ended June 30, 2005 and 2004 (unaudited)

 

 

 

Consolidated Statements of Cash Flows for the six months ended June 30, 2005 and 2004 (unaudited)

 

 

 

Consolidated Statement of Partners’ Capital for the six months ended June 30, 2005 (unaudited)

 

 

 

Notes to the Consolidated Financial Statements (unaudited)

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

Forward-Looking Statements

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

 

 

Item 4. Controls and Procedures

 

 

 

PART II. OTHER INFORMATION

 

 

 

Item 1. Legal Proceedings

 

 

 

Item 6. Exhibits

 

 

 

Signatures

 

 

i



 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

TEPPCO PARTNERS, L.P.

 

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

June 30,

 

December 31,

 

 

 

2005

 

2004

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,494

 

$

16,422

 

Accounts receivable, trade (net of allowance for doubtful accounts of $182 and $112)

 

686,677

 

553,628

 

Accounts receivable, related parties

 

4,440

 

12,921

 

Inventories

 

98,487

 

19,521

 

Other

 

57,504

 

42,138

 

Total current assets

 

848,602

 

644,630

 

Property, plant and equipment, at cost (net of accumulated depreciation and amortization of $442,282 and $407,670)

 

1,789,866

 

1,703,702

 

Equity investments

 

373,047

 

373,652

 

Intangible assets

 

393,271

 

407,358

 

Goodwill

 

16,944

 

16,944

 

Other assets

 

58,746

 

51,419

 

Total assets

 

$

3,480,476

 

$

3,197,705

 

 

 

 

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

685,563

 

$

564,464

 

Accounts payable, related parties

 

6,458

 

25,730

 

Accrued interest

 

32,506

 

32,292

 

Other accrued taxes

 

13,407

 

13,309

 

Other

 

48,641

 

46,593

 

Total current liabilities

 

786,575

 

682,388

 

Senior Notes

 

1,129,394

 

1,127,226

 

Other long-term debt

 

278,000

 

353,000

 

Other liabilities and deferred credits

 

12,729

 

13,643

 

Commitments and contingencies

 

 

 

 

 

Partners’ capital:

 

 

 

 

 

General partner’s interest

 

(40,272

)

(33,006

)

Limited partners’ interests

 

1,314,050

 

1,054,454

 

Total partners’ capital

 

1,273,778

 

1,021,448

 

Total liabilities and partners’ capital

 

$

3,480,476

 

$

3,197,705

 

 

See accompanying Notes to Consolidated Financial Statements.

 

1



 

TEPPCO PARTNERS, L.P.

 

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(in thousands, except per Unit amounts)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

Operating revenues:

 

 

 

 

 

 

 

 

 

Sales of petroleum products

 

$

1,963,617

 

$

1,232,807

 

$

3,350,826

 

$

2,414,920

 

Transportation – Refined products

 

37,834

 

38,937

 

72,799

 

69,908

 

Transportation – LPGs

 

14,470

 

13,721

 

46,701

 

42,501

 

Transportation – Crude oil

 

9,042

 

9,213

 

18,214

 

18,876

 

Transportation – NGLs

 

11,387

 

10,578

 

21,606

 

20,592

 

Gathering – Natural gas

 

36,956

 

34,427

 

73,516

 

68,929

 

Other

 

17,074

 

14,881

 

33,323

 

36,899

 

Total operating revenues

 

2,090,380

 

1,354,564

 

3,616,985

 

2,672,625

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Purchases of petroleum products

 

1,943,696

 

1,217,312

 

3,316,156

 

2,384,653

 

Operating, general and administrative

 

49,979

 

52,640

 

99,997

 

104,443

 

Operating fuel and power

 

11,546

 

11,035

 

22,616

 

22,995

 

Depreciation and amortization

 

26,292

 

26,411

 

52,055

 

54,231

 

Taxes – other than income taxes

 

4,272

 

4,831

 

9,708

 

10,125

 

Gains on sales of assets

 

(68

)

(66

)

(566

)

(124

)

Total costs and expenses

 

2,035,717

 

1,312,163

 

3,499,966

 

2,576,323

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

54,663

 

42,401

 

117,019

 

96,302

 

 

 

 

 

 

 

 

 

 

 

Interest expense – net

 

(21,627

)

(16,464

)

(40,914

)

(36,059

)

Equity earnings

 

9,062

 

11,582

 

14,308

 

17,233

 

Other income – net

 

135

 

240

 

401

 

716

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

42,233

 

$

37,759

 

$

90,814

 

$

78,192

 

 

 

 

 

 

 

 

 

 

 

Net Income Allocation:

 

 

 

 

 

 

 

 

 

Limited Partner Unitholders

 

$

29,671

 

$

26,867

 

$

64,237

 

$

55,636

 

General Partner

 

12,562

 

10,892

 

26,577

 

22,556

 

Total net income allocated

 

$

42,233

 

$

37,759

 

$

90,814

 

$

78,192

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net income per Limited Partner Unit

 

$

0.45

 

$

0.43

 

$

0.99

 

$

0.88

 

 

 

 

 

 

 

 

 

 

 

Weighted average Limited Partner Units outstanding

 

66,559

 

62,999

 

64,789

 

62,999

 

 

See accompanying Notes to Consolidated Financial Statements.

 

2



 

TEPPCO PARTNERS, L.P.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2005

 

2004

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

90,814

 

$

78,192

 

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

52,055

 

54,231

 

Earnings in equity investments, net of distributions

 

4,739

 

3,617

 

Gains on sales of assets

 

(566

)

(124

)

Non-cash portion of interest expense

 

810

 

(219

)

Increase in accounts receivable

 

(133,049

)

(93,044

)

Increase in inventories

 

(70,587

)

(213

)

(Increase) decrease in other current assets

 

(15,265

)

3,244

 

Increase in accounts payable and accrued expenses

 

120,182

 

93,583

 

Other

 

(24,533

)

(7,219

)

Net cash provided by operating activities

 

24,600

 

132,048

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Proceeds from the sales of assets

 

510

 

141

 

Purchase of assets

 

(42,482

)

(2,962

)

Investment in Centennial Pipeline LLC

 

 

(1,500

)

Investment in Mont Belvieu Storage Partners, L.P.

 

(1,109

)

(17,211

)

Capital expenditures

 

(82,963

)

(60,390

)

Net cash used in investing activities

 

(126,044

)

(81,922

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from revolving credit facility

 

299,307

 

149,800

 

Repayments on revolving credit facility

 

(374,307

)

(99,800

)

Issuance of Limited Partner Units, net

 

278,832

 

 

Distributions paid

 

(117,316

)

(115,741

)

Net cash provided by (used in) financing activities

 

86,516

 

(65,741

)

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(14,928

)

(15,615

)

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

16,422

 

29,469

 

Cash and cash equivalents at end of period

 

$

1,494

 

$

13,854

 

 

 

 

 

 

 

Supplemental disclosure of cash flows:

 

 

 

 

 

Cash paid for interest (net of amounts capitalized)

 

$

41,067

 

$

41,208

 

 

See accompanying Notes to Consolidated Financial Statements.

 

3



 

TEPPCO PARTNERS, L.P.

 

CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL

(Unaudited)

(in thousands, except Unit amounts)

 

 

 

Outstanding

 

 

 

 

 

 

 

 

 

Limited

 

General

 

Limited

 

 

 

 

 

Partner

 

Partner’s

 

Partners’

 

 

 

 

 

Units

 

Interest

 

Interests

 

Total

 

 

 

 

 

 

 

 

 

 

 

Partners’ capital at December 31, 2004

 

62,998,554

 

$

(33,006

)

$

1,054,454

 

$

1,021,448

 

Issuance of Limited Partner Units, net

 

6,965,000

 

 

278,832

 

278,832

 

Net income allocation

 

 

26,577

 

64,237

 

90,814

 

Cash distributions

 

 

(33,843

)

(83,473

)

(117,316

)

 

 

 

 

 

 

 

 

 

 

Partners’ capital at June 30, 2005

 

69,963,554

 

$

(40,272

)

$

1,314,050

 

$

1,273,778

 

 

See accompanying Notes to Consolidated Financial Statements.

 

4



 

TEPPCO PARTNERS, L.P.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1.  ORGANIZATION AND BASIS OF PRESENTATION

 

TEPPCO Partners, L.P. (the “Partnership”), a Delaware limited partnership, is a master limited partnership formed in March 1990.  We operate through TE Products Pipeline Company, Limited Partnership (“TE Products”), TCTM, L.P. (“TCTM”) and TEPPCO Midstream Companies, L.P. (“TEPPCO Midstream”).  Collectively, TE Products, TCTM and TEPPCO Midstream are referred to as the “Operating Partnerships.”  TEPPCO GP, Inc. (“TEPPCO GP”), our wholly owned subsidiary, is the general partner of our Operating Partnerships.  We hold a 99.999% limited partner interest in the Operating Partnerships, and TEPPCO GP holds a 0.001% general partner interest.  Texas Eastern Products Pipeline Company, LLC (the “Company” or “General Partner”), a Delaware limited liability company, serves as our general partner and owns a 2% general partner interest in us.  Through February 23, 2005, the General Partner was an indirect wholly owned subsidiary of Duke Energy Field Services, LLC (“DEFS”), a joint venture between Duke Energy Corporation (“Duke Energy”) and ConocoPhillips.  Through February 23, 2005, Duke Energy held an interest of approximately 70% in DEFS, and ConocoPhillips held the remaining interest of approximately 30%.  On February 24, 2005, the General Partner was acquired by DFI GP Holdings L.P. (formerly Enterprise GP Holdings L.P.) (“DFI”), an affiliate of EPCO, Inc. (“EPCO”), a privately held company controlled by Dan L. Duncan, for approximately $1.1 billion.  As a result of the transaction, DFI owns and controls the 2% general partner interest in us and has the right to receive the incentive distribution rights associated with the general partner interest.

 

EPCO performs all management and operating functions required for us, except for some administrative services for certain of the TEPPCO Midstream assets that are currently performed by DEFS on our behalf.  We reimburse EPCO for all reasonable direct and indirect expenses that have been incurred in managing us.  Under a transition services agreement entered into as part of the sale of the General Partner, DEFS will continue to provide some administrative services for certain of the TEPPCO Midstream assets for us for a period of time until we assume these services on our own.  In connection with us assuming the operations of these TEPPCO Midstream assets from DEFS, certain DEFS employees became employees of EPCO effective June 1, 2005.  As part of the transition services agreement, Duke Energy will continue to provide some administrative support services to us until we or EPCO assume those activities.

 

In connection with our formation in 1990, the Company received 2,500,000 Deferred Participation Interests (“DPIs”).  Effective April 1, 1994, the DPIs began participating in distributions of cash and allocations of profit and loss in a manner identical to Limited Partner Units and are treated as Limited Partner Units for purposes of this Report.  These Limited Partner Units were assigned to Duke Energy when ownership of the Company was transferred from Duke Energy to DEFS in 2000.  On February 24, 2005, DFI entered into an LP Unit Purchase and Sale Agreement with Duke Energy and purchased these 2,500,000 DPIs for approximately $100.0 million.

 

As used in this Report, “we,” “us,” “our,” the “Partnership” and “TEPPCO” mean TEPPCO Partners, L.P. and, where the context requires, include our subsidiaries.

 

The accompanying unaudited consolidated financial statements reflect all adjustments that are, in the opinion of our management, of a normal and recurring nature and necessary for a fair statement of our financial position as of June 30, 2005, and the results of our operations and cash flows for the periods presented.  The results of operations for the three months and six months ended June 30, 2005, are not necessarily indicative of results of our operations for the full year 2005.  You should read these interim financial statements in conjunction with our consolidated financial statements and notes thereto presented in the TEPPCO Partners, L.P. Annual Report on Form 10-K for the year ended December 31, 2004.  We have reclassified certain amounts from prior periods to conform to the current presentation.

 

5



 

We operate and report in three business segments: transportation and storage of refined products, liquefied petroleum gases (“LPGs”) and petrochemicals (“Downstream Segment”); gathering, transportation, marketing and storage of crude oil and distribution of lubrication oils and specialty chemicals (“Upstream Segment”); and gathering of natural gas, fractionation of natural gas liquids (“NGLs”) and transportation of NGLs (“Midstream Segment”).  Our reportable segments offer different products and services and are managed separately because each requires different business strategies.

 

Our interstate transportation operations, including rates charged to customers, are subject to regulations prescribed by the Federal Energy Regulatory Commission (“FERC”).  We refer to refined products, LPGs, petrochemicals, crude oil, NGLs and natural gas in this Report, collectively, as “petroleum products” or “products.”

 

Net Income Per Unit

 

Basic net income per Limited Partner Unit (“Unit” or “Units”) is computed by dividing our net income, after deduction of the General Partner’s interest, by the weighted average number of Units outstanding (a total of 66.6 million and 64.8 million Units for the three months and six months ended June 30, 2005, respectively, and 63.0 million Units for the three months and six months ended June 30, 2004).  The General Partner’s percentage interest in our net income is based on its percentage of cash distributions from Available Cash for each period (see Note 8. Partners’ Capital and Distributions).  The General Partner was allocated $12.6 million (representing 29.74%) and $10.9 million (representing 28.85%) of our net income for the three months ended June 30, 2005 and 2004, respectively, and $26.6 million (representing 29.27%) and $22.6 million (representing 28.85%) of our net income for the six months ended June 30, 2005 and 2004, respectively.  The General Partner’s percentage interest in our net income increases as cash distributions paid per Unit increase, in accordance with our limited partnership agreement.

 

Diluted net income per Unit equaled basic net income per Unit for each of the three-month and six-month periods ended June 30, 2005 and 2004, as there were no dilutive instruments outstanding.

 

New Accounting Pronouncements

 

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123(R), Share-Based Payment.  SFAS 123(R) requires compensation costs related to share-based payment transactions to be recognized in the financial statements.  With limited exceptions, the amount of the compensation cost is to be measured based on the grant-date fair value of the equity or liability instruments issued.  In addition, liability awards are to be re-measured each reporting period.  Compensation cost will be recognized over the period that an employee provides service in exchange for the award. SFAS 123(R) is a revision of SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure and supersedes Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees.  SFAS 123(R) is effective for public companies as of the first interim or annual reporting period of the first fiscal year beginning on or after June 15, 2005.  As such, we will adopt SFAS 123(R) in the first quarter of 2006.  Companies are permitted to adopt SFAS 123(R) prior to the extended date.  All public companies that adopted the fair-value-based method of accounting must use the modified prospective transition method and may elect to use the modified retrospective transition method.  We do not believe that the adoption of SFAS 123(R) will have a material effect on our financial position, results of operations or cash flows.

 

In November 2004, the Emerging Issues Task Force (“EITF”) reached consensus in EITF 03-13, Applying the Conditions in Paragraph 42 of FASB Statement No. 144, Accounting for Impairment or Disposal of Long-Lived Assets, in Determining Whether to Report Discontinued Operations, to clarify whether a component of an enterprise that is either disposed of or classified as held for sale qualifies for income statement presentation as discontinued

 

6



 

operations.  The FASB ratified the consensus on November 30, 2004.  The consensus is to be applied prospectively with regard to a component of an enterprise that is either disposed of or classified as held for sale in reporting periods beginning after December 15, 2004.  The consensus may be applied retrospectively for previously reported operating results related to disposal transactions initiated within an enterprise’s reporting period that included the date that this consensus was ratified. The adoption of EITF 03-13 did not have an effect on our financial position, results of operations or cash flows.

 

In March 2005, the FASB issued FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143 (“FIN 47”).  FIN 47 clarifies that the term, conditional asset retirement obligation as used in SFAS No. 143, Accounting for Asset Retirement Obligations, refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional upon a future event that may or may not be within the control of the entity.  Even though uncertainty about the timing and/or method of settlement exists and may be conditional upon a future event, the obligation to perform the asset retirement activity is unconditional.  Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated.  Uncertainty about the timing and/or method of settlement of a conditional asset retirement obligation should be factored into the measurement of the liability when sufficient information exists.  The fair value of a liability for the conditional asset retirement obligation should be recognized when incurred generally upon acquisition, construction, or development or through the normal operation of the asset.  SFAS 143 acknowledges that in some cases, sufficient information may not be available to reasonably estimate the fair value of an asset retirement obligation.  FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation.  FIN 47 is effective no later than the end of reporting periods ending after December 15, 2005.  As such, we will adopt FIN 47 in the fourth quarter of 2005.  Retrospective application for interim financial information is permitted but is not required.  Early adoption of FIN 47 is encouraged.  We do not believe that the adoption of FIN 47 will have a material effect on our financial position, results of operations or cash flows.

 

In June 2005, the EITF reached consensus in EITF 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights, to provide guidance on how general partners in a limited partnership should determine whether they control a limited partnership and therefore should consolidate it.  The EITF agreed that the presumption of general partner control would be overcome only when the limited partners have either of two types of rights. The first type, referred to as kick-out rights, is the right to dissolve or liquidate the partnership or otherwise remove the general partner without cause.  The second type, referred to as participating rights, is the right to effectively participate in significant decisions made in the ordinary course of the partnership’s business. The kick-out rights and the participating rights must be substantive in order to overcome the presumption of general partner control. The consensus is effective for general partners of all new limited partnerships formed and for existing limited partnerships for which the partnership agreements are modified subsequent to the date of FASB ratification (June 29, 2005).  The guidance in this EITF is effective for existing partnerships no later than the beginning of the first reporting period in fiscal years beginning after December 15, 2005.  We are currently evaluating what impact this EITF will have on our financial statements, but at this time, we do not believe that the adoption of this EITF will have a material effect on our financial position, results of operations or cash flows.

 

NOTE 2.  GOODWILL AND OTHER INTANGIBLE ASSETS

 

Goodwill

 

Goodwill represents the excess of purchase price over fair value of net assets acquired and is presented on the consolidated balance sheets net of accumulated amortization.  We account for goodwill under SFAS No. 142,

 

7



 

Goodwill and Other Intangible Assets, which was issued by the FASB in July 2001.  SFAS 142 prohibits amortization of goodwill and intangible assets with indefinite useful lives, but instead requires testing for impairment at least annually.  We test goodwill and intangible assets for impairment annually at December 31.

 

To perform an impairment test of goodwill, we have identified our reporting units and have determined the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units.  We then determine the fair value of each reporting unit and compare it to the carrying value of the reporting unit.  We will continue to compare the fair value of each reporting unit to its carrying value on an annual basis to determine if an impairment loss has occurred.  There have been no goodwill impairment losses recorded since the adoption of SFAS 142.

 

At June 30, 2005, and December 31, 2004, we have $16.9 million of unamortized goodwill and $25.5 million of excess investment in our equity investment in Seaway Crude Pipeline Company (equity method goodwill).  The excess investment is included in our equity investments account at June 30, 2005.  The following table presents the carrying amount of goodwill and equity method goodwill at June 30, 2005, and December 31, 2004, by business segment (in thousands):

 

 

 

Downstream
Segment

 

Midstream
Segment

 

Upstream
Segment

 

Segments
Total

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

 

$

2,777

 

$

14,167

 

$

16,944

 

Equity method goodwill

 

 

 

25,502

 

25,502

 

 

Other Intangible Assets

 

The following table reflects the components of intangible assets being amortized at June 30, 2005, and December 31, 2004 (in thousands):

 

 

 

June 30, 2005

 

December 31, 2004

 

 

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Intangible assets being amortized:

 

 

 

 

 

 

 

 

 

Gathering and transportation agreements

 

$

464,337

 

$

(103,856

)

$

464,337

 

$

(91,262

)

Fractionation agreement

 

38,000

 

(13,775

)

38,000

 

(12,825

)

Other

 

11,520

 

(2,955

)

12,262

 

(3,154

)

Total

 

$

513,857

 

$

(120,586

)

$

514,599

 

$

(107,241

)

 

SFAS 142 requires that intangible assets with finite useful lives be amortized over their respective estimated useful lives.  If an intangible asset has a finite useful life, but the precise length of that life is not known, that intangible asset shall be amortized over the best estimate of its useful life.  At a minimum, we will assess the useful lives and residual values of all intangible assets on an annual basis to determine if adjustments are required.  Amortization expense on intangible assets was $7.0 million and $8.3 million for the three months ended June 30, 2005 and 2004, respectively, and $14.1 million and $16.5 million for the six months ended June 30, 2005 and 2004, respectively.

 

The value assigned to our intangible assets for natural gas gathering contracts is amortized on a unit-of-production basis, based upon the actual throughput of the system over the expected total throughput for the lives of the contracts.  We update throughput estimates and evaluate the remaining expected useful lives of the contract assets on a quarterly basis based on the best available information.  During the fourth quarter of 2004 and the first and second quarters of 2005, certain limited production forecasts were obtained from some of the producers on the

 

8



 

Jonah Gas Gathering Company (“Jonah”) system related to future expansions of the system, and as a result, we increased our best estimate of future throughput on the Jonah system.  Revisions to these estimates may occur as additional production information is made available to us.

 

The amortization of the contracts related to the Val Verde Gas Gathering Company (“Val Verde”) assets is also amortized on a unit-of-production basis.  During the fourth quarter of 2004, certain limited production forecasts were obtained from some of the producers on the Val Verde system, and as a result, we increased our best estimate of future throughput on the Val Verde system.  Revisions to these estimates may occur as additional production information is made available to us.

 

The values assigned to our fractionation agreement and other intangible assets are generally amortized on a straight-line basis.  Our fractionation agreement with DEFS is being amortized over its contract period of 20 years.  The amortization periods for our other intangible assets, which include non-compete and other agreements, range from 3 years to 15 years.  The values assigned to our crude supply and transportation intangible customer contracts are being amortized on a unit-of-production basis.

 

At June 30, 2005, we have $33.4 million of excess investment in our equity investment in Centennial Pipeline LLC, which was created upon formation of the company.  The excess investment is included in our equity investments account at June 30, 2005.  This excess investment is accounted for as an intangible asset with an indefinite life.  We assess the intangible asset for impairment on an annual basis.

 

The following table sets forth the estimated amortization expense of intangible assets for the years ending December 31 (in thousands):

 

2005

 

$

28,417

 

2006

 

31,327

 

2007

 

33,066

 

2008

 

33,148

 

2009

 

31,115

 

 

NOTE 3. INTEREST RATE SWAPS

 

In July 2000, we entered into an interest rate swap agreement to hedge our exposure to increases in the benchmark interest rate underlying our variable rate revolving credit facility.  This interest rate swap matured in April 2004.  We designated this swap agreement, which hedged exposure to variability in expected future cash flows attributed to changes in interest rates, as a cash flow hedge.  The swap agreement was based on a notional amount of $250.0 million.  Under the swap agreement, we paid a fixed rate of interest of 6.955% and received a floating rate based on a three-month U.S. Dollar LIBOR rate.  Because this swap was designated as a cash flow hedge, the changes in fair value, to the extent the swap was effective, were recognized in other comprehensive income until the hedged interest costs were recognized in earnings.  From January 2004 through April 2004, we recognized an increase in interest expense of $2.9 million related to the difference between the fixed rate and the floating rate of interest on the interest rate swap.

 

In October 2001, TE Products entered into an interest rate swap agreement to hedge its exposure to changes in the fair value of its fixed rate 7.51% Senior Notes due 2028.  We designated this swap agreement as a fair value hedge.  The swap agreement has a notional amount of $210.0 million and matures in January 2028 to match the principal and maturity of the TE Products Senior Notes.  Under the swap agreement, TE Products pays a floating rate of interest based on a three-month U.S. Dollar LIBOR rate, plus a spread, and receives a fixed rate of interest of

 

9



 

7.51%.  During the six months ended June 30, 2005 and 2004, we recognized reductions in interest expense of $3.3 million and $5.1 million, respectively, related to the difference between the fixed rate and the floating rate of interest on the interest rate swap.  During the quarter ended June 30, 2005, we measured the hedge effectiveness of this interest rate swap and noted that no gain or loss from ineffectiveness was required to be recognized.  The fair value of this interest rate swap was a gain of approximately $7.4 million and $3.4 million at June 30, 2005, and December 31, 2004, respectively.

 

During 2002, we entered into interest rate swap agreements, designated as fair value hedges, to hedge our exposure to changes in the fair value of our fixed rate 7.625% Senior Notes due 2012.  The swap agreements had a combined notional amount of $500.0 million and matured in 2012 to match the principal and maturity of the Senior Notes.  Under the swap agreements, we paid a floating rate of interest based on a U.S. Dollar LIBOR rate, plus a spread, and received a fixed rate of interest of 7.625%.  These swap agreements were later terminated in 2002 resulting in gains of $44.9 million.  The gains realized from the swap terminations have been deferred as adjustments to the carrying value of the Senior Notes and are being amortized using the effective interest method as reductions to future interest expense over the remaining term of the Senior Notes.  At June 30, 2005, the unamortized balance of the deferred gains was $34.6 million.  In the event of early extinguishment of the Senior Notes, any remaining unamortized gains would be recognized in the consolidated statement of income at the time of extinguishment.

 

During May 2005, we executed a treasury rate lock agreement with a notional amount of $200.0 million to hedge our exposure to increases in the treasury rate that was to be used to establish the fixed interest rate for a debt offering that was proposed to occur in the second quarter of 2005.  During June 2005, the proposed debt offering was cancelled, and the treasury lock was terminated with a realized loss of $2.0 million.  The realized loss was recorded as a component of interest expense in the consolidated statements of income in June 2005.

 

NOTE 4.  ACQUISITIONS

 

Mexia Pipeline

 

On March 31, 2005, we purchased crude oil pipeline assets for $7.1 million from BP Pipelines (North America) Inc. (“BP”).  The assets include approximately 158 miles of pipeline which extend from Mexia, Texas, to the Houston, Texas, area and two stations in south Houston with connections to a BP pipeline that originates in south Houston.  We funded the purchase through borrowings under our revolving credit facility.  We allocated the purchase price to property, plant and equipment, and we accounted for the acquisition of these assets under the purchase method of accounting.  We will integrate these assets into our South Texas pipeline system, included in our Upstream Segment, which will allow us to realize synergies within our existing asset base and will provide future growth opportunities.

 

Storage and Terminaling Assets

 

On April 1, 2005, we purchased crude oil storage and terminaling assets in Cushing, Oklahoma, from Koch Supply & Trading, L.P. for $35.4 million.  The assets consist of eight storage tanks with 945,000 barrels of storage capacity, receipt and delivery manifolds, interconnections to several pipelines, crude oil inventory and approximately 70 acres of land.  We funded the purchase through borrowings under our revolving credit facility.  We allocated the purchase price to property, plant and equipment and inventory, and we accounted for the acquisition of these assets under the purchase method of accounting.  The storage and terminaling assets will complement our existing infrastructure in Cushing and strengthen our gathering and marketing business in our Upstream Segment.

 

10



 

NOTE 5.  INVENTORIES

 

Inventories are valued at the lower of cost (based on weighted average cost method) or market.  The costs of inventories did not exceed market values at June 30, 2005, and December 31, 2004.  The major components of inventories were as follows (in thousands):

 

 

 

June 30,
2005

 

December 31,
2004

 

Crude oil (1)

 

$

80,971

 

$

3,690

 

Refined products

 

1,440

 

5,665

 

LPGs

 

5,048

 

 

Lubrication oils and specialty chemicals

 

4,603

 

4,002

 

Materials and supplies

 

6,237

 

6,135

 

Other

 

188

 

29

 

Total

 

$

98,487

 

$

19,521

 

 


(1) At June 30, 2005, substantially all of our crude oil inventory was subject to forward sales contracts.

 

NOTE 6.  EQUITY INVESTMENTS

 

Through one of our indirect wholly owned subsidiaries, we own a 50% ownership interest in Seaway Crude Pipeline Company (“Seaway”).  The remaining 50% interest is owned by ConocoPhillips.  Seaway owns a pipeline that carries mostly imported crude oil from a marine terminal at Freeport, Texas, to Cushing, Oklahoma, and from a marine terminal at Texas City, Texas, to refineries in the Texas City and Houston, Texas, areas.  The Seaway Crude Pipeline Company Partnership Agreement provides for varying participation ratios throughout the life of the Seaway partnership.  From June 2002 through May 2006, we receive 60% of revenue and expense of Seaway.  Thereafter, we will receive 40% of revenue and expense of Seaway.  During the six months ended June 30, 2005 and 2004, we received distributions from Seaway of $11.7 million and $15.9 million, respectively.

 

TE Products owns a 50% ownership interest in Centennial Pipeline Company LLC (“Centennial”), and Marathon Ashland Petroleum LLC (“Marathon”) owns the remaining 50% interest. Centennial owns an interstate refined petroleum products pipeline extending from the upper Texas Gulf Coast to central Illinois.  During the six months ended June 30, 2005, TE Products has not invested any additional funds in Centennial. During the six months ended June 30, 2004, TE Products invested an additional $1.5 million in Centennial, which is included in the equity investment balance at June 30, 2005.  TE Products has not received any distributions from Centennial since its formation.

 

On January 1, 2003, TE Products and Louis Dreyfus Energy Services L.P. (“Louis Dreyfus”) formed Mont Belvieu Storage Partners, L.P. (“MB Storage”).  TE Products and Louis Dreyfus each own a 50% ownership interest in MB Storage.  MB Storage owns storage capacity at the Mont Belvieu fractionation and storage complex and a short haul transportation shuttle system that ties Mont Belvieu, Texas, to the upper Texas Gulf Coast energy marketplace.  MB Storage is a service-oriented, fee-based venture serving the fractionation, refining and petrochemical industries with transportation, terminaling and storage.  MB Storage has no commodity trading activity.  TE Products operates the facilities for MB Storage.

 

For the year ended December 31, 2005, TE Products will receive the first $1.7 million per quarter (or $6.78 million on an annual basis) of MB Storage’s income before depreciation expense, as defined in the operating agreement.  For the year ended December 31, 2004, TE Products received the first $1.8 million per quarter (or $7.15

 

11



 

million on an annual basis) of MB Storage’s income before depreciation expense.  TE Products’ share of MB Storage’s earnings is adjusted annually by the partners of MB Storage.  Any amount of MB Storage’s annual income before depreciation expense in excess of $6.78 million for 2005 and $7.15 million for 2004 is allocated evenly between TE Products and Louis Dreyfus.  Depreciation expense on assets each party originally contributed to MB Storage is allocated between TE Products and Louis Dreyfus based on the net book value of the assets contributed.  Depreciation expense on assets constructed or acquired by MB Storage subsequent to formation is allocated evenly between TE Products and Louis Dreyfus. For the six months ended June 30, 2005 and 2004, TE Products’ sharing ratio in the earnings of MB Storage was approximately 62.6% and 70.2%, respectively.  During the six months ended June 30, 2005, TE Products received distributions of $7.3 million from MB Storage and contributed $1.1 million to MB Storage.  During the six months ended June 30, 2004, TE Products received distributions of $5.0 million from MB Storage and contributed $17.2 million to MB Storage, of which $16.5 million was used to acquire storage assets in April 2004.

 

We use the equity method of accounting to account for our investments in Seaway, Centennial and MB Storage.  Summarized combined financial information for Seaway, Centennial and MB Storage for the six months ended June 30, 2005 and 2004, is presented below (in thousands):

 

 

 

Six Months Ended
June 30,

 

 

 

2005

 

2004

 

Revenues

 

$

81,046

 

$

79,890

 

Net income

 

28,191

 

33,524

 

 

Summarized combined balance sheet information for Seaway, Centennial and MB Storage as of June 30, 2005, and December 31, 2004, is presented below (in thousands):

 

 

 

June 30,
2005

 

December 31, 2004

 

Current assets

 

$

68,180

 

$

59,314

 

Noncurrent assets

 

625,532

 

633,222

 

Current liabilities

 

40,483

 

41,209

 

Long-term debt

 

140,000

 

140,000

 

Noncurrent liabilities

 

22,330

 

20,440

 

Partners’ capital

 

490,899

 

490,887

 

 

NOTE 7.  DEBT

 

Senior Notes

 

On January 27, 1998, TE Products completed the issuance of $180.0 million principal amount of 6.45% Senior Notes due 2008, and $210.0 million principal amount of 7.51% Senior Notes due 2028 (collectively the “TE Products Senior Notes”).  The 6.45% TE Products Senior Notes were issued at a discount of $0.3 million and are being accreted to their face value over the term of the notes.  The 6.45% TE Products Senior Notes due 2008 are not subject to redemption prior to January 15, 2008.  The 7.51% TE Products Senior Notes due 2028, issued at par, may be redeemed at any time after January 15, 2008, at the option of TE Products, in whole or in part, at a premium.

 

The TE Products Senior Notes do not have sinking fund requirements.  Interest on the TE Products Senior Notes is payable semiannually in arrears on January 15 and July 15 of each year.  The TE Products Senior Notes are unsecured obligations of TE Products and rank pari passu with all other unsecured and unsubordinated indebtedness

 

12



 

of TE Products.  The indenture governing the TE Products Senior Notes contains covenants, including, but not limited to, covenants limiting the creation of liens securing indebtedness and sale and leaseback transactions.  However, the indenture does not limit our ability to incur additional indebtedness.  As of June 30, 2005, TE Products was in compliance with the covenants of the TE Products Senior Notes.

 

On February 20, 2002, we completed the issuance of $500.0 million principal amount of 7.625% Senior Notes due 2012.  The 7.625% Senior Notes were issued at a discount of $2.2 million and are being accreted to their face value over the term of the notes.  The Senior Notes may be redeemed at any time at our option with the payment of accrued interest and a make-whole premium determined by discounting remaining interest and principal payments using a discount rate equal to the rate of the United States Treasury securities of comparable remaining maturity plus 35 basis points.  The indenture governing our 7.625% Senior Notes contains covenants, including, but not limited to, covenants limiting the creation of liens securing indebtedness and sale and leaseback transactions.  However, the indenture does not limit our ability to incur additional indebtedness.  As of June 30, 2005, we were in compliance with the covenants of these Senior Notes.

 

On January 30, 2003, we completed the issuance of $200.0 million principal amount of 6.125% Senior Notes due 2013.  The 6.125% Senior Notes were issued at a discount of $1.4 million and are being accreted to their face value over the term of the notes.  The Senior Notes may be redeemed at any time at our option with the payment of accrued interest and a make-whole premium determined by discounting remaining interest and principal payments using a discount rate equal to the rate of the United States Treasury securities of comparable remaining maturity plus 35 basis points.  The indenture governing our 6.125% Senior Notes contains covenants, including, but not limited to, covenants limiting the creation of liens securing indebtedness and sale and leaseback transactions.  However, the indenture does not limit our ability to incur additional indebtedness.  As of June 30, 2005, we were in compliance with the covenants of these Senior Notes.

 

The following table summarizes the estimated fair values of the Senior Notes as of June 30, 2005, and December 31, 2004 (in millions):

 

 

 

Face
Value

 

June 30,
2005

 

December 31,
2004

 

 

 

 

 

 

 

 

 

6.45% TE Products Senior Notes, due January 2008

 

$

180.0

 

$

188.5

 

$

187.1

 

7.625% Senior Notes, due February 2012

 

500.0

 

570.4

 

569.6

 

6.125% Senior Notes, due February 2013

 

200.0

 

212.0

 

210.2

 

7.51% TE Products Senior Notes, due January 2028

 

210.0

 

224.1

 

225.6

 

 

We have entered into interest rate swap agreements to hedge our exposure to changes in the fair value on a portion of the Senior Notes discussed above (see Note 3.  Interest Rate Swaps).

 

Other Long Term Debt and Credit Facilities

 

On June 27, 2003, we entered into a $550.0 million revolving credit facility with a three-year term, including the issuance of letters of credit of up to $20.0 million (“Revolving Credit Facility”).  The interest rate is based, at our option, on either the lender’s base rate plus a spread, or LIBOR plus a spread in effect at the time of the borrowings.  The credit agreement for the Revolving Credit Facility contains certain restrictive financial covenant ratios.  On October 21, 2004, we amended our Revolving Credit Facility to (i) increase the facility size to $600.0 million, (ii) extend the term to October 21, 2009, (iii) remove certain restrictive covenants, (iv) increase the available amount for the issuance of letters of credit up to $100.0 million and (v) decrease the LIBOR rate spread charged at the time of each borrowing.  On February 23, 2005, we

 

13



 

again amended our Revolving Credit Facility to remove the requirement that DEFS must at all times own, directly or indirectly, 100% of our General Partner, to allow for its acquisition by DFI (see Note 1. Organization and Basis of Presentation).  During the second quarter of 2005, we used a portion of the proceeds from equity offerings in May 2005 and June 2005 to repay a portion of the Revolving Credit Facility (see Note 8.  Partners’ Capital and Distributions).  At June 30, 2005, $278.0 million was outstanding under the Revolving Credit Facility at a weighted average interest rate of 4.3%.  At June 30, 2005, we were in compliance with the covenants of this credit agreement.

 

The following table summarizes the principal amounts outstanding under all of our credit facilities as of June 30, 2005, and December 31, 2004 (in thousands):

 

 

 

June 30,
2005

 

December 31,
2004

 

 

 

 

 

 

 

Credit Facilities:

 

 

 

 

 

Revolving Credit Facility, due October 2009

 

$

278,000

 

$

353,000

 

6.45% TE Products Senior Notes, due January 2008

 

179,922

 

179,906

 

7.625% Senior Notes, due February 2012

 

498,548

 

498,438

 

6.125% Senior Notes, due February 2013

 

198,916

 

198,845

 

7.51% TE Products Senior Notes, due January 2028

 

210,000

 

210,000

 

Total borrowings

 

1,365,386

 

1,440,189

 

Adjustment to carrying value associated with hedges of fair value

 

42,008

 

40,037

 

 

 

 

 

 

 

Total Credit Facilities

 

$

1,407,394

 

$

1,480,226

 

 

NOTE 8.  PARTNERS’ CAPITAL AND DISTRIBUTIONS

 

Equity Offering

 

On May 5, 2005, we sold in an underwritten public offering 6.1 million Units at $41.75 per Unit.  The proceeds from the offering, net of underwriting discount, totaled approximately $244.5 million.  On June 8, 2005, 865,000 Units were sold upon exercise of the underwriters’ over-allotment option granted in connection with the offering on May 5, 2005.  Proceeds from the over-allotment sale, net of underwriting discount, totaled $34.7 million.  The proceeds were used to reduce indebtedness under our Revolving Credit Facility, to fund revenue generating and system upgrade capital expenditures and for general partnership purposes.

 

Quarterly Distributions of Available Cash

 

We make quarterly cash distributions of all of our Available Cash, generally defined as consolidated cash receipts less consolidated cash disbursements and cash reserves established by the General Partner in its sole discretion.  Pursuant to the Partnership Agreement, the Company receives incremental incentive cash distributions when cash distributions exceed certain target thresholds as follows:

 

 

 

 

 

General

 

 

 

Unitholders

 

Partner

 

Quarterly Cash Distribution per Unit:

 

 

 

 

 

Up to Minimum Quarterly Distribution ($0.275 per Unit)

 

98

%

2

%

First Target – $0.276 per Unit up to $0.325 per Unit

 

85

%

15

%

Second Target – $0.326 per Unit up to $0.45 per Unit

 

75

%

25

%

Over Second Target – Cash distributions greater than $0.45 per Unit

 

50

%

50

%

 

The following table reflects the allocation of total distributions paid during the six months ended June 30, 2005 and 2004 (in thousands, except per Unit amounts):

 

14



 

 

 

Six Months Ended
June 30,

 

 

 

2005

 

2004

 

Limited Partner Units

 

$

83,473

 

$

82,686

 

General Partner Ownership Interest

 

1,703

 

1,687

 

General Partner Incentive

 

32,140

 

31,368

 

Total Cash Distributions Paid

 

$

117,316

 

$

115,741

 

Total Cash Distributions Paid Per Unit

 

$

1.325

 

$

1.3125

 

 

On August 5, 2005, we will pay a cash distribution of $0.675 per Unit for the quarter ended June 30, 2005.  The second quarter 2005 cash distribution will total $66.9 million.

 

General Partner’s Interest

 

As of June 30, 2005, and December 31, 2004, we had deficit balances of $40.3 million and $33.0 million, respectively, in our General Partner’s equity account.  These negative balances do not represent assets to us and do not represent obligations of the General Partner to contribute cash or other property to us.  The General Partner’s equity account generally consists of its cumulative share of our net income less cash distributions made to it plus capital contributions that it has made to us (see our Consolidated Statement of Partners’ Capital for a detail of the General Partner’s equity account).  For the six months ended June 30, 2005, the General Partner was allocated $26.6 million (representing 29.27%) of our net income and received $33.8 million in cash distributions.

 

Capital Accounts, as defined under our Partnership Agreement, are maintained for our General Partner and our limited partners.  The Capital Account provisions of our Partnership Agreement incorporate principles established for U.S. federal income tax purposes and are not comparable to the equity accounts reflected under accounting principles generally accepted in the United States in our financial statements.  Under our Partnership Agreement, the General Partner is required to make additional capital contributions to us upon the issuance of any additional Units if necessary to maintain a Capital Account balance equal to 1.999999% of the total Capital Accounts of all partners.  At June 30, 2005, and December 31, 2004, the General Partner’s Capital Account balance substantially exceeded this requirement.

 

Net income is allocated between the General Partner and the limited partners in the same proportion as aggregate cash distributions made to the General Partner and the limited partners during the period.  This is generally consistent with the manner of allocating net income under our Partnership Agreement.  Net income determined under our Partnership Agreement, however, incorporates principles established for U.S. federal income tax purposes and is not comparable to net income reflected under accounting principles generally accepted in the United States in our financial statements.

 

Cash distributions that we make during a period may exceed our net income for the period.  We make quarterly cash distributions of all of our Available Cash, generally defined as consolidated cash receipts less consolidated cash disbursements and cash reserves established by the General Partner in its sole discretion.  Cash distributions in excess of net income allocations and capital contributions during the year ended December 31, 2004, and the six months ended June 30, 2005, resulted in deficits in the General Partner’s equity account at December 31, 2004, and June 30, 2005.  Future cash distributions that exceed net income will result in an increase in the deficit balance in the General Partner’s equity account.

 

According to the Partnership Agreement, in the event of our dissolution, after satisfying our liabilities, our remaining assets would be divided among our limited partners and the General Partner generally in the same

 

15



 

proportion as Available Cash but calculated on a cumulative basis over the life of the Partnership.  If a deficit balance still remains in the General Partner’s equity account after all allocations are made between the partners, the General Partner would not be required to make whole any such deficit.

 

NOTE 9. EMPLOYEE BENEFIT PLANS

 

Retirement Plans

 

The TEPPCO Retirement Cash Balance Plan (“TEPPCO RCBP”) is a non-contributory, trustee-administered pension plan.  In addition, the TEPPCO Supplemental Benefit Plan (“TEPPCO SBP”) is a non-contributory, nonqualified, defined benefit retirement plan, in which certain executive officers participate.  The TEPPCO SBP was established to restore benefit reductions caused by the maximum benefit limitations that apply to qualified plans.  The benefit formula for all eligible employees is a cash balance formula.  Under a cash balance formula, a plan participant accumulates a retirement benefit based upon pay credits and current interest credits.  The pay credits are based on a participant’s salary, age and service.  We use a December 31 measurement date for these plans.

 

On May 27, 2005, the TEPPCO RCBP and the TEPPCO SBP were amended.  Effective May 31, 2005, participation in the TEPPCO RCBP was frozen and no new participants were eligible to be covered by the plan after that date.  Effective December 31, 2005, all plan benefits accrued will be frozen and participants will not receive additional pay credits after that date.  In addition, all plan participants will be 100% vested regardless of their years of service.  Effective January 1, 2006, the TEPPCO RCBP plan will be terminated and plan participants will receive lump sum benefit payments in 2006.  Participants in the TEPPCO SBP will receive pay credits through November 30, 2005, and will receive lump sum benefit payments in December 2005.  Both lump sum benefit payments are discussed below.

 

In June 2005, we recorded a curtailment charge of $0.1 million in accordance with SFAS No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, as a result of the TEPPCO RCBP and TEPPCO SBP amendments.  As of May 31, 2005, the following assumptions were changed for purposes of determining the net periodic benefit costs for the remainder of 2005: the discount rate, the long-term rate of return on plan assets, and the assumed mortality table.  The discount rate was decreased from 5.75% to 5.00% to reflect rates of returns on bonds currently available to settle the liability.  The expected long-term rate of return on plan assets was changed from 8% to 2% due to the movement of plan funds from equity investments into short-term money market funds.  The mortality table was changed to reflect overall improvements in mortality experienced by the general population.  The curtailment charge arose due to the accelerated recognition of the unrecognized prior service costs.  We expect to record additional settlement charges of approximately $0.2 million in the fourth quarter of 2005 relating to the TEPPCO SBP and approximately $3.2 million in 2006 relating to the TEPPCO RCBP for any existing unrecognized losses upon the plan termination and final distribution of the assets to the plan participants.

 

The components of net pension benefits costs for the TEPPCO RCBP and the TEPPCO SBP for the three months and six months ended June 30, 2005 and 2004, were as follows (in thousands):

 

16



 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

Service cost benefit earned during the period

 

$

1,069

 

$

913

 

$

2,099

 

$

1,826

 

Interest cost on projected benefit obligation

 

234

 

180

 

468

 

360

 

Expected return on plan assets

 

(223

)

(220

)

(520

)

(440

)

Amortization of prior service cost

 

1

 

2

 

3

 

4

 

Recognized net actuarial loss

 

30

 

14

 

56

 

28

 

SFAS 88 curtailment charge

 

50

 

 

50

 

 

Net pension benefits costs

 

$

1,161

 

$

889

 

$

2,156

 

$

1,778

 

 

Other Postretirement Benefits

 

We provide certain health care and life insurance benefits for retired employees on a contributory and non-contributory basis (“TEPPCO OPB”).  Employees become eligible for these benefits if they meet certain age and service requirements at retirement, as defined in the plans.  We provide a fixed dollar contribution, which does not increase from year to year, towards retired employee medical costs.  The retiree pays all health care cost increases due to medical inflation.  We use a December 31 measurement date for this plan.

 

In May 2005, benefits provided to employees under the TEPPCO OPB were changed.  Employees eligible for these benefits will receive them through December 31, 2005, however, effective January 1, 2006, these benefits will be terminated.  In June 2005, as a result of this change in benefits and in accordance with SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions, we recorded a curtailment credit of approximately $2.6 million in our accumulated postretirement obligation, partially offset by a curtailment charge of approximately $1.0 million related to the accelerated recognition of the unrecognized prior service costs.  The net effect of these curtailment adjustments was to reduce our accumulated postretirement obligation to the total of the expected remaining 2005 payments under the TEPPCO OPB.

 

The components of net postretirement benefits cost for the TEPPCO OPB for the three and six months ended June 30, 2005 and 2004, were as follows (in thousands):

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

Service cost benefit earned during the period

 

$

32

 

$

41

 

$

81

 

$

82

 

Interest cost on accumulated postretirement benefit obligation

 

28

 

38

 

69

 

76

 

Amortization of prior service cost

 

21

 

32

 

53

 

64

 

Recognized net actuarial loss

 

2

 

 

4

 

 

SFAS 106 curtailment credit

 

(1,676

)

 

(1,676

)

 

Net postretirement benefits costs

 

$

(1,593

)

$

111

 

$

(1,469

)

$

222

 

 

Effective June 1, 2005, the payroll functions performed by DEFS for our General Partner were transferred from DEFS to EPCO.  For those employees who were receiving certain other postretirement benefits at the time of the acquisition of our General Partner by DFI, DEFS will continue to provide these benefits to those employees.  Effective June 1, 2005, EPCO began providing certain other postretirement benefits to those employees who became eligible for the benefits after June 1, 2005, and will charge those benefit related costs to us.  As a result of these changes, we recorded a $1.2 million reduction in our other postretirement obligation in June 2005.

 

17



 

Estimated Future Benefit Contributions

 

We expect to contribute approximately $1.1 million to our retirement plans and other postretirement benefit plans in 2005.

 

NOTE 10. SEGMENT INFORMATION

 

We have three reporting segments:

 

                  transportation and storage of refined products, LPGs and petrochemicals, which operates as the Downstream Segment;

 

                  gathering, transportation, marketing and storage of crude oil and distribution of lubrication oils and specialty chemicals, which operates as the Upstream Segment; and

 

                  gathering of natural gas, fractionation of NGLs and transportation of NGLs, which operates as the Midstream Segment.

 

The amounts indicated below as “Partnership and Other” relate primarily to intersegment eliminations and assets that we hold that have not been allocated to any of our reporting segments.

 

Our Downstream Segment revenues are earned from transportation and storage of refined products and LPGs, intrastate transportation of petrochemicals, sale of product inventory and other ancillary services. The two largest operating expense items of the Downstream Segment are labor and electric power.  We generally realize higher revenues during the first and fourth quarters of each year since our operations are somewhat seasonal. Refined products volumes are generally higher during the second and third quarters because of greater demand for gasolines during the spring and summer driving seasons. LPGs volumes are generally higher from November through March due to higher demand in the Northeast for propane, a major fuel for residential heating.  Our Downstream Segment also includes the results of operations of the northern portion of the Dean Pipeline, which transports refinery grade propylene from Mont Belvieu to Point Comfort, Texas.  Our Downstream Segment also includes our equity investments in Centennial and MB Storage (see Note 6.  Equity Investments).

 

Our Upstream Segment revenues are earned from gathering, transportation, marketing and storage of crude oil and distribution of lubrication oils and specialty chemicals, principally in Oklahoma, Texas, New Mexico and the Rocky Mountain region.  Marketing operations consist primarily of aggregating purchased crude oil along our pipeline systems, or from third party pipeline systems, and arranging the necessary transportation logistics for the ultimate sale of the crude oil to local refineries, marketers or other end users.  Our Upstream Segment also includes our equity investment in Seaway (see Note 6. Equity Investments).  Seaway consists of large diameter pipelines that transport crude oil from Seaway’s marine terminals on the U.S. Gulf Coast to Cushing, Oklahoma, a crude oil distribution point for the central United States, and to refineries in the Texas City and Houston areas.

 

 Our Midstream Segment revenues are earned from the fractionation of NGLs in Colorado, transportation of NGLs from two trunkline NGL pipelines in South Texas, two NGL pipelines in East Texas and a pipeline system (Chaparral) from West Texas and New Mexico to Mont Belvieu; the gathering of natural gas in the Green River Basin in southwestern Wyoming, through Jonah, and the gathering of coal bed methane (“CBM”) and conventional natural gas in the San Juan Basin in New Mexico and Colorado, through Val Verde.

 

The table below includes financial information by reporting segment for the three months and six months ended June 30, 2005 and 2004 (in thousands):

 

18



 

 

 

Three Months Ended June 30, 2005

 

 

 

Downstream
Segment

 

Upstream
Segment

 

Midstream
Segment

 

Segments
Total

 

Partnership
and Other

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of petroleum products

 

$

 

$

1,961,302

 

$

2,315

 

$

1,963,617

 

$

 

$

1,963,617

 

Operating revenues

 

63,438

 

11,698

 

52,336

 

127,472

 

(709

)

126,763

 

Purchases of petroleum products

 

 

1,942,599

 

1,806

 

1,944,405

 

(709

)

1,943,696

 

Operating expenses, including power

 

38,680

 

15,214

 

11,903

 

65,797

 

 

65,797

 

Depreciation and amortization expense

 

9,801

 

3,651

 

12,840

 

26,292

 

 

26,292

 

Gains on sales of assets

 

(15

)

(53

)

 

(68

)

 

(68

)

Operating income

 

14,972

 

11,589

 

28,102

 

54,663

 

 

54,663

 

Equity earnings

 

892

 

8,170

 

 

9,062

 

 

9,062

 

Other income, net

 

121

 

(46

)

60

 

135

 

 

135

 

Earnings before interest

 

$

15,985

 

$

19,713

 

$

28,162

 

$

63,860

 

$

 

$

63,860

 

 

 

 

Three Months Ended June 30, 2004

 

 

 

Downstream
Segment

 

Upstream
Segment

 

Midstream
Segment

 

Segments
Total

 

Partnership
and Other

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of petroleum products

 

$

 

$

1,231,019

 

$

1,788

 

$

1,232,807

 

$

 

$

1,232,807

 

Operating revenues

 

62,364

 

11,841

 

48,216

 

122,421

 

(664

)

121,757

 

Purchases of petroleum products

 

 

1,216,307

 

1,669

 

1,217,976

 

(664

)

1,217,312

 

Operating expenses, including power

 

38,551

 

15,050

 

14,905

 

68,506

 

 

68,506

 

Depreciation and amortization expense

 

9,211

 

3,045

 

14,155

 

26,411

 

 

26,411

 

Gains on sales of assets

 

(17

)

(49

)

 

(66

)

 

(66

)

Operating income

 

14,619

 

8,507

 

19,275

 

42,401

 

 

42,401

 

Equity earnings (losses)

 

(509

)

12,091

 

 

11,582

 

 

11,582

 

Other income, net

 

173

 

51

 

16

 

240

 

 

240

 

Earnings before interest

 

$

14,283

 

$

20,649

 

$

19,291

 

$

54,223

 

$

 

$

54,223

 

 

19



 

 

 

Six Months Ended June 30, 2005

 

 

 

Downstream
Segment

 

Upstream
Segment

 

Midstream
Segment

 

Segments
Total

 

Partnership
and Other

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of petroleum products

 

$

 

$

3,346,369

 

$

4,457

 

$

3,350,826

 

$

 

$

3,350,826

 

Operating revenues

 

141,605

 

23,411

 

103,192

 

268,208

 

(2,049

)

266,159

 

Purchases of petroleum products

 

 

3,315,029

 

3,176

 

3,318,205

 

(2,049

)

3,316,156

 

Operating expenses, including power

 

75,866

 

30,659

 

25,796

 

132,321

 

 

132,321

 

Depreciation and amortization expense

 

19,362

 

7,152

 

25,541

 

52,055

 

 

52,055

 

Gains on sales of assets

 

(107

)

(52

)

(407

)

(566

)

 

(566

)

Operating income

 

46,484

 

16,992

 

53,543

 

117,019

 

 

117,019

 

Equity earnings

 

50

 

14,258

 

 

14,308

 

 

14,308

 

Other income, net

 

270

 

29

 

102

 

401

 

 

401

 

Earnings before interest

 

$

46,804

 

$

31,279

 

$

53,645

 

$

131,728

 

$

 

$

131,728

 

 

 

 

Six Months Ended June 30, 2004

 

 

 

Downstream
Segment

 

Upstream
Segment

 

Midstream
Segment

 

Segments
Total

 

Partnership
and Other

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of petroleum products

 

$

 

$

2,411,786

 

$

3,134

 

$

2,414,920

 

$

 

$

2,414,920

 

Operating revenues

 

137,173

 

25,564

 

97,033

 

259,770

 

(2,065

)

257,705

 

Purchases of petroleum products

 

 

2,383,732

 

2,986

 

2,386,718

 

(2,065

)

2,384,653

 

Operating expenses, including power

 

78,601

 

29,076

 

29,886

 

137,563

 

 

137,563

 

Depreciation and amortization expense

 

18,288

 

6,113

 

29,830

 

54,231

 

 

54,231

 

Gains on sales of assets

 

(17

)

(107

)

 

(124

)

 

(124

)

Operating income

 

40,301

 

18,536

 

37,465

 

96,302

 

 

96,302

 

Equity earnings (losses)

 

(1,747

)

18,980

 

 

17,233

 

 

17,233

 

Other income, net

 

445

 

197

 

74

 

716

 

 

716

 

Earnings before interest

 

$

38,999

 

$

37,713

 

$

37,539

 

$

114,251

 

$

 

$

114,251

 

 

20



 

The following table shows total assets and capital expenditures for each segment as of and for the periods ended June 30, 2005, and December 31, 2004 (in thousands):

 

 

 

Downstream Segment

 

Upstream Segment

 

Midstream Segment

 

Segments
Total

 

Partnership and Other

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2005:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

971,980

 

$

1,321,018

 

$

1,213,233

 

$

3,506,231

 

$

(25,755

)

$

3,480,476

 

Capital expenditures

 

27,322

 

19,746

 

35,383

 

82,451

 

512

 

82,963

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2004:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

968,993

 

$

1,070,477

 

$

1,184,184

 

$

3,223,654

 

$

(25,949

)

$

3,197,705

 

Capital expenditures

 

80,930

 

37,448

 

45,075

 

163,453

 

694

 

164,147

 

 

The following table reconciles the segments’ total earnings before interest to consolidated net income for the three months and six months ended June 30, 2005 and 2004 (in thousands):

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

Earnings before interest

 

$

63,860

 

$

54,223

 

$

131,728

 

$

114,251

 

Interest expense – net

 

(21,627

)

(16,464

)

(40,914

)

(36,059

)

Net income

 

$

42,233

 

$

37,759

 

$

90,814

 

$

78,192

 

 

NOTE 11.  COMMITMENTS AND CONTINGENCIES

 

In the fall of 1999 and on December 1, 2000, the General Partner and the Partnership were named as defendants in two separate lawsuits in Jackson County Circuit Court, Jackson County, Indiana, styled Ryan E. McCleery and Marcia S. McCleery, et al. v. Texas Eastern Corporation, et al. (including the General Partner and Partnership) and Gilbert Richards and Jean Richards v. Texas Eastern Corporation, et al. (including the General Partner and Partnership).  In both cases, the plaintiffs contend, among other things, that we and other defendants stored and disposed of toxic and hazardous substances and hazardous wastes in a manner that caused the materials to be released into the air, soil and water.  They further contend that the release caused damages to the plaintiffs.  In their complaints, the plaintiffs allege strict liability for both personal injury and property damage together with gross negligence, continuing nuisance, trespass, criminal mischief and loss of consortium. The plaintiffs are seeking compensatory, punitive and treble damages.  On January 27, 2005, we entered into Release and Settlement Agreements with the McCleery plaintiffs and the Richards plaintiffs dismissing all of these plaintiffs’ claims.  The settlement terms included a $2.0 million payment to the plaintiffs, which was accrued at December 31, 2004.

 

Although we did not settle with all plaintiffs and we therefore remain named parties in the Ryan E. McCleery and Marcia S. McCleery, et al. v. Texas Eastern Corporation, et al. action, a co-defendant has agreed to indemnify us for all remaining claims asserted against us.  Consequently, we do not believe that the outcome of these remaining claims will have a material adverse effect on our financial position, results of operations or cash flows.

 

On December 21, 2001, TE Products was named as a defendant in a lawsuit in the 10th Judicial District, Natchitoches Parish, Louisiana, styled Rebecca L. Grisham et al. v.  TE Products Pipeline Company, Limited Partnership.  In this case, the plaintiffs contend that our pipeline, which crosses the plaintiffs’ property, leaked toxic products onto their property and, consequently caused damages to them.  We have filed an answer to the plaintiffs’

 

21



 

petition denying the allegations, and we are defending ourselves vigorously against the lawsuit.  The plaintiffs have not stipulated the amount of damages they are seeking in the suit; however, this case is covered by insurance.  We do not believe that the outcome of this lawsuit will have a material adverse effect on our financial position, results of operations or cash flows.

 

In May 2003, the General Partner was named as a defendant in a lawsuit styled John R. James, et al. v. J Graves Insulation Company, et al. as filed in the first Judicial District Court, Caddo Parish, Louisiana.  There are numerous plaintiffs identified in the action that are alleged to have suffered damages as a result of alleged exposure to asbestos-containing products and materials.  According to the petition and as a result of a preliminary investigation, the General Partner believes that the only claim asserted against it results from one individual for the period from July 1971 through June 1972, who is alleged to have worked on a facility owned by the General Partner’s predecessor.  This period represents a small portion of the total alleged exposure period from January 1964 through December 2001 for this individual.  The individual’s claims involve numerous employers and alleged job sites.  The General Partner has been unable to confirm involvement by the General Partner or its predecessors with the alleged location, and it is uncertain at this time whether this case is covered by insurance. Discovery is planned, and the General Partner intends to defend itself vigorously against this lawsuit.  The plaintiffs have not stipulated the amount of damages that they are seeking in this suit.  We are obligated to reimburse the General Partner for any costs it incurs related to this lawsuit.  We cannot estimate the loss, if any, associated with this pending lawsuit.  We do not believe that the outcome of this lawsuit will have a material adverse effect on our financial position, results of operations or cash flows.

 

On April 2, 2003, Centennial was served with a petition in a matter styled Adams, et al. v. Centennial Pipeline Company LLC, et al.  This matter involves approximately 2,000 plaintiffs who allege that over 200 defendants, including Centennial, generated, transported, and/or disposed of hazardous and toxic waste at two sites in Bayou Sorrell, Louisiana, an underground injection well and a landfill.  The plaintiffs allege personal injuries, allergies, birth defects, cancer and death.  The underground injection well has been in operation since May 1976.  Based upon current information, Centennial appears to be a de minimis contributor, having used the disposal site during the two month time period of December 2001 to January 2002.  Marathon has been handling this matter for Centennial under its operating agreement with Centennial.  TE Products has a 50% ownership interest in Centennial.  On November 30, 2004, the court approved a class settlement, which included an $80,000 payment by Centennial.  The time period for parties to appeal this settlement expired in March 2005, and the class settlement became final.  The terms of the settlement did not have a material adverse effect on our financial position, results of operations or cash flows.

 

On February 4, 2005, we received a letter notifying us of a claim for approximately $1.45 million in damages allegedly due to a shipper being delivered off-specification gasoline during November 2004.  We are contesting liability for this matter, and to the extent there may be liability, we would seek reimbursement from the third party refiner who supplied the gasoline into our pipeline system.  We do not believe that the outcome of this matter will have a future material adverse effect on our financial position, results of operations or cash flows.

 

On February 7, 2005, we received a letter from BP Amoco’s counsel placing us on notice of a lawsuit filed by ConocoPhillips against BP Amoco Seaway Products Pipeline Company.  Pursuant to provisions of the Amended and Restated Purchase Agreement dated May 10, 2000, between us and ARCO Pipe Line Company (BP Amoco), BP Amoco requested indemnity should BP Amoco have any liability to ConocoPhillips.  The litigation arises out of an income tax liability alleged by ConocoPhillips due to a partnership merger.  The plaintiff estimates the income tax liability to be $3,964,788.  We have requested information from BP Amoco that will allow us to assess liability, if any, that we may have in this matter.  We do not believe that the outcome of this lawsuit will have a future material adverse effect on our financial position, results of operations or cash flows.

 

22



 

In addition to the litigation discussed above, we have been, in the ordinary course of business, a defendant in various lawsuits and a party to various other legal proceedings, some of which are covered in whole or in part by insurance. We believe that the outcome of these lawsuits and other proceedings will not individually or in the aggregate have a future material adverse effect on our consolidated financial position, results of operations or cash flows.

 

Our operations are subject to federal, state and local laws and regulations governing the discharge of materials into the environment. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, imposition of injunctions delaying or prohibiting certain activities and the need to perform investigatory and remedial activities.  Although we believe our operations are in material compliance with applicable environmental laws and regulations, risks of significant costs and liabilities are inherent in pipeline operations, and we cannot assure you that significant costs and liabilities will not be incurred. Moreover, it is possible that other developments, such as increasingly strict environmental laws and regulations and enforcement policies thereunder, and claims for damages to property or persons resulting from our operations, could result in substantial costs and liabilities to us.  We believe that changes in environmental laws and regulations will not have a material adverse effect on our financial position, results of operations or cash flows in the near term.

 

On March 26, 2004, an initial decision in ARCO Products Co., et al. v. SFPP, Docket OR96-2-000, et al. was issued by the FERC, which made several significant determinations with respect to finding “changed circumstances” under the Energy Policy Act of 1992 (“EP Act”).  The decision largely clarifies, but does not fully quantify, the standard required for a complainant to demonstrate that an oil pipeline’s rates are no longer subject to the rate protection of the EP Act by demonstrating that a substantial change in circumstances has occurred since 1992 with respect to the basis of the rates being challenged.  In the decision, the FERC found that a limited number of rate elements will significantly affect the economic basis for a pipeline company’s rates.  The elements identified in the decision are volume changes, allowed total return and total cost-of-service (including major cost elements such as rate base, tax rates and tax allowances, among others).  The FERC did reject, however, the use of changes in tax rates and income tax allowances as standalone factors.  Judicial review of that decision, which has been sought by a number of parties to the case, is currently pending before the U.S. Court of Appeals for the District of Columbia Circuit.  We have not yet determined the impact, if any, that the decision, if it is ultimately upheld, would have on our rates if they were reviewed under the criteria of this decision.

 

On July 20, 2004, the District of Columbia Circuit issued an opinion in BP West Coast Products LLC v. FERC.  In reviewing a series of orders involving SFPP, L.P., the court held among other things that the FERC had not adequately justified its policy of providing an oil pipeline limited partnership with an income tax allowance equal to the proportion of its income attributable to partnership interests owned by corporate partners.  Under the FERC’s initial ruling, SFPP, L.P. was permitted an income tax allowance on its cost-of-service filing for the percentage of its net operating (pre-tax) income attributable to partnership units held by corporations, and was denied an income tax allowance equal to the percentage attributable to partnership units held by non-corporate partners.  The court remanded the case back to the FERC for further review.  As a result of the court’s remand, on December 2, 2004, the FERC issued a Request for Comments seeking comments on whether the court’s ruling applies only to the specific facts of the SFPP, L.P. proceeding or also extends to other capital structures involving partnerships and other forms of ownership.  On May 4, 2005, the FERC issued its Policy Statement on Income Tax Allowances, which permits regulated partnerships, limited liability companies and other pass-through entities an income tax allowance on their income attributable to any owner that has an actual or potential income tax liability on that income, regardless whether the owner is an individual or corporation.  If there is more than one level of pass-through entities, the regulated company income must be traced to where the ultimate tax liability lies.  The Policy Statement is to be applied in individual cases, and the regulated entity bears the burden of proof to establish the tax status of its owners.  On June 1, 2005, the FERC issued an Order on Remand in the SFPP, L.P. proceedings holding the Policy Statement would apply in that case and requesting briefs on whether additional evidence was necessary to apply it.  Briefs have

 

23



 

been filed but the FERC has not yet acted on them.  The ultimate outcome of the FERC’s inquiry on income tax allowance should not affect our current rates and rate structure because our rates are not based on cost-of-service methodology.  However, the outcome of the income tax allowance would become relevant to us should we (i) elect in the future to use cost-of-service to support our rates, or (ii) be required to use such methodology to defend our indexed rates.

 

In 1994, the Louisiana Department of Environmental Quality (“LDEQ”) issued a compliance order for environmental contamination at our Arcadia, Louisiana facility.  In 1999, our Arcadia facility and adjacent terminals were directed by the Remediation Services Division of the LDEQ to pursue remediation of this contamination.  At June 30, 2005, we have an accrued liability of $0.2 million for remediation costs at our Arcadia facility.  Effective March 2004, we executed an access agreement with an adjacent industrial landowner who is located upgradient of the Arcadia facility.  This agreement enables the landowner to proceed with remediation activities at our Arcadia facility for which it has accepted shared responsibility.  We do not expect that the completion of the remediation program proposed to the LDEQ will have a future material adverse effect on our financial position, results of operations or cash flows.

 

On March 17, 2003, we experienced a release of 511 barrels of jet fuel from a storage tank at our Blue Island terminal located in Cook County, Illinois.  As a result of the release, we have entered into an Agreed Order with the State of Illinois, which required us to conduct an environmental investigation.  At this time, we have complied with the terms of the Agreed Order, and the results of the environmental investigation indicated there were no soil or groundwater impacts from the release.  We are in the process of negotiating a final settlement with the State of Illinois, and we do not expect that compliance with the settlement will have a future material adverse effect on our financial position, results of operations or cash flows.

 

On July 22, 2004, we experienced a release of approximately 12 barrels of jet fuel from a sump at our Lebanon, Ohio, terminal.  The released jet fuel was contained within a storm water retention pond located on the terminal property.  Six migratory waterfowl were affected by the jet fuel and were subsequently euthanized by or at the request of the United States Fish and Wildlife Service (“USFWS”).  On October 1, 2004, the USFWS served us with a Notice of Violation, alleging that we violated 16 USC 703 of the Migratory Bird Treaty Act for the “take[ing] of migratory birds by illegal methods.”  On February 7, 2005, we entered into a Memorandum of Understanding (“MOU”) with the USFWS, and on June 23, 2005, we notified the USFWS that we had completed all requirements under the MOU, thus terminating the agreement and settling all aspects of this matter. The terms of this settlement did not have a material effect on our financial position, results of operations or cash flows.

 

On July 27, 2004, we received notice from the United States Department of Justice (“DOJ”) of its intent to seek a civil penalty against us related to our November 21, 2001, release of approximately 2,575 barrels of jet fuel from our 14-inch diameter pipeline located in Orange County, Texas.  The DOJ, at the request of the Environmental Protection Agency, is seeking a civil penalty against us for alleged violations of the Clean Water Act (“CWA”) arising out of this release.  The maximum statutory penalty calculated for this alleged violation of the CWA is $2.8 million.  We are in discussions with the DOJ regarding this matter and have responded to its request for additional information.  We do not expect a civil penalty, if any, to have a material adverse effect on our financial position, results of operations or cash flows.

 

At June 30, 2005, we have an accrued liability of $4.1 million related to various TCTM and TE Products sites requiring environmental remediation activities.  We do not expect that the completion of remediation programs associated with TCTM and TE Products activities will have a future material adverse effect on our financial position, results of operations or cash flows.

 

24



 

Centennial entered into credit facilities totaling $150.0 million, and as of June 30, 2005, $150.0 million was outstanding under those credit facilities.  The proceeds were used to fund construction and conversion costs of its pipeline system.  TE Products and Marathon have each guaranteed one-half of Centennial’s debt, up to a maximum amount of $75.0 million each.

 

On February 24, 2005, the General Partner was acquired from DEFS by DFI.  The General Partner owns a 2% general partner interest in us and is the general partner of the Partnership.  On March 11, 2005, the Bureau of Competition of the Federal Trade Commission (“FTC”) delivered written notice to DFI’s legal advisor that it was conducting a non-public investigation to determine whether DFI’s acquisition of the General Partner may substantially lessen competition.  The FTC has contacted the General Partner requesting data.  The General Partner intends to cooperate fully with any such investigations and inquiries requested by the FTC or any other regulatory authorities.

 

NOTE 12. COMPREHENSIVE INCOME

 

SFAS No. 130, Reporting Comprehensive Income requires certain items such as foreign currency translation adjustments, minimum pension liability adjustments and unrealized gains and losses on certain investments to be reported in a financial statement.  As of and for the six months ended June 30, 2004, the components of comprehensive income were due to the interest rate swap related to our variable rate revolving credit facility, which was designated as a cash flow hedge.  The interest rate swap matured in April 2004.  While the interest rate swap was in effect, changes in the fair value of the cash flow hedge, to the extent the hedge was effective, were recognized in other comprehensive income until the hedge interest costs were recognized in net income.  All other comprehensive income was recognized in net income during the six months ended June 30, 2004.

 

The table below reconciles reported net income to total comprehensive income for the three months and six months ended June 30, 2005 and 2004 (in thousands):

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

Net income

 

$

42,233

 

$

37,759

 

$

90,814

 

$

78,192

 

Net income on cash flow hedge

 

 

220

 

 

2,902

 

Total comprehensive income

 

$

42,233

 

$

37,979

 

$

90,814

 

$

81,094

 

 

The accumulated balance of other comprehensive loss related to our cash flow hedge is as follows (in thousands):

 

Balance at December 31, 2003

 

$

(2,902

)

Transferred to earnings

 

2,939

 

Change in fair value of cash flow hedge

 

(37

)

Balance at December 31, 2004

 

$

 

 

NOTE 13.  SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

 

Our significant operating subsidiaries, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P., Jonah Gas Gathering Company and Val Verde Gas Gathering Company, L.P., have issued unconditional guarantees of our debt securities.  The guarantees are full, unconditional, and joint and several.  TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P.,

 

25



 

Jonah Gas Gathering Company and Val Verde Gas Gathering Company, L.P. are collectively referred to as the “Guarantor Subsidiaries.”

 

The following supplemental condensed consolidating financial information reflects our separate accounts, the combined accounts of the Guarantor Subsidiaries, the combined accounts of our other non-guarantor subsidiaries, the combined consolidating adjustments and eliminations and our consolidated accounts for the dates and periods indicated.  For purposes of the following consolidating information, our investments in our subsidiaries and the Guarantor Subsidiaries’ investments in their subsidiaries are accounted for under the equity method of accounting.                       

 

26



 

 

 

June 30, 2005

 

 

 

TEPPCO
Partners, L.P.

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

TEPPCO
Partners, L.P.
Consolidated

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

$

36,236

 

$

70,843

 

$

794,408

 

$

(52,885

)

$

848,602

 

Property, plant and equipment – net

 

 

1,250,727

 

539,139

 

 

1,789,866

 

Equity investments

 

1,273,806

 

478,751

 

206,639

 

(1,586,149

)

373,047

 

Intercompany notes receivable

 

1,007,646

 

 

 

(1,007,646

)

 

Intangible assets

 

 

360,049

 

33,222

 

 

393,271

 

Other assets

 

5,487

 

25,561

 

44,642

 

 

75,690

 

Total assets

 

$

2,323,175

 

$

2,185,931

 

$

1,618,050

 

$

(2,646,680

)

$

3,480,476

 

Liabilities and partners’ capital

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

$

37,913

 

$

118,669

 

$

682,878

 

$

(52,885

)

$

786,575

 

Long-term debt

 

1,010,024

 

397,370

 

 

 

1,407,394

 

Intercompany notes payable

 

 

496,282

 

511,365

 

(1,007,647

)

 

Other long term liabilities

 

1,460

 

9,759

 

1,510

 

 

12,729

 

Total partners’ capital

 

1,273,778

 

1,163,851

 

422,297

 

(1,586,148

)

1,273,778

 

Total liabilities and partners’ capital