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
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-13584
ENRON GLOBAL POWER & PIPELINES L.L.C.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0456366
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
ENRON BUILDING
1400 SMITH STREET
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 853-1937
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 o
Indicate the number of shares outstanding of each of the issuer's classes of
common shares, as of the latest practicable date:
CLASS OUTSTANDING AS OF OCTOBER 28,1996
_____________ _________________________
Common Shares 24,384,186 shares
ENRON GLOBAL POWER & PIPELINES L.L.C.
TABLE OF CONTENTS
PAGE NO.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Statement of Income - Three Months Ended
September 30, 1996 and 1995 and Nine Months Ended
September 30, 1996 and 1995........................... 1
Consolidated Balance Sheet - September 30, 1996
and December 31, 1995................................. 2
Consolidated Statement of Cash Flows -
Nine Months Ended September 30, 1996 and 1995......... 3
Consolidated Statement of Changes in Shareholders'
Equity - Nine Months Ended September 30, 1996......... 4
Notes to Consolidated Financial Statements............... 5
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................12
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote
of Security Holders...................................24
ITEM 5. Other Matters............................................24
ITEM 6. Exhibits and Reports on Form 8-K........................ 24
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ENRON GLOBAL POWER & PIPELINES L.L.C.
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- -------------------
1996 1995 1996 1995
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Technical Assistance Fees $ 3,106 $ 2,741 $ 8,414 $ 7,459
Equity in Earnings of Unconsolidated
Subsidiaries:
Pipeline operations 5,890 6,272 22,419 17,045
Power operations 4,019 2,633 11,676 7,834
--------------------------------------------
Technical Assistance Fees
and Equity in Earnings 13,015 11,646 42,509 32,338
General and Administrative Expenses (1,304) (1,863) (4,215) (4,658)
Taxes Other Than Income (199) (211) (492) (453)
Interest Expense (836) - (836) -
Other Income, net 1,359 675 478 1,125
--------------------------------------------
Income Before Income Taxes 12,035 10,247 37,444 28,352
Income Taxes 1,150 1,282 3,463 3,229
--------------------------------------------
Net Income $ 10,885 $ 8,965 $ 33,981 $ 25,123
============================================
Net Income Per Common Share $ 0.45 $ 0.43 $ 1.41 $ 1.21
============================================
Average Number of Common Shares
Used in Computation 24,371 20,840 24,141 20,840
============================================
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
ENRON GLOBAL POWER & PIPELINES L.L.C.
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
- -------------------------------------------------------------------------------------
(Unaudited)
ASSETS
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 27,228 $ 23,364
Accounts receivable 5,239 3,778
Current portion of note receivable 987 -
----------------------------------
Total Current Assets 33,454 27,142
----------------------------------
Investments in and Advances to
Unconsolidated Subsidiaries 290,778 159,621
Note Receivable 7,526 -
Other 1,966 950
----------------------------------
Total Assets $ 333,724 $ 187,713
==================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 7,553 $ 5,341
Accrued taxes 1,814 2,481
Current portion of note payable 36,583 -
----------------------------------
Total Current Liabilities 45,950 7,822
----------------------------------
Deferred Income Taxes 3,834 2,539
Note Payable 24,750 -
Shareholders' Equity
Common shares, no par value,
200,000,000 shares authorized
and 24,371,186 and 20,858,750
shares issued and outstanding,
respectively 219,478 156,607
Retained earnings 39,712 20,745
----------------------------------
Total Shareholders' Equity 259,190 177,352
----------------------------------
Total Liabilities and Shareholders' Equity $ 333,724 $ 187,713
==================================
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
ENRON GLOBAL POWER & PIPELINES L.L.C.
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
September 30,
-----------------------
1996 1995
- ------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows From Operating Activities:
Reconciliation of net income
to net cash flows from
operating activities:
Net income $ 33,981 $ 25,123
Equity in earnings of unconsolidated
subsidiaries (34,095) (24,879)
Distributions from unconsolidated
subsidiaries 34,224 27,456
Deferred income taxes 1,295 1,250
Changes in components of working capital:
Accounts receivable (398) 2,915
Accounts payable 2,172 1,048
Accrued taxes (667) (92)
Other, net (939) 225
------------------------
Net Cash Flows From Operating Activities 35,573 33,046
------------------------
Cash Flows From Investing Activities:
Net investments in and advances to
unconsolidated subsidiaries (117,500) (4,451)
Proceeds from sale of unconsolidated subsidiary 39,167 -
-----------------------
Net Cash Flows Used in Investing Activities (78,333) (4,451)
-----------------------
Cash Flows From Financing Activities:
Common Shares Issued 179 -
Proceeds from long-term debt 117,500 -
Payment of long-term debt (56,167) -
Dividends paid (14,888) (12,817)
-----------------------
Net Cash Flows Provided by (Used in)
Financing Activities 46,624 (12,817)
Increase in Cash and Cash Equivalents 3,864 15,778
Cash and Cash Equivalents, Beginning of Period 23,364 6,570
------------------------
Cash and Cash Equivalents, End of Period $ 27,228 $ 22,348
========================
Supplemental Cash Flow Information:
Cash Paid for Income Taxes $ 3,045 $ 1,125
========================
Cash Paid for Interest $ 1,484 $ -
========================
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
ENRON GLOBAL POWER & PIPELINES L.L.C.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SHAREHOLDERS' EQUITY
------------------------
COMMON RETAINED
SHARES EARNINGS
- ------------------------------------------------------------------------------------
<S> <C> <C>
Balance at December 31, 1995 $ 156,607 $ 20,745
Net Income - 33,981
Dividends - (14,888)
Issuances for Acquisitions 91,513 (126)
Excess of Fair Value of Assets Acquired over
Affiliate's Basis (28,821) -
Issuances for Stock Options 179 -
---------------------------
Balance at September 30, 1996 $ 219,478 $ 39,712
===========================
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
ENRON GLOBAL POWER & PIPELINES L.L.C.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
Enron Global Power & Pipelines L.L.C. (EPP), a Delaware limited liability
company, initially owned interests in a natural gas pipeline system in
Argentina, two power plants in the Philippines and a power plant in Guatemala.
EPP's pipeline operations in Argentina are conducted through its wholly owned
subsidiary, Enron Pipeline Company - Argentina S.A. (EPCA). EPCA owns 25% of
Compa<n~><i'>a de Inversiones de Energ<i'>a S.A. (CIESA), which in turn owns
70% of Transportadora de Gas del Sur S.A. (TGS), the entity that owns the
pipeline system. EPP's power operations in the Philippines are conducted
through its wholly owned subsidiary, Enron Power Philippines Corp. (EPPC). EPPC
owns 50% of the outstanding stock of Subic Power Corp. (SPC) and Batangas Power
Corp.(BPC), the entities that own the respective power plants. The Guatemala
power operations are conducted through EPP's 50% ownership interest in Puerto
Quetzal Power Corp.
On May 9, 1996, EPP acquired an indirect 49% limited partnership interest (and
may, upon receipt of certain approvals, acquire a 1% general partnership
interest) in Centragas - Transportadora de Gas de la Reg<i'>on Central de Enron
Development & C<i'>a. S.C.A. (Centragas) in exchange for approximately 1.6
million common shares from a wholly owned subsidiary of Enron Corp. Centragas
is a Colombian limited partnership, formed to build, own and operate, for a 15-
year period, a 357-mile, 18-inch natural gas pipeline and related facilities
(the Colombia Pipeline) from Ballena on the northern coast of Colombia to
Barrancabermeja in the central region of the country. In addition to EPP's
interest discussed above, Tomen Corporation, a Japanese corporation, and
Promigas S.A. (Promigas), a Colombian corporation and the operator of the
Colombia Pipeline, each own a 25% limited partner interest in Centragas.
Construction of the pipeline was completed and commercial operations were
achieved on February 24, 1996. Empresa Colombiana de Petr<o'>leos (Ecopetrol),
the state-owned oil company of Colombia, became obligated, as of February 24,
1996, to pay full tariffs to Centragas.
The Colombia Pipeline was developed under the terms of the Transportation
Services Contract dated May 12, 1994 (the Centragas Transportation Services
Contract), between Centragas and Ecopetrol. Pursuant to the Centragas
Transportation Services Contract, Centragas built and will own and operate the
Colombia Pipeline and transport natural gas for Ecopetrol for a period of 15
years from the commencement of commercial operations (February 24, 1996) and,
at the end of this 15-year period, will transfer the Colombia Pipeline to
Ecopetrol "as is" for a payment equal to $500,000 plus 1% of the construction
costs of the Colombia Pipeline, subject to adjustment in certain cases. The
Centragas Transportation Services Contract provides that Ecopetrol will pay two
monthly tariffs, an availability tariff generally designed to cover debt
service, certain taxes and return of and on equity for Centragas and a
transportation tariff generally designed to cover the operation and maintenance
costs of the Colombia Pipeline. The full amount of the tariffs are payable
without regard to the amount of gas Ecopetrol delivers to the Colombia
Pipeline. The tariffs are payable in Colombian pesos but the majority of the
tariffs are denominated in U.S. dollars and Ecopetrol is obligated to indemnify
Centragas against all losses, costs and expenses resulting from conversion or
devaluation of Colombian pesos in connection with the U.S. dollar-denominated
portion of the tariffs.
The Colombia Pipeline includes 21 lateral lines along the mainline to connect
with distribution networks, a dehydration facility and two metering stations.
The Colombia Pipeline has an initial design capacity of approximately 3.1
MMm{3}/d (million cubic meters per day) (110 Mmcf/d (million cubic feet per
day)) at an inlet pressure of 1200 pounds per square inch, without compression.
Demand for gas from the Colombia Pipeline is initially expected to come from
Ecopetrol's refinery at Barrancabermeja, which has the capacity to use
approximately 2.1 MMm{3}/d (75 MMcf/d).
Promigas, a publicly-traded Colombian company involved in natural gas
transportation and distribution in Colombia, pursuant to an Operations and
Maintenance Contract between Centragas and Promigas, operates and maintains the
Colombia Pipeline for the 15-year operational period in accordance with the
requirements of the Centragas Transportation Services Contract. Promigas is
Colombia's largest natural gas pipeline company, transporting approximately 69%
of the natural gas consumed in Colombia in 1993. Excluding the Colombia
Pipeline, Promigas currently operates approximately 910 km (565 miles) of gas
pipelines in Colombia with a capacity in its principal pipeline of
approximately 9.1 MMm{3}/d (320 MMcf/d). On January 31, 1996, a wholly owned
indirect subsidiary of Enron Corp. acquired Ecopetrol's approximate 39% equity
interest in Promigas, making Enron Corp. the largest shareholder of Promigas.
Centragas obtained project debt financing of $172 million through the issuance
in the international capital markets of Senior Secured Notes due 2010 (the
"Notes"). The Notes have a 16-year maturity and an interest rate of 10.65% per
year. The Notes are collateralized by substantially all of the assets of
Centragas. Centragas is subject to certain dividend payment restrictions in
connection with the project financing. Payment of dividends are not currently
restricted and are not expected to be restricted under the terms of the project
financing agreements.
On June 18, 1996, EPP acquired an indirect 50% limited partnership interest in
Smith/Enron Cogeneration Limited Partnership (SECLP) and Smith/Enron O&M
Limited Partnership (SEOM), which own and provide services, respectively, to a
185 megawatt power project in Puerto Plata, Dominican Republic (the Puerto
Plata Plant), in exchange for approximately 1.6 million common shares from a
wholly owned subsidiary of Enron Corp. Smith Cogeneration International, Inc.
owns the remaining 50% of SECLP and SEOM.
The Puerto Plata Plant was developed under the terms of the Electric Energy
Supply and Sales Contract dated July 26, 1993, as amended (the Puerto Plata
Energy Supply Contract), with Corporaci<o'>n Dominicana de Electricidad (CDE),
the government agency which provides electric services to the Dominican
Republic, and the Government of the Dominican Republic (the DR Government).
Pursuant to the Puerto Plata Energy Supply Contract, SECLP will own and SEOM
will operate the Puerto Plata Plant and will provide plant capacity and
electricity to CDE for a period of 19 years from the date combined cycle
commercial operation began (January 16, 1996), with the option for CDE to
extend for one year. The Puerto Plata Energy Supply Contract provides that CDE
will pay fixed capacity payments (subject to reduction if availability falls
below 90% or if capacity is less than 185 megawatt based on annual testing),
fixed and variable operation and maintenance payments and an energy payment
providing for a pass-through of the Puerto Plata Plant's fuel costs with such
pass-through being subject to certain limitations. The capacity payments are
designed to cover debt service and return of, and on, equity for SECLP, and the
operations and maintenance payments are designed to cover the operation and
maintenance costs of the Puerto Plata Plant. CDE has the option of paying its
obligations under the Puerto Plata Energy Supply Contract in U.S. dollars or an
equivalent amount of Dominican Republic pesos based on the prevailing rate of
exchange in the Dominican Republic banking exchange market. SECLP has arranged
to convert the Dominican Republic pesos into U.S. dollars through short-term
agreements with commercial banks. The Puerto Plata Energy Supply Contract
provides that CDE must indemnify SECLP for any losses incurred by SECLP as a
result of the inability to convert or delay in converting Dominican Republic
pesos to U.S. dollars.
SECLP has arranged a total of $153 million in project debt financing for the
Puerto Plata Plant at interest rates ranging from 6.72% to 16% and final
maturities ranging from ten to 13.5 years. The debt is collateralized by
substantially all of the assets of the Puerto Plata Plant. SECLP is subject to
certain dividend payment restrictions in connection with the project financing.
Payment of dividends are not currently restricted and are not expected to be
restricted under the terms of project financing agreements. Dividends are
restricted pending receipt of approval from the DR Government. Approval is
expected before December 31, 1996.
SECLP also arranged for construction cost overrun loans (COL) from Enron
affiliates. Approximately $10.7 million face amount of COL were purchased by
EPP for approximately $8.5 million and another $1 million of COL were funded by
Enron in June 1996. The COL bear interest at 13.5% with interest and principal
payable semiannually through December 2003.
The Purchase Agreement among EPP, Enron International Inc. and Enron Holding
Co. L.L.C. dated June 17, 1996, includes provisions that may require an
adjustment to the purchase price by December 31, 1997, depending upon the
resolution of certain contingencies including the final amount of COL and
collection of certain receivables by SECLP from CDE totaling approximately $2.7
million.
CIESA was incorporated in Buenos Aires, Argentina, on December 14, 1992. Until
recently, CIESA was owned by EPCA; Perez Companc S.A. (Perez Companc);
Compa<n~><i'>a de Inversiones en Transporte de Gas S.A. (CITGAS); and Argentina
Private Development Trust Limited (APDT), each of which owned 25% of CIESA's
common stock.
Effective July 31, 1996, EPP together with Perez Companc, equally acquired
through their respective subsidiaries APDT's 25% interest in CIESA for $117.5
million each (See Note 6) and EPP granted to Enron Corp. the right to acquire a
4 1/6% interest in CIESA for approximately $39 million. On August 8, 1996,
Enron Corp. and Perez Companc entered into a stock purchase agreement with
CITGAS which transferred all rights and obligations deriving from CITGAS's 25%
shareholding in CIESA equally to subsidiaries of Enron Corp. and Perez Companc.
The closing of the CITGAS transaction, which is subject to regulatory approval
and other requirements, is expected to occur by November 15, 1996. However, the
respective voting and economic rights were transferred effective August 1,
1996.
On August 23, 1996, Enron Corp. exercised its right to acquire the 4 1/6%
interest in CIESA from EPP. As a result of the APDT and CITGAS transactions,
Perez Companc and its subsidiary will have a 50% ownership in CIESA, EPCA will
own 33 1/3% and Enron Corp. will own 16 2/3%; however, voting rights will be
owned 50% by Perez Companc and its subsidiary and 50% by EPCA.
2. ACQUISITIONS
Acquisitions of projects from Enron Corp. are transactions between entities
under common control that are accounted for similar to the pooling of interests
method of accounting using the historical carryover basis and restating
historical results to include the results of acquired projects. The
consolidated statement of income for the nine months ended September 30, 1996,
reflects (a) $3.6 million of equity in earnings from SECLP (See Note 9) and (b)
$4.4 million of equity in earnings from Centragas (approximately $2.8 million
of which are related to an early completion bonus, certain aspects of which are
being contested by Ecopetrol). Centragas believes that it has a strong legal
and factual claim to all of the early completion bonus from Ecopetrol, and
Centragas intends to vigorously assert its claim to such bonus. Although no
assurances can be given, EPP believes that the ultimate resolution of the
dispute with Ecopetrol will not have a material adverse effect on EPP's
financial condition or results of operation. In addition, the consolidated
statement of income for the nine months ended September 30, 1996, reflects
expenses of approximately $1.9 million associated with the acquisitions of
Centragas and SECLP and $0.2 million of withholding taxes in Colombia.
3. BASIS OF PRESENTATION
The consolidated financial statements included herein have been prepared by EPP
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, they reflect all adjustments which are, in
the opinion of management, necessary for a fair presentation of the financial
results for the interim periods. Certain information and notes normally
included in financial statements prepared in accordance with generally accepted
accounting principles (GAAP) have been condensed or omitted pursuant to such
rules and regulations. However, EPP believes that the disclosures are adequate
to make the information presented not misleading. These consolidated financial
statements should be read in conjunction with the consolidated financial
statements and the notes thereto included in EPP's Annual Report on Form 10-K
for the year ended December 31, 1995.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from the estimates.
EPP records as cash equivalents all highly liquid short-term investments with
original maturities of three months or less. From time to time, EPP invests
excess funds with affiliates of Enron Corp. under promissory notes payable on
demand at market interest rates. At September 30, 1996, approximately
$21.0 million was invested under such notes. Such amounts are classified as
cash equivalents.
All monetary amounts presented in tables herein are expressed in thousands,
except per share amounts.
Certain prior period amounts have been reclassified to conform with the current
presentation.
4. SHAREHOLDERS' EQUITY
On September 16, 1996, EPP paid a quarterly cash dividend of $0.22 per share.
5. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED SUBSIDIARIES
EPP's investments in and advances to unconsolidated subsidiaries and the
changes in such balances are as follows:
PIPELINE POWER TOTAL
- ------------------------------------------------------------------------------
Balance at December 31, 1995 $ 97,609 $ 62,012 $ 159,621
Equity in Earnings 22,419 11,676 34,095
Acquisitions 100,755 30,531 131,286
Distributions (29,100) (5,124) (34,224)
----------------------------------
Balance at September 30, 1996 $ 191,683 $ 99,095 $ 290,778
==================================
At September 30, 1996, EPP's share of undistributed earnings of its pipeline
and power subsidiaries totaled approximately $3.5 million and $20.7 million,
respectively. In the first nine months of 1996, EPPC received $5.1 million in
dividends from its Philippine power operations. On October 17, 1996, SPC and
BPC declared dividends of $1.2 million and $2.7 million, respectively, of which
EPPC expects to receive $2.0 million. In the first nine months of 1996, EPCA
received $29.1 million of dividends from CIESA. Equity in earnings are net of
amortization of excess investment. Amortization of excess investment relates to
the amortization of $7.5 million over 19 years (the term of the Puerto Plata
Energy Supply Contract), or $0.4 million per year, of the difference between
the investment in SECLP and 50% of the underlying equity of SECLP and
amortization of $46.1 million over 40 years (the approximate remaining term of
the operating license), or $1.2 million per year, of the difference between the
acquisition price and proportionate share of the underlying U.S. GAAP equity of
CIESA.
6. Long-Term Debt
On July 31, 1996, EPCA borrowed $117.5 million from Enron Corp. to purchase an
additional 12.5% interest in CIESA (See Note 1). The note bears interest at
the one month London Interbank Offering Rate (LIBOR) plus 0.75% with interest
due monthly and principal due September 30, 1997. EPCA sold a 4 1/6% interest
in CIESA to Enron Corp. on August 23, 1996, for $39.2 million and used the
proceeds to repay a portion of the $117.5 million debt.
On October 10, 1996, EPCA borrowed $24.75 million from Centragas at the one
month LIBOR with principal due October 2011. The proceeds were used to repay a
portion of the debt with Enron Corp. The loans were made from funds that
cannot legally be dividended from Centragas, but can be loaned pursuant to the
terms of a cash management agreement with Centragas.
Enron has an option to purchase up to $47.0 million of EPP common shares
anytime prior to September 30, 1997, at market price. If such option is
exercised, a portion of the proceeds from such purchases will be used to repay
a portion of the debt with Enron Corp.
7. OTHER INCOME, NET
Other income, net, includes $1.3 million and $0.7 million of interest income
for the three months ended September 30, 1996 and 1995, respectively, and $2.3
million and $1.1 million of interest income for the nine months ended September
30, 1996 and 1995, respectively.
8. ACQUISITION OF CIESA
Effective July 31, 1996, EPP acquired an additional 12.5% interest in CIESA for
$117.5 million, of which 4 1/6% was subsequently sold to a wholly owned
subsidiary of Enron Corp. The accompanying consolidated financial statements
include the results of operations for CIESA for the additional net 8 1/3%
interest from July 31, 1996. This acquisition was accounted for as a purchase
(See Notes 1 and 6).
Detailed below are summarized pro forma results of operations for EPP as though
the acquisition of CIESA had occurred on January 1, 1995.
Three Months Ended Nine Months Ended
(IN THOUSANDS EXCEPT September 30, September 30,
PER SHARE DATA) ----------------------------------------------
1996 1995 1996 1995
- ------------------------------------------------------------------------------
Technical assistance fees and
equity in earnings $ 13,691 $ 13,664 $ 48,863 $ 37,739
Net Income 11,659 11,272 36,731 31,412
Net Income per Common Share $ 0.48 $ 0.54 $ 1.52 $ 1.51
9. LITIGATION
SECLP is currently involved in an International Chamber of Commerce arbitration
proceeding against CDE and the DR Government. SECLP currently claims that CDE
owes approximately $17.5 million in past due amounts under the Puerto Plata
Energy Supply Contract, a claim which CDE disputes as to $16.2 million of the
$17.5 million. CDE claims that SECLP owes approximately $15.2 million in delay
damages to CDE pursuant to the Puerto Plata Energy Supply Contract and the DR
Government has alleged that its guaranty of CDE's obligations under the Puerto
Plata Energy Supply Contract and the $24 million irrevocable and cash
collateralized letter of credit furnished by the DR Government are void because
such commitments were not approved by the Congress of the Dominican Republic.
The DR Government has also requested that the arbitration tribunal enjoin SECLP
from drawing on the letter of credit. SECLP denies the claims of CDE and the
DR Government and is currently preparing its defense against such claims, which
defense will include the fact that the claim for delay damages was previously
waived by CDE and the DR Government in an earlier contractual undertaking.
SECLP believes that it has strong legal and factual defenses, and intends to
vigorously pursue its claims against, as well as contest the claims brought by,
CDE and the DR Government. Although no assurances can be given, EPP believes
that the ultimate resolution of these matters will not have a material adverse
effect on its financial position or results of operations.
10. Supplemental Cash Flow Information
During the first nine months of 1996, noncash investing activities included the
issuance of approximately 3.5 million shares of common stock in exchange for
assets with a carryover basis totaling $62.6 million related to the Centragas,
SECLP and SEOM acquisitions discussed in Note 1.
11. Subsequent Events
During October 1996, EPPC purchased a note receivable, payable from BPC to
Enron Power Operating Corp. for approximately $5.2 million. The note yields
interest of 9.8% and matures on July 11, 2003.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
PRIMARY ASSETS AND SOURCES OF EARNINGS AND CASH
The primary assets of Enron Global Power & Pipelines L.L.C. ("EPP"), a
Delaware limited liability company owned approximately 59% by Enron Corp.
(together with its subsidiaries, "Enron") at September 30, 1996, are its
interests in 50% or less owned companies ("Project Companies") which it holds
directly or indirectly through wholly owned subsidiaries. EPP accounts for its
interests in the Project Companies under the equity method of accounting and
records its proportionate share of the earnings or losses of the Project
Companies. The operations of the Project Companies are EPP's primary source of
earnings. EPP also receives technical assistance fees, paid by Project
Companies to certain wholly owned subsidiaries of EPP, primarily by
Transportadora de Gas del Sur S.A. ("TGS") to Enron Pipeline Company -
Argentina S.A. ("EPCA"). EPP's primary source of cash is dividends paid by the
Project Companies and technical assistance fees. Declaration and payment of
such dividends are at the sole discretion of the boards of directors of the
Project Companies and are subject to operating profitability of the Project
Companies and certain restrictions including among others, restrictions on the
distribution of cash under applicable credit agreements and government imposed
currency restrictions, if any.
RESULTS OF OPERATIONS OF EPP
General
For the nine months ended September 30, 1996, EPP's technical assistance
fees and equity in earnings from its Argentine and Philippine operations
constituted approximately 61%, and 15%, respectively, of EPP's technical
assistance fees and equity in earnings. As of September 30, 1996, Argentine
and Philippine assets accounted for approximately 52% and 19%, respectively, of
EPP's assets. As a result, if Argentine and Philippine operations were
materially and adversely affected, EPP's financial condition and results of
operations could be materially and adversely affected. See "Pipeline
Operations" and "Power Operations" below for the results of operations of EPP's
unconsolidated subsidiaries.
Acquisitions of projects from Enron are transactions between entities
under common control that are accounted for similar to the pooling of interests
method of accounting using the historical carryover basis and restating
historical results to include the results of acquired projects. The
consolidated statement of income for the nine months ended September 30, 1996,
reflects (a) $3.6 million of equity in earnings from Smith/Enron Cogeneration
Limited Partnership ("SECLP") and Smith/Enron O&M Limited Partnership ("SEOM")
and (b)$4.4 million of equity in earnings from Centragas - Transportadora de
Gas de la Reg<i'>on Central de Enron Development & C<i'>a. S.C.A.
("Centragas"). Centragas and SECLP had not achieved full commercial operations
during the first nine months of 1995. Additionally, the nine months ended
September 30, 1996, include $1.9 million of acquisition related expenses for
Colombia and the Dominican Republic and $0.2 million of withholding taxes in
Colombia. Approximately $2.8 million of the equity in earnings are due to an
early completion bonus earned at Centragas during the nine months ended
September 30, 1996, certain aspects of which are being contested by Empresa
Colombiana de Petr<o'>leos ("Ecopetrol"). Centragas believes that it has a
strong legal and factual claim to all of the early completion bonus from
Ecopetrol, and Centragas intends to vigorously assert its claim to such bonus.
Although no assurances can be given, EPP believes that the ultimate resolution
of the dispute with Ecopetrol will not have a material adverse effect on EPP's
financial condition or results of operations.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 VS.
THE THREE MONTHS ENDED SEPTEMBER 30, 1995
TECHNICAL ASSISTANCE FEES AND EQUITY IN EARNINGS. Technical assistance
fees and equity in earnings increased $1.4 million (12%) in the third quarter
of 1996 compared to the third quarter of 1995. The increase is primarily due to
earnings resulting from the acquisition of SECLP and SEOM, increased earnings
in the Philippines and increased fees in Argentina and the Dominican Republic
partially offset by decreased earnings in Argentina as a result of a
retroactive increase in income tax rates from 30% to 33% effective January 1,
1996.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
decreased $0.6 million (30%) in the third quarter of 1996 compared to the third
quarter of 1995 primarily due to severance expenses incurred during the prior
year.
INTEREST EXPENSE. Interest expense increased $0.8 million during the
third quarter of 1996 as compared to the third quarter of 1995 primarily due to
the interest expense associated with the debt incurred in obtaining the
additional ownership of Compa<n~><i'>a de Inversiones de Energ<i'>a S.A.
("CIESA").
OTHER INCOME, NET. Other income, net, increased $0.7 million (101%) in
the third quarter of 1996 compared to the third quarter of 1995 primarily due
to an increase in interest income received in the Philippines and from the
Dominican Republic on notes receivable from SECLP.
INCOME TAXES. Income taxes decreased $0.1 million (10%) for the third
quarter of 1996 compared to the third quarter of 1995 primarily due to lower
withholding taxes in the Philippines due to lower equity earnings. The income
of EPP is not taxable to EPP; however, EPCA and Enron Power Philippines Corp.
("EPPC"), both wholly owned subsidiaries of EPP, are taxable entities in their
respective local jurisdictions. The effective tax rate paid by these
subsidiaries is less than the statutory rate because a majority of the income
of these subsidiaries relates to ownership of equity investments, which is not
subject to tax; however, EPCA is subject to taxes (currently 33%) primarily on
the technical assistance fees it receives from TGS net of interest expense.
Dividends paid to EPP from EPPC and Centragas are subject to certain
withholding taxes of 15% and 7%, respectively.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 VS.
THE NINE MONTHS ENDED SEPTEMBER 30, 1995
TECHNICAL ASSISTANCE FEES AND EQUITY IN EARNINGS. Technical assistance
fees and equity in earnings increased $10.2 million (31%) in the first nine
months of 1996, compared to the first nine months of 1995. The increase is
primarily due to earnings resulting from the acquisitions of Centragas and
SECLP and increased technical assistance fees and earnings in Argentina and
Guatemala offset by decreased earnings in the Philippines.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
decreased $0.4 million (10%) in the first nine months of 1996 compared to the
first nine months of 1995 primarily due to severance expenses incurred during
the prior year.
INTEREST EXPENSE. Interest expense increased $0.8 million for the first
nine months of 1996 compared to the first nine months of 1995 primarily due to
the interest expense associated with the debt incurred in obtaining the
additional ownership of CIESA.
OTHER INCOME, NET. Other income, net, decreased $0.6 million (58%) in the
first nine months of 1996 compared to the first nine months of 1995 primarily
due to acquisition related expenses for Centragas and the Dominican Republic
($1.9 million), partially offset by increased interest income in the
Philippines and from the Dominican Republic on notes receivable from SECLP.
INCOME TAXES. Income taxes increased $0.2 million (7%) for the first nine
months of 1996 compared to the first nine months of 1995 primarily due to the
previously described retroactive increase in income tax rates in Argentina and
withholding taxes in Colombia.
LIQUIDITY AND CAPITAL RESOURCES OF EPP
PRIMARY CASH REQUIREMENTS
The primary cash requirements of EPP are the payment of dividends to its
shareholders, the repayment of debt and related interest and general and
administrative expenses, including overhead and costs incurred under an
Administrative Services Agreement between EPP and Enron. EPP may also use cash
to satisfy its payment obligations, if any, under various shareholder and
credit agreements relating to the Project Companies and under a Master
Contribution Agreement among EPP, Enron and certain of their subsidiaries (the
"Contribution Agreement"). Pursuant to the Contribution Agreement, Enron
maintains certain commitments on behalf of EPP for the benefit of certain
Project Companies, as required by project lenders and certain other third
parties. Because EPP replaced Enron as a shareholder of the Project Companies,
in most instances EPP has agreed to indemnify Enron against liabilities that
may be incurred under such commitments. Although these indemnity obligations
could result in certain otherwise nonrecourse liabilities becoming recourse to
EPP, EPP believes the events which would trigger liability are remote, and
therefore does not expect these obligations to create any additional liability.
If, however, EPP were required to make significant payments to Enron under the
Contribution Agreement, EPP believes it would be able to obtain financing for
such payments from Enron or other sources, or would be able to cause its
subsidiaries to pay to EPP cash dividends sufficient to make such payments, if
necessary. There can be no assurance, however, that sufficient dividends, or
funds from other sources, would be available for such purpose.
On September 16, 1996, EPP paid a quarterly dividend of approximately
$5.4 million, or $0.22 per share.
On July 31, 1996, EPCA borrowed $117.5 million from Enron to purchase an
additional 12.5% interest in CIESA for $117.5 million. The note bears interest
at the one month London Interbank Offering Rate ("LIBOR") plus 0.75% with
interest due monthly and principal due September 30, 1997. EPCA sold a 4 1/6%
interest in CIESA to Enron Corp. on August 23, 1996, for $39.2 million and
used the proceeds to repay a portion of the $117.5 million debt.
On October 10, 1996, EPCA borrowed $24.75 million from Centragas at the
one month LIBOR with principal due October 2011. The proceeds were used to
repay a portion of the debt with Enron Corp. The loans were made from funds
that cannot legally be dividended from Centragas, but can be loaned pursuant to
the terms of a cash management agreement with Centragas.
Enron has an option to purchase up to $47.0 million of EPP common shares
anytime prior to September 30, 1997, at market price. If such option is
exercised, a portion of the proceeds from such purchases will be used to repay
a portion of the debt with Enron Corp.
PRIMARY SOURCES OF CASH
EPP relies primarily on dividends from the Project Companies and
technical assistance fees to meet its cash requirements. The ability of EPP's
unconsolidated subsidiaries to pay dividends will depend on the future earnings
and debt repayment obligations of such subsidiaries, dividend restrictions
included in credit agreements at the project level, applicable currency
restrictions, income and other taxes, other laws and the declaration of
dividends by the boards of directors of EPP's various subsidiaries. Project
financings typically require that certain cash reserves be established at the
Project Company and that certain other capital and legal requirements be
satisfied before the Project Company may pay dividends to its shareholders.
However, each of EPP's unconsolidated subsidiaries has a stated dividend
policy, set forth in its respective shareholders agreement, of maximizing
after-tax cash distributions to shareholders after taking into consideration
capital requirements and applicable legal requirements. In the future, the
Project Companies may also borrow funds or otherwise accept encumbrances on
their earnings resulting in further possible constraints on their ability to
pay dividends to EPP.
In the first nine months of 1996, Subic Power Corp. ("Subic") and
Batangas Power Corp. ("Batangas") paid $2.9 million and $7.3 million in
dividends, respectively, of which EPPC received approximately $5.1 million.
EPCA received $29.1 million in dividends from CIESA in the first nine months of
1996.
LONG-TERM FINANCING POLICY
EPP's business strategy is to generate long-term growth in earnings, cash
flow and dividends per share by acquiring interests in additional power and
natural gas pipeline projects from Enron and third parties. EPP currently
expects to fund any such acquisitions from Enron by issuing additional common
shares and to fund acquisitions from third parties with a combination of common
shares, cash or debt. EPP believes that it will have sufficient cash to meet
its obligations for the foreseeable future.
PIPELINE OPERATIONS
Equity in earnings of the pipeline operations represents EPP's 33 1/3%
interest in CIESA (increased from 25% on July 31, 1996), which owns 70% of TGS,
and EPP's 49% interest in Centragas, which EPP acquired in May 1996 and which
began commercial operation in February 1996. See "Results of Operations of EPP-
General."
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 VS.
THE THREE MONTHS ENDED SEPTEMBER 30, 1995
Presented below is a summary of income statement information for the
combined pipeline operations of CIESA and Centragas for the third quarter of
1996 and 1995 on a U.S. Generally Accepted Accounting Principles ("GAAP"),
historical U.S. dollar, 100% ownership basis.
THREE MONTHS
ENDED SEPTEMBER 30,
---------------------------
(IN THOUSANDS) 1996 1995
- -----------------------------------------------------------------------------
Transportation revenues $ 106,018 $ 89,839
Processing revenues 12,055 10,868
---------------------------
Total Revenues 118,073 100,707
Operating, administrative and selling expenses (33,102) (31,216)
Interest income 1,577 1,274
Interest expense, net of capitalized interest (21,792) (15,331)
Other income (expense), net (584) (576)
---------------------------
Income Before Minority Interest
and Income Taxes 64,172 54,858
Minority interest (11,200) (12,470)
Income tax expense (33,072) (17,300)
---------------------------
Net Income $ 19,900 $ 25,088
===========================
EPP's Equity in Earnings of Pipeline Operations $ 5,890 $ 6,272
===========================
TRANSPORTATION REVENUES. Transportation revenues increased $16.2 million
(18%) primarily due to the operations of Centragas ($14.2 million). At TGS,
firm transportation revenues increased $3.0 million (3%) in the third quarter
of 1996 compared to the same period in 1995 primarily due to the effect of an
approximate 1.5% increase in tariff rates effective July 1, 1996, and higher
revenues derived from reallocation of capacity within certain distribution
companies. These increases were partially offset by a tariff reduction to
reflect lower payroll taxes and by lower revenues due to certain step-down
rights exercised by Gas Natural BAN S.A. ("BAN").
PROCESSING REVENUES. During the third quarter of 1996, processing
revenues increased by $1.2 million (11%) primarily due to increased volumes and
increased average prices for propane and butane in Argentina. Centragas does
not generate any processing revenues.
OPERATING, ADMINISTRATIVE AND SELLING EXPENSES. Operating expenses,
consisting primarily of labor, depreciation, technical assistance and other
professional fees and operation and maintenance expense, increased $1.9 million
(6%) for the third quarter of 1996 as compared to the same period in 1995
primarily due to the operations of Centragas ($4.5 million). The increase was
partially offset by decreased expenses at TGS resulting from improved operating
efficiencies partially offset by higher depreciation, resulting from capital
expenditures in 1995 and higher technical assistance fees as a result of higher
operating income.
INTEREST INCOME. Interest income increased $0.3 million (24%) during the
third quarter of 1996 compared to the same period in 1995 primarily due to the
operations of Centragas ($0.3 million).
INTEREST EXPENSE, NET OF CAPITALIZED INTEREST. Interest expense, net of
capitalized interest, increased $6.5 million (42%) during the third quarter of
1996 compared to 1995 primarily due to the operations of Centragas
($4.4 million). The increase from Argentine operations is primarily due to $2.0
million (13%) of higher interest expense as a result of an increase in average
indebtedness at TGS and higher cost of debt at CIESA.
INCOME TAX EXPENSE. Income tax expense in the third quarter of 1996
increased $15.8 million (91%) compared to the third quarter of 1995, primarily
due to the retroactive tax change in Argentina ($8.5 million) and increased
income before minority interest and income taxes. In addition, income taxes for
Centragas were $5.5 million. The statutory tax rate in Argentina is 33% of
taxable net income, calculated according to Argentine tax regulations which
differ in certain respects from accounting practices followed under Argentine
GAAP for the preparation of financial statements. The statutory tax rate in
Colombia is 35% of taxable net income, calculated according to Colombian tax
regulations. The effective tax rate for Centragas differs from the statutory
tax rate primarily due to the taxable effects of inflation and foreign currency
exchange fluctuations under Colombian tax regulations, which are eliminated for
U.S. GAAP reporting. Strengthening of the Colombian peso during the third
quarter of 1996 generated an in-country taxable foreign exchange gain resulting
from the net U.S. dollar denominated liabilities of the Centragas project. Any
future weakening of the Colombian peso will result in a reduction of local
taxes.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 VS.
THE NINE MONTHS ENDED SEPTEMBER 30, 1995
Presented below is a summary of income statement information for the
combined pipeline operations of CIESA and Centragas for the nine months ended
September 30, 1996, and 1995 on a U.S. GAAP, historical U.S. dollar, 100%
ownership basis.
NINE MONTHS
ENDED SEPTEMBER 30,
----------------------------
(IN THOUSANDS) 1996 1995
- ------------------------------------------------------------------------------
Transportation revenues $ 311,982 $ 259,299
Processing revenues 34,780 31,000
----------------------------
Total Revenues 346,762 290,299
Operating, administrative and selling
expenses (99,440) (89,628)
Interest income 4,940 4,700
Interest expense, net of capitalized interest (64,374) (45,890)
Other income, net 375 310
----------------------------
Income Before Minority Interest
and Income Taxes 188,263 159,791
Minority interest (36,481) (35,339)
Income tax expense (74,623) (56,272)
----------------------------
Net Income $ 77,159 $ 68,180
============================
EPP's Equity in Earnings of Pipeline Operations $ 22,419 $ 17,045
============================
TRANSPORTATION REVENUES. Transportation revenues increased $52.7 million
(20%) primarily due to the operations of Centragas ($46.2 million). At TGS,
firm transportation revenues increased $7.6 million (3%) in the first nine
months of 1996 as compared to the same period in 1995 primarily due to an
increase in firm contracted capacity as a result of the General San Mart<i'>n
pipeline expansion and a 3.2% increase in gas transportation tariffs which took
effect July 1, 1995, net of a 0.16% tariff decrease effective January 1, 1996.
The increases were partially offset by a reduction in gas transportation
tariffs to reflect lower payroll taxes and by lower revenues resulting from
step-down rights exercised by BAN.
PROCESSING REVENUES. Processing revenues increased $3.8 million (12%) in
the first nine months of 1996 compared to the same period in 1995 primarily due
to higher gas liquids volumes and average prices in Argentina.
OPERATING, ADMINISTRATIVE AND SELLING EXPENSES. Operating expenses
increased $9.8 million (11%) for the first nine months of 1996 as compared to
the same period in 1995. The increase is primarily due to the operations of
Centragas ($12.9 million). This increase was partially offset by decreased
expenses at TGS resulting from improved operating efficiencies, partially
offset by higher depreciation resulting from capital expenditures in 1995 and
higher technical assistance fees as a result of higher operating income.
INTEREST INCOME. Interest income increased $0.2 million (5%) for the nine
months ended September 30, 1996, compared to the same period in 1995. The
increase is primarily due to the operations of Centragas ($0.5 million)
partially offset by the decrease of interest income in Argentina ($0.3 million)
resulting from lower interest rates on short-term investments during 1996.
INTEREST EXPENSE, NET OF CAPITALIZED INTEREST. Interest expense, net of
capitalized interest, increased $18.5 million (40%) in the first nine months of
1996 compared to the same period in 1995 primarily as a result of the
operations of Centragas ($12.5 million), higher outstanding debt at TGS and
higher cost of debt at CIESA. Capitalized interest decreased $0.8 million (34%)
in the first nine months of 1996 compared to the first nine months of 1995 due
to lower capital expenditures during the first nine months of 1996.
INCOME TAX EXPENSE. Income tax expense in the first nine months of 1996
increased $18.4 million (33%) compared to the first nine months of 1995. The
increase was primarily due to the operations of Centragas ($12.3 million), the
retroactive tax change in Argentina ($8.5 million) and increased income before
minority interest and income taxes at TGS. This increase was partially offset
by a decrease at TGS due to a one time payment of $4.9 million in April 1995
under a tax amnesty program offered by the Argentine tax authority to settle
certain income tax issues.
LIQUIDITY AND CAPITAL RESOURCES OF PIPELINE OPERATIONS
In May 1996, CIESA entered into a bridge loan facility for $220 million
with a group of banks led by Goldman Sachs & Co. and Societe Generale. The
proceeds were used to retire the $215 million loan agreement with Morgan
Guaranty Trust Company of New York which expired in May 1996.
In April 1996, TGS filed a $350 million shelf registration with the
Securities and Exchange Commission in order to issue debt securities from time
to time in the United States. Under Argentine law, TGS established a Global
Program approved by the Comisi<o'>n Nacional de Valores. During April 1996, TGS
issued $150 million of bonds with an effective annual interest rate of 9.6% for
a term of five years as part of its Global Program. Approximately $100 million
of the proceeds were used to retire short-term debt and the remainder for other
corporate purposes.
TGS believes that cash flows from operations supplemented with external
debt financing will provide sufficient liquidity to fund its capital
expenditures, pay dividends, cover its debt service and provide sufficient
working capital.
As of September 30, 1996, CIESA's total capitalization amounted to $1.5
billion. Total capitalization was comprised of debt of $901 million,
shareholders' equity of $351 million and minority interest of $254 million.
Debt as a percentage of total capitalization increased from 56% at December 31,
1995, to 60% at September 30, 1996.
Future capital expenditures for Centragas are expected to be minimal.
Centragas expects to meet cash requirements for liquidity using cash flows from
operations.
POWER OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 VS.
THE THREE MONTHS ENDED SEPTEMBER 30, 1995
Presented below is a summary of income statement information for the
combined power operations of the Subic, Batangas, Puerto Quetzal Power Corp.
("PQPC") and SECLP plants for the third quarter of 1996 and 1995 on a U.S.
GAAP, historical U.S. dollar, 100% ownership basis. SECLP and SEOM were
acquired by EPP in June 1996 and began commercial operations in January 1996.
See "Results of Operations of EPP-General."
THREE MONTHS
Ended September 30,
----------------------------
(IN THOUSANDS) 1996 1995
- ------------------------------------------------------------------------------
Capacity revenues $ 33,765 $ 23,116
Variable revenues 19,330 7,037
----------------------------
Total Revenues 53,095 30,153
Fuel costs (14,825) (3,984)
Operating and administrative expenses (10,572) (6,734)
Depreciation and amortization (8,802) (7,045)
----------------------------
Net Operating Income 18,896 12,390
Interest expense, net (9,025) (5,475)
Other expense, net (955) (829)
----------------------------
Income Before Income Taxes 8,916 6,086
Income tax expense (711) (821)
----------------------------
Net Income $ 8,205 $ 5,265
============================
EPP's Equity in Earnings of Power Operations $ 4,019 $ 2,633
============================
REVENUES. The majority of each Project Company's revenue is attributable
to payments tied to the capacity of each respective plant, based either on
annual availability (the Subic and Batangas plants) or periodic capacity tests
(the PQPC and SECLP plants). Capacity revenues increased $10.6 million (46%) in
the third quarter of 1996 compared to the third quarter of 1995 primarily due
to the operations of the SECLP plant ($9.4 million).
The second type of payment, an energy fee, varies directly with actual
output and, under the current cost structures of the plants, essentially covers
variable costs. The variable revenues increased $12.3 million (175%) in the
third quarter of 1996 compared to the third quarter of 1995. The increase is
primarily due to the operations of the SECLP plant ($12.8 million) partially
offset by lower fuel revenues resulting from decreased sales at the PQPC plant.
FUEL COSTS. Fuel costs are the expense for the fuel used in the PQPC and
SECLP plants. An Enron affiliate supplies fuel to the PQPC and SECLP plants at
market based rates. Total fuel costs increased $10.8 million (272%) in the
third quarter of 1996 compared to the third quarter of 1995. The increase was
primarily due to the operations of the SECLP plant ($11.4 million) partially
offset by lower fuel use related to decreased sales at the PQPC plant discussed
above. Fuel is provided to the Subic and Batangas plants by their customer,
National Power Corporation, at no cost.
OPERATING AND ADMINISTRATIVE EXPENSES. Operating and administrative
expenses increased $3.8 million (57%) in the third quarter of 1996 compared to
the third quarter of 1995. The increase was primarily due to the operations of
the SECLP plant ($2.6 million) and additional maintenance performed as part of
a connecting rod replacement program at the Subic and Batangas plants,
partially offset by lower fees resulting from certain contract amendments at
the PQPC plant.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased $1.8 million (25%) in the third quarter of 1996 as compared to the
third quarter of 1995. The increase was due primarily to the operations of the
SECLP plant ($1.7 million).
INTEREST EXPENSE, NET. Interest expense, net increased $3.6 million (65%)
in the third quarter of 1996 compared to the third quarter of 1995. The
increase is primarily due to the operations of the SECLP plant ($4.0 million)
partially offset by decreased interest expense for the PQPC plant resulting
from an interest rate swap to effectively fix the interest rate on floating
rate debt ($0.2 million).
OTHER EXPENSE, NET. Other expense, net was relatively unchanged in the
third quarter of 1996 compared to the same period in 1995.
INCOME TAX EXPENSE. Income tax expense decreased $0.1 million (13%)
primarily due to decreased income tax expense for the PQPC plant ($0.1 million)
resulting from the decrease in income before income taxes in the third quarter
of 1996 compared to the same period in 1995. Income tax expense is the tax on
the power plants in their respective local jurisdictions. On an aggregate
basis, the effective tax rate for the Philippine power plants is less than the
statutory rate due to the Subic and Batangas plants being granted certain
income tax holidays and concessions that range from nine to 15 years. PQPC is
organized as a U.S. domiciled company with a foreign branch office. SECLP has
been granted an income tax holiday for the life of the project.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 VS.
THE NINE MONTHS ENDED SEPTEMBER 30, 1995
Presented below is a summary of income statement information for the
combined power operations of the Subic, Batangas, PQPC and SECLP plants for the
nine months ended September 30, 1996, and 1995 on a U.S. GAAP, historical U.S.
dollar, 100% ownership basis.
NINE MONTHS
Ended September 30,
---------------------------
(IN THOUSANDS) 1996 1995
- ------------------------------------------------------------------------------
Capacity revenues $ 97,090 $ 69,030
Variable revenues 56,854 24,509
---------------------------
Total Revenues 153,944 93,539
Fuel costs (42,462) (14,236)
Operating and administrative expenses (29,828) (22,911)
Depreciation and amortization (25,865) (20,682)
---------------------------
Net Operating Income 55,789 35,710
Interest expense, net (27,266) (17,047)
Other expense, net (1,711) (1,246)
---------------------------
Income Before Income Taxes 26,812 17,417
Income tax expense (2,891) (1,749)
---------------------------
Net Income $ 23,921 $ 15,668
---------------------------
EPP's Equity in Earnings of Power Operations $ 11,676 $ 7,834
===========================
REVENUES. Capacity revenues increased $28.1 million (41%) in the first
nine months of 1996 compared to the first nine months of 1995 primarily due to
the operations of the SECLP plant ($26.6 million).
The variable revenues increased $32.3 million (132%) in the first nine
months of 1996 compared to the first nine months of 1995. The increase is
primarily due to the operations of the SECLP plant ($32.3 million).
FUEL COSTS. Total fuel costs increased $28.2 million (198%) in the first
nine months of 1996 compared to the first nine months of 1995. The increase was
primarily due to the operations of the SECLP plant ($29.0 million) partially
offset by decreased fuel costs at the PQPC plant ($0.8 million).
OPERATING AND ADMINISTRATIVE EXPENSES. Operating and administrative
expenses increased $6.9 million (30%) in the first nine months of 1996 compared
to the first nine months of 1995. The increase was primarily due to the
operations of the SECLP plant ($6.2 million), increased maintenance of
equipment in the Subic plant ($0.7 million) and an insurance deductible
incurred in the Batangas plant ($0.5 million) related to equipment failure.
These increases were partially offset by lower fees resulting from certain
contract amendments at the PQPC plant.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased $5.2 million (25%) in the first nine months of 1996 as compared to
the first nine months of 1995. The increase was primarily due to the operations
of the SECLP plant ($4.6 million) and additional depreciation in the Subic and
Batangas plants ($0.6 million) due to capital expenditures made during the
latter half of 1995.
INTEREST EXPENSE, NET. Interest expense, net increased $10.2 million
(60%) in the first nine months of 1996 compared to the first nine months of
1995. The increase is primarily due to the operations of the SECLP plant
($11.4 million) partially offset by a lower interest rate for PQPC resulting
from an interest rate swap to effectively fix the interest rate on floating
rate debt ($0.7 million).
OTHER EXPENSE, NET. Other expense, net increased $0.5 million (37%) in
the first nine months of 1996 compared to the first nine months of 1995
primarily due to the reimbursement of a heat rate penalty for the PQPC plant
during 1995 ($0.3 million).
INCOME TAX EXPENSE. Income tax expense increased $1.1 million (65%)
primarily due to increased pretax net income from PQPC (38.75% tax rate).
LIQUIDITY AND CAPITAL RESOURCES OF POWER OPERATIONS
Capital expenditures for the power plant operations are expected to be
minimal in 1996. The power operations expect to meet short- and long-term
liquidity needs using cash flows from operations. If a specific power plant has
short-term liquidity needs that cannot be met with cash flows from operations,
it is expected that such plant would borrow or be advanced the necessary funds
from EPP or an affiliated company, with such loans repaid out of future cash
flows.
INFORMATION REGARDING FORWARD LOOKING STATEMENTS
The statements in this Form 10-Q that are not historical information are
forward looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended.
Although EPP believes that its expectations are based on reasonable
assumptions, it can give no assurance that its goals will be achieved.
Important factors that could cause actual results to differ materially from
those in the forward looking statements herein include political developments
in foreign countries, the timing and success of Enron's efforts to develop
international power, pipeline and other infrastructure projects and conditions
of the capital markets and equity markets during the periods covered by the
forward looking statements.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER MATTERS
Designated Development Projects
One of the Designated Development Projects is the Hainan Island
project in China. Under the Purchase Right Agreement, Enron is obligated to
offer to EPP its interest in each Designated Development Project within pricing
parameters specified in the Purchase Right Agreement. The Hainan
Island project company is currently renegotiating its power purchase contract
with it customer, Hainan Electric Power Corporation ("HEPCO"). Enron anticipates
that it will not offer its interest in the project to EPP prior to the execution
of a new power purchase contract with HEPCO. The terms of any new power purchase
contract that result from such renegotiation may impact the economics of the
project. Enron is unable to predict the results of such renegotiation, the
timing of any such offer or whether Enron's interest in the project will be
offered to EPP on terms acceptable to EPP.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits:
None.
Reports on Form 8-K:
EPP filed (a) Form 8-K/A on September 3, 1996, to file the financial
statements of SECLP and (b) Form 8-K on October 15, 1996, to file the financial
statements of CIESA.
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.
ENRON GLOBAL POWER & PIPELINES L.L.C.
(Registrant)
Date: November 1, 1996 By /S/ RODNEY L. GRAY
Rodney L. Gray
Chairman, President and
Chief Executive Officer
Date: November 1, 1996 By /S/ PAULA H. RIEKER
Paula H. Rieker
Vice President and
Chief Financial Officer
(Chief Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF INCOME AND CONSOLIDATED BALANCE SHEET FOUND ON PAGES 1
AND 2 OF THE COMPANY'S FORM 10-Q FOR THE YEAR-TO-DATE, 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-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 27,228
<SECURITIES> 0
<RECEIVABLES> 5,239
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 33,454
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 333,724
<CURRENT-LIABILITIES> 45,950
<BONDS> 0
0
0
<COMMON> 219,478
<OTHER-SE> 39,712
<TOTAL-LIABILITY-AND-EQUITY> 333,724
<SALES> 0
<TOTAL-REVENUES> 42,509
<CGS> 0
<TOTAL-COSTS> 4,707
<OTHER-EXPENSES> (478)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 836
<INCOME-PRETAX> 37,444
<INCOME-TAX> 3,463
<INCOME-CONTINUING> 33,981
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 33,981
<EPS-PRIMARY> $1.41
<EPS-DILUTED> $1.41
</TABLE>
