<PAGE> 1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10-Q
(MARK ONE)
[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
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 1-11680
---------------------
EL PASO ENERGY PARTNERS, L.P.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 76-0396023
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
EL PASO ENERGY BUILDING
1001 LOUISIANA STREET
HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Registrant's Telephone Number, Including Area Code: (713) 420-2131
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 [ ]
The registrant had 31,550,314 common units outstanding as of November 6,
2000.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EL PASO ENERGY PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------- ------------------
2000 1999 2000 1999
------- ------- ------- --------
<S> <C> <C> <C> <C>
Operating revenues
Gathering, transportation, and platform services...... $23,459 $10,847 $57,417 $ 21,645
Oil and natural gas sales............................. 4,639 8,129 16,443 23,229
Gas storage services.................................. 1,544 -- 1,544 --
Equity investment earnings............................ 6,215 6,641 16,287 26,594
------- ------- ------- --------
35,857 25,617 91,691 71,468
------- ------- ------- --------
Operating expenses
Costs of gas and other products....................... 8,981 -- 14,933 --
Operation and maintenance, net........................ 3,675 7,817 7,208 18,751
Depreciation, depletion, and amortization............. 6,954 7,967 20,418 21,694
------- ------- ------- --------
19,610 15,784 42,559 40,445
------- ------- ------- --------
Operating income........................................ 16,247 9,833 49,132 31,023
Other income
Gain on sale of assets................................ 150 10,103 150 10,103
Other................................................. 143 39 1,310 306
------- ------- ------- --------
Income before interest, income taxes, and other
charges............................................... 16,540 19,975 50,592 41,432
------- ------- ------- --------
Interest and debt expense............................... 11,774 10,799 35,524 24,667
Income tax benefit...................................... (82) (178) (221) (355)
Minority interest....................................... (14) 97 121 176
------- ------- ------- --------
11,678 10,718 35,424 24,488
------- ------- ------- --------
Net income.............................................. 4,862 9,257 15,168 16,944
Net income allocated to Series B preference
unitholders........................................... 1,417 -- 1,417 --
Net income allocated to general partner................. 4,114 3,217 10,968 8,902
------- ------- ------- --------
Net income (loss) allocated to limited partners before
accounting change..................................... (669) 6,040 2,783 8,042
Cumulative effect of accounting change.................. -- -- -- (15,427)
------- ------- ------- --------
Net income (loss) allocated to limited partners......... $ (669) $ 6,040 $ 2,783 $ (7,385)
======= ======= ======= ========
Basic and diluted net income (loss) per unit before
accounting
change................................................ $ (0.02) $ 0.22 $ 0.10 $ 0.31
Cumulative effect of accounting change.................. -- -- -- (0.60)
------- ------- ------- --------
Basic and diluted net income (loss) per unit............ $ (0.02) $ 0.22 $ 0.10 $ (0.29)
======= ======= ======= ========
Weighted average number of units outstanding............ 31,229 27,029 28,429 25,556
======= ======= ======= ========
</TABLE>
See accompanying notes.
1
<PAGE> 3
EL PASO ENERGY PARTNERS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT UNIT AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
-------------- ------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents................................. $ 12,530 $ 4,202
Accounts receivable....................................... 14,682 8,501
Other..................................................... 9 254
-------- --------
Total current assets.............................. 27,221 12,957
Property, plant, and equipment, net......................... 612,712 373,759
Investments in unconsolidated affiliates.................... 191,020 185,766
Other....................................................... 11,595 11,103
-------- --------
Total assets...................................... $842,548 $583,585
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities
Accounts payable.......................................... $ 11,939 $ 5,415
Accrued liabilities....................................... 7,178 5,003
-------- --------
Total current liabilities......................... 19,117 10,418
Revolving credit facility................................... 288,000 290,000
Project financing........................................... 21,000 --
Long-term debt.............................................. 175,000 175,000
Other....................................................... 12,763 12,164
-------- --------
Total liabilities................................. 515,880 487,582
Commitments and contingencies
Minority interest........................................... (2,115) (486)
Partners' capital
Limited partners
Series B preference units; 170,000 units issued and
outstanding........................................... 171,417 --
Preference units; 78,450 and 289,699 units issued and
outstanding........................................... 812 2,969
Common units; 31,550,314 and 26,739,065 units issued
and outstanding....................................... 153,832 93,277
General partner........................................... 2,722 243
-------- --------
Total partners' capital........................... 328,783 96,489
-------- --------
Total liabilities and partners' capital........... $842,548 $583,585
======== ========
</TABLE>
See accompanying notes.
2
<PAGE> 4
EL PASO ENERGY PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30,
---------------------
2000 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities
Net income................................................ $ 15,168 $ 16,944
Adjustments to reconcile net income to net cash from
operating activities
Depreciation, depletion, and amortization.............. 20,418 21,694
Gain on sale of assets................................. (150) (10,103)
Distributed earnings of equity investees
Earnings from equity investees....................... (16,287) (26,594)
Distributions from equity investees.................. 23,216 34,933
Litigation reserve..................................... (2,250) 2,250
Other noncash items.................................... 1,964 3,454
Working capital changes, net of non-cash
transactions.......................................... 7,184 5,450
--------- ---------
Net cash provided by operating activities......... 49,263 48,028
--------- ---------
Cash flows from investing activities
Additions to property, plant, and equipment............... (64,409) (26,491)
Additions to investments in unconsolidated affiliates..... (13,166) (4,899)
Cash paid for acquisitions, net of cash acquired.......... (26,476) (73,735)
Proceeds from sale of interest in Deepwater Holdings...... -- 26,122
Distributions related to the formation of Deepwater
Holdings............................................... -- 20,000
Other..................................................... (186) (115)
--------- ---------
Net cash used in investing activities............. (104,237) (59,118)
--------- ---------
Cash flows from financing activities
Revolving credit borrowings, net of financing costs....... 115,048 113,126
Revolving credit repayments............................... (118,000) (216,850)
Net proceeds from project financing borrowings............ 19,705 --
Net proceeds from issuance of common units................ 100,784 --
Net proceeds from issuance of long-term debt.............. -- 168,896
Distributions to partners................................. (57,021) (48,637)
General Partner's contribution............................ 2,786 603
--------- ---------
Net cash provided by financing activities......... 63,302 17,138
--------- ---------
Increase in cash and cash equivalents....................... 8,328 6,048
Cash and cash equivalents
Beginning of period....................................... 4,202 3,108
--------- ---------
End of period............................................. $ 12,530 $ 9,156
========= =========
Non-cash activity:
Issuance of Series B preference units to acquire the
Crystal storage businesses............................. $ 170,000 $ --
</TABLE>
See accompanying notes.
3
<PAGE> 5
EL PASO ENERGY PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
Our 1999 Annual Report on Form 10-K includes a summary of our significant
accounting policies and other disclosures. You should read it in conjunction
with this Quarterly Report on Form 10-Q. The condensed consolidated financial
statements at September 30, 2000, and for the quarters and nine months ended
September 30, 2000 and 1999, are unaudited. The condensed consolidated balance
sheet at December 31, 1999, is derived from the audited financial statements.
These financial statements have been prepared pursuant to the rules and
regulations of the U.S. Securities and Exchange Commission and do not include
all disclosures required by accounting principles generally accepted in the
United States. In our opinion, we have made all adjustments, all of which are of
a normal, recurring nature, to fairly present our interim period results.
Information for interim periods may not necessarily indicate the results of
operations for the entire year due to the seasonal nature of our businesses. The
prior period information includes reclassifications which were made to conform
to the current presentation. These reclassifications have no effect on our
reported net income or partners' capital.
Cumulative Effect of Accounting Change
In 1999, we changed our method of allocating net income to our partners'
capital accounts from a method whereby we allocated income based on percentage
ownership and proportionate share of cash distributions, to a method whereby
income is allocated to the partners based upon the change from period to period
in their respective claims on our book value capital. We believe that the new
income allocation method is preferable because it better reflects the income
allocation provisions called for under the partnership agreement and the
resulting partners' capital accounts are more reflective of a partner's claim on
our book value capital at each period end. This change in accounting had no
impact on our consolidated net income or our consolidated total partners'
capital for any period presented. Furthermore, we do not expect the change to
impact the declaration of future cash distributions or affect an individual
partner's tax basis in the partnership. The impact of this change in accounting
has been recorded as a cumulative effect of an accounting change in our income
allocation for the quarter ended March 31, 1999.
2. ACQUISITIONS
In March 2000, we acquired the El Paso Intrastate-Alabama pipeline system,
or EPIA, from a subsidiary of El Paso Energy Corporation for $26.5 million in
cash. In addition to providing transportation services, EPIA provides marketing
services through the purchase and resale of natural gas. EPIA buys natural gas
from regional producers and others, and sells natural gas to local distribution
companies and others. We accounted for the acquisition as a purchase and
assigned the purchase price to the assets and liabilities acquired based upon
the estimated fair value of those assets and liabilities as of the acquisition
date. The values assigned are preliminary and may be revised based on additional
information. The following is summary information related to the acquisition (in
thousands):
<TABLE>
<S> <C>
Fair value of assets acquired.......................... $ 28,261
Fair value of liabilities assumed...................... (1,785)
--------
Net cash paid................................ $ 26,476
========
</TABLE>
In August, 2000, we acquired the salt dome natural gas storage businesses
of Crystal Gas Storage, Inc., a subsidiary of El Paso Energy Corporation, in
exchange for $170 million of Series B 10% Cumulative Redeemable Preference
Units. The Crystal storage businesses include the Petal and Hattiesburg natural
gas storage facilities located in Mississippi. Following this acquisition, we
began reporting gas storage services revenues in our operations. Gas storage
services consist primarily of fixed reservation fees for natural gas
4
<PAGE> 6
EL PASO ENERGY PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
storage capacity and are recognized and due during the month in which capacity
is reserved for the customer, regardless of the amount of capacity actually
used. We accounted for the acquisition as a purchase and assigned the purchase
price to the assets and liabilities acquired based upon the estimated fair value
of those assets and liabilities acquired as of the acquisition date. The values
assigned are preliminary and may be revised based on additional information. The
following is summary information related to the acquisition (in thousands):
<TABLE>
<S> <C>
Fair value of assets acquired............................... $170,573
Fair value of liabilities assumed........................... (573)
--------
Preference units issued........................... $170,000
========
</TABLE>
The following information represents our consolidated results of operations
on a pro forma basis for the nine month periods ended September 30, 2000 and
1999, as if we acquired EPIA and the Crystal storage businesses on January 1,
1999:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
2000 1999
-------- --------
(IN THOUSANDS, EXCEPT
PER UNIT AMOUNTS)
<S> <C> <C>
Operating revenues.......................................... $110,702 $102,743
Operating income............................................ $ 51,729 $ 35,465
Net income.................................................. $ 16,091 $ 20,337
Basic and diluted net income per unit....................... $ 0.13 $ 0.45
</TABLE>
In September 2000, we purchased the remaining 1 percent of Viosca Knoll
Gathering Company from El Paso Field Services for approximately $2.0 million.
3. PARTNERS' CAPITAL
Public offering of common units
In July 2000, we completed a public offering of 4,600,000 common units that
included 600,000 common units to cover over-allotments for the underwriters. We
used the net cash proceeds of $100.8 million from the offering to temporarily
reduce the balance outstanding under our revolving credit facility. In addition,
our General Partner contributed $1.1 million to us in order to satisfy its one
percent capital contribution requirement.
Redemption of preference units
On October 20, 2000, we redeemed the remainder of our outstanding
publicly-held preference units for approximately $0.8 million. Unitholders of
the 78,450 units were paid $10.25 in cash per unit. Following the retirement of
these publicly-held preference units, any remaining balance in their capital
account will be allocated to the common unitholders.
5
<PAGE> 7
EL PASO ENERGY PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Cash distributions
The following table reflects our per unit cash distributions to our
preference and common unitholders and the total incentive distributions paid to
our General Partner during the nine months ended September 30, 2000:
<TABLE>
<CAPTION>
PREFERENCE COMMON GENERAL
MONTH PAID UNIT UNIT PARTNER
---------- ---------- ------- -------
(IN MILLIONS)
<S> <C> <C> <C>
February........................................... $0.275 $0.525 $3.2
====== ======= ====
May................................................ $0.275 $0.5375 $3.6
====== ======= ====
August............................................. $0.275 $0.5375 $4.1
====== ======= ====
</TABLE>
In October 2000, we declared a cash distribution of $0.55 per common unit
($17.4 million in the aggregate), which we will pay on November 15, 2000, to
common unitholders of record as of October 31, 2000. In addition, we will pay
our General Partner $5.0 million, including an incentive distribution of $4.6
million. At the current distribution rates, our General Partner receives
approximately 22 percent of total cash distributions we pay.
Series B Preference Units
In August 2000, we issued $170 million of Series B Preference Units to
acquire the Crystal storage businesses. These newly issued preference units are
non-voting and have rights to income allocations on a cumulative basis,
compounded semi-annually at an annual rate of 10 percent. We are not obligated
to pay cash distributions on these units until 2010. After 2010, the rate will
increase to 12 percent and distributions will be required to be paid on a
current basis. The new preference units contain no mandatory redemption
obligation, but may be redeemed at our option at any time.
4. PROPERTY, PLANT, AND EQUIPMENT
Our property, plant, and equipment consisted of the following at September
30, 2000 and December 31, 1999:
<TABLE>
<CAPTION>
2000 1999
--------- ------------
(IN THOUSANDS)
<S> <C> <C>
Property, plant, and equipment, at cost
Pipelines................................................. $ 240,527 $ 179,382
Platforms and facilities.................................. 122,726 120,416
Oil and natural gas properties............................ 156,140 122,222
Gas storage facilities.................................... 149,318 --
Construction work-in-progress............................. 104,148 92,301
--------- ---------
772,859 514,321
Less accumulated depreciation and depletion................. (160,147) (140,562)
--------- ---------
Property, plant, and equipment, net.................... $ 612,712 $ 373,759
========= =========
</TABLE>
5. DEBT AND OTHER CREDIT FACILITIES
Partnership Credit Facilities
In June 2000, we amended and restated our revolving credit facility with a
syndicate of commercial banks to provide up to $500 million of available credit
subject to borrowing base limitations. As of
6
<PAGE> 8
EL PASO ENERGY PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
September 30, 2000, we had $288 million outstanding under this facility and $129
million available, and the average interest rate was 9.1%. We pay a commitment
fee of 0.25% per annum on the unused and unavailable portion of the credit
facility and 0.50% per annum on the unused and available portion.
In August 2000, we obtained a $95 million limited recourse project finance
loan from a group of commercial lenders. This loan is a syndication of a
construction loan that is convertible into a term loan upon completion of the
construction project. As of September 30, 2000, we had $21 million outstanding
and $74 million available, and the average interest rate was 8.4%. This loan
finances a substantial portion of the estimated $140.0 million costs of the
tension-leg platform, or TLP, pipelines and other facilities that we plan to
install in the Prince Field.
Other Credit Facilities
Deepwater Holdings, L.L.C. and Poseidon Oil Pipeline Company, L.L.C. are
parties to credit agreements under which each has outstanding obligations that
may restrict their ability to pay distributions to their respective owners.
Deepwater Holdings has a revolving credit facility with a syndicate of
commercial banks to provide up to $175 million. As of September 30, 2000,
Deepwater Holdings had $156 million outstanding under its credit facility at an
average floating interest rate of 8.2% and had $4 million available as a result
of its borrowing base limitations.
Poseidon has a revolving credit facility with a syndicate of commercial
banks to provide up to $150 million. As of September 30, 2000, Poseidon had $150
million outstanding under its facility at an average floating interest rate of
7.9%.
6. COMMITMENTS AND CONTINGENCIES
Hedging Activities
We engage in hedging activities on our oil and natural gas production to
obtain more determinable cash flows and to mitigate the risk of downward price
movements on sales of these commodities. We do this through oil and natural gas
swaps. At September 30, 2000, we had three oil and natural gas sales swaps
covering a significant portion of our production for the calendar year 2000. For
the nine months ended September 30, 2000 and 1999, we paid $8.6 million and $1.3
million under these contracts. Had we settled our open hedging positions as of
September 30, 2000, based on the applicable settlement prices of the NYMEX
futures contracts, we would have recognized losses of approximately $0.3 million
related to our oil swap and $5.9 million related to our natural gas swaps. All
of our derivative instruments currently expire in December 2000.
Poseidon
In January 2000, an anchor from a submersible drilling rig in tow damaged a
section of the Poseidon system north of our Ship Shoal 332 platform. The
accident resulted in the release of approximately 2,200 barrels of crude oil in
the waters surrounding the system, caused damage to our platform, and resulted
in initial shutdown of the system and certain surrounding facilities in which we
have ownership interests. Poseidon's costs to repair the damaged pipeline and
clean up the crude oil released into the Gulf was approximately $17 million, and
Poseidon has filed a lawsuit against the rig's owner. As of the end of the first
quarter, the pipeline was repaired and throughput returned to normal levels. In
June 2000, we recorded income of $1.0 million of insurance proceeds for business
interruption.
7
<PAGE> 9
EL PASO ENERGY PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Legal Proceedings
We are a named defendant in a lawsuit filed by Transcontinental Gas
Pipeline Company. Transco alleged that it had the right, under a platform lease
agreement with us, to expand its facilities and operations on the offshore
platform by connecting additional pipeline receiving and appurtenant facilities.
We denied Transco's request to expand its facilities and operations because we
do not believe the lease agreement provides for such expansion, and because
Transco's activities would have interfered with the Manta Ray Offshore system
and our existing and planned activities on that platform. The case went to trial
on April 3, 2000, and the jury found that we were not at fault and therefore
awarded no damages to Transco. Transco has filed motions related to the jury's
findings.
We are named a defendant in actions brought by Jack Grynberg on behalf of
the U.S. Government under the False Claims Act. Generally, these complaints
allege an industry-wide conspiracy to underreport the heating value as well as
the volumes of the natural gas produced from federal and Native American lands,
which deprived the U.S. Government of royalties. We have also been named as a
defendant in a similar class action suit, Quinque Operating Company v. Gas
Pipelines. This complaint alleges that the defendants mismeasured natural gas
volumes and heating content of natural gas on non-federal and non-Native
American lands. The Quinque complaint was transferred to the same court handling
the Grynberg complaint. We believe both complaints are without merit.
We are also a named defendant in numerous lawsuits and a named party in
numerous governmental proceedings arising in the ordinary course of our
business.
While the outcome of the matters discussed above cannot be predicted with
certainty, we do not expect the ultimate resolution of these matters to have a
material adverse effect on our financial position, results of operations, or
cash flows.
Environmental
We are subject to extensive federal, state, and local laws and regulations
governing environmental quality and pollution control. These laws and
regulations require us to remove or remedy the effect on the environment of the
disposal or release of specified substances at current and former operating
sites.
It is possible that new information or future developments could require us
to reassess our potential exposure related to environmental matters. We may
incur significant costs and liabilities in order to comply with existing
environmental laws and regulations. It is also possible that other developments,
such as increasingly strict environmental laws and regulations, and claims for
damages to property, employees, other persons and the environment resulting from
our current or past operations, could result in substantial costs and
liabilities in the future. As this information becomes available, or other
relevant developments occur, we will make accruals accordingly.
8
<PAGE> 10
EL PASO ENERGY PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
7. SEGMENT INFORMATION
We segregate our business activities into three segments: Gathering,
Transportation, and Platform Services, Oil and Natural Gas Production, and Gas
Storage Services. As a result of our acquisition of EPIA in March 2000, we began
providing marketing services to our customers. Our marketing activities are
recorded in the Gathering, Transportation, and Platform Services segment. As a
result of our acquisition of the Crystal storage businesses in August 2000, we
began providing natural gas storage services and have shown these activities as
a separate segment. Each of our segments are business units that offer different
services and products. They are managed separately, as each requires different
technology and marketing strategies. We measure segment performance based on
performance cash flows, or an asset's or investment's ability to generate cash
flow. We determine performance cash flows by taking earnings before interest,
taxes, and depreciation, depletion, and amortization, and adding or subtracting
as appropriate, cash distributions from equity investments, earnings
attributable to equity investments, and other cash and non-cash items. We use
this measure as a supplemental financial measurement in the evaluation of our
business, and you should not consider it an alternative to earnings before
interest and taxes, or EBIT, as an indicator of our operating performance or to
cash flows from operating activities as a measure of our liquidity. In addition,
it may not be a comparable measurement among different companies. Performance
cash flows are presented here to provide you with additional information about
our assets and investments. The accounting policies of the individual segments
are the same as ours. The following table summarizes certain financial
information for our business segments (in thousands):
<TABLE>
<CAPTION>
GATHERING,
TRANSPORTATION, OIL AND
AND PLATFORM NATURAL GAS GAS STORAGE
SERVICES PRODUCTION SERVICES OTHER(1) TOTAL
--------------- ----------- ----------- -------- --------
AS OF AND FOR THE QUARTER ENDED SEPTEMBER 30, 2000
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from external customers..... $ 23,459 $ 4,639 $ 1,544 $ -- $ 29,642
Intersegment revenue................ 3,356 -- 6 (3,362) --
Earnings from equity investments.... 6,215 -- -- -- 6,215
Depreciation, depletion, and
amortization..................... 3,749 2,707 467 31 6,954
Operating income (loss)............. 17,711 (1,825) 393 (32) 16,247
EBIT................................ 17,915 (1,825) 393 57 16,540
Performance cash flows.............. 23,180 281 860 90 24,411
Assets.............................. 593,671 59,805 170,272 18,800 842,548
</TABLE>
<TABLE>
<CAPTION>
AS OF AND FOR THE QUARTER ENDED SEPTEMBER 30, 1999
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from external customers..... $ 10,847 $ 8,129 $ -- $ -- $ 18,976
Intersegment revenue................ 3,635 -- -- (3,635) --
Earnings from equity investments.... 6,641 -- -- -- 6,641
Depreciation, depletion, and
amortization..................... 4,320 3,644 -- 3 7,967
Operating income (loss)............. 10,405 (567) -- (5) 9,833
EBIT................................ 20,511 (567) -- 31 19,975
Performance cash flows.............. 21,163 3,389 -- 34 24,586
Assets.............................. 498,074 74,588 -- 20,992 593,654
</TABLE>
<TABLE>
<CAPTION>
AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from external customers..... $ 57,417 $16,443 $ 1,544 $ -- $ 75,404
Intersegment revenue................ 9,975 -- 6 (9,981) --
Earnings from equity investments.... 16,287 -- -- -- 16,287
Depreciation, depletion, and
amortization..................... 10,914 8,915 467 122 20,418
Operating income (loss)............. 53,229 (4,367) 393 (123) 49,132
EBIT................................ 54,441 (4,367) 393 125 50,592
Performance cash flows.............. 72,033 3,584 860 248 76,725
Assets.............................. 593,671 59,805 170,272 18,800 842,548
</TABLE>
---------------
(1) Represents intersegment eliminations and other income or assets not
associated with our segment activities.
9
<PAGE> 11
EL PASO ENERGY PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
GATHERING,
TRANSPORTATION, OIL AND GAS
AND PLATFORM NATURAL GAS STORAGE
SERVICES PRODUCTION SERVICES OTHER(1) TOTAL
--------------- ----------- -------- -------- --------
AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from external customers........ $ 21,645 $23,229 $-- $ -- $ 44,874
Intersegment revenue................... 9,645 -- -- (9,645) --
Earnings from equity investments....... 26,594 -- -- -- 26,594
Depreciation, depletion, and
amortization........................ 8,556 13,128 -- 10 21,694
Operating income (loss)................ 35,644 (4,610) -- (11) 31,023
EBIT................................... 45,886 (4,610) -- 156 41,432
Performance cash flows................. 54,928 9,482 -- 168 64,578
Assets................................. 498,074 74,588 -- 20,992 593,654
</TABLE>
---------------------
(1) Represents intersegment eliminations and other income or assets not
associated with our segment activities.
8. INVESTMENTS IN UNCONSOLIDATED AFFILIATES
We hold investments in various affiliates which we account for using the
equity method of accounting. Summarized financial information for these
investments is as follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 2000
------------------------------------------------------------
MANTA
RAY DEEPWATER
OFFSHORE(A) NAUTILUS(A) HOLDINGS(B) POSEIDON TOTAL
----------- ----------- ----------- -------- -------
<S> <C> <C> <C> <C> <C>
OWNERSHIP INTEREST...................... 25.67% 25.67% 50% 36%
======= ======= ======== =======
(IN THOUSANDS)
OPERATING RESULTS DATA:
Operating revenues.................... $12,711 $ 7,900 $ 49,254 $47,934
Other income.......................... 1,593 8 335 1,183
Operating expenses.................... (2,651) (1,261) (21,614) (5,289)
Depreciation.......................... (3,206) (4,410) (13,284) (7,657)
Other expenses........................ (54) (270) (7,031) (8,489)
------- ------- -------- -------
Net income............................ $ 8,393 $ 1,967 $ 7,660 $27,682
======= ======= ======== =======
OUR SHARE:
Allocated income...................... $ 2,154 $ 505 $ 3,830 $ 9,965
Adjustments(c)........................ (175) -- 654 (646)
------- ------- -------- -------
Earnings from equity investments...... $ 1,979 $ 505 $ 4,484 $ 9,319 $16,287
======= ======= ======== ======= =======
Allocated distributions............... $ 4,135 $ 1,813 $ 9,550 $ 7,718 $23,216
======= ======= ======== ======= =======
</TABLE>
---------------------
(a) We own indirect investments in Manta Ray Offshore Gathering Company, L.L.C.
and Nautilus Pipeline Company, L.L.C. However, because we believe separate
data on each of these investees is more meaningful, results have been
reflected separately.
(b) Deepwater Holdings was formed in September 1999 and owns 100 percent of High
Island Offshore System, L.L.C., East Breaks Gathering Company, L.L.C., U-T
Offshore System, L.L.C., Stingray Pipeline Company, L.L.C., and West Cameron
Dehydration Company, L.L.C.
(c) We recorded adjustments primarily for differences from estimated year end
1999 earnings reported in our Annual Report on Form 10-K and actual earnings
reported in the 1999 audited annual reports of our unconsolidated
affiliates, and for purchase price adjustments under Accounting Principles
Board (APB) Opinion No. 16, "Business Combinations."
10
<PAGE> 12
EL PASO ENERGY PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1999
--------------------------------------------------------------------
MANTA
RAY VIOSCA
OFFSHORE(A) NAUTILUS(A) KNOLL(B) STINGRAY HIOS UTOS
----------- ----------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
END OF PERIOD
OWNERSHIP
INTEREST............ 25.67% 25.67% 99% 50% 50% 50%
======= ======= ======= ======= ======== =======
(IN THOUSANDS)
OPERATING RESULTS
DATA:
Operating revenue... $11,926 $ 6,927 $12,338 $13,322 $ 27,370 $ 3,233
Other income
(expense)......... 1,804 (82) 31 1,898 143 52
Operating
expenses.......... (2,805) (1,034) (925) (7,932) (13,212), (1,544)
Depreciation........ (3,832) (4,417) (1,752) (5,699) (3,475) (420)
Interest expense.... (37) (289) (1,973) (1,516) -- --
------- ------- ------- ------- -------- -------
Net income (loss)... $ 7,056 $ 1,105 $ 7,719 $ 73 $ 10,826 $ 1,321
======= ======= ======= ======= ======== =======
OUR SHARE:
Allocated income
(loss)............ $ 1,811 $ 284 $ 3,860 $ 37 $ 4,780 $ 614
Adjustments(d)...... (617) (57) -- 1,223 92 (25)
------- ------- ------- ------- -------- -------
Earnings from equity
investments....... $ 1,194 $ 227 $ 3,860 $ 1,260 $ 4,872 $ 589
======= ======= ======= ======= ======== =======
Allocated
distributions..... $ 3,324 $ 1,087 $ 6,350 $ 2,501 $ 6,900 $ 1,000
======= ======= ======= ======= ======== =======
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1999
------------------------------------------
WEST
CAMERON DEEPWATER
DEHY HOLDINGS(C) POSEIDON TOTAL
------- ----------- -------- -------
<S> <C> <C> <C> <C>
END OF PERIOD
OWNERSHIP
INTEREST............ 50% 50% 36%
====== ==== =======
(IN THOUSANDS)
OPERATING RESULTS
DATA:
Operating revenue... $1,934 $ -- $54,884
Other income
(expense)......... 23 -- 273
Operating
expenses.......... (210) -- (5,935)
Depreciation........ (12) -- (4,231)
Interest expense.... -- (26) (6,584)
------ ---- -------
Net income (loss)... $1,735 $(26) $38,407
====== ==== =======
OUR SHARE:
Allocated income
(loss)............ $ 868 $(13) $13,827
Adjustments(d)...... -- -- (90)
------ ---- -------
Earnings from equity
investments....... $ 868 $(13) $13,737 $26,594
====== ==== ======= =======
Allocated
distributions..... $ 800 $ -- $12,971 $34,933
====== ==== ======= =======
</TABLE>
---------------
(a) We own indirect investments in these investees. However, because we believe
separate data for each of these investees is more meaningful, results have
been reflected separately.
(b) The information presented for Viosca Knoll as an equity investment is
through May 31, 1999. On June 1, 1999, we began consolidating the results of
Viosca Knoll as a result of acquiring an additional 49 percent interest in
the system.
(c) Deepwater Holdings was formed in September 1999 and owns 100 percent of High
Island Offshore System, L.L.C., East Breaks Gathering Company, L.L.C., U-T
Offshore System, L.L.C., Stingray Pipeline Company, L.L.C., and West Cameron
Dehydration Company, L.L.C.
(d) We recorded adjustments primarily for differences from estimated year end
1998 earnings reported in our Annual Report on Form 10-K and actual earnings
reported in the 1998 audited annual reports of our unconsolidated
affiliates, and for purchase price adjustments under APB Opinion No. 16,
except for Stingray which resulted from changes in estimates of reserves for
uncollectible revenues.
9. RELATED PARTY TRANSACTIONS
Our transactions with related parties are as follows (in thousands):
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------- ------------------
2000 1999 2000 1999
------- ------ ------- -------
<S> <C> <C> <C> <C>
Revenues received from related parties:
Oil and natural gas sales.......................... $ 6,932 $8,090 $18,579 $23,116
Gathering, transportation and platform services.... 2,969 -- 3,019 990
------- ------ ------- -------
$ 9,901 $8,090 $21,598 $24,106
======= ====== ======= =======
Expenses paid to related parties:
Purchased natural gas costs........................ $ 4,519 $ -- $ 6,569 $ --
Operating expenses................................. 6,129 2,877 15,750 10,014
------- ------ ------- -------
$10,648 $2,877 $22,319 $10,014
======= ====== ======= =======
Reimbursements received from related parties:
Operating expenses................................. $ 4,909 $ 116 $15,634 $ 418
======= ====== ======= =======
</TABLE>
There have been no changes to our related party relationships, except as
described below, from our 1999 Annual Report on Form 10-K.
11
<PAGE> 13
EL PASO ENERGY PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
As a result of becoming the operator of Deepwater Holdings' assets, we
began receiving a reimbursement from Deepwater Holdings for the cost of
operating HIOS, UTOS, East Breaks, Stingray, and West Cameron Dehy. This
reimbursement is a fixed monthly amount covering normal operating activities and
is recorded as a reduction to our operation and maintenance expense. To the
extent our costs are more than the monthly reimbursement, our operating expenses
will be higher, and to the extent our costs are lower than the monthly
reimbursement, our operating expense will be lower. In addition, due to the
timing of actual costs, we may recognize fluctuations in our results of
operations throughout the year.
In March 2000, we acquired EPIA. EPIA's sales of natural gas,
transportation services, and purchases of natural gas include transactions with
affiliates of our general partner.
In November 1999, we entered into an agreement with El Paso Field Services
under which they provide personnel to operate Stingray and West Cameron Dehy.
During 2000, El Paso Field Services also began operating HIOS, UTOS, East Breaks
and EPIA. In August 2000, we entered into an agreement whereby El Paso Field
Services will operate the Crystal storage businesses. All fees paid under these
contracts approximate actual costs incurred.
In October 1999, we farmed out our working interest in the Prince Field,
formerly known as the Ewing Bank 958 Unit, to El Paso Production GOM, Inc., an
indirect subsidiary of El Paso Energy. Under the terms of the farmout agreement,
our net overriding royalty interest in the Prince Field, increased to a weighted
average of approximately 9 percent. If El Paso Production GOM recoups the costs
associated with its drilling and completion activities on the field, we can
convert our royalty interest into a 30 percent undivided working interest. El
Paso Production GOM began drilling on the Prince Field in November 1999 and
encountered over 200 feet of net hydrocarbon pay. As a result, El Paso
Production GOM contracted with us to build the TLP described below.
In July 1999, we entered into a contract with MODEC International, L.L.C.
for the design, construction, fabrication and installation of the hull, tendons,
pilings and production risers for a TLP, to be used as part of the Prince Field
development. In May 2000, we entered into a letter of intent and, in August
2000, we finalized the processing agreement with El Paso Production GOM to
install and own the TLP.
10. NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
Accounting for Derivative Instruments and Hedging Activities
In June of 1998, the Financial Accounting Standards Board, (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities. In June of 1999, the FASB
extended the adoption date of SFAS No. 133 through the issuance of SFAS No. 137,
Deferral of the Effective Date of SFAS 133. In June 2000, the FASB issued SFAS
No. 138, Accounting for Certain Derivative Instruments and Certain Hedging
Activities, which also amended SFAS No. 133. SFAS No. 133, and its amendments
and interpretations, establishes accounting and reporting standards for
derivative instruments, including derivative instruments embedded in other
contracts, and derivative instruments used for hedging activities. It will
require that we measure all derivative instruments at their fair value, and
classify them as either assets or liabilities on our balance sheet, with a
corresponding offset to income or other comprehensive income depending on their
designation, their intended use, or their ability to qualify as hedges under the
standard.
We will adopt SFAS No. 133 beginning January 1, 2001, and will apply the
standard to all derivative instruments that exist on that date, except for
derivative instruments embedded in other contracts. As provided for in SFAS No.
133, we will apply the provisions of the standard to derivative instruments
embedded in other contracts issued, acquired, or substantively modified after
December 31, 1998.
12
<PAGE> 14
EL PASO ENERGY PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
We use derivative instruments to hedge risks associated with commodity
prices. All of our existing derivative instruments expire in December 2000.
Therefore, there will be no impact relating to our existing derivative
instruments on our financial statements as a result of adopting SFAS No. 133.
However, if we enter into additional financial transactions, these transactions
may have an impact on our financial statements.
Revenue Recognition in Financial Statements
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements,
to provide guidance for revenue recognition issues and disclosure requirements.
SAB No. 101 offers guidelines, examples, and explanations for uncertain matters
relating to the recognition of revenue and will be effective for us in the
fourth quarter of 2000. We do not believe the adoption of SAB No. 101 will have
a material impact on our financial position, results of operations, or cash
flows.
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities
In September 2000, the FASB issued SFAS No. 140, Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities, which
replaces SFAS No. 125. This statement revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, but carries over most of SFAS No. 125's provisions
without reconsideration. This standard has various effective dates, the earliest
of which is for fiscal years ending after December 15, 2000. We do not believe
the adoption of SFAS No. 140 will have a material impact on our financial
position, results of operations, or cash flows.
13
<PAGE> 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information contained in this section updates, and should be read in
conjunction with, information disclosed in Part II, Items 7, 7A and 8, in our
Annual Report on Form 10-K for the year ended December 31, 1999, in addition to
the financial statements and notes presented in Item 1 of this Quarterly Report
on Form 10-Q.
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2000 Compared With Third Quarter Ended
September 30, 1999
For the quarter ended September 30, 2000, our net income was $4.9 million
versus $9.3 million for the quarter ended September 30, 1999. Third quarter 2000
results included earnings from the newly installed Allegheny oil pipeline, the
newly acquired EPIA gathering system, and the newly acquired Crystal storage
businesses. In addition, we had lower net operating costs. Net income for the
third quarter 1999 included a $10.1 million gain relating to the formation of
Deepwater Holdings. EBIT was $16.5 million for the third quarter of 2000 versus
$20.0 million for the third quarter of 1999.
Nine Months Ended September 30, 2000 Compared With Nine Months Ended September
30, 1999
For the nine months ended September 30, 2000, our net income was $15.2
million versus $16.9 million for the nine months ended September 30, 1999. Nine
months ended September 30, 2000 included earnings from the newly installed
Allegheny oil pipeline, the newly acquired EPIA system, a higher contribution
from the Viosca Knoll gathering system due to our acquisition of an additional
interest in this system in June 1999 and again in September 2000, and the newly
acquired Crystal storage businesses. In addition, we had lower net operating
costs which included the favorable resolution of the Transco litigation. These
increases were offset by lower earnings from Poseidon as a result of a pipeline
rupture in the first quarter 2000. Net income for the nine months ended
September 30, 1999 included a $10.1 million gain relating to the formation of
Deepwater Holdings. EBIT was $50.6 million for the nine months ended September
30, 2000 versus $41.4 million for the nine months ended September 30, 1999.
A more detailed analysis of our segment results and non-operating expenses
is discussed below.
SEGMENT RESULTS
As a result of our acquisition of the Crystal storage businesses in August
2000, we began providing natural gas storage services. We have shown these
activities as a separate segment.
The following table presents EBIT by segment and in total for each of the
three and nine months ended September 30:
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ ------------------
2000 1999 2000 1999
------- ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
EARNINGS BEFORE INTEREST EXPENSE AND INCOME TAXES
Gathering, transportation, and platform services.... $17,915 $20,511 $54,441 $45,886
Oil and natural gas production...................... (1,825) (567) (4,367) (4,610)
Gas storage services................................ 393 -- 393 --
------- ------- ------- -------
Segment EBIT...................................... 16,483 19,944 50,467 41,276
Non-segment activity, net........................... 57 31 125 156
------- ------- ------- -------
Consolidated EBIT................................. $16,540 $19,975 $50,592 $41,432
======= ======= ======= =======
</TABLE>
EBIT variances are discussed in the segment results below.
14
<PAGE> 16
GATHERING, TRANSPORTATION, AND PLATFORM SERVICES
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- --------------------
2000 1999 2000 1999
------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Gathering and transportation..................... $ 8,643 $ 8,607 $ 28,522 $ 13,545
Platform services................................ 7,422 5,875 20,208 17,744
Equity investment earnings....................... 6,215 6,641 16,287 26,594
Natural gas sales................................ 10,750 -- 18,662 --
------- -------- -------- --------
Total operating revenues....................... 33,030 21,123 83,679 57,883
Purchased natural gas costs...................... (8,759) -- (14,344) --
Operating expenses, net.......................... (6,560) (10,719) (16,106) (22,239)
Other income..................................... 204 10,107 1,212 10,242
------- -------- -------- --------
EBIT........................................... $17,915 $ 20,511 $ 54,441 $ 45,886
======= ======== ======== ========
</TABLE>
Third Quarter Ended September 30, 2000 Compared With Third Quarter Ended
September 30, 1999
Operating revenues for the quarter ended September 30, 2000, were $11.9
million higher than the same period in 1999 primarily as a result of the
purchase of the EPIA system in March 2000. EPIA, in addition to providing
transportation services, provides marketing services through the purchase and
resale of natural gas. EPIA buys natural gas from regional producers and others,
and sells natural gas to local distribution companies and others. The revenue
from the sale of natural gas is reflected above as "natural gas sales" and the
cost of natural gas acquired for resale is reflected as "purchased natural gas
costs." Revenues were also higher due to the Allegheny oil pipeline, which was
placed in service in the fourth quarter of 1999. These increases were partially
offset by lower equity earnings from Poseidon and lower revenues from the Viosca
Knoll gathering system.
Operating expenses for the quarter ended September 30, 2000, were $3.9
million lower than the same period in 1999 primarily due to cost recoveries
under our operating agreement with Deepwater Holdings relative to actual costs
incurred. This was partially offset by higher operating costs as a result of
acquiring EPIA in March 2000.
Other income for the quarter ended September 30, 1999 included a $10.1
million gain as a result of the formation of Deepwater Holdings.
Nine Months Ended September 30, 2000 Compared With Nine Months Ended September
30, 1999
Operating revenues for the nine months ended September 30, 2000, were $25.8
million higher than the same period in 1999, primarily as a result of the
purchase of the EPIA system in March 2000. Revenues were also higher due to an
additional 49 percent interest in Viosca Knoll purchased in June 1999, and the
Allegheny oil pipeline, which was placed in service in the fourth quarter of
1999. These increases were partially offset by lower equity earnings from
Deepwater Holdings as a result of an increase in expenses from operating East
Breaks, which was placed in service in June 2000, as well as, lower equity
earnings from Poseidon due to the pipeline rupture in January 2000.
Operating expenses for the nine months ended September 30, 2000, were $5.9
million lower than the same period in 1999 due to the favorable resolution of
the Transco litigation and cost recoveries under our operating agreement with
Deepwater Holdings relative to actual costs incurred during the first and third
quarter for those operations. These decreases were partially offset by higher
operating costs as a result of acquiring EPIA in March 2000.
Other income for the nine months ended September 30, 2000 includes $1.0
million of business interruption insurance proceeds relating to the Poseidon
pipeline rupture in January 2000. Other income for the nine months ended
September 30, 1999 includes a gain of $10.1 million relating to the formation of
Deepwater Holdings.
15
<PAGE> 17
OIL AND NATURAL GAS PRODUCTION
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ --------------------
2000 1999 2000 1999
------- ------- -------- --------
(IN THOUSANDS, EXCEPT VOLUMES)
<S> <C> <C> <C> <C>
Natural gas...................................... $ 2,376 $ 6,811 $ 11,122 $ 19,459
Oil, condensate, and liquids..................... 2,263 1,318 5,321 3,770
------- ------- -------- --------
Total operating revenues............... 4,639 8,129 16,443 23,229
Operating expenses............................... (6,464) (8,696) (20,810) (27,839)
------- ------- -------- --------
EBIT........................................... $(1,825) $ (567) $ (4,367) $ (4,610)
======= ======= ======== ========
Volumes(1)
Natural gas sales (MMcf)....................... 1,546 2,824 5,438 9,701
======= ======= ======== ========
Oil, condensate, and liquid sales (MBbls)...... 86 86 223 279
======= ======= ======== ========
Weighted average realized prices(1)
Natural gas ($/Mcf)............................ $ 1.54 $ 2.40 $ 2.05 $ 2.00
======= ======= ======== ========
Oil, condensate, and liquids ($/Bbl)........... $ 26.31 $ 15.14 $ 23.89 $ 13.45
======= ======= ======== ========
</TABLE>
---------------
(1) As generally used in the energy industry and in this document, the following
terms have the following meanings:
MMcf = million cubic feet
MBbls = thousand barrels
Mcf = thousand cubic feet
Bbl = barrel
Third Quarter Ended September 30, 2000 Compared With Third Quarter Ended
September 30, 1999
Oil and natural gas sales for the quarter ended September 30, 2000, were
$3.5 million lower than 1999. The decrease was a result of lower oil and natural
gas production due to normal production declines of existing reserves, the
permanent shut-in of two wells at VK 817, and lower realized natural gas prices,
offset by higher realized oil prices. Realized prices were affected by hedges in
place during the period.
We engage in hedging activities on our oil and natural gas production to
obtain more determinable cash flows and to mitigate the risk of downward price
movements on sales of these commodities. We do this through oil and natural gas
swaps. All of our derivative instruments currently expire in December 2000.
Operating expenses for the quarter ended September 30, 2000, were $2.2
million lower than in the same period in 1999, primarily as a result of lower
depletion due to lower oil and natural gas production.
Nine Months Ended September 30, 2000 Compared With Nine Months Ended September
30, 1999
Oil and natural gas sales for the nine months ended September 30, 2000,
were $6.8 million lower than 1999. The decrease was a result of lower oil and
natural gas production due to normal production declines of existing reserves,
the permanent shut-in of two wells at VK 817, and the temporary shut in of
Garden Banks 72 and 117 as a result of the Poseidon rupture, offset by higher
realized prices of both oil and natural gas. Realized prices were affected by
hedges in place during the period.
Operating expenses for the nine months ended September 30, 2000, were $7.0
million lower than 1999, primarily a result of lower depletion due to lower oil
and natural gas production.
16
<PAGE> 18
GAS STORAGE SERVICES
<TABLE>
<CAPTION>
NINE MONTHS
QUARTER ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------- ---------------
2000 1999 2000 1999
------- ---- ------- ----
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Gas Storage services..................................... $ 1,550 $ -- $ 1,550 $ --
------- -------
Total operating revenues....................... 1,550 -- 1,550 --
Operating expenses, net.................................. (1,157) -- (1,157) --
------- ---- ------- ----
EBIT........................................... $ 393 $ -- $ 393 $ --
======= ==== ======= ====
</TABLE>
In August 2000, we acquired the Crystal storage businesses. For the quarter
and nine months ended September 30, 2000, the revenues from these businesses
consisted primarily of fixed reservation fees for gas storage capacity. Gas
storage capacity revenues are recognized and due during the month in which
capacity is reserved for the customer, regardless of the amount of capacity
actually used. Operating expenses consist of management and operating fees and
depreciation on the storage facilities.
INTEREST AND DEBT EXPENSE
Interest and debt expense, net of capitalized interest, for the three
months ended September 30, 2000, was $1 million higher than 1999 due to slightly
higher debt levels.
Interest and debt expense, net of capitalized interest, for the nine months
ended September 30, 2000, was $11 million higher than 1999 due to higher average
debt levels and interest rates in 2000.
LIQUIDITY AND CAPITAL RESOURCES
CASH FROM OPERATING ACTIVITIES
Net cash provided by operating activities was $49.3 million for the nine
months ended September 30, 2000, compared to $48.0 million for the same period
in 1999. The increase was due to higher earnings from acquisitions, such as
EPIA, the Crystal storage businesses and the increase in our investment in
Viosca Knoll and the newly installed Allegheny pipeline. These increases were
offset by higher interest expense and lower earnings from Poseidon.
CASH FROM INVESTING ACTIVITIES
Net cash used in investing activities was approximately $104.2 million for
the nine months ended September 30, 2000, due to our acquisition of EPIA,
additions to property, plant, and equipment, and additional capital funding of
our equity investments.
CASH FROM FINANCING ACTIVITIES
Net cash flows provided by financing activities totaled approximately $63.3
million for the nine months ended September 30, 2000. During 2000, we received
net proceeds of $19.7 million from our project finance loan and issued common
units for $100.8 million of net proceeds. These activities were offset by our
distributions to partners of $57.0 million.
In June 2000, we amended our existing senior secured revolving credit
facility, increasing the facility to $500.0 million from $375.0 million, with
availability based upon historical cash flow. This credit facility allows us to
pursue the increasing number of internal growth opportunities and to implement
our acquisition growth
17
<PAGE> 19
strategy. Specifically, the additional borrowing capacity will be used to expand
our offshore and onshore infrastructure through acquisitions and construction.
To finance a substantial portion of the estimated $140.0 million total cost
of the TLP, pipelines and other facilities that we plan to install in the Prince
Field, we obtained a $95.0 million limited recourse project finance loan from a
group of commercial lenders that would be convertible into a term loan upon
completion of the construction project.
In July 2000, we completed a public offering of 4,600,000 common units that
included 600,000 common units to cover over-allotments for the underwriters. We
used the net cash proceeds of $100.8 million to temporarily reduce the balance
outstanding under our revolving credit facility. We may reborrow funds available
under our revolving credit facility in the future for general business purposes,
including expanding our offshore and onshore infrastructure through acquisitions
and construction.
As a result of the third and final offer to convert our 289,699 outstanding
publicly-held preference units into an equal number of our common units, which
expired on August 7, 2000, approximately 211,000 units were tendered for
conversion by our unitholders. On October 20, 2000, we redeemed the remainder of
our outstanding publicly-held preference units for approximately $0.8 million.
Unitholders of the 78,450 units were paid $10.25 in cash per unit. Following the
retirement of these units, any remaining balance in their capital account will
be allocated to the common unitholders.
We expect that future funding for capital expenditures, acquisitions, and
other investing activities and for long-term debt retirements, distributions,
and other financing expenditures will be provided by internally generated funds,
available capacity under existing credit facilities, and the issuance of
long-term debt or equity.
COMMITMENTS AND CONTINGENCIES
See Note 6, which is incorporated herein by reference.
OTHER
In August 2000, we finalized a processing agreement with El Paso Production
GOM under which they would commit all of the natural gas and oil produced from
the Prince Field to a TLP, the related pipelines, and separating and handling
facilities that we will install by July 2001. The platform is anticipated to be
delivered in April 2001 with first production anticipated to commence in June
2001. El Paso Production GOM will pay us a fixed monthly demand charge beginning
upon installation of our TLP, as well as a commodity charge for the natural gas,
oil and brine produced from the Prince Field. In addition, El Paso Production
GOM would use other existing pipelines, including our Poseidon and Manta Ray
Offshore joint venture systems, to transport the Prince Field production from
our TLP to shore.
In January 2000, El Paso Energy announced it had entered into an agreement
to merge with The Coastal Corporation. Coastal is the parent company of ANR
Pipeline Company, which is our joint venture partner in Deepwater Holdings. The
merger, which is expected to close in the fourth quarter, is subject to certain
conditions, including receipt of certain required government approvals. If the
merger is completed, ANR will become our affiliate.
NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
See Note 10, which is incorporated herein by reference.
18
<PAGE> 20
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
We have made statements in this document that constitute forward-looking
statements, as that term is defined in the Private Securities Litigation Reform
Act of 1995. These statements are subject to risks and uncertainties.
Forward-looking statements include information concerning possible or assumed
future results of operations. These statements may relate to information or
assumptions about:
- earnings per unit;
- capital and other expenditures;
- cash distributions;
- financing plans;
- capital structure;
- cash flow;
- pending legal proceedings and claims, including environmental matters;
- future economic performance;
- operating income;
- cost savings;
- management's plans; and
- goals and objectives for future operations.
Important factors that could cause actual results to differ materially from
estimates or projections contained in forward-looking statements include, among
others, the following:
- the increasing competition within our industry;
- the timing and extent of changes in commodity prices for natural gas and
oil;
- the uncertainties associated with customer contract expirations on our
pipeline systems;
- the conditions of equity and other capital market; and
- the ability to successfully integrate acquisitions.
These and other risk factors are more fully described in our other filings
with the Securities and Exchange Commission, including our Annual Report on Form
10-K for the year ended December 31, 1999.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information updates, and you should read it in conjunction with,
information disclosed in Part II, Item 7A in our Annual Report on Form 10-K for
the year ended December 31, 1999, in addition to the information presented in
Items 1 and 2 of this Quarterly Report on Form 10-Q.
At September 30, 2000, we had three oil and natural gas sales swaps
covering a significant portion of our production for the calendar year 2000. For
the nine months ended September 30, 2000 and 1999, we recorded a net loss of
$8.6 million and $1.3 million, respectively, on these contracts. Had we settled
our open hedging positions as of September 30, 2000, based on the applicable
settlement prices of the NYMEX futures contracts, we would have recognized
losses of approximately $0.3 million related to our oil swap and $5.9 million
related to our natural gas swaps. All of our existing derivative instruments
expire in December 2000.
19
<PAGE> 21
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Part I -- Financial Information, Note 6, which is incorporated herein
by reference.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
See Part I -- Financial Information, Note 3, which is incorporated herein
by reference.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Each exhibit identified below is filed as part of this quarterly report.
Exhibits not incorporated by reference to a prior filing are designated by an
asterisk; all exhibits not so designated are incorporated herein by reference to
a prior filing as indicated.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*10.14 Credit Agreement dated as of August 23, 2000 by and among
Argo, L.L.C., the lenders party thereto, the Chase Manhattan
Bank, as administrative agent, First Union National Bank, as
syndication agent, Bank One, N.A., as documentation agent,
and Chase Securities Inc., as arranger.
*10.15 Sponsor Agreement dated as of August 23, 2000, by El Paso
Energy Partners, L.P., and the Chase Manhattan Bank, as
administrative agent.
*10.16 Agreement and Plan of Merger dated as of August 28, 2000 by
and among El Paso Energy Partners, L.P., as Parent, El Paso
Partners Acquisition, L.L.C., Crystal Holding, Inc., and
Crystal Gas Storage, Inc.
*27 Financial Data Schedule
</TABLE>
(b) Report on Form 8-K
We filed a Current Report on Form 8-K, dated July 14, 2000, with regard to
our pending acquisition of the natural gas storage businesses of Crystal Gas
Storage, Inc. and the amendment of our senior secured revolving credit facility.
We filed a Current Report on Form 8-K, dated July 20, 2000, reporting
unaudited pro forma condensed combined financial statements reflecting our
pending acquisition of the natural gas storage businesses of Crystal Gas
Storage, Inc.
We filed a Current Report on Form 8-K, dated July 27, 2000, regarding the
underwriting agreement related to our public offering of common units that
closed on July 28, 2000.
We filed a current report on Form 8-K dated September 11, 2000, updating
pro forma financial statements relating to the acquisition of the salt dome
natural gas storage business of Crystal Gas Storage Inc.
20
<PAGE> 22
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 thereunto duly authorized.
EL PASO ENERGY PARTNERS, L.P.
By: EL PASO ENERGY PARTNERS COMPANY,
its General Partner
Date: November 9, 2000 By: /s/ KEITH B. FORMAN
------------------------------------
Keith B. Forman
Vice President and Chief Financial
Officer
Date: November 9, 2000 By: /s/ D. MARK LELAND
------------------------------------
D. Mark Leland
Senior Vice President and Controller
(Principal Accounting Officer)
21
<PAGE> 23
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*10.14 Credit Agreement dated as of August 23, 2000 by and among
Argo, L.L.C., the lenders party thereto, the Chase Manhattan
Bank, as administrative agent, First Union National Bank, as
syndication agent, Bank One, N.A., as documentation agent,
and Chase Securities Inc., as arranger.
*10.15 Sponsor Agreement dated as of August 23, 2000, by El Paso
Energy Partners, L.P., and the Chase Manhattan Bank, as
administrative agent.
*10.16 Agreement and Plan of Merger dated as of August 28, 2000 by
and among El Paso Energy Partners, L.P., as Parent, El Paso
Partners Acquisition, L.L.C., Crystal Holding, Inc. and
Crystal Gas Storage, Inc.
*27 Financial Data Schedule
</TABLE>
