e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 9, 2006
DCP MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction of
incorporation)
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001-32678
(Commission File Number)
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03-0567133
(IRS Employer
Identification No.) |
370 17th Street, Suite 2775
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (303) 633-2900
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
7.01 Regulation FD Disclosure.
On
February 9, 2006, DCP Midstream Partners, L.P. announced its results
of operations for the fourth quarter of 2005 pursuant to a press
release. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
In
accordance with General Instruction B.2 of Form 8-K, the press
release shall not be deemed filed for the purpose of
Section 18 of the Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall such
information and Exhibit be deemed incorporated by reference into any
filing under the Securities Act of 1933 or Exchange Act of 1934, each
as amended, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit Number |
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Description |
Exhibit 99.1
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Press
Release dated February 9, 2006. |
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 hereunto duly authorized.
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DCP MIDSTREAM PARTNERS, LP
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By: |
DCP MIDSTREAM GP, LP
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its General Partner |
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By: |
DCP MIDSTREAM GP, LLC
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its General Partner |
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By: |
/s/ Michael S. Richards
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Name: |
Michael S. Richards |
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Title: |
Vice President, General Counsel and
Secretary |
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February
9, 2006
EXHIBIT INDEX
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Exhibit Number |
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Description |
Exhibit 99.1
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Press
Release dated February 9, 2006. |
exv99w1
Exhibit 99.1
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Feb. 9, 2006
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MEDIA AND INVESTOR RELATIONS CONTACT:
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Karen Taylor |
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Phone:
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303/633-2913 |
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24-Hour:
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303/809-9160 |
DCP MIDSTREAM PARTNERS REPORTS FOURTH QUARTER 2005 RESULTS AND ANNOUNCES NEW PIPELINE PROJECT
DENVER DCP Midstream Partners, LP (NYSE: DPM) today reported results of operations for the
fourth quarter and year ended Dec. 31, 2005. On Dec. 7, 2005, DCP Midstream Partners, LP (the
Partnership) completed its initial public offering of common units. Earnings for periods prior
to the date of the initial public offering are attributable to DCP Midstream Partners Predecessor,
which consists of various subsidiaries and assets of Duke Energy Field Services, LLC, the owner of
the Partnerships general partner.
For the three months ended Dec. 31, 2005, the Partnership reported net income of $19.6 million
compared to net income of $6.5 million for the fourth quarter 2004. For the year ended Dec. 31,
2005, the Partnership reported net income of $38.0 million, compared to net income of $20.4 million
for the year ended Dec. 31, 2004.
The Partnerships distributable cash flow for the fourth quarter 2005 was $22.2 million, compared
to $8.4 million for the fourth quarter 2004. For the year ended Dec. 31, 2005, distributable cash
flow was $46.0 million, compared to $30.5 million in the prior year. On Jan. 25, 2006, the board
of directors of DCP Midstream Partners general partner declared a prorated quarterly distribution
of $0.095 per limited partner unit for the period from the close of the initial public offering
Dec. 7, 2005, through Dec. 31, 2005.
We are very pleased with the launch of DCP Midstream Partners, said Mike Bradley, president and
chief executive officer. Our assets are well-positioned in
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the markets they serve as indicated by the strong performance in the fourth quarter and for the
year.
DCP Midstream Partners reported EBITDA of $22.8 million for the fourth quarter 2005, compared to
$9.7 million in the corresponding 2004 period. This strong performance was driven primarily by the
positive impact of higher commodity prices on our percentage of proceeds processing agreements and
by marketing activity and increased throughput in our Natural Gas Services segment. Operating and
maintenance expense decreased in the fourth quarter 2005 as compared to the fourth quarter of 2004
primarily due to overhaul and plant turnaround costs that were incurred at the Minden plant in our
Natural Gas Services segment in the fourth quarter of 2004 that were non-recurring in 2005.
General and administrative expenses increased in the fourth quarter 2005 as compared to the fourth
quarter of 2004 due primarily to public company offering costs of $1.3 million.
For the year ended Dec. 31, 2005, the Partnerships EBITDA increased to $50.0 million from $33.0
million for the year ended Dec. 31, 2004. This $17.0 million increase is attributable to higher
commodity prices, improved gas marketing performance and increased throughput in our Natural Gas
Services segment, and increased volumes in our NGL Logistics segment, offset partially by
operational disruptions from Hurricane Rita. General and administrative expenses increased in 2005
due primarily to public offering costs of approximately $4.0 million. In 2004 we recorded an
impairment of $4.4 million associated with our equity investment in Black Lake Pipe Line Company.
As of Jan. 1, 2006, the Partnership has hedged approximately 80% of its projected natural gas,
natural gas liquids and condensate commodity price exposure through Dec. 31, 2010. As a result,
changes in commodity prices will have a less significant impact on the earnings and cash flows of
the Partnership in future periods.
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During the fourth quarter of 2005, the Partnership was able to benefit from marketing activities
and increased throughput related to atypical and significant differences in natural gas prices at
various receipt and delivery points on our PELICO intrastate pipeline system.
Net interest expense, which represents interest expense less interest income, was $0.3 million in
the fourth quarter 2005 and for the year ended Dec. 31, 2005, due to interest on borrowings of
$210.1 million under DCP Midstream Partners $350 million credit facility on Dec. 7, 2005, as part
of the closing of our initial public offering.
Distributable cash flow, EBITDA, gross margin and segment gross margin are non-GAAP financial
measures and are explained in greater detail under Non-GAAP Financial Information.
NEW NGL PIPELINE PROJECT
DCP Midstream Partners announced today its plans to construct a new 37 mile NGL pipeline to connect
a Duke Energy Field Services gas processing plant to the Seabreeze Pipeline for a cost of
approximately $12 million. The project is estimated to be completed during the fourth quarter of
2006 and is supported by a 10-year NGL product dedication by Duke Energy Field Services, the owner
of the general partner of DCP Midstream Partners. Volumes from Duke Energy Field Services are
estimated to be approximately 5,300 barrels per day.
OPERATING RESULTS BY BUSINESS SEGMENT
Natural Gas Services- Gross margin increased $13.3 million to $27.6 million for the three months
ended December 31, 2005, from $14.3 million in the same period of 2004. The Partnership benefited
$10.8 million from marketing activity and increased throughput across the PELICO intrastate
pipeline system, $3.0
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million due to higher commodity prices on our percentage of proceeds processing agreements, and
$1.0 million from higher volumes through our Minden processing plant and gathering system and
transport volumes on the PELICO system. These increases were partially offset by $1.5 million due
primarily to decreased NGL recoveries at the Minden processing plant.
For the year ended Dec. 31, 2005, gross margin increased to $71.4 million, compared with $53.6
million for the corresponding 2004 period. Higher commodity prices accounted for $8.7 million of
this $17.8 million increase. The Partnership also benefited $9.3 million from marketing
performance and increased throughput across the PELICO intrastate pipeline system and $2.7 million
from higher volumes through our Ada processing plant and gathering system and transport volumes on
the PELICO system. These increases were partially offset by $2.9 million due primarily to
decreased NGL recoveries at the Minden processing plant and a decrease in non-trading derivative
activity.
NGL Logistics - Gross margin increased $0.3 million to $1.1 million for the three months ended
December 31, 2005, from $0.8 million in the same period of 2004. This increase is primarily due to
increased volumes on the Seabreeze pipeline.
For the year ended Dec. 31, 2005, gross margin increased $0.5 million to $3.8 million, compared
with $3.3 million for the corresponding 2004 period. This increase was driven by increased volumes
on the Seabreeze pipeline.
EARNINGS CALL
DCP Midstream Partners will hold its quarterly conference call to discuss fourth quarter results
today at 11:00 a.m. Eastern Time (10:00 a.m. Central Time). The dial-in number for the call is
800-510-0178 in the United States or 617-614-3450 outside the United States, pass code 80138849. A
live webcast of the call can
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be accessed on the investor information page of DCP Midstream Partners Web site at
http://www.dcppartners.com. The call will be available for replay for 7 days by dialing
888-286-8010, pass code 45430916. A replay and transcript of the broadcast will also be available
on the Partnerships Web site.
NON-GAAP FINANCIAL INFORMATION
This press release and the accompanying financial schedules include the non-generally accepted
accounting principles (non-GAAP) financial measures of EBITDA, gross margin and distributable
cash flow. The accompanying schedules provide reconciliations of these non-GAAP financial measures
to their most directly comparable financial measures calculated and presented in accordance with
accounting principles generally accepted in the United States of America (GAAP). Our non-GAAP
financial measures should not be considered an alternative to, or more meaningful than, net income,
operating income, cash flows from operating activities or any other measure of financial
performance presented in accordance with GAAP as measures of operating performance, liquidity or
ability to service debt obligations.
We define EBITDA as net income plus net interest expense and depreciation and amortization expense
EBITDA is used as a supplemental liquidity measure by our management and by external users of our
financial statements such as investors, commercial banks, research analysts and others, to assess
the ability of our assets to generate cash sufficient to pay interest costs, support our
indebtedness, make cash distributions to our unitholders and general partner and finance
maintenance capital expenditures. Our EBITDA may not be comparable to a similarly titled measure
of another company because other entities may not calculate EBITDA in the same manner.
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EBITDA is also used as a supplemental performance measure by our management and by external users
of our financial statements, such as investors, commercial banks, research analysts and others, to
assess:
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financial performance of our assets without regard to financing methods, capital
structure or historical cost basis; |
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our operating performance and return on capital as compared to those of other companies
in the midstream energy industry, without regard to financing methods or capital
structure; and |
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the viability of acquisitions and capital expenditure projects and the overall rates of
return on alternative investment opportunities. |
We define gross margin as total operating revenues less purchases of natural gas and natural gas
liquids, and we define segment gross margin for each segment as total operating revenues for that
segment less purchases of natural gas and natural gas liquids for that segment. Our gross margin
equals the sum of our segment gross margins. Gross margin is included as a supplemental disclosure
because it is a primary performance measure used by management as it represents the results of
product sales and purchases, a key component of our operations. Our gross margin may not be
comparable to a similarly titled measure of other companies because other entities may not
calculate gross margin in the same manner.
We define distributable cash flow as EBITDA, less net interest expense, earnings from equity method
investment, and maintenance capital expenditures. Maintenance capital expenditures are capital
expenditures made to replace partially or fully depreciated assets, to maintain the existing
operating capacity of our assets and to extend their useful lives, or other capital expenditures
that are incurred in maintaining existing system volumes and related cash flows. Distributable
cash flow is used as a supplemental liquidity measure by our management and by external users of
our financial statements, such as
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investors, commercial banks, research analysts and others, to assess our ability to make cash
distributions to our unitholders and our general partner.
DCP Midstream Partners, LP (NYSE: DPM) is a midstream master limited partnership that gathers,
treats, compresses, processes, transports and markets natural gas and transports and markets
natural gas liquids. DCP Midstream Partners, LP is managed by its general partner, DCP Midstream
GP, LLC, which is wholly owned by Duke Energy Field Services, a joint venture between Duke Energy
and ConocoPhillips. For more information, visit the DCP Midstream Partners, LP Web site at
http://www.dcppartners.com.
This press release contains forward-looking statements as defined under the federal securities laws
regarding DCP Midstream Partners including projections, estimates, forecasts, plans and objectives.
These statements are based on managements current projections, estimates, forecasts, plans and
objectives and are not guarantees of future performance. In addition, these statements are subject
to certain risks, uncertainties and other assumptions that are difficult to predict and may be
beyond our control. These risks and uncertainties include, but are not limited to, changes in laws
and regulations impacting the gathering and processing industry, the level of creditworthiness of
the Partnerships counterparties, the Partnerships ability to access the debt and equity markets,
the Partnerships use of derivative financial instruments to hedge commodity and interest rate
risks, the amount of collateral required to be posted from time to time in the Partnerships
transactions, changes in commodity prices, interest rates, demand for the Partnerships services,
weather and other natural phenomena, industry changes including the impact of consolidations and
changes in competition, the Partnerships ability to obtain required approvals for construction or
modernization of the Partnerships facilities and the timing of production from such facilities,
and the effect of accounting pronouncements issued periodically by accounting standard setting
boards. Therefore, actual
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results and outcomes may differ materially from what is expressed in such forward-looking
information.
In light of these risks, uncertainties and assumptions, the events described in the forward-looking
statements might not occur or might occur to a different extent or at a different time than the
Partnership has described. The Partnership undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
Information contained in this press release is unaudited, and is subject to change.
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Statements of Operations
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Three months ended |
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Twelve months ended |
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December 31, |
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December 31, |
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2005 |
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2004 |
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2005 |
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2004 |
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($ in millions) |
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Sales of natural gas, NGLs and condensate |
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$ |
268.1 |
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$ |
135.3 |
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$ |
762.3 |
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$ |
489.7 |
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Transportation and processing |
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6.2 |
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4.9 |
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22.9 |
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19.9 |
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Losses from non-trading derivative activity |
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(0.7 |
) |
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(0.7 |
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(0.1 |
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Total operating revenues |
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273.6 |
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140.2 |
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784.5 |
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509.5 |
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Purchases of natural gas and NGLs |
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244.9 |
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125.1 |
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709.3 |
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452.6 |
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Gross margin |
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28.7 |
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15.1 |
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75.2 |
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56.9 |
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Operating and maintenance expense |
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2.7 |
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3.9 |
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14.2 |
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13.6 |
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General and administrative expense |
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3.2 |
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1.7 |
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11.4 |
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6.5 |
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Earnings from equity method investment |
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0.2 |
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0.4 |
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0.6 |
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Impairment of equity method investment |
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4.4 |
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EBITDA |
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22.8 |
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9.7 |
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50.0 |
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33.0 |
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Depreciation and amortization expense |
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2.9 |
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3.2 |
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11.7 |
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12.6 |
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Interest income |
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(0.5 |
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(0.5 |
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Interest expense |
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0.8 |
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0.8 |
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Net income |
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$ |
19.6 |
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$ |
6.5 |
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$ |
38.0 |
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$ |
20.4 |
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Segment Financial and Operating Data
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Three months ended |
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Twelve months ended |
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December 31, |
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December 31, |
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2005 |
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2004 |
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2005 |
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2004 |
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($ in millions) |
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Natural Gas Services Segment |
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Financial Data |
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Segment gross margin |
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$ |
27.6 |
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$ |
14.3 |
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$ |
71.4 |
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$ |
53.6 |
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Operating data |
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Natural gas throughput (MMcf/d) |
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400 |
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317 |
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356 |
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328 |
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NGL gross production (Bbls/d) |
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3,734 |
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4,816 |
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4,543 |
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4,690 |
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NGL Logistics Segment |
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Financial data |
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Segment gross margin |
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$ |
1.1 |
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$ |
0.8 |
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$ |
3.8 |
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$ |
3.3 |
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Operating data |
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Seabreeze throughput (Bbls/d) |
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17,176 |
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15,147 |
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15,797 |
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14,966 |
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Black Lake throughput (Bbls/d) |
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4,097 |
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5,200 |
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4,768 |
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5,256 |
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Reconciliation of Non-GAAP Measures
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Three months ended |
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Twelve months ended |
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December 31, |
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December 31, |
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2005 |
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2004 |
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2005 |
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2004 |
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($ in millions) |
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Reconciliation of gross margin to operating income |
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Operating income |
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$ |
19.9 |
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$ |
6.3 |
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$ |
37.9 |
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$ |
24.2 |
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Add: |
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Operating and maintenance expense |
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2.7 |
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3.9 |
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14.2 |
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13.6 |
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Depreciation and amortization expense |
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2.9 |
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3.2 |
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11.7 |
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12.6 |
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General and administrative expense |
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3.2 |
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1.7 |
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11.4 |
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6.5 |
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Gross margin |
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$ |
28.7 |
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$ |
15.1 |
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$ |
75.2 |
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$ |
56.9 |
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Reconciliation of segment gross margin to segment net income |
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Natural gas services segment |
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Net income |
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$ |
22.4 |
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$ |
7.4 |
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$ |
46.6 |
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$ |
28.5 |
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Add: |
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Depreciation and amortization expense |
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2.5 |
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3.0 |
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10.8 |
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11.7 |
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Operating and maintenance expense |
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2.7 |
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3.9 |
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14.0 |
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13.4 |
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Segment gross margin |
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$ |
27.6 |
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$ |
14.3 |
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$ |
71.4 |
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$ |
53.6 |
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NGL logistics segment |
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Net income (loss) |
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$ |
0.7 |
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$ |
0.8 |
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|
$ |
3.1 |
|
|
$ |
(1.6 |
) |
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
0.4 |
|
|
|
0.2 |
|
|
|
0.9 |
|
|
|
0.9 |
|
Operating and maintenance expense |
|
|
|
|
|
|
|
|
|
|
0.2 |
|
|
|
0.2 |
|
Impairment of equity method investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4 |
|
Less: Earnings from equity method investment |
|
|
|
|
|
|
0.2 |
|
|
|
0.4 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment gross margin |
|
$ |
1.1 |
|
|
$ |
0.8 |
|
|
$ |
3.8 |
|
|
$ |
3.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-more-
-12-
Reconciliation of Non-GAAP Measures (cont.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Twelve months ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
|
($ in millions) |
|
Reconciliation of Net income to EBITDA, Distributable cash flow and Cash provided by (used in) operating activities |
Net income |
|
$ |
19.6 |
|
|
$ |
6.5 |
|
|
$ |
38.0 |
|
|
$ |
20.4 |
|
Adjustments to derive Distributable Cash Flow: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
0.3 |
|
|
|
|
|
|
|
0.3 |
|
|
|
|
|
Depreciation and amortization |
|
|
2.9 |
|
|
|
3.2 |
|
|
|
11.7 |
|
|
|
12.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
22.8 |
|
|
|
9.7 |
|
|
|
50.0 |
|
|
|
33.0 |
|
Interest expense, net |
|
|
(0.3 |
) |
|
|
|
|
|
|
(0.3 |
) |
|
|
|
|
Earnings from equity method investment |
|
|
|
|
|
|
(0.2 |
) |
|
|
(0.4 |
) |
|
|
(0.6 |
) |
Maintenance capital expenditures |
|
|
(0.3 |
) |
|
|
(1.1 |
) |
|
|
(3.3 |
) |
|
|
(1.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable cash flow |
|
|
22.2 |
|
|
|
8.4 |
|
|
|
46.0 |
|
|
|
30.5 |
|
Adjustments to Distributable Cash Flow to derive Cash Provided by
Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance capital expenditures |
|
|
0.3 |
|
|
|
1.1 |
|
|
|
3.3 |
|
|
|
1.9 |
|
Earnings from equity method investment |
|
|
|
|
|
|
0.2 |
|
|
|
0.4 |
|
|
|
0.6 |
|
Net changes in working capital
accounts, including net changes in
price risk management assets and
liabilities |
|
|
45.5 |
|
|
|
(10.2 |
) |
|
|
26.2 |
|
|
|
(11.2 |
) |
Non-cash impairment of equity method
investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4 |
|
Other, including changes in
noncurrent assets and liabilities |
|
|
(0.3 |
) |
|
|
(0.2 |
) |
|
|
(0.4 |
) |
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in) operating activities |
|
$ |
67.7 |
|
|
$ |
(0.7 |
) |
|
$ |
75.5 |
|
|
$ |
25.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used in investing activities |
|
$ |
(102.4 |
) |
|
$ |
(2.2 |
) |
|
$ |
(107.0 |
) |
|
$ |
(2.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in) financing activities |
|
$ |
76.9 |
|
|
$ |
2.9 |
|
|
$ |
73.7 |
|
|
$ |
(23.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
###