<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 1-14569
PLAINS ALL AMERICAN PIPELINE, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0582150
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
500 DALLAS STREET
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(713) 654-1414
(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
---- ----
At November 11, 2000, there were outstanding 23,049,239 Common Units, 1,307,190
Class B Common Units and 10,029,619 Subordinated Units.
<PAGE>
PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets:
September 30, 2000 and December 31, 1999.......................... 3
Consolidated Statements of Operations:
For the three and nine months ended September 30, 2000 and 1999... 4
Consolidated Statements of Cash Flows:
For the nine months ended September 30, 2000 and 1999............. 5
Consolidated Statement of Partners' Capital:
For the nine months ended September 30, 2000...................... 6
Notes to Consolidated Financial Statements............................. 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS............................... 13
PART II. OTHER INFORMATION............................................. 23
2
<PAGE>
PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT UNIT DATA)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
-------------------- -------------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,272 $ 53,768
Accounts receivable and other current assets 382,911 508,920
Inventory 22,287 34,826
Assets held for sale (Note 3) - 141,486
-------- ----------
Total current assets 408,470 739,000
-------- ----------
PROPERTY AND EQUIPMENT 462,482 454,878
Less allowance for depreciation and amortization (23,641) (11,581)
-------- ----------
438,841 443,297
-------- ----------
OTHER ASSETS
Pipeline linefill 31,030 17,633
Other, net 8,500 23,107
-------- ----------
$886,841 $1,223,037
======== ==========
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
Accounts payable and other current liabilities $346,634 $ 485,400
Due to affiliates 23,902 42,692
Short-term debt and current portion of long-term debt - 109,369
-------- ----------
Total current liabilities 370,536 637,461
LONG-TERM LIABILITIES
Bank debt 292,000 259,450
Subordinated note payable - general partner - 114,000
Other long-term liabilities and deferred credits 1,600 19,153
-------- ----------
Total liabilities 664,136 1,030,064
-------- ----------
PARTNERS' CAPITAL
Common unitholders (23,049,239 units outstanding) 223,330 208,359
Class B common unitholders (1,307,190 units outstanding) 21,397 20,548
Subordinated unitholders (10,029,619 units outstanding) (24,593) (35,621)
General partner 2,571 (313)
-------- ----------
Total partners' capital 222,705 192,973
-------- ----------
$886,841 $1,223,037
======== ==========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER UNIT DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
September 30, September 30,
--------------------------- -----------------------------
2000 1999 2000 1999
---------- ----------- ----------- -----------
(Restated) (Restated)
<S> <C> <C> <C> <C>
REVENUES $756,926 $1,127,808 $2,495,212 $2,484,063
COST OF SALES AND OPERATIONS 724,366 1,094,480 2,393,326 2,404,621
UNAUTHORIZED TRADING LOSSES
AND RELATED EXPENSES (NOTE 2) 6,600 72,250 6,600 114,925
-------- ---------- ---------- ----------
Gross Margin 25,960 (38,922) 95,286 (35,483)
-------- ---------- ---------- ----------
EXPENSES
General and administrative 7,773 7,270 24,217 15,217
Noncash compensation expense 2,138 1,947 2,269 1,947
Depreciation and amortization 5,349 4,700 20,148 11,371
Restructuring expense - 1,000 - 1,410
-------- ---------- ---------- ----------
Total expenses 15,260 14,917 46,634 29,945
-------- ---------- ---------- ----------
Operating income (loss) 10,700 (53,839) 48,652 (65,428)
Interest expense (6,478) (6,620) (18,518) (14,533)
Related party interest expense - - (3,268) -
Gain on sale of assets (Note 3) - - 48,188 -
Interest and other income 294 328 10,825 615
-------- ---------- ---------- ----------
Net income (loss) before extraordinary item 4,516 (60,131) 85,879 (79,346)
Extraordinary item - - (15,147) -
-------- ---------- ---------- ----------
NET INCOME (LOSS) $ 4,516 $ (60,131) $ 70,732 $ (79,346)
======== ========== ========== ==========
NET INCOME (LOSS) - LIMITED PARTNERS $ 4,359 $ (59,093) $ 69,185 $ (77,984)
======== ========== ========== ==========
NET INCOME (LOSS) - GENERAL PARTNER $ 157 $ (1,038) $ 1,547 $ (1,362)
======== ========== ========== ==========
BASIC AND DILUTED NET INCOME (LOSS)
PER LIMITED PARTNER UNIT
Net income (loss) before extraordinary item $ 0.13 $ (1.88) $ 2.45 $ (2.53)
Extraordinary item - - (0.44) -
-------- ---------- ---------- ----------
Net income (loss) $ 0.13 $ (1.88) $ 2.01 $ (2.53)
======== ========== ========== ==========
WEIGHTED AVERAGE UNITS
OUTSTANDING 34,386 31,396 34,386 30,769
======== ========== ========== ==========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------------------
2000 1999
---------- ----------
(restated)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 70,732 $ (79,346)
Items not affecting cash flows
from operating activities:
Depreciation and amortization 20,148 11,371
Gain on the sale of assets (Note 3) (48,188) -
Other noncash items 6,843 2,163
Change in assets and liabilities:
Accounts receivable and other current assets 95,284 (155,165)
Inventory 12,539 (37,767)
Pipeline linefill (13,397) (3)
Accounts payable and other current liabilities (143,451) 249,352
Other long-term liabilities and deferred credits (8,000) 10,873
--------- ---------
Net cash provided by (used in) operating activities (7,490) 1,478
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Costs incurred in connection with acquisitions - (173,070)
Additions to property and equipment and other assets (7,487) (8,255)
Proceeds from sales of assets (Note 3) 223,859 201
--------- ---------
Net cash provided by (used in) investing activities 216,372 (181,124)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances (to) from affiliates (18,790) 20,874
Proceeds from issuance of Class B Common Units - 25,252
Proceeds from long-term debt 794,800 281,971
Proceeds from short-term debt 47,750 42,150
Payment of subordinated debt - general partner (114,000) -
Principal payments of long-term debt (812,900) (133,121)
Principal payments of short-term debt (106,469) (21,650)
Costs incurred in connection with financing arrangements (6,500) (3,527)
Distributions to unitholders (43,269) (34,619)
--------- ---------
Net cash provided by (used in) financing activities (259,378) 177,330
--------- ---------
Net decrease in cash and cash equivalents (50,496) (2,316)
Cash and cash equivalents, beginning of period 53,768 5,503
--------- ---------
Cash and cash equivalents, end of period $ 3,272 $ 3,187
========= =========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Total
Class B General Partners'
Common Units Common Units Subordinated Units Partner Capital
---------------------- ------------------- ------------------ ------- --------
Units Amount Units Amount Units Amount Amount Amount
-------- -------- ------ ------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 23,049 $208,359 1,307 $20,548 10,030 $(35,621) $ (313) $192,973
Noncash compensation expense - - - - - - 2,269 2,269
Distributions - (31,405) - (1,780) - (9,152) (932) (43,269)
Net income - 46,376 - 2,629 - 20,180 1,547 70,732
------- -------- ------ ------- ------ -------- ------ --------
Balance at September 30, 2000 23,049 $223,330 1,307 $21,397 10,030 $(24,593) $2,571 $222,705
======= ======== ====== ======= ====== ======== ====== ========
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 -- ORGANIZATION AND ACCOUNTING POLICIES
We are a Delaware limited partnership that was formed in September of 1998 to
acquire and operate the midstream crude oil business and assets of Plains
Resources Inc. and its wholly owned subsidiaries. On November 23, 1998, we
completed our initial public offering and the transactions whereby we became the
successor to the business of the midstream subsidiaries of Plains Resources. Our
operations are conducted through Plains Marketing, L.P., All American Pipeline,
L.P. and Scurlock Permian Pipe Line LLC. Our general partner, Plains All
American Inc., is a wholly owned subsidiary of Plains Resources. We are engaged
in interstate and intrastate marketing, transportation and terminalling of crude
oil. Our operations are conducted primarily in California, Texas, Oklahoma,
Louisiana and the Gulf of Mexico.
The accompanying financial statements and related notes present our
consolidated financial position as of September 30, 2000 and December 31, 1999;
the results of our operations for the three and nine months ended September 30,
2000 and 1999; cash flows for the nine months ended September 30, 2000 and 1999;
and changes in partners' capital for the nine months ended September 30, 2000.
The financial statements have been prepared in accordance with the instructions
to interim reporting as prescribed by the Securities and Exchange Commission
("SEC"). All adjustments, consisting only of normal recurring adjustments, that
in the opinion of management were necessary for a fair statement of the results
for the interim periods, have been reflected. All significant intercompany
transactions have been eliminated. Certain reclassifications have been made to
prior period amounts to conform with current period presentation. The results of
operations for the three and nine months ended September 30, 2000 should not be
taken as indicative of the results to be expected for the full year. The interim
financial statements should be read in conjunction with our consolidated
financial statements and notes thereto presented in our 1999 Annual Report on
Form 10-K.
Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities ("SFAS 133"). SFAS 133 was
subsequently amended (i) in June 1999 by SFAS No. 137, Accounting for Derivative
Instruments and Hedging Activities - Deferral of the effective date of FASB
Statement No. 133 ("SFAS 137"), which deferred the effective date of SFAS 133 to
fiscal years beginning after June 15, 2000; and (ii) in June 2000 by SFAS 138,
"Accounting for Certain Derivative Instruments and Certain Hedge Activities,"
which amended certain provisions, inclusive of the definition of the normal
purchase and sale exclusion.
SFAS 133 requires that all derivative instruments be recorded on the balance
sheet at their fair value. Changes in the fair value of derivatives are recorded
each period in current earnings or other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and, if so,
the type of hedge transaction. For fair value hedge transactions in which we are
hedging changes in the fair value of an asset, liability, or firm commitment,
changes in the fair value of the derivative instrument will generally be offset
in the income statement by changes in the fair value of the hedged item. For
cash flow hedge transactions, in which we are hedging the variability of cash
flows related to a variable-rate asset, liability, or a forecasted transaction,
changes in the fair value of the derivative instrument will be reported in other
comprehensive income. The gains and losses on the derivative instrument that are
reported in other comprehensive income will be reclassified as earnings in the
periods in which earnings are affected by the variability of the cash flows of
the hedged item. The ineffective portion of all hedges will be recognized in
earnings in the current period.
We will adopt SFAS 133, as amended, effective January 1, 2001. We believe we
have identified all instruments currently in place that will be subject to the
requirements of SFAS 133; however, due to the complex nature of SFAS 133 and
various interpretations regarding application of SFAS 133 to certain
instruments, we have not fully determined what impact the adoption of SFAS 133
would have on the consolidated balance sheets, statements of operations and cash
flows. The FASB has formed a derivative implementation group which is addressing
assessment and implementation matters regarding the application of SFAS 133 for
consideration by the FASB. Adoption of this standard could increase volatility
in earnings and partners' capital through comprehensive income.
7
<PAGE>
NOTE 2 -- UNAUTHORIZED TRADING LOSSES AND RESTATED FINANCIAL STATEMENTS
In November 1999, we discovered that a former employee had engaged in
unauthorized trading activity, resulting in losses of approximately $162.0
million ($174.0 million, including estimated associated costs and legal expenses
at December 31, 1999). A full investigation into the unauthorized trading
activities by outside legal counsel and independent accountants and consultants
determined that the vast majority of the losses occurred from March through
November 1999, and that the impact warranted a restatement of previously
reported financial information for 1999 and 1998. Consequently, the consolidated
financial statements for 1999 appearing in this report were previously restated
to reflect the unauthorized trading losses. During the third quarter of 2000, we
recognized an additional $6.6 million charge for litigation related to the
unauthorized trading losses (See Note 7).
Note 3 -- Asset Dispositions
We initiated the sale of approximately 5.2 million barrels of crude oil
linefill from the All American Pipeline in November 1999. This sale was
completed in March 2000. The linefill was located in the segment of the All
American Pipeline that extends from Emidio, California, to McCamey, Texas.
Except for minor third party volumes, Plains Marketing, L.P., one of our
subsidiaries, has been the sole shipper on this segment of the pipeline since
its predecessor acquired the line from Goodyear on July 30, 1998. Proceeds from
the sale of the linefill were approximately $100.0 million, net of associated
costs, and were used (1) to repay outstanding indebtedness under our $65.0
million senior secured term credit facility entered into in December 1999 to
fund short-term working capital requirements resulting from the unauthorized
trading losses and (2) for general working capital purposes. We recognized a
total gain of $44.6 million in connection with the sale of the linefill, of
which $16.5 million was recorded in the fourth quarter of 1999. The amount of
crude oil linefill for sale at December 31, 1999 was $37.9 million and is
included in assets held for sale on the consolidated balance sheet at such date.
On March 24, 2000, we completed the sale of the above referenced segment of
the All American Pipeline to a unit of El Paso Energy Corporation for proceeds
of approximately $124.0 million, which are net of associated transaction costs
and estimated costs to remove certain equipment. We recognized a gain of $20.1
million in connection with the sale in the first quarter of 2000. Proceeds from
the sale were used to permanently reduce the All American Pipeline, L.P. term
loan facility (see Note 6). The cost of the pipeline segment is included in
assets held for sale on the consolidated balance sheet at December 31, 1999.
NOTE 4 -- DISTRIBUTIONS
Our 2000 distributions, which are declared and paid in the following quarter,
are summarized as follows:
<TABLE>
<CAPTION>
DISTRIBUTION
PER UNIT TOTAL DISTRIBUTION
----------------------------- -------------------------------------------------------------
COMMON SUBORDINATED GENERAL
COMMON SUBORDINATED UNITHOLDERS UNITHOLDERS PARTNER TOTAL
------ ------------ ----------- ------------ -------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
2000
Third quarter $0.463 $0.463 $11,265 $4,639 $392 $16,296
Second quarter 0.463 0.463 11,265 4,639 392 16,296
First quarter 0.450 0.450 10,960 4,513 316 15,789
</TABLE>
NOTE 5 -- CREDIT FACILITIES
On May 8, 2000, we entered into new bank credit agreements. The borrower under
the new facilities is Plains Marketing, L.P. We are a guarantor of the
obligations under the credit facilities. The obligations are also guaranteed by
the subsidiaries of Plains Marketing, L.P. We entered into the credit agreements
in order to:
. refinance the existing bank debt of Plains Marketing, L.P. and Plains
Scurlock Permian, L.P. in conjunction with the merger of Plains Scurlock
Permian, L.P. into All American Pipeline, L.P.;
. refinance existing bank debt of All American Pipeline, L.P.;
. repay $114.0 million plus accrued interest of subordinated debt to our
general partner, and
. provide additional flexibility for working capital, capital expenditures, and
for other general corporate purposes.
8
<PAGE>
Our new bank credit agreements consist of:
. a $400.0 million senior secured revolving credit facility. The revolving
credit facility is secured by substantially all of our assets and matures in
April 2004. No principal is scheduled for payment prior to maturity. The
revolving credit facility bears interest at our option at either the base
rate, as defined, plus an applicable margin, or LIBOR plus an applicable
margin. We incur a commitment fee on the unused portion of the revolving
credit facility. At September 30, 2000, $292.0 million was outstanding on the
revolving credit facility.
. a $300.0 million senior secured letter of credit and borrowing facility, the
purpose of which is to provide standby letters of credit to support the
purchase and exchange of crude oil for resale and borrowings to finance crude
oil inventory that has been hedged against future price risk. The letter of
credit facility is secured by substantially all of our assets and has a
sublimit for cash borrowings of $100.0 million to purchase crude oil that has
been hedged against future price risk. The letter of credit facility expires
in April 2003. Aggregate availability under the letter of credit facility for
direct borrowings and letters of credit is limited to a borrowing base, which
is determined monthly based on certain of our current assets and current
liabilities (primarily inventory and accounts receivable and accounts payable
related to the purchase and sale of crude oil). At September 30, 2000,
approximately $79.5 million in letters of credit were outstanding under the
letter of credit and borrowing facility.
Our bank credit agreements prohibit distributions on, or purchases or
redemptions of, units if any default or event of default is continuing. In
addition, the agreements contain various covenants limiting our ability to,
among other things:
. incur indebtedness;
. grant liens;
. sell assets;
. make investments;
. engage in transactions with affiliates;
. enter into prohibited contracts; and
. enter into a merger or consolidation.
Our bank credit agreements treat a change of control as an event of default
and also require us to maintain:
. a current ratio (as defined) of 1.0 to 1.0;
. a debt coverage ratio that is not greater that 4.0 to 1.0 for the period from
March 31, 2000 to March 31, 2002 and subsequently 3.75 to 1.0;
. an interest coverage ratio that is not less than 2.75 to 1.0; and
. a debt to capital ratio of not greater than 0.65 to 1.0.
A default under our bank credit agreements would permit the lenders to
accelerate the maturity of the outstanding debt and to foreclose on the assets
securing the credit facilities. As long as we are in compliance with our bank
credit agreements, they do not restrict our ability to make distributions of
"available cash" as defined in our partnership agreement. We are in compliance
with the covenants contained in our bank credit agreements. At September 30,
2000, we could have borrowed the full $400.0 million available under our secured
revolving credit facility.
At September 30, 2000 and December 31, 1999, the carrying value of short-term
debt (nil and $58.7 million, respectively) and long-term debt ($292.0 million
and $424.1 million, respectively) approximated fair value.
Interest rate swaps and collars are used to hedge underlying debt obligations.
These instruments hedge specific debt issuances and qualify for hedge
accounting. The interest rate differential is reflected as an adjustment to
interest expense over the life of the instruments. At September 30, 2000, we had
interest rate swap and collar arrangements for an aggregate notional principal
amount of $215.0 million, which positions had an aggregate value of
approximately $0.2 million as of such date. These instruments are based on LIBOR
and generally provide for a floor of 5% and a ceiling of 6.5% for $90.0
million of debt and a floor of 6% and a ceiling of 8% for $125.0 million of
debt.
9
<PAGE>
NOTE 6 -- EXTRAORDINARY ITEM
During the nine months ended September 30, 2000, we recognized extraordinary
losses, consisting primarily of unamortized debt issue costs, of $15.1 million
related to the permanent reduction of the All American Pipeline, L.P. term loan
facility and the refinancing of our credit facilities (see Notes 3 and 5). In
addition, interest and other income for the nine months ended September 30,
2000, includes $9.7 million of previously deferred gains from terminated
interest rate swaps as a result of the debt extinguishments.
NOTE 7 -- CONTINGENCIES
Texas Securities Litigation. On November 29, 1999, a class action lawsuit was
filed in the United States District Court for the Southern District of Texas
entitled Di Giacomo v. Plains All American Pipeline, L.P. ("PAA"), et al. The
suit alleged that PAA and certain of our general partner's officers and
directors violated federal securities laws, primarily in connection with
unauthorized trading by a former employee. An additional nineteen cases have
been filed in the Southern District of Texas, some of which name our general
partner and Plains Resources as additional defendants. All of the federal
securities claims are being consolidated into two actions. The first
consolidated action is that filed by purchasers of Plains Resources' common
stock and options, and is captioned Koplovitz v. Plains Resources Inc., et al.
The second consolidated action is that filed by purchasers of PAA's common
units, and is captioned Di Giacomo v. Plains All American Pipeline, L.P., et al.
Plaintiffs alleged that the defendants were liable for securities fraud
violations under Rule 10b-5 and Section 20(a) of the Securities Exchange Act of
1934 and for making false registration statements under Sections 11 and 15 of
the Securities Act of 1933.
Plains Resources and PAA have reached an agreement in principle with
representatives for the plaintiffs for the settlement of all of the federal
securities actions. Aggregate amounts to be paid under the agreement in
principle total approximately $29.5 million plus interest from October 1, 2000
through the date actual proceeds are remitted to representatives for the
plaintiffs. Our insurance carrier has deposited $15.0 million to an escrow
account to fund amounts payable under our insurance policies. The Boards of
Directors of PAA and Plains Resources have formed special independent committees
to review and approve final allocation of the settlement costs between PAA and
Plains Resources. Based on an estimate of such allocation, which allocation is
currently under review by the committees, in the third quarter of 2000 we
accrued an additional $6.6 million of litigation costs and related expenses,
which reduced earnings for the three and nine months ended September 30, 2000 by
$0.19 per limited partnership unit.
The settlement is subject to a number of conditions, including negotiation and
finalization of a stipulation and agreement of settlement and related
documentation, and approval of the United States District Court for the Southern
District of Texas. The agreement in principle does not affect the Texas
Derivative Litigation and Delaware Derivative Litigation described below.
Texas Derivative Litigation. On July 11, 2000, a derivative lawsuit was filed
in the United States District Court for the Southern District of Texas entitled
Fernandez v. Plains All American Inc., et al., naming the general partner, its
directors and certain of its officers as defendants. This lawsuit contains the
same claims and seeks the same relief as the Delaware derivative litigation
described below. A motion to dismiss was filed on behalf of the defendants on
August 14, 2000.
Delaware Derivative Litigation. On December 3, 1999, two derivative lawsuits
were filed in the Delaware Chancery Court, New Castle County, entitled Susser v.
Plains All American Inc., et al and Senderowitz v. Plains All American Inc., et
al. These suits, and three others which were filed in Delaware subsequently,
named our general partner, its directors and certain of its officers as
defendants, and allege that the defendants breached the fiduciary duties that
they owed to us and our unitholders by failing to monitor properly the
activities of our employees. The court has consolidated all of the cases under
the caption In Re Plains All American Inc. Shareholders Litigation, and has
designated the complaint filed in Sussex v. Plains All American Inc. as the
complaint in the consolidated action. A motion to dismiss was filed on behalf of
the defendants on August 11, 2000.
The plaintiffs in the Delaware securities litigation seek that the defendants
(1) account for all losses and damages allegedly sustained by us from the
unauthorized trading losses, (2) establish and maintain effective internal
controls ensuring that our affiliates and persons responsible for our affairs do
not engage in wrongful practices detrimental to us, (3) pay for the plaintiffs'
costs and expenses in the litigation, including reasonable attorneys' fees,
accountants' fees, and experts' fees and (4) provide the plaintiffs any
additional relief as may be just and proper under the circumstances.
10
<PAGE>
We intend to vigorously defend the claims made against us in the Texas
derivative litigation and the Delaware derivative litigation. However, there can
be no assurance that we will be successful in our defense or that these lawsuits
will not have a material adverse effect on our financial position, results of
operation or cash flows.
We, in the ordinary course of business, are a claimant and/or a defendant in
various other legal proceedings. Management does not believe that the outcome of
these other legal proceedings, individually and in the aggregate, will have a
materially adverse effect on our financial condition, results of operations or
cash flows.
Derivatives. We utilize derivative financial instruments to hedge our exposure
to price volatility on crude oil. At September 30, 2000, our hedging activities
included crude oil futures contracts maturing through 2001, covering
approximately 6.9 million barrels of crude oil. Since such contracts are
designated as hedges and correlate to price movements of crude oil, any gains or
losses resulting from market changes will be largely offset by losses or gains
on our hedged inventory or anticipated purchases of crude oil. Such contracts
resulted in a reduction in revenues of $1.2 million in the third quarter of 2000
and an increase in revenues of $0.1 million in the nine months ended September
30, 2000. The unrealized loss with respect to such instruments at September 30,
2000 was $7.0 million.
11
<PAGE>
NOTE 8 -- OPERATING SEGMENTS
Our operations consist of two operating segments: (1) Pipeline Operations -
engages in interstate and intrastate crude oil pipeline transportation and
related merchant activities; (2) Marketing, Gathering, Terminalling and Storage
Operations - engages in purchases and resales of crude oil at various points
along the distribution chain and the leasing of terminalling and storage
facilities.
<TABLE>
<CAPTION>
MARKETING,
GATHERING,
TERMINALLING
(IN THOUSANDS) (UNAUDITED) PIPELINE & STORAGE TOTAL
-------------------------- -------- ------------ -----
<S> <C> <C> <C>
THREE MONTHS ENDED SEPTEMBER 30, 2000
Revenues:
External Customers $ 93,226 $ 663,700 $ 756,926
Intersegment (a) 4,752 - 4,752
Other (6) 300 294
-------- ---------- ----------
Total revenues of reportable segments $ 97,972 $ 664,000 $ 761,972
======== ========== ==========
Segment gross margin (b) $ 11,886 $ 14,074 $ 25,960
Segment gross profit (c) 11,865 6,322 18,187
Net income (loss) before extraordinary item 10,396 (5,880) 4,516
----------------------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED SEPTEMBER 30, 1999 (RESTATED)
Revenues:
External Customers $228,737 $ 899,071 $1,127,808
Intersegment (a) 32,621 - 32,621
Other 24 304 328
-------- ---------- ----------
Total revenues of reportable segments $261,382 $ 899,375 $1,160,757
======== ========== ==========
Segment gross margin (b) $ 15,539 $ (54,461) $ (38,922)
Segment gross profit (c) 14,979 (61,171) (46,192)
Net income (loss) before extraordinary item 5,901 (66,032) (60,131)
----------------------------------------------------------------------------------------------------------------------------------
NINE MONTHS ENDED SEPTEMBER 30, 2000
Revenues:
External Customers $379,806 $2,115,406 $2,495,212
Intersegment (a) 65,250 - 65,250
Other 9,673 1,152 10,825
-------- ---------- ----------
Total revenues of reportable segments $454,729 $2,116,558 $2,571,287
======== ========== ==========
Gain on sale of assets $ 48,188 $ - $ 48,188
Segment gross margin (b) 37,802 57,484 95,286
Segment gross profit (c) 36,158 34,911 71,069
Net income before extraordinary item 83,503 2,376 85,879
-----------------------------------------------------------------------------------------------------------------------------------
NINE MONTHS ENDED SEPTEMBER 30, 1999 (RESTATED)
Revenues:
External Customers $606,352 $1,877,711 $2,484,063
Intersegment (a) 67,396 - 67,396
Other 119 496 615
-------- ---------- ----------
Total revenues of reportable segments $673,867 $1,878,207 $2,552,074
======== ========== ==========
Segment gross margin (b) $ 40,475 $ (75,958) $ (35,483)
Segment gross profit (c) 38,392 (89,092) (50,700)
Net income (loss) before extraordinary item 17,410 (96,756) (79,346)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
a) Intersegment sales were conducted on an arm's length basis.
b) Gross margin is calculated as revenues less cost of sales and operations.
c) Gross profit is calculated as revenues less costs of sales and operations
expenses and general and administrative expenses.
12
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Pipeline Operations. Our activities from pipeline operations generally consist
of transporting third-party volumes of crude oil for a tariff and merchant
activities designed to capture price differentials between the cost to purchase
and transport crude oil to a sales point and the price received for such crude
oil at the sales point. Tariffs on our pipeline systems vary by receipt point
and delivery point. The gross margin generated by our tariff activities depends
on the volumes transported on the pipeline and the level of the tariff charged,
as well as the fixed and variable costs of operating the pipeline. Our ability
to generate a profit on margin activities is not tied to the absolute level of
crude oil prices but is generated by the difference between an index-related
price paid and other costs incurred in the purchase of crude oil and an index-
related price at which we sell crude oil. We are well positioned to take
advantage of these price differentials due to our ability to move purchased
volumes on our pipeline systems. We combine reporting of gross margin for tariff
activities and margin activities due to the sharing of fixed costs between the
two activities.
Terminalling and Storage Activities and Gathering and Marketing Activities.
Gross margin from terminalling and storage activities is dependent on the
throughput volume of crude oil stored and the level of fees generated at our
terminalling and storage facilities. Gross margin from our gathering and
marketing activities is dependent on our ability to sell crude oil at a price in
excess of our aggregate cost. These operations are not directly affected by the
absolute level of crude oil prices, but are affected by overall levels of supply
and demand for crude oil and fluctuations in market-related indices.
UNAUTHORIZED TRADING LOSSES
In November 1999, we discovered that a former employee had engaged in
unauthorized trading activity, resulting in losses of approximately $162.0
million ($174.0 million, including estimated associated costs and legal expenses
at December 31, 1999). Approximately $154.9 million of the unauthorized trading
loss was recognized in 1999, with approximately $72.3 million and $114.9 million
of this amount recognized in the three and nine months ended September 30, 1999,
respectively. As a result, we have previously restated our 1999 financial
information. During the third quarter of 2000, we recognized an additional $6.6
million charge for litigation related to the unauthorized trading losses. (See
Note 7 to the consolidated financial statements).
RESULTS OF OPERATIONS
Three Months Ended September 30, 2000 and 1999
For the three months ended September 30, 2000, we reported net income of $4.5
million on total revenue of $756.9 million compared to a net loss for the same
period in 1999 of $60.1 million on total revenues of $1.1 billion. The results
for the three months ended September 30, 2000 and 1999 include the following
special or nonrecurring items:
2000
. $6.6 million charge for litigation related to the unauthorized trading
losses; and
. $2.1 million of noncash compensation expense.
1999
. $72.3 million of unauthorized trading losses;
. $1.9 million of noncash compensation expense; and
. $1.0 million of restructuring expenses.
Excluding the items noted above, we would have reported net income of $13.3
million and $15.1 million for the three months ended September 30, 2000 and
1999, respectively.
13
<PAGE>
The following table sets forth our operating results for the periods indicated
and includes the impact of the items discussed above (in thousands) (unaudited):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
-----------------------------------
2000 1999
--------- ------------
(RESTATED)
<S> <C> <C>
OPERATING RESULTS:
Revenues $756,926 $1,127,808
======== ==========
Gross margin:
Pipeline $ 11,886 $ 15,539
Gathering and marketing
and terminalling and storage 20,674 17,789
Unauthorized trading losses (6,600) (72,250)
-------- ----------
Total 25,960 (38,922)
General and administrative expense (7,773) (7,270)
-------- ----------
Gross profit $ 18,187 $ (46,192)
======== ==========
Net income (loss) $ 4,516 $ (60,131)
======== ==========
AVERAGE DAILY VOLUMES (MBBLS/DAY):
Pipeline Activities:
All American
Tariff activities 76 93
Margin activities 55 52
Other 100 106
-------- ----------
Total 231 251
======== ==========
Lease gathering 258 347
Bulk purchases 28 181
-------- ----------
Total 286 528
======== ==========
Terminal throughput 81 68
======== ==========
Storage leased to third parties,
monthly average volumes (MBbls/month) 1,687 1,687
======== ==========
</TABLE>
Revenues. Revenues decreased to $756.9 million for the third quarter of 2000
compared to the 1999 third quarter amount of $1,127.8 million, due to lower
current year lease gathering and bulk purchase volumes and decreased pipeline
margin revenues, which offset higher crude oil prices.
Cost of Sales and Operations. Cost of sales and operations decreased to $724.4
million in the third quarter of 2000 compared to $1,094.5 million in the same
quarter of 1999. The decrease is primarily due to lower current year lease
gathering and bulk purchase volumes and a decrease in pipeline margin purchases
partially offset by increased purchase costs as a result of higher crude oil
prices.
General and Administrative. General and administrative expenses were $7.8
million for the quarter ended September 30, 2000, compared to $7.3 million for
the third quarter in 1999. The increase in 2000 is primarily due to consulting
and accounting charges related to system modifications and enhancements and
personnel- related costs.
Depreciation and Amortization. Depreciation and amortization expense was $5.3
million for the quarter ended September 30, 2000, compared to $4.7 million for
the third quarter of 1999. The increase primarily reflects a reevaluation of
certain criteria on which the depreciation of certain fixed assets was based
prior to the implementation of a fixed assets reporting system in the third
quarter of 2000. We estimate that depreciation and amortization expense will
average approximately $4.6 million to $4.7 million per quarter in the future,
based on our current property base.
Interest expense. Interest expense was $6.5 million for the quarter ended
September 30, 2000 and approximated the 1999 amount for the comparable quarter.
Increased interest rates offset the decreased interest resulting from a lower
average debt balance in the current quarter.
14
<PAGE>
Nonrecurring or Special Items
Unauthorized trading losses. As previously discussed, we recognized losses
from unauthorized trading and related expenses, including litigation settlement
of approximately $6.6 million and $72.3 million in the third quarter of 2000 and
1999, respectively.
Noncash compensation expense. We recognized noncash compensation expense of
$2.1 million and $1.9 million in the third quarter of 2000 and 1999,
respectively, related to the probable vesting of partnership units granted by
our general partner to certain officers and key employees of our general partner
and its affiliates. The units granted are owned by the general partner and
therefore, do not reflect an increase in the number of units of the partnership,
nor a cash cost to us. However, generally accepted accounting principles require
these charges to be "pushed down" from the general partner's financial results
to our results. This charge is offset by an equivalent increase in partners'
capital as the payments by the general partner are considered a contribution to
our equity.
Restructuring charge. We incurred a $1.0 million restructuring charge,
primarily associated with personnel reduction in the third quarter of 1999.
Segment Results
Pipeline Operations. Gross margin from pipeline operations was $11.9 million
for the quarter ended September 30, 2000 compared to $15.5 million for the prior
year quarter. Lower volumes shipped to West Texas as a result of the first
quarter 2000 sale of the California to Texas segment of the All American
Pipeline and movements to the Mojave station, which were discontinued in late
1999 after a new California pipeline was activated, account for the majority of
the decrease.
The margin between revenue and direct cost of crude purchased was $4.8 million
for the quarter ended September 30, 2000 compared to $10.2 million for the prior
year third quarter. Pipeline tariff revenues were approximately $11.4 million
for the third quarter of 2000 compared to approximately $12.4 million for the
same period in 1999, due to the sale of the All American Pipeline segment.
Pipeline operations and maintenance expenses decreased to $4.3 million for the
third quarter of 2000 compared to $7.1 million for the third quarter of 1999,
also due to the disposition.
Average daily pipeline volumes totaled 231,000 barrels per day and 251,000
barrels per day for the third quarter of 2000 and 1999, respectively. The volume
decrease is primarily due to the discontinued movements to the Mojave station,
as well as discontinued movements to West Texas as a result of the sale of the
segment of the All American Pipeline. Volumes on the All American Pipeline
decreased from an average of 145,000 barrels per day for the third quarter of
1999 to 131,000 barrels per day in the current year quarter due to the reasons
discussed above. All American's tariff volumes attributable to offshore
California production were about flat between the two periods. Tariff volumes
shipped on the Scurlock and West Texas gathering systems averaged 100,000
barrels per day and 106,000 barrels per day during the third quarters of 2000
and 1999, respectively.
Gathering and Marketing Activities and Terminalling and Storage Activities.
Gross margin from gathering, marketing, terminalling and storage activities was
approximately $20.7 million for the quarter ended September 30, 2000, a 16%
increase as compared to $17.8 million in the prior year quarter (excluding the
unauthorized trading losses), primarily due to an increase in our per-barrel
margins due to the strong crude oil market. Gross revenues from these activities
were approximately $663.7 million and $899.1 million in the third quarter of
2000 and 1999, respectively. The decreased revenues were primarily due to lower
bulk purchase and lease gathering volumes, offset by higher crude prices.
Lease gathering volumes decreased from an average of 347,000 barrels per day
in the third quarter of 1999 to approximately 258,000 barrels per day in the
current year period. Bulk purchase volumes decreased from approximately 181,000
barrels per day in the 1999 third quarter to approximately 28,000 barrels per
day in the current year period. These decreases are primarily due to the phase
out of a significant amount of low-margin activity subsequent to the discovery
of the unauthorized trading losses. The gross margin impact from the reduced
volumes between the third quarter of 1999 and the current year quarter was
approximately $1.5 million. Lease gathering volumes averaged approximately
257,000 barrels per day and 237,000 barrels per day, respectively, for the first
and second quarters of 2000, while bulk purchases averaged 29,000 barrels per
day and 26,000 barrels per day for the same periods. These consecutive quarter
comparisons are more indicative of a trend analysis than a comparison to the
third quarter of 1999 due to the phase out of the low margin barrels.
15
<PAGE>
Terminal throughput, which includes both our Cushing and Ingleside terminals,
increased to 81,400 barrels per day from 67,900 barrels per day in the third
quarter of last year, while storage leased to third parties was about flat with
last year at 1.7 million barrels per month.
Nine Months Ended September 30, 2000 and 1999
For the nine months ended September 30, 2000, we reported net income of $70.7
million on total revenue of $2,495.2 million, compared to a net loss for the
same period in 1999 of $79.3 million on total revenues of $2,484.1 million. The
results for the nine months ended September 30, 2000 and 1999 include the
following special or nonrecurring items:
2000
. a $28.1 million gain on the sale of crude oil linefill;
. a $20.1 million gain on the sale of the segment of the All American
Pipeline that extends from Emidio, California, to McCamey, Texas;
. $9.7 million of previously deferred gains on interest rate swap
terminations recognized due to the early extinguishment of debt;
. an extraordinary loss of $15.1 million related to the early extinguishment
of debt;
. $6.6 million charge for litigation related to the unauthorized trading
losses;
. amortization of $4.6 million of debt issue costs associated with facilities
put in place during the fourth quarter of 1999; and
. $2.3 million of noncash compensation expense.
1999
. $114.9 million of unauthorized trading losses;
. $1.9 million of noncash compensation expense; and
. $1.0 million of restructuring expense.
Excluding the items noted above, we would have reported net income of $41.4
million and $38.9 million for the nine months ended September 30, 2000 and 1999,
respectively.
The following table sets forth our operating results for the periods indicated
and includes the impact of the items discussed above (in thousands) (unaudited):
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------------
2000 1999
---------- -----------
(RESTATED)
OPERATING RESULTS:
Revenues $2,495,212 $2,484,063
========== ==========
Gross margin:
Pipeline $ 37,802 $ 40,475
Gathering and marketing
and terminalling and storage 64,084 38,967
Unauthorized trading losses (6,600) (114,925)
---------- ----------
Total 95,286 (35,483)
General and administrative expense (24,217) (15,217)
---------- ----------
Gross profit $ 71,069 $ (50,700)
========== ==========
Net income (loss) $ 70,732 $ (79,346)
========== ==========
Table continued on following page
16
<PAGE>
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------------
2000 1999
---------- -----------
(RESTATED)
AVERAGE DAILY VOLUMES (BARRELS):
Pipeline Activities:
All American
Tariff activities 74 106
Margin activities 57 54
Other 106 43
----- ---
Total 237 203
===== =====
Lease gathering 259 240
Bulk purchases 28 138
----- ---
Total 287 378
==== ===
Terminal throughput 64 75
===== =====
Storage leased to third parties,
monthly average volumes (MBbls/month) 1,489 1,920
===== =====
Revenues. Revenues increased to $2,495.2 million from $2,484.1 million in the
first nine months of 1999. The increase is primarily due to higher crude oil
prices, which were partially offset by lower current year volumes.
Cost of Sales and Operations. Cost of sales and operations decreased to
$2,393.3 million from $2,404.6 million in the first nine months of 1999. The
decrease is primarily due to lower current year volumes purchased, partially
offset by higher crude oil prices.
General and Administrative. General and administrative expenses were $24.2
million for the nine months ended September 30, 2000, compared to $15.2 million
for the same period in 1999. The increase in 2000 is primarily due to the
Scurlock acquisition in May 1999 (approximately $5.7 million), consulting fees
related to the unauthorized trading loss investigation, consulting and
accounting charges related to system modifications and enhancements and
personnel related costs.
Depreciation and Amortization. Depreciation and amortization expense was $20.1
million for the nine months ended September 30, 2000, compared to $11.4 million
for the first nine months of 1999. The increase is primarily due to the Scurlock
and West Texas gathering system acquisitions in mid-1999, the previously
discussed adjustments in connection with the implementation of a new fixed asset
reporting system and increased amortization of debt issue costs associated with
facilities put in place during the fourth quarter of 1999 due to the
unauthorized trading losses. These increases were partially offset by decreased
depreciation related to the segment of the All American Pipeline that was sold
in the first quarter of 2000.
Interest expense. Interest expense was $21.8 million for the nine months ended
September 30, 2000, compared to $14.5 million for the same period in 1999. The
increase is primarily due to a higher average debt level in 2000 resulting from
our 1999 acquisitions and the unauthorized trading losses and to higher interest
rates in the current year.
Nonrecurring or Special Items
Unauthorized trading losses. As previously discussed, we recognized losses
from unauthorized trading and related expenses, including litigation settlement
of approximately $6.6 million and $114.9 million in the first nine months of
2000 and 1999, respectively.
Gain on sale of linefill. We initiated the sale of 5.2 million barrels of
crude oil linefill from the All American Pipeline in November 1999. The sale was
completed in March 2000. We recognized a gain of $28.1 million in connection
with the sale of the linefill in the first quarter of 2000.
Gain on sale of pipeline segment. On March 24, 2000, we completed the sale of
the segment of the All American Pipeline that extends from Emidio, California to
McCamey, Texas to a unit of El Paso Energy Corporation for proceeds of
approximately $124.0 million, which are net of associated transaction costs and
estimated costs to remove certain equipment. We recognized a total gain of $20.1
million in connection with the sale in the first quarter of 2000.
17
<PAGE>
Early extinguishment of debt. During the nine months ended September 30, 2000,
we recognized extraordinary losses, consisting primarily of unamortized debt
issue costs, totaling $15.1 million related to the permanent reduction of the
All American Pipeline, L.P. term loan facility and the refinancing of our credit
facilities. In addition, interest and other income for the nine months ended
September 30, 2000, includes $9.7 million of previously deferred gains from
terminated interest rate swaps as a result of the debt extinguishments.
Noncash compensation expense. We recognized noncash compensation expense of
$2.3 million and $1.9 million for the nine months ended September 30, 2000 and
1999, respectively, related to the probable vesting of partnership units granted
by our general partner to certain officers and key employees of our general
partner and its affiliates. The units granted are owned by the general partner
and therefore, do not reflect an increase in the number of units of the
partnership, nor a cash cost to us. However, generally accepted accounting
principles require these charges to be "pushed down" from the general partner's
financial results to our results. This charge is offset by an equivalent
increase in partners' capital as the payments by the general partner are
considered a contribution to our equity.
Restructuring charge. We incurred a $1.4 million restructuring charge,
primarily associated with personnel reduction in the first and third quarters of
1999.
Segment Results
Pipeline Operations. Gross margin from pipeline operations was $37.8 million
for the nine months ended September 30, 2000 compared to $40.5 million for the
prior year period. Increased margins from the Scurlock and West Texas gathering
system acquisitions in mid-1999 were offset by lower tariff transport volumes
and reduced margins on our pipeline merchant activity. Tariff volumes decreased
due to lower production from Exxon's Santa Ynez Field and the Point Arguello
Field, both offshore California, and the sale of the segment of the All American
Pipeline. Margins from pipeline merchant activity were lower due to the sale of
the segment of the All American Pipeline.
The margin between revenue and direct cost of crude purchased was $14.0
million for the nine months ended September 30, 2000 compared to $24.1 million
for the first nine months of the prior year. Pipeline tariff revenues were
approximately $36.0 million for the first nine months of 2000 compared to
approximately $36.5 million for the same period in 1999 as increases related to
the Scurlock and West Texas gathering system acquisitions were partially offset
by the sale of the segment of the All American Pipeline segment. Pipeline
operations and maintenance expenses were approximately $12.2 million for the
first nine months of 2000 compared to $20.1 million for the first nine months of
1999, also due to the acquisitions and disposition.
Average daily pipeline volumes totaled 237,000 barrels per day and 203,000
barrels per day for the first nine months of 2000 and 1999, respectively.
Volumes on the All American Pipeline decreased from an average of 160,000
barrels per day for the first nine months of 1999 to 131,000 barrels per day in
the current year period due to the reasons discussed above. All American's
tariff volumes attributable to offshore California production were approximately
74,000 barrels per day for nine months ended September 30, 2000 compared to
81,000 barrels per day in the prior year period. Tariff volumes shipped on the
Scurlock and West Texas gathering systems averaged 106,000 barrels per day and
43,000 barrels per day during the first nine months of 2000 and 1999,
respectively. The 1999 period includes volumes for Scurlock effective May 1,
1999, and West Texas gathering system volumes effective July 1, 1999.
Gathering and Marketing Activities and Terminalling and Storage Activities.
Gross margin from gathering, marketing, terminalling and storage activities
(excluding the unauthorized trading losses) was approximately $64.1 million for
the nine months ended September 30, 2000 compared to $39.0 million in the prior
year period. The increase in gross margin is primarily due to an increase in
lease gathering volumes as a result of the Scurlock acquisition and increased
per barrel margins due to the strong crude oil market. Gross revenues from
gathering, marketing, terminalling and storage activities were approximately
$2.1 billion and $1.9 billion in the first nine months of 2000 and 1999,
respectively, as increased revenues resulting from higher crude oil prices and
lease gathering volumes were partially offset by decreased revenues from lower
bulk purchase volumes.
Lease gathering volumes increased from an average of 240,000 barrels per day
for the first nine months of 1999 to approximately 259,000 barrels per day for
the 2000 period due to the Scurlock acquisition, partially offset by a
significant amount of low margin barrels that were phased out subsequent to the
discovery of the trading losses. Bulk purchase volumes decreased from
approximately 138,000 barrels per day for the first nine months of 1999 to
approximately 28,000 barrels per day in the current year period, also due to the
phase out of low margin barrels. The gross margin impact from the reduced
18
<PAGE>
volumes was approximately $6.0 million for the nine months ended September 30,
2000.
Terminal throughput, which includes both our Cushing and Ingleside terminals,
was 64,000 and 75,000 barrels per day for the nine months ended September 30,
2000 and 1999, respectively. Storage leased to third parties was 1.5 million
barrels per month and 1.9 million barrels per month for the same periods,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
NINE MONTHS ENDED
(IN MILLIONS) (UNAUDITED) SEPTEMBER 30,
------------------------- ----------------------------
2000 1999
-------- --------
Cash provided by (used in):
Operating activities $ (7.5) $ 1.5
Investing activities 216.4 (181.1)
Financing activities (259.4) 177.3
Operating Activities. Net cash used in operating activities for the first nine
months of 2000 resulted primarily from the amounts paid during the first quarter
of 2000 for the 1999 unauthorized trading losses.
Investing Activities. Net cash provided by investing activities for the first
nine months of 2000 included approximately $224.0 million of proceeds from the
sale of the segment of the All American Pipeline and pipeline linefill and
approximately $7.5 million of capital expenditures.
Financing activities. Cash used in financing activities for the first nine
months of 2000 consisted primarily of net payments of $76.8 million of short-
term and long-term debt, the repayment of subordinated debt of $114.0 million to
our general partner and distributions to unitholders of $43.3 million. Proceeds
used to reduce the bank debt primarily came from the asset sales discussed
above. Proceeds to repay the $114.0 million of subordinated debt to the general
partner came from our revolving credit facility.
Credit Facilities
On May 8, 2000, we entered into new bank credit agreements. The borrower under
the new facilities is Plains Marketing, L.P. We are a guarantor of the
obligations under the credit facilities. The obligations are also guaranteed by
the subsidiaries of Plains Marketing, L.P. We entered into the credit agreements
in order to:
. refinance the existing bank debt of Plains Marketing, L.P. and Plains
Scurlock Permian, L.P. in conjunction with the merger of Plains Scurlock
Permian, L.P. into All American Pipeline, L.P.;
. refinance existing bank debt of All American Pipeline, L.P.;
. repay $114.0 million plus accrued interest of subordinated debt to our
general partner, and
. provide additional flexibility for working capital, capital expenditures, and
for other general corporate purposes.
Our new bank credit agreements consist of:
. a $400.0 million senior secured revolving credit facility. The revolving
credit facility is secured by substantially all of our assets and matures in
April 2004. No principal is scheduled for payment prior to maturity. The
revolving credit facility bears interest at our option at either the base
rate, as defined, plus an applicable margin, or LIBOR plus an applicable
margin. We incur a commitment fee on the unused portion of the revolving
credit facility. At September 30, 2000, $292.0 million was outstanding on the
revolving credit facility.
. a $300.0 million senior secured letter of credit and borrowing facility, the
purpose of which is to provide standby letters of credit to support the
purchase and exchange of crude oil for resale and borrowings to finance crude
oil inventory that has been hedged against future price risk. The letter of
credit facility is secured by substantially all of our assets and has a
sublimit for cash borrowings of $100.0 million to purchase crude oil that has
been hedged against future price risk. The letter of credit facility expires
in April 2003. Aggregate availability under the letter of credit facility for
direct borrowings and letters of credit is limited to a borrowing base, which
is determined monthly based on certain of our current assets and current
liabilities (primarily inventory and accounts receivable and
19
<PAGE>
accounts payable related to the purchase and sale of crude oil). At September
30, 2000, approximately $79.5 million in letters of credit were outstanding
under the letter of credit and borrowing facility.
Our bank credit agreements prohibit distributions on, or purchases or
redemptions of, units if any default or event of default is continuing. In
addition, the agreements contain various covenants limiting our ability to,
among other things:
. incur indebtedness;
. grant liens;
. sell assets;
. make investments;
. engage in transactions with affiliates;
. enter into prohibited contracts; and
. enter into a merger or consolidation.
Our bank credit agreements treat a change of control as an event of default
and also require us to maintain:
. a current ratio (as defined) of 1.0 to 1.0;
. a debt coverage ratio that is not greater that 4.0 to 1.0 for the period from
March 31, 2000 to March 31, 2002 and subsequently 3.75 to 1.0;
. an interest coverage ratio that is not less than 2.75 to 1.0; and
. a debt to capital ratio of not greater than 0.65 to 1.0.
A default under our bank credit agreements would permit the lenders to
accelerate the maturity of the outstanding debt and to foreclose on the assets
securing the credit facilities. As long as we are in compliance with our bank
credit agreements, they do not restrict our ability to make distributions of
"available cash" as defined in our partnership agreement. We are in compliance
with the covenants contained in our credit agreements. At September 30, 2000, we
could have borrowed the full $400.0 million available under our secured
revolving credit facility.
Contingencies
Since our announcement in November 1999 of our losses resulting from
unauthorized trading by a former employee, numerous class action lawsuits have
been filed against us, certain of our general partner's officers and directors
and in some of these cases, our general partner and Plains Resources Inc.
alleging violations of the federal securities laws. In addition, derivative
lawsuits were filed against our general partner, its directors and certain of
its officers alleging the defendants breached the fiduciary duties owed to us
and our unitholders by failing to monitor properly the activities of our
traders. See Part II - "Other Information" - Item 1. - "Legal Proceedings."
Although we maintain an inspection program designed to prevent and, as
applicable, to detect and address releases of crude oil into the environment
from our pipeline and storage operations, we may experience such releases in the
future, or discover releases that were previously unidentified. Damages and
liabilities incurred due to any future environmental releases from our assets
may substantially affect our business.
ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities ("SFAS 133"). SFAS133 was
subsequently amended (i) in June 1999 by SFAS No. 137, Accounting for Derivative
Instruments and Hedging Activities - Deferral of the effective date of FASB
Statement No. 133 ("SFAS 137"), which deferred the effective date of SFAS 133 to
fiscal years beginning after June 15, 2000; and (ii) in June 2000 by SFAS 138,
"Accounting for Certain Derivative Instruments and Certain Hedge Activities,"
which amended certain provisions, inclusive of the definition of the normal
purchase and sale exclusion.
SFAS 133 requires that all derivative instruments be recorded on the balance
sheet at their fair value. Changes in the fair value of derivatives are recorded
each period in current earnings or other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and, if so,
the type of hedge transaction. For fair value hedge transactions in which we are
hedging changes in the fair value of an asset, liability, or firm commitment,
changes in the fair value of the derivative instrument will generally be offset
in the income statement by changes in the fair value of the hedged item. For
cash flow hedge transactions, in which we are hedging the variability of cash
flows related to a variable-rate asset,
20
<PAGE>
liability, or a forecasted transaction, changes in the fair value of the
derivative instrument will be reported in other comprehensive income. The gains
and losses on the derivative instrument that are reported in other comprehensive
income will be reclassified as earnings in the periods in which earnings are
affected by the variability of the cash flows of the hedged item. The
ineffective portion of all hedges will be recognized in earnings in the current
period.
We will adopt SFAS 133, as amended, effective January 1, 2001. We believe we
have identified all instruments currently in place that will be subject to the
requirements of SFAS 133; however, due to the complex nature of SFAS 133 and
various interpretations regarding application of SFAS 133 to certain
instruments, we have not fully determined what impact the adoption of SFAS 133
would have on the consolidated balance sheets, statements of operations and cash
flows. The FASB has formed a derivative implementation group which is addressing
assessment and implementation matters regarding the application of SFAS 133 for
consideration by the FASB. Adoption of this standard could increase volatility
in earnings and partners' capital through comprehensive income.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
We are exposed to various market risks, including volatility in crude oil
commodity prices and interest rates. To manage such exposure, we monitor our
inventory levels and our expectations of future commodity prices and interest
rates when making decisions with respect to risk management. We do not enter
into derivative transactions for speculative trading purposes that would expose
us to price risk. Substantially all of our derivative contracts are exchanged or
traded with major financial institutions and the risk of credit loss is
considered remote.
Commodity Price Risk. The fair value of outstanding derivative instruments and
the change in fair value that would be expected from a 10 percent price increase
are shown in the table below (in millions) (unaudited):
<TABLE>
<CAPTION>
SEPTEMBER 30, 2000 DECEMBER 31, 1999
---------------------------- -----------------------------
EFFECT OF EFFECT OF
10% 10%
FAIR PRICE FAIR PRICE
VALUE CHANGE VALUE CHANGE
------ ------ ----- ------
<S> <C> <C> <C> <C>
Crude oil :
Futures contracts $6.1 $4.9 $ - $(2.8)
Swaps and options contracts - - (0.6) (0.1)
</TABLE>
The fair values of the futures contracts are based on quoted market prices
obtained from the NYMEX. The fair value of the swaps is estimated based on
quoted prices from independent reporting services compared to the contract price
of the swap which approximate the gain or loss that would have been realized if
the contracts had been closed out at the dates indicated above. All hedge
positions offset physical positions exposed to the cash market; none of these
offsetting physical positions are included in the above table. Price-risk
sensitivities were calculated by assuming an across-the-board 10 percent
increase in prices regardless of term or historical relationships between the
contractual price of the instruments and the underlying commodity price. In the
event of an actual 10 percent change in prompt month crude prices, the fair
value of our derivative portfolio would typically change less than that shown in
the table due to lower volatility in out-month prices.
At September 30, 2000, our hedging activities included crude oil futures
contracts maturing through 2001, covering approximately 6.9 million barrels of
crude oil. Since such contracts are designated as hedges and correlate to price
movements of crude oil, any gains or losses resulting from market changes will
be largely offset by losses or gains on our hedged inventory or anticipated
purchases of crude oil. Such contracts resulted in a reduction in revenues of
$1.2 million in the third quarter of 2000 and an increase in revenues of $0.1
million in the nine months ended September 30, 2000. The unrealized loss with
respect to such instruments at September 30, 2000 was $7.0 million.
Interest Rate Risk. Our debt instruments are sensitive to market fluctuations
in interest rates. At September 30, 2000 and December 31, 1999, the carrying
value of short-term debt (nil and $58.7 million, respectively) and long-term
debt ($292.0 million and $424.1 million, respectively) approximated fair value.
Interest rate swaps and collars are used to hedge underlying debt obligations.
These instruments hedge specific debt issuances and qualify for hedge
accounting. The interest rate differential is reflected as an adjustment to
interest expense over the life of the instruments. At September 30, 2000, we had
interest rate swap and collar arrangements for an aggregate notional principal
amount of $215.0 million, which positions had an aggregate value of
approximately $0.2 million as of such date. These instruments are based on LIBOR
and generally provide for a floor of 5% and a ceiling of 6.5% for $90.0
million of debt and a floor of 6% and a ceiling of 8% for $125.0 million of
debt.
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FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
All statements, other than statements of historical fact, included in this
report are forward-looking statements, including, but not limited to, statements
identified by the words "anticipate," "believe," "estimate," "expect,"
"plan," "intend" and "forecast" and similar expressions and statements
regarding our business strategy, plans and objectives of our management for
future operations. These statements reflect our current views and those of our
general partner with respect to future events, based on what we believe are
reasonable assumptions. These statements, however, are subject to certain risks,
uncertainties and assumptions, including, but not limited to:
. the availability of adequate supplies of and demand for crude oil in the
areas in which we operate;
. the impact of crude oil price fluctuations;
. the effects of competition;
. the success of our risk management activities;
. the availability (or lack thereof) of acquisition or combination
opportunities;
. the impact of current and future laws and governmental regulations;
. environmental liabilities that are not covered by an indemnity or insurance;
and
. general economic, market or business conditions.
If one or more of these risks or uncertainties materialize, or if underlying
assumptions prove incorrect, actual results may vary materially from the results
anticipated in the forward-looking statements. Except as required by applicable
securities laws, we do not intend to update these forward-looking statements and
information.
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PART II. OTHER INFORMATION
ITEMS 1. LEGAL PROCEEDINGS
Texas Securities Litigation. On November 29, 1999, a class action lawsuit was
filed in the United States District Court for the Southern District of Texas
entitled Di Giacomo v. Plains All American Pipeline, L.P. ("PAA"), et al. The
suit alleged that PAA and certain of our general partner's officers and
directors violated federal securities laws, primarily in connection with
unauthorized trading by a former employee. An additional nineteen cases have
been filed in the Southern District of Texas, some of which name our general
partner and Plains Resources as additional defendants. All of the federal
securities claims are being consolidated into two actions. The first
consolidated action is that filed by purchasers of Plains Resources' common
stock and options, and is captioned Koplovitz v. Plains Resources Inc., et al.
The second consolidated action is that filed by purchasers of PAA's common
units, and is captioned Di Giacomo v. Plains All American Pipeline, L.P., et al.
Plaintiffs alleged that the defendants were liable for securities fraud
violations under Rule 10b-5 and Section 20(a) of the Securities Exchange Act of
1934 and for making false registration statements under Sections 11 and 15 of
the Securities Act of 1933.
Plains Resources and PAA have reached an agreement in principle with
representatives of the plaintiffs for the settlement of all of the federal
securities actions. Aggregate amounts to be paid under the agreement in
principle total approximately $29.5 million plus interest from October 1, 2000
through the date actual proceeds are remitted to representatives for the
plaintiffs. Our insurance carrier has deposited $15.0 million to an escrow
account to fund amounts payable under our insurance policies. The Boards of
Directors of PAA and Plains Resources have formed special independent committees
to review and approve final allocation of the settlement costs between PAA and
Plains Resources. Based on an estimate of such allocation, which allocation is
currently under review by the committees, in the third quarter of 2000 we
accrued an additional $6.6 million of litigation costs and related expenses,
which reduced earnings for the three and nine months ended September 30, 2000 by
$0.19 per limited partnership unit.
The settlement is subject to a number of conditions, including negotiation and
finalization of a stipulation and agreement of settlement and related
documentation, and approval of the United States District Court for the Southern
District of Texas. The agreement in principle does not affect the Texas
Derivative Litigation and Delaware Derivative Litigation described below.
Texas Derivative Litigation. On July 11, 2000, a derivative lawsuit was filed
in the United States District Court for the Southern District of Texas entitled
Fernandez v. Plains All American Inc., et al., naming the general partner, its
directors and certain of its officers as defendants. This lawsuit contains the
same claims and seeks the same relief as the Delaware derivative litigation
described below. A motion to dismiss was filed on behalf of the defendants on
August 14, 2000.
Delaware Derivative Litigation. On December 3, 1999, two derivative lawsuits
were filed in the Delaware Chancery Court, New Castle County, entitled Susser v.
Plains All American Inc., et al and Senderowitz v. Plains All American Inc., et
al. These suits, and three others which were filed in Delaware subsequently,
named our general partner, its directors and certain of its officers as
defendants, and allege that the defendants breached the fiduciary duties that
they owed to us and our unitholders by failing to monitor properly the
activities of our employees. The court has consolidated all of the cases under
the caption In Re Plains All American Inc. Shareholders Litigation, and has
designated the complaint filed in Sussex v. Plains All American Inc. as the
complaint in the consolidated action. A motion to dismiss was filed on behalf of
the defendants on August 11, 2000.
The plaintiffs in the Delaware securities litigation seek that the defendants
(1) account for all losses and damages allegedly sustained by us from the
unauthorized trading losses, (2) establish and maintain effective internal
controls ensuring that our affiliates and persons responsible for our affairs do
not engage in wrongful practices detrimental to us, (3) pay for the plaintiffs'
costs and expenses in the litigation, including reasonable attorneys' fees,
accountants' fees, and experts' fees and (4) provide the plaintiffs any
additional relief as may be just and proper under the circumstances.
We intend to vigorously defend the claims made against the Texas derivative
litigation and the Delaware derivative litigation. However, there can be no
assurance that we will be successful in our defense or that these lawsuits will
not have a material adverse effect on our financial position, results of
operations or cash flows.
We, in the ordinary course of business, are a claimant and/or a defendant in
various other legal proceedings. Management does not believe that the outcome of
these other legal proceedings, individually and in the aggregate, will have a
materially adverse effect on our financial condition or results of operation.
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ITEMS 2, 3, 4 & 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
3.1 Amendment No. 2 to the Second Amended and Restated Agreement of
Limited Partnership of Plains All American Pipeline, L.P.
27.1 Financial Data Schedule
B. Reports on Form 8-K
A Current Report on Form 8-K was filed on September 15, 2000, in connection
with the announcement that Plains All American Pipeline, L.P. and Plains
Resources Inc. had agreed in principle for the settlement of class action
securities suits related to the unauthorized trading losses disclosed in
November 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned and thereunto duly authorized.
PLAINS ALL AMERICAN PIPELINE, L.P.
By: PLAINS ALL AMERICAN INC.
Its General Partner
Date: November 14, 2000 By: /s/ Cynthia A. Feeback
----------------------
Cynthia A. Feeback, Vice
President - Accounting and Treasurer
(Principal Accounting Officer) of the
General Partner
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