<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, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-10595
SFP PIPELINE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3713699
(State of incorporation) (I.R.S. Employer Identification No.)
301 NUGGET AVENUE
SPARKS, NEVADA 89431
(Address of principal executive offices, including zip code)
(702) 358-6971
(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 [_]
NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK ($0.01 PAR VALUE)
AS OF NOVEMBER 11, 1996: 1,000.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1)(a)
AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED
DISCLOSURE FORMAT PERMITTED BY GENERAL INSTRUCTION H.
===============================================================================
<PAGE>
SFP PIPELINE HOLDINGS, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheet at September 30, 1996 and
December 31, 1995................................................... 1
Consolidated Statement of Operations
for the three-month and nine-month periods ended
September 30, 1996 and 1995...................................... 2
Consolidated Statement of Cash Flows
for the three-month and nine-month periods ended
September 30, 1996 and 1995..................................... 3
Notes to Consolidated Financial Statements........................... 4
Item 2. Management's Narrative Analysis of the Results of Operations... 5
Financial Information of Santa Fe Pacific Pipeline Partners, L.P........ *
Summary Financial Information of Santa Fe Pacific Corporation........... 6
</TABLE>
<TABLE>
<CAPTION>
PART II. OTHER INFORMATION
<S> <C>
Item 1. Legal Proceedings.............................................. 8
Item 6. Exhibits and Reports on Form 8-K............................... 8
Signature............................................................... 9
</TABLE>
* Incorporated by reference from Part I of the Form 10-Q of Santa Fe Pacific
Pipeline Partners, L.P. for the quarter ended September 30, 1996 (Commission
File Number 1-10066)
<PAGE>
SFP PIPELINE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
A S S E T S
<S> <C> <C>
Current assets
Cash and cash equivalents ............................ $ 8,599 $ 7,890
Interest receivable .................................. 1,060 1,148
Other current assets ................................. 454 450
------------- ------------
Total current assets .............................. 10,113 9,488
Investment in Santa Fe Pacific Pipeline Partners, L.P. .. 64,497 63,402
Notes receivable from Santa Fe Pacific Corporation ...... 130,000 130,000
Debt issuance costs, net ................................ 6,718 7,080
Other assets ............................................ 3,681 2,676
------------- ------------
Total assets ...................................... $ 215,009 $ 212,646
============= ============
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDER'S DEFICIT
<S> <C> <C>
Current liabilities
Interest payable ..................................... $ 6,111 $ 6,111
Income taxes currently payable ....................... 4,895 479
Other current liabilities ............................ 5,729 6,264
------------- ------------
Total current liabilities ......................... 16,735 12,854
Long-term debt, net of unamortized discount ............. 204,034 203,638
Deferred income taxes ................................... 63,420 63,915
Other liabilities ....................................... 1,990 2,112
------------- ------------
Total liabilities ................................. 286,179 282,519
------------- ------------
Commitments and contingencies (Notes (e) and (f)) ....... -- --
------------- ------------
Stockholder's deficit
Common stock ......................................... 1 1
Additional paid-in capital ........................... (33,388) (33,388)
Accumulated deficit .................................. (37,783) (36,486)
------------- ------------
Total stockholder's deficit ....................... (71,170) (69,873)
------------- ------------
Total liabilities and stockholder's deficit ....... $ 215,009 $ 212,646
============= ============
</TABLE>
See Notes to Consolidated Financial Statements.
-1-
<PAGE>
SFP PIPELINE HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three months Nine months
ended September 30, ended September 30,
------------------- -------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Equity in income of
Santa Fe Pacific Pipeline Partners, L.P. .... $ 5,536 $ 8,450 $ 22,400 $ 21,341
General and administrative expenses (income)
and other, net of reimbursements ............ (23) 145 276 655
-------- -------- -------- --------
Operating income .............................. 5,559 8,305 22,124 20,686
Interest income ............................... 2,212 2,311 6,595 7,183
Interest expense .............................. 6,368 6,356 19,095 19,075
-------- -------- -------- --------
Income before income taxes .................... 1,403 4,260 9,624 8,794
Income taxes .................................. 572 1,730 3,921 3,664
-------- -------- -------- --------
Net income..................................... 831 2,530 5,703 5,130
Accumulated deficit
Beginning of period ...................... (35,614) (35,407) (36,486) (38,007)
Cash dividends ........................... (3,000) -- (7,000) --
-------- -------- -------- --------
End of period ............................ $(37,783) $(32,877) $(37,783) $(32,877)
======== ======== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
-2-
<PAGE>
SFP PIPELINE HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three months Nine months
ended September 30, ended September 30,
------------------- -------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income ..................................... $ 831 $ 2,530 $ 5,703 $ 5,130
-------- -------- -------- --------
Adjustments to reconcile net income to net cash
provided by operating activities--
Equity in undistributed earnings of
Santa Fe Pacific Pipeline Partners, L.P. .. 1,565 (1,348) (1,095) (853)
Deferred income taxes ....................... (72) (4,807) (495) (6,864)
Amortization of debt issuance costs
and original issue discount ............... 256 244 758 726
Changes in--
Current assets ............................ (165) (102) 84 (508)
Current liabilities ....................... 2,025 2,817 3,881 4,107
Other assets and other liabilities ........ (283) 2,000 (1,127) 1,844
-------- -------- -------- --------
Total adjustments ....................... 3,326 (1,196) 2,006 (1,548)
-------- -------- -------- --------
Net cash provided by
operating activities .................. 4,157 1,334 7,709 3,582
Cash flows from investing activities ............ -- -- -- --
Cash flows from financing activities:
Cash dividends ................................ (3,000) -- (7,000) --
-------- -------- -------- --------
Increase in cash and cash equivalents ........... 1,157 1,334 709 3,582
Cash and cash equivalents--
Beginning of period ........................... 7,442 2,391 7,890 143
-------- -------- -------- --------
End of period ................................. $ 8,599 $ 3,725 $ 8,599 $ 3,725
======== ======== ======== ========
Income taxes paid ............................... $ -- $ 1,714 $ -- $ 5,390
======== ======== ======== ========
Interest paid ................................... $ 6,111 $ 6,111 $ 18,336 $ 17,926
======== ======== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
-3-
<PAGE>
SFP PIPELINE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(a) The accompanying consolidated financial statements include the accounts of
SFP Pipeline Holdings, Inc. ("Holdings") and Santa Fe Pacific Pipelines, Inc.
("SFPPI"), both of which are wholly-owned subsidiaries of Santa Fe Pacific
Corporation ("Santa Fe"), on a consolidated basis (the "Company"), and should be
read in conjunction with the Company's consolidated financial statements and
notes thereto included in its Annual Report on Form 10-K for the year ended
December 31, 1995. In the opinion of Company management, all adjustments
necessary for a fair presentation of the results of operations for the periods
presented have been included in these consolidated financial statements. Unless
otherwise noted, all such adjustments are of a normal recurring nature. The
results of operations for any interim period are not necessarily indicative of
the results of operations to be expected for the entire year.
(b) SFPPI received distributions aggregating $21,305,000 and $20,487,000 during
the nine-month periods ended September 30, 1996 and 1995, respectively, by
virtue of its general and limited partner interests in Santa Fe Pacific Pipeline
Partners, L.P. (the "Partnership"). In October 1996, the Partnership declared
third quarter 1996 distributions on SFPPI's general and limited partner
interests aggregating $7,102,000, payable in November 1996. Financial
information with respect to the Partnership is incorporated herein by reference
from Part I of the Partnership's Form 10-Q for the quarter ended September 30,
1996.
(c) The notes receivable from Santa Fe are due and payable upon the maturity of
the Company's Variable Rate Exchangeable Debentures (the "Debentures"), but are
payable at any time prior to that date to the extent, and only to the extent,
that Holdings' board of directors determines in good faith that payment is
needed, after taking into account all other available funds, for Holdings to
meet its obligations with respect to the Debentures. Financial information with
respect to Santa Fe is presented following Part I, Item 2 of this Report.
(d) The Debentures bear interest at a variable rate, payable quarterly in
arrears. Interest expense for each quarter is generally recorded in an amount
equal to the aggregate amount of distributions declared by the Partnership for
that quarter on the 8,148,130 common units for which the Debentures would be
exchangeable. The Partnership declared cash distributions of $0.75 per unit for
the third quarter of 1996, and, accordingly, the Company accrued interest
expense of $6,111,000 for the three months ended September 30, 1996. Interest
expense reflected in the consolidated statement of operations also includes
amortization of the original issue discount and debt issuance costs for the
Debentures.
(e) As discussed in Note 5 to the Company's consolidated financial statements
for the year ended December 31, 1995, certain of the Partnership's shippers have
filed civil suits and initiated Federal Energy Regulatory Commission ("FERC")
complaint proceedings against the Partnership, and the Partnership has
established reserves for costs related to the resolution of these matters. With
respect to the FERC proceedings, the Partnership has recently achieved
settlements with two of the complainants and has presented settlement offers to
all of the remaining complainants in the proceedings. During the quarter ended
September 30, 1996, the Partnership recorded an $8.0 million provision for
litigation costs to increase its existing reserves to reflect the total amount
that would be payable under the settlement offers that had been extended as of
that date, including those offers that have been accepted.
-4-
<PAGE>
As additional information becomes available, it may be necessary for the
Partnership to record additional charges to earnings to maintain its litigation
reserves at a level deemed adequate at that time, and the costs associated with
the ultimate resolution of these matters could have a material adverse effect on
the Partnership's results of operations, financial condition, or ability to
maintain its quarterly cash distribution at the current level. The discussion of
these matters appearing at Note (d) to the Partnership's consolidated financial
statements for the quarter ended September 30, 1996 is incorporated herein by
reference from the Partnership's Form 10-Q for that quarter.
(f) As discussed in Note 5 to the Company's consolidated financial statements
for the year ended December 31, 1995, the Partnership's transportation and
terminal operations are subject to extensive regulation under federal, state and
local environmental laws concerning, among other things, the generation,
handling, transportation and disposal of hazardous materials and, the
Partnership is, from time to time, subject to environmental cleanup and
enforcement actions. The discussion of environmental matters appearing at Note
(e) to the Partnership's consolidated financial statements for the quarter ended
September 30, 1996 is incorporated herein by reference from the Partnership's
Form 10-Q for that quarter.
ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS
OF THE RESULTS OF OPERATIONS
The following analysis should be read in conjunction with the Part I financial
information presented in the Partnership's Form 10-Q for the quarter ended
September 30, 1996, which is incorporated herein by reference.
For the nine months ended September 30, 1996, the Company's equity in income of
the Partnership of $22.4 million was $1.1 million, or 5% higher than in the 1995
period, due to the Partnership's net income increasing by the same percentage.
The Partnership's results of operations included provisions for FERC litigation
costs of $8.0 million recorded in the third quarter of 1996 and a $9.0 million
provision for environmental costs recorded in the second quarter of 1995.
Excluding these provisions, the Partnership's adjusted net income for the nine
months ended September 30, 1996 was $54.6 million compared to adjusted net
income of $53.4 million in the 1995 period. Total revenues of $179.7 million
were $4.2 million, or 2.4%, higher than in the prior year period, primarily due
to a 3% increase in total volumes transported. Partnership operating expenses of
$105.1 million were $1.5 million higher than in the first nine months of 1995.
Excluding the provisions described above, operating expenses would have been
$97.1 million, or 2.6%, higher than in 1995, with higher general and
administrative expenses, field operating expenses and depreciation and
amortization being partially offset by lower facilities costs and power costs.
The Partnership's other income, net decreased by $0.9 million as compared with
the 1995 period primarily due to lower interest income, which resulted from
lower interest rates and cash balances.
The Company's interest income is earned on its notes receivable from Santa Fe
bearing interest at rates tied to the Federal Funds rate. The decrease in
interest income for the first nine months of 1996 reflects lower market interest
rates. Interest expense is accrued based on the quarterly distribution paid on
the 8,148,130 Partnership units for which the Company's Debentures are, under
certain specified conditions, exchangeable.
-5-
<PAGE>
SUMMARY FINANCIAL INFORMATION OF SANTA FE PACIFIC CORPORATION
As discussed in Note (c) to the accompanying financial statements, the Company
holds notes receivable from Santa Fe in the aggregate amount of $130 million,
which notes are due and payable upon the maturity of the Company's Debentures in
August 2010, but are also payable at any time prior to that date to the extent,
and only to the extent, that Holdings' board of directors determines in good
faith that payment is needed, after taking into account all other available
funds, for Holdings to meet its obligations with respect to the Debentures.
On September 22, 1995, Santa Fe became a consolidated subsidiary of Burlington
Northern Santa Fe Corporation ("BNSF") as a result of Santa Fe's merger with
Burlington Northern Inc. The merger was accounted for as a purchase and Santa
Fe's assets and liabilities were adjusted to their fair value based on the
purchase price. Accordingly, to reflect the change in ownership, financial
information shown below for periods prior to the merger are labeled
"Predecessor", while those subsequent to the merger are labeled "Successor". All
of the Santa Fe financial information presented below was provided by Santa Fe.
The Company has been informed that, in the opinion of Santa Fe management, all
adjustments necessary to present fairly Santa Fe's financial position as of
September 30, 1996 and December 31, 1995 and the results of its operations and
cash flows for the interim periods presented have been included in such
information and that, unless otherwise noted, all such adjustments are of a
normal recurring nature. The results of operations for any interim period are
not necessarily indicative of the results of operations for the entire year. The
condensed financial statements of Santa Fe reflected below are in millions.
<TABLE>
<CAPTION>
SANTA FE Successor Successor Predecessor
CONDENSED STATEMENT OF OPERATIONS 1/1/96 to 9/22/95 to 1/1/95 to
(UNAUDITED) (IN MILLIONS) 9/30/96 9/30/95 9/21/95
--------- ---------- -----------
<S> <C> <C> <C>
Operating revenues...................... $ 2,189 $ 73 $ 1,987
Operating expenses...................... 1,746 58 1,625
--------- ---------- -----------
Operating income........................ 443 15 362
Interest expense........................ 97 3 124
Other income (expense), net............. 10 (1) (32)
--------- ---------- -----------
Income before income taxes.............. 356 11 206
Income taxes............................ 137 4 81
--------- ---------- -----------
Income before extraordinary charge...... 219 7 125
Extraordinary charge on early retirement
of debt, net of income taxes........... -- -- (24)
--------- ---------- -----------
Net income.............................. $ 219 $ 7 $ 101
========= ========== ===========
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
SANTA FE Successor Successor
CONDENSED BALANCE SHEET September 30, December 31,
(UNAUDITED) (IN MILLIONS) 1996 1995
------------- -------------
<S> <C> <C>
Current assets.............................................. $ 390 $ 280
Other long-term assets...................................... 563 649
Properties, plant and equipment, net........................ 9,782 9,435
------------- -------------
Total assets................................................ $ 10,735 $ 10,364
============= =============
Current liabilities......................................... $ 955 $ 886
Long-term debt due after one year........................... 946 949
Notes payable to BNSF....................................... 958 995
Other long-term liabilities................................. 1,192 1,157
Deferred income taxes....................................... 3,082 2,994
------------- -------------
Total liabilities........................................... 7,133 6,981
Shareholder's equity........................................ 3,602 3,383
------------- -------------
Total liabilities and shareholder's equity.................. $ 10,735 $ 10,364
============= =============
</TABLE>
<TABLE>
<CAPTION>
SANTA FE Successor Successor Predecessor
CONDENSED STATEMENT OF CASH FLOW 1/1/96 to 9/22/95 to 1/1/95 to
(UNAUDITED) (IN MILLIONS) 9/30/96 9/30/95 9/21/95
------------- ------------- -------------
<S> <C> <C> <C>
Net cash provided by operating activities... $ 509 $ 34 $ 217
Net cash used for investing activities...... (472) (11) (252)
Net cash used for financing activities...... (37) (18) (114)
------------- ------------- -------------
Increase (decrease) in cash and cash
equivalents................................ 0 5 (149)
Cash and cash equivalents--
Beginning of period......................... 0 27 176
------------- ------------- -------------
End of period............................... $ 0 $ 32 $ 27
============= ============= =============
</TABLE>
-7-
<PAGE>
FOOTNOTES TO CONDENSED FINANCIAL STATEMENTS OF SANTA FE
- --------------------------------------------------------
INTERCOMPANY ADVANCES
From September 1995 through September 1996, Santa Fe received net advances from
BNSF and its subsidiaries of which $958 million remained outstanding at
September 30, 1996. The advances are due on demand with semi-annual interest
payments at a floating rate equal to one percent above the monthly average
effective Federal Funds rate. Santa Fe's interest expense on obligations owed
BNSF was $21.8 million for the nine months ended September 30, 1996. These
advances were primarily used to repay outstanding borrowings of $1 billion under
Santa Fe's credit facility. A majority of the borrowings under the credit
facility were used for Santa Fe's portion of a tender offer completed in
February 1995 as part of the merger of Santa Fe and Burlington Northern Inc.
CONTINGENCIES
Santa Fe is a party to a number of legal actions and claims, various
governmental proceedings and private civil suits arising in the ordinary course
of business, including those related to environmental matters and personal
injury claims. While the final outcome of these items cannot be predicted with
certainty, considering among other things the meritorious legal defenses
available, it is the opinion of Santa Fe management that none of these items,
when finally resolved, will have a material adverse effect on the annual results
of operations, financial position or liquidity of Santa Fe, although an adverse
resolution of a number of these items could have a material adverse effect on
the results of its operations in a particular quarter or fiscal year.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Reference is made to the discussion of the current status of a Federal Energy
Regulatory Commission proceeding brought against the Partnership by certain
shippers appearing at "Part II, Item 1. Legal Proceedings" in the Partnership's
Form 10-Q for the quarter ended September 30, 1996, which is incorporated herein
by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this report:
Exhibit 13.1 Form 10-Q of Santa Fe Pacific Pipeline Partners, L.P. for
the quarter ended September 30, 1996.
Exhibit 27 Financial Data Schedule as of and for the nine months ended
September 30, 1996.
(b) Reports on Form 8-K filed during the quarter ended September 30, 1996:
None.
-8-
<PAGE>
SIGNATURE
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, thereunto duly authorized.
SFP PIPELINE HOLDINGS, INC.
(Registrant)
Date: November 13, 1996 By: /s/ BARRY R. PEARL
--------------------------------
Barry R. Pearl
Senior Vice President, Treasurer
and Chief Financial Officer
(On behalf of the Registrant)
-9-
<PAGE>
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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, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-10066
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4191066
(State of incorporation) (I.R.S. Employer Identification No.)
1100 TOWN & COUNTRY ROAD
ORANGE, CALIFORNIA 92868
(Address of principal executive offices, including zip code)
(714) 560-4400
(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 [_]
===============================================================================
<PAGE>
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheet at September 30, 1996 and
December 31, 1995............................................... 1
Consolidated Statement of Income
for the three-month and nine-month periods ended
September 30, 1996 and 1995..................................... 2
Consolidated Statement of Cash Flows
for the three-month and nine-month periods ended
September 30, 1996 and 1995..................................... 3
Notes to Consolidated Financial Statements........................ 4
Item 2. Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations.............. 5
</TABLE>
PART II. OTHER INFORMATION
<TABLE>
<CAPTION>
<S> <C>
Item 1. Legal Proceedings............................................ 8
Item 6. Exhibits and Reports on Form 8-K............................. 9
Signature............................................................. 9
</TABLE>
<PAGE>
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
A S S E T S
<S> <C> <C>
Current assets .....................................
Cash and cash equivalents ....................... $ 43,774 $ 41,219
Accounts receivable, net ........................ 43,143 38,897
Other current assets ............................ 2,623 2,139
------------- ------------
Total current assets ......................... 89,540 82,255
------------- ------------
Properties, plant and equipment .................... 734,128 716,197
Less accumulated depreciation ................... 105,423 92,879
------------- ------------
Net properties, plant and equipment .......... 628,705 623,318
Other assets ....................................... 16,287 15,281
------------- ------------
Total assets ................................. $ 734,532 $ 720,854
============= ============
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND PARTNERS' CAPITAL
<S> <C> <C>
Current liabilities
Accounts payable ................................ $ 2,173 $ 3,466
Accrued liabilities ............................. 45,185 30,609
------------- ------------
Total current liabilities .................... 47,358 34,075
Long-term debt ..................................... 355,000 355,000
Other long-term liabilities ........................ 58,496 60,468
------------- ------------
Total liabilities ............................ 460,854 449,543
------------- ------------
Minority interest .................................. 1,322 1,246
------------- ------------
Commitments and contingencies (Notes (d) and (e))... -- --
------------- ------------
Partners' capital ..................................
General partner ................................. 1,322 1,246
Limited partners ................................ 271,034 268,819
------------- ------------
Total partners' capital ...................... 272,356 270,065
------------- ------------
Total liabilities and partners' capital ...... $ 734,532 $ 720,854
============= ============
</TABLE>
See Notes to Consolidated Financial Statements.
-1-
<PAGE>
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
<TABLE>
<CAPTION>
Three months Nine months
ended September 30, ended September 30,
------------------- -------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Operating revenues
Trunk revenues .......................... $ 49,289 $ 47,721 $141,689 $137,699
Storage and terminaling revenues ........ 9,977 9,876 28,652 28,284
Other revenues .......................... 3,057 3,198 9,373 9,566
-------- -------- -------- --------
Total operating revenues ............ 62,323 60,795 179,714 175,549
-------- -------- -------- --------
Operating expenses
Field operating expenses ................ 9,229 8,369 26,722 25,413
General and administrative expenses ..... 7,734 7,993 23,092 20,935
Facilities costs ........................ 5,550 5,959 15,937 16,964
Depreciation and amortization ........... 5,196 5,151 15,838 15,336
Power costs ............................. 5,859 6,345 15,556 16,023
Provisions for environmental and
litigation costs (Notes (d) and (e)) ... 8,000 -- 8,000 9,000
-------- -------- -------- --------
Total operating expenses ............ 41,568 33,817 105,145 103,671
-------- -------- -------- --------
Operating income .......................... 20,755 26,978 74,569 71,878
Interest expense .......................... 9,212 9,335 27,374 27,882
Other income, net ......................... 422 623 1,227 2,136
-------- -------- -------- --------
Net income before minority interest ....... 11,965 18,266 48,422 46,132
Less minority interest in net income ...... (386) (589) (1,562) (1,488)
-------- -------- -------- --------
Net income ................................ $ 11,579 $ 17,677 $ 46,860 $ 44,644
======== ======== ======== ========
Income per unit ........................... $ 0.58 $ 0.89 $ 2.37 $ 2.25
======== ======== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
-2-
<PAGE>
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three months Nine months
ended September 30, ended September 30,
------------------- -------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income ......................................... $ 11,579 $ 17,677 $ 46,860 $ 44,644
-------- -------- -------- --------
Adjustments to reconcile net income to net
cash provided by operating activities--
Depreciation and amortization ................... 5,196 5,151 15,838 15,336
Minority interest in net income ................. 386 589 1,562 1,488
Net additions to (payments against)
environmental and litigation reserves .......... 8,602 (3,893) 584 2,767
Other, net ...................................... 182 506 (1,743) 1,520
Changes in:
Accounts receivable ........................... (1,358) 684 (4,246) (2,982)
Accounts payable and accrued liabilities ...... 10,486 12,312 10,450 8,011
Other current assets .......................... 2,353 437 (484) (2,548)
-------- -------- -------- --------
Total adjustments ........................... 25,847 15,786 21,961 23,592
-------- -------- -------- --------
Net cash provided by operating activities ... 37,426 33,463 68,821 68,236
Cash flows from investing activities:
Capital expenditures ............................... (5,572) (7,996) (20,210) (19,152)
Cash flows from financing activities:
Cash distributions ................................. (15,351) (15,351) (46,056) (44,687)
-------- -------- -------- --------
Increase in cash and cash equivalents ................ 16,503 10,116 2,555 4,397
Cash and cash equivalents--
Beginning of period ................................ 27,271 43,229 41,219 48,948
-------- -------- -------- --------
End of period ...................................... $ 43,774 $ 53,345 $ 43,774 $ 53,345
======== ======== ======== ========
Interest paid ........................................ $ 436 $ 236 $ 18,586 $ 18,740
======== ======== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
-3-
<PAGE>
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(a) The accompanying consolidated financial statements should be read in
conjunction with the Annual Report on Form 10-K of Santa Fe Pacific Pipeline
Partners, L.P. (the "Partnership") for the year ended December 31, 1995. In the
opinion of Partnership management, all adjustments necessary for a fair
presentation of the results of operations for the periods presented have been
included in these consolidated financial statements. Unless otherwise noted, all
such adjustments are of a normal recurring nature. The results of operations for
any interim period are not necessarily indicative of the results of operations
to be expected for the entire year.
(b) Income per unit is computed based upon consolidated net income of the
Partnership less an allocation of income to the General Partner in accordance
with the partnership agreement, and is based upon the 19,148,148 units
outstanding. The quarterly allocation of income to the General Partner, which
was 3.23% of net income before minority interest in 1996 and 1995, respectively,
is based on its percentage of cash distributions from available cash at the end
of each quarter.
(c) On October 10, 1996, the Partnership declared a cash distribution of $0.75
per unit for the third quarter of 1996, to be paid on November 14, 1996 to
unitholders of record on October 31, 1996.
(d) As discussed in Note 4 to the Partnership's consolidated financial
statements for the year ended December 31, 1995, certain of the Partnership's
shippers have filed civil suits and initiated Federal Energy Regulatory
Commission ("FERC") complaint proceedings alleging, among other things, that the
shippers were damaged by the Partnership's failure to fulfill alleged promises
to expand the East Line's capacity between El Paso, Texas and Phoenix, Arizona
to meet shipper demand. The FERC proceedings involve claims, among other things,
that certain of the Partnership's rates and charges on its East and West Lines
are excessive. To date, the complainants have filed testimony seeking
reparations for shipments between 1990 and 1994 aggregating approximately $35
million, as well as rate reductions of between 30% and 40% for shipments in 1995
and thereafter. The remaining civil action, brought by El Paso Refinery, L.P.
("El Paso") and its general partner, claims unspecified actual damages, which
appear to include the $190 million cost of a refinery expansion completed in
1992, plus punitive and consequential damages.
With respect to the FERC proceedings, the Partnership has recently achieved
settlements with El Paso regarding its challenge of the Partnership's East Line
rates and with Navajo Refining Company ("Navajo") regarding its challenge of
West Line rates. During the quarter ended September 30, 1996, the Partnership
also presented settlement offers to all of the remaining complainants in the
FERC proceedings, including Navajo with respect to its East Line complaint.
During the quarter ended September 30, 1996, the Partnership recorded an $8.0
million provision for litigation costs to increase its existing reserves to
reflect the total amount that would be payable under the settlement offers that
had been extended as of that date, including those offers that have been
accepted by El Paso and Navajo. The Partnership's accompanying balance sheet
also includes reserves for costs related to the resolution of the El Paso civil
action.
-4-
<PAGE>
While the Partnership believes it has meritorious defenses in these matters, the
complainants and plaintiffs are seeking amounts that, in the aggregate,
substantially exceed the Partnership's reserves and, because of the
uncertainties associated with litigation and FERC rate-making methodology,
management cannot predict with certainty the ultimate outcome of these matters.
As additional information becomes available, it may be necessary for the
Partnership to record additional charges to earnings to maintain its reserves at
a level deemed adequate at that time, and the costs associated with the ultimate
resolution of these matters could have a material adverse effect on the
Partnership's results of operations, financial condition, or ability to maintain
its quarterly cash distribution at the current level.
(e) As discussed in Note 4 to the Partnership's consolidated financial
statements for the year ended December 31, 1995, the Partnership's
transportation and terminal operations are subject to extensive regulation under
federal, state and local environmental laws concerning, among other things, the
generation, handling, transportation and disposal of hazardous materials, and
the Partnership is, from time to time, subject to environmental cleanup and
enforcement actions.
The Partnership's accompanying balance sheet includes reserves for environmental
costs that relate to existing conditions caused by past operations. Estimates of
the Partnership's ultimate liabilities associated with environmental costs are
particularly difficult to make with certainty due to the number of variables
involved, including the early stage of investigation at certain sites, the
lengthy time frames required to complete remediation at most locations, the
number of parties involved, the number of remediation alternatives available,
the uncertainty of potential recoveries from third parties and the evolving
nature of environmental laws and regulations.
Based on the information presently available, it is the opinion of management
that the Partnership's environmental costs, to the extent they exceed recorded
liabilities, will not have a material adverse effect on the Partnership's
financial condition; nevertheless, it is possible that the Partnership's results
of operations in particular quarterly or annual periods could be materially
affected as additional information becomes available.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO 1995 PERIOD
The Partnership reported net income for the three months ended September 30,
1996 of $11.6 million, compared to net income of $17.7 million in the 1995
quarter, with the variance being primarily due to a $8.0 million provision for
FERC litigation costs recorded during the current year quarter. Excluding the
provision, adjusted net income for the three months ended September 30, 1996 was
$19.3 million. Revenues for the third quarter of 1996 of $62.3 million were $1.5
million, or 2.5%, above the corresponding 1995 quarter's level. Trunk revenues
were $1.6 million higher than in the 1995 period due to higher volumes. Total
volumes transported increased 4% compared to the 1995 period, with commercial
volumes about 5% higher and military volumes 4% lower than in 1995. Deliveries
to most markets served by the Partnership have increased over 1995 levels.
-5-
<PAGE>
Operating expenses of $41.6 million were $7.8 million higher than in the 1995
quarter, due largely to the provision for litigation costs. Excluding the
provision, operating expenses were essentially even with the prior year quarter,
with higher field operating expenses ($0.9 million) being offset by lower power
costs ($0.5 million), facilities costs ($0.4 million) and general and
administrative expenses ($0.3 million). The increase in field operating expenses
is primarily attributable to higher environmental costs, partially offset by
reductions in certain other field costs. The decrease in power costs resulted
from periodic fuel cost adjustments received at several locations and savings
from power transmission voltage capital investments. The decrease in facilities
costs is largely due to lower right-of-way rental expense. General and
administrative expenses decreased largely due to lower outside legal and
consulting costs associated with the Sparks, Nevada environmental litigation,
partially offset by higher employee benefit costs.
Other income, net decreased by $0.2 million compared to the 1995 period
primarily due to lower interest income, which resulted from lower interest rates
and cash balances.
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO 1995 PERIOD
The Partnership reported net income for the nine months ended September 30, 1996
of $46.9 million, compared to net income of $44.6 million in the prior year
period. Results of operations included the $8.0 million provision for litigation
costs described above in 1996 and a $9.0 million provision for environmental
litigation costs recorded in 1995. Excluding these provisions, adjusted net
income for the nine months ended September 30, 1996 was $54.6 million compared
to adjusted net income of $53.4 million in the 1995 period. Total revenues of
$179.7 million were $4.2 million, or 2.4%, higher than in the prior year period.
Trunk revenues were $4.0 million higher than in 1995 due to higher volumes.
Total volumes transported increased 3% compared to the 1995 period, with
commercial volumes about 3.5% higher and military volumes 5.5% lower than in
1995. Deliveries to most markets served by the Partnership have increased over
1995 levels.
Operating expenses of $105.1 million were $1.5 million higher than in the first
nine months of 1995. Excluding the provisions described above, operating
expenses would have been $97.1 million, or 2.6%, higher than in 1995, with
higher general and administrative expenses ($2.2 million), field operating
expenses ($1.3 million) and depreciation and amortization ($0.5 million), being
partially offset by lower facilities costs ($1.0 million) and power costs ($0.5
million). General and administrative expenses were higher due to outside legal
costs, associated with the FERC proceedings and environmental insurance
litigation, and to higher employee benefit costs. The increase in field
operating expenses is primarily attributable to higher environmental costs and
pipeline repairs and maintenance, including pipeline recoating projects,
partially offset by reductions in certain other field costs. The increase in
depreciation and amortization resulted from the Partnership's expanding capital
asset base. The decrease in facilities costs is primarily attributable to a
property tax refund. The decrease in power costs resulted from periodic fuel
cost adjustments received at several locations and savings from power
transmission capital investments.
Other income, net decreased by $0.9 million compared to the 1995 period
primarily due to lower interest income, which resulted from lower interest rates
and cash balances.
-6-
<PAGE>
FINANCIAL CONDITION
For the nine months ended September 30, 1996, cash and cash equivalents
increased by $2.6 million. Cash flow from operations before working capital and
minority interest adjustments totaled $61.5 million for the nine months, a
decrease of $2.7 million from the corresponding 1995 period. Uses of cash
included payment of settlement costs related to the Sparks, Nevada environmental
site litigation and deferred right-of-way lease negotiation legal costs. Working
capital cash requirements decreased by $3.2 million from the corresponding 1995
period primarily due to timing differences in the payment of accrued obligations
and right-of-way rentals, and in the collection of trade and nontrade
receivables.
Significant uses of cash included cash distributions of $46.1 million and
capital expenditures of $20.2 million. Total capital expenditures for 1996 are
projected at approximately $28 million. Total cash and cash equivalents of $43.8
million at September 30, 1996 included $15.4 million for the third quarter 1996
distribution to be paid to unitholders in November 1996 and $10.2 million of
accrued interest on the First Mortgage Notes to be paid in December 1996.
Long-term debt aggregated $355 million at September 30, 1996 and consisted of
$327 million of First Mortgage Notes (the "Notes") and a $28 million borrowing
under the Partnership's bank term credit facility. The Partnership intends to
refinance its Series C Notes, due December 15, 1996 in the amount of $22
million, and some or all of the remaining Notes as the various series become
payable. To facilitate such refinancing and provide for additional financial
flexibility, the Partnership has available the multi-year term credit facility,
which presently has a $60 million aggregate limit, and a $20 million working
capital facility, with three banks. The term facility may continue to be used
for refinancing a portion of the Notes and for capital projects, while the
working capital facility is available for general short-term borrowing purposes.
The Partnership has initiated discussions with its lenders to expand the
existing term credit facility to provide additional financial flexibility.
OTHER MATTERS
Reference is made to Note (d) to the Partnership's notes to consolidated
financial statements, beginning on page 4 of this Report, and to Part II, Item 1
of this Report, for discussions of the status of the FERC proceedings and
certain environmental matters.
-7-
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Item 3 in the Partnership's 1995 Annual Report on Form 10-K
for background information on certain litigation.
FERC PROCEEDING
Hearings in the FERC Proceeding (Docket Nos. OR92-8-000, et al.) concluded in
------
July 1996. The procedural schedule calls for the completion of post-hearing
briefs on November 26, 1996. An initial decision by the FERC Administrative Law
Judge is expected by mid-1997.
In a related FERC proceeding concerning the Partnership (Docket Nos. OR96-2-000,
et al.), testimony was filed by the parties between August and October 1996 and
- ------
the present procedural schedule calls for hearings to commence in December 1996.
This proceeding involves whether a tariff filing is required for movements on
certain of the Partnership's lines upstream of its Watson, California station
origin point and, if so, whether those rates may be set in this proceeding and
what those rates should be. On August 21, 1996, Ultramar Inc. ("Ultramar") filed
a separate complaint raising largely the same issues in this proceeding and, on
October 17, 1996, the FERC granted the Partnership's motion to consolidate
Ultramar's complaint into this proceeding.
On August 30, 1996, Ultramar filed a complaint concerning charges associated
with the use of the Partnership's Watson gathering enhancement facilities
(Docket No. OR96-15-000). On October 21, 1996, Ultramar filed an additional
complaint against the Partnership's West Line rates (Docket No. OR97-2-000),
presenting largely the same issues raised by the West Line shippers in the FERC
Proceeding. Management believes these complaints were filed by Ultramar
principally in an effort to obtain standing in the existing FERC proceedings,
and do not raise significant additional issues.
On June 26, 1996, the Partnership entered into an agreement with the El Paso
bankruptcy trustee which would settle El Paso's claims in the FERC Proceeding
with a payment by the Partnership of $1,250,000. This settlement has been
approved by the bankruptcy court. The Administrative Law Judge in the FERC
Proceeding has approved the withdrawal of El Paso's complaint and a final
decision by the FERC is pending. This settlement does not affect El Paso's
pending civil litigation against the Partnership.
In September 1996, the Partnership and Navajo reached an agreement in principle
whereby Navajo will withdraw its complaint against the Partnership's West Line
rates in exchange for a cash payment. Navajo's withdrawal of its West Line
complaint, which will be submitted to the FERC for approval in mid-November
1996, would not affect Navajo's remaining complaint against the Partnership's
East Line rates. During the quarter ended September 30, 1996, the Partnership
also presented settlement offers to all of the remaining complainants in the
FERC proceedings, including Navajo, concerning its East Line rates. During the
quarter ended September 30, 1996, the Partnership recorded an $8.0 million
provision for litigation costs to increase its existing reserves to reflect the
total amount that would be payable under the settlement offers that had been
extended as of that date, including those offers that have been accepted by El
Paso and Navajo.
-8-
<PAGE>
The terms of the pending settlement agreements with El Paso and Navajo do not
provide for prospective rate reductions, but other offers that have been
extended do include proposed reductions in the Partnership's rates. The
Partnership is not able to predict with certainty whether settlement agreements
will be completed with some or all of the remaining complainants, the final
terms of any such additional settlement agreements that may be consummated, or
the final outcome of the FERC proceedings should they be carried through to
their conclusions. However, the ultimate resolution of the FERC proceedings
could have a material adverse effect on the Partnership's results of operations,
financial condition or ability to maintain its quarterly cash distribution at
the current level.
ENVIRONMENTAL MATTERS
During the quarter ended September 30, 1996, the Partnership entered into a
stipulation with the United States Environmental Protection Agency, whereby the
Partnership will pay $300,000 in fines to settle a June 1993 Notice of
Violations associated with an oxygenate blending equipment malfunction at the
Partnership's Phoenix terminal.
Also during the quarter ended September 30, 1996, the Partnership entered into a
stipulation with the California Department of Fish and Game to settle the
agency's claims arising from a January 1994 pipeline product release in
Martinez, California. The Partnership agreed to pay a total of $200,000 in
restoration costs and to reimburse $50,000 in agency oversight costs.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following document is filed as part of this report:
Exhibit 27 Financial Data Schedule as of and for the nine months ended
September 30, 1996.
(b) Reports on Form 8-K filed during the quarter ended September 30, 1996:
None.
SIGNATURE
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, thereunto duly authorized.
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
(Registrant)
By: SANTA FE PACIFIC PIPELINES, INC., AS
GENERAL PARTNER
Date: November 13, 1996 By: /s/ BARRY R. PEARL
------------------------------------
Barry R. Pearl
Senior Vice President, Treasurer
and Chief Financial Officer
(On behalf of the Registrant)
-9-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF SFP PIPELINE HOLDINGS, INC. AS OF AND FOR
THE QUARTER ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 8,599
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,113
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 215,009
<CURRENT-LIABILITIES> 16,735
<BONDS> 204,034
0
0
<COMMON> 1
<OTHER-SE> (71,170)
<TOTAL-LIABILITY-AND-EQUITY> 215,009
<SALES> 0
<TOTAL-REVENUES> 22,400
<CGS> 0
<TOTAL-COSTS> 276
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,095
<INCOME-PRETAX> 9,624
<INCOME-TAX> 3,921
<INCOME-CONTINUING> 5,703
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<NET-INCOME> 5,703
<EPS-PRIMARY> 0
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</TABLE>
