REPORT OF INDEPENDENT ACCOUNTANTS. To the Board of Directors of the General Partner and the Unitholders of Plains All American Pipeline, L.P.: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of cash flows, of changes in partners’ capital, of comprehensive income and of changes in accumulated other comprehensive income (loss) present fairly, in all material respects, the financial position of Plains All American Pipeline, L.P. and its subsidiaries (the “Partnership”) at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnership’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As discussed in Note 2 to the consolidated financial statements, the Partnership changed its method of accounting for derivative instruments and hedging activities effective January 1, 2001. PricewaterhouseCoopers LLP Houston, Texas February 26, 2003 CURRENT ASSETS Cash and cash equivalents $ 3,501 $ 3,511 Accounts receivable, net 499,909 357,619 Inventory 81,849 188,874 Other current assets 17,676 8,078 Total current assets 602,935 558,082 PROPERTY AND EQUIPMENT 1,030,303 653,050 Accumulated depreciation (77,550) (48,131) 952,753 604,919 Pipeline linefill 62,558 57,367 Other, net 48,329 40,883 $1,666,575 $1,261,251 Accounts payable $ 488,922 $ 372,889 Due to related parties 23,301 13,685 Short-term debt and current portion of long-term debt 99,249 104,482 Other current liabilities 25,777 14,104 Total current liabilities 637,249 505,160 LONG-TERM LIABILITIES Long-term debt under credit facilities 310,126 351,677 Senior notes, net of unamortized discount of $390 199,610 — Other long-term liabilities and deferred credits 7,980 1,617 Total liabilities 1,154,965 858,454 Common unitholders (38,240,939 and 31,915,939 units outstanding at December 31, 2002 and 2001, respectively) 524,428 408,562 Class B Common unitholder (1,307,190 units outstanding at each date) 18,463 19,534 Subordinated unitholders (10,029,619 units outstanding at each date) (47,103) (38,891) General partner 15,822 13,592 511,610 402,797 REVENUES $8,384,223 $6,868,215 $6,641,187 COST OF SALES AND OPERATIONS 8,209,932 6,720,970 6,506,504 UNAUTHORIZED TRADING LOSSES AND RELATED EXPENSES (Note 3) — — 6,963 INVENTORY VALUATION ADJUSTMENT (Note 2) — 4,984 — Gross Margin 174,291 142,261 127,720 EXPENSES General and administrative 45,663 46,586 40,821 Depreciation and amortization 34,068 24,307 24,523 Total expenses 79,731 70,893 65,344 OPERATING INCOME 94,560 71,368 62,376 Interest expense (29,057) (29,082) (28,691) Gains on sales of assets (Note 5) — 984 48,188 Interest and other income (expense), net (Note 10) (211) 401 10,776 Income before extraordinary item and cumulative effect of accounting change 65,292 43,671 92,649 Extraordinary item (Note 10) — — (15,147) Cumulative effect of accounting change (Note 2) — 508 — NET INCOME $ 65,292 $ 44,179 $ 77,502 NET INCOME—LIMITED PARTNERS $ 60,912 $ 42,239 $ 75,754 NET INCOME—GENERAL PARTNER $ 4,380 $ 1,940 $ 1,748 PARTNER UNIT Income before extraordinary item and cumulative effect of accounting change $ 1.34 $ 1.12 $ 2.64 Extraordinary item — — (0.44) Cumulative effect of accounting change — 0.01 — Net income $ 1.34 $ 1.13 $ 2.20 WEIGHTED AVERAGE UNITS OUTSTANDING 45,546 37,528 34,386 2002 2001 2000 $ 65,292 $ 44,179 $ 77,502 Net income Items not affecting cash flows from operating activities: Depreciation and amortization Gains on sales of assets (Note 5) — (984) (48,188) Cumulative effect of accounting change — (508) — Noncash compensation expense — 5,741 3,089 Allowance for doubtful accounts 146 3,000 5,000 Inventory valuation adjustment — 4,984 — Other noncash items (242) (207) 4,574 Change in assets and liabilities, net of acquisitions: Accounts receivable and other (136,481) (18,856) 120,497 Inventory 105,944 (117,878) (11,954) Pipeline linefill (11,060) (13,736) (16,679) Accounts payable and other current liabilities 106,065 46,671 (161,543) Due to related party 8,962 (7,266) (21,741) Other long-term liabilities and deferred credits 1,200 600 (8,591) Net cash provided by (used in) operating activities 173,894 (29,953) (33,511) CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions (Note 4) (324,628) (229,162) — Additions to property and equipment (40,590) (21,069) (12,603) Net proceeds from sale of property and equipment (Note 5) 1,437 740 223,604 Net cash provided by (used in) investing activities (363,781) (249,491) 211,001 CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from issuance of units (Note 8) 145,046 227,549 — Costs incurred in connection with financing arrangements (5,435) (6,351) (6,748) Proceeds from the issuance of senior notes 199,600 — — Payments on subordinated notes—general partner — — (114,000) Net borrowings (repayments) on long-term revolving credit facility (42,144) 34,677 9,900 Net borrowings (repayments) on short-term letter of credit and hedged inventory facility (4,770) 99,583 (57,419) Principal payments on senior secured term loans (3,000) — — Distributions paid to unitholders and general partner (99,841) (75,929) (59,565) Net cash provided by (used in) financing activities 189,456 279,529 (227,832) Effect of translation adjustment on cash 421 — — Net increase (decrease) in cash and cash equivalents (10) 85 (50,342) Cash and cash equivalents, beginning of year 3,511 3,426 53,768 Cash and cash equivalents, end of year $ 3,501 $ 3,511 $ 3,426 Xxxx paid for interest, net of amounts capitalized $ 28,550 $ 33,341 $ 29,292 31, 1999 23,049 $208,359 1,307 $ 20,548 10,030 $(35,621) $ (313) $192,973 Noncash compensation expense — — — — — — 3,089 3,089 Net income — 50,780 — 2,878 — 22,096 1,748 77,502 Distributions — (42,066) — (2,384) — (13,791) (1,324) (59,565) Balance at December 31, 2000 23,049 217,073 1,307 21,042 10,030 (27,316) 3,200 213,999 Issuance of units 8,867 222,032 — — — — 5,517 227,549 Noncash compensation expense — — — — — — 5,741 5,741 Net income — 29,436 — 1,476 — 11,327 1,940 44,179 Distributions — (51,271) — (2,549) — (19,558) (2,551) (75,929) Other comprehensive loss — (8,708) — (435) — (3,344) (255) (12,742) Balance at December 31, 2001 31,916 408,562 1,307 19,534 10,030 (38,891) 13,592 402,797 Issuance of units 6,325 142,013 — — — — 3,033 145,046 Net income — 45,857 — 1,736 — 13,319 4,380 65,292 Distributions — (70,821) — (2,762) — (21,188) (5,070) (99,841) loss — (1,183) — (45) — (343) (113) (1,684) Balance at December Other comprehensive 31, 2002 38,241 $524,428 1,307 $ 18,463 10,030 $(47,103) $15,822 $511,610 Net income $ 65,292 $ 44,179 $ 77,502 Other comprehensive loss (1,684) (12,742) — Total comprehensive income $ 63,608 $ 31,437 $ 77,502 Balance at December 31, 2000 $ — $ — $ — Cumulative effect of accounting change (8,337) — (8,337) Reclassification adjustments for settled contracts (2,526) — (2,526) Changes in fair value of outstanding hedge portion 6,123 — 6,123 Currency translation adjustment — (8,002) (8,002) Balance at December 31, 2001 $ (4,740) $ (8,002) $(12,742) Current year activity Reclassification adjustments for settled contracts 797 — 797 Changes in fair value of outstanding hedge positions (4,264) — (4,264) Currency translation adjustment — 1,783 1,783 Total current year activity (3,467) 1,783 (1,684) Balance at December 31, 2002 $ (8,207) $ (6,219) $(14,426) Plains All American Pipeline, L.P. is a publicly traded Delaware limited partnership (the “Partnership”) engaged in interstate and intrastate marketing, transportation and terminalling of crude oil and liquefied petroleum gas (“LPG”). We were formed in September 1998 to acquire and operate the midstream crude oil business and assets of Plains Resources Inc. and its wholly-owned subsidiaries (“Plains Resources”) as a separate, publicly traded master limited partnership. We completed our initial public offering (“IPO”) in November 1998. Immediately after our IPO, Plains Resources owned 100% of our general partner interest and an overall effective ownership in the Partnership of 57% (including the 2% general partner interest and common and subordinated units owned by such entity). As discussed below, Plains Resources’ effective ownership interest in the Partnership has since been reduced substantially. In May 2001, senior management of our general partner and a group of financial investors entered into a transaction with Plains Resources to acquire majority control of our general partner and a majority of the outstanding subordinated units. The transaction closed in June 2001, and for purposes of this report is referred to as the “General Partner Transition.” As a result of this transaction and subsequent equity offerings, Plains Resources’ overall effective ownership has been reduced to approximately 25%. The general partner interest is now held by Plains AAP, L.P., a Delaware limited partnership. Plains All American GP LLC, a Delaware limited liability company, is Plains AAP, L.P.’s general partner. Plains All American GP LLC manages our operations and activities and employs our officers and personnel. Unless the context otherwise requires, we use the term “general partner” to refer to both Plains AAP, L.P. and Plains All American GP LLC. We use the phrase “former general partner” to refer to the subsidiary of Plains Resources that formerly held the general partner interest. Our operations are conducted directly and indirectly through our operating subsidiaries, Plains Marketing, L.P., All American Pipeline, L.P. and Plains Marketing Canada, L.P., and are concentrated in Texas, Oklahoma, California, Louisiana and the Canadian provinces of Alberta and Saskatchewan.
Appears in 1 contract
Samples: Limited Partnership Agreement
REPORT OF INDEPENDENT ACCOUNTANTS. To the Board of Directors and Stockholders of the General Partner and the Unitholders of Plains All American PipelineTotal Renal Care Holdings, L.P.: Inc. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operationsincome, of cash flowsstockholders' equity, of changes in partners’ capital, of comprehensive income and of changes in accumulated other comprehensive income (loss) cash flows present fairly, in all material respects, the financial position of Plains All American PipelineTotal Renal Care Holdings, L.P. Inc. and its subsidiaries (the “Partnership”) at December 31, 2002 1996 and 20011997, and the results of their operations and their cash flows for each of the three years in year ended May 31, 1995, the period seven months ended December 31, 2002 1995 and the years ended December 31, 1996 and 1997 in conformity with accounting principles generally accepted in the United States of Americaaccounting principles. These financial statements are the responsibility of the Partnership’s Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinionthe opinion expressed above. As discussed in PRICE WATERHOUSE LLP Seattle, Washington February 16, 1998, except as to Note 2 to the consolidated financial statements17 which is as of March 30, the Partnership changed its method of accounting for derivative instruments and hedging activities effective January 11998 DECEMBER 1996 31, 2001. PricewaterhouseCoopers LLP HoustonDECEMBER 31, Texas February 26, 2003 CURRENT 1997 ASSETS Cash and cash equivalents equivalents.......................... $ 3,501 19,881,000 $ 3,511 Accounts 5,400,000 Patient accounts receivable, net 499,909 357,619 Inventory 81,849 188,874 Other current assets 17,676 8,078 Total current assets 602,935 558,082 PROPERTY AND EQUIPMENT 1,030,303 653,050 Accumulated depreciation (77,550) (48,131) 952,753 604,919 Pipeline linefill 62,558 57,367 Other, net 48,329 40,883 $1,666,575 $1,261,251 Accounts payable $ 488,922 $ 372,889 Due to related parties 23,301 13,685 Short-term debt and current portion of long-term debt 99,249 104,482 Other current liabilities 25,777 14,104 Total current liabilities 637,249 505,160 LONG-TERM LIABILITIES Long-term debt under credit facilities 310,126 351,677 Senior notes, net of unamortized discount of $390 199,610 — Other long-term liabilities and deferred credits 7,980 1,617 Total liabilities 1,154,965 858,454 Common unitholders (38,240,939 and 31,915,939 units outstanding at December 31, 2002 and 2001, respectively) 524,428 408,562 Class B Common unitholder (1,307,190 units outstanding at each date) 18,463 19,534 Subordinated unitholders (10,029,619 units outstanding at each date) (47,103) (38,891) General partner 15,822 13,592 511,610 402,797 REVENUES $8,384,223 $6,868,215 $6,641,187 COST OF SALES AND OPERATIONS 8,209,932 6,720,970 6,506,504 UNAUTHORIZED TRADING LOSSES AND RELATED EXPENSES (Note 3) — — 6,963 INVENTORY VALUATION ADJUSTMENT (Note 2) — 4,984 — Gross Margin 174,291 142,261 127,720 EXPENSES General and administrative 45,663 46,586 40,821 Depreciation and amortization 34,068 24,307 24,523 Total expenses 79,731 70,893 65,344 OPERATING INCOME 94,560 71,368 62,376 Interest expense (29,057) (29,082) (28,691) Gains on sales of assets (Note 5) — 984 48,188 Interest and other income (expense), net (Note 10) (211) 401 10,776 Income before extraordinary item and cumulative effect of accounting change 65,292 43,671 92,649 Extraordinary item (Note 10) — — (15,147) Cumulative effect of accounting change (Note 2) — 508 — NET INCOME $ 65,292 $ 44,179 $ 77,502 NET INCOME—LIMITED PARTNERS $ 60,912 $ 42,239 $ 75,754 NET INCOME—GENERAL PARTNER $ 4,380 $ 1,940 $ 1,748 PARTNER UNIT Income before extraordinary item and cumulative effect of accounting change $ 1.34 $ 1.12 $ 2.64 Extraordinary item — — (0.44) Cumulative effect of accounting change — 0.01 — Net income $ 1.34 $ 1.13 $ 2.20 WEIGHTED AVERAGE UNITS OUTSTANDING 45,546 37,528 34,386 2002 2001 2000 $ 65,292 $ 44,179 $ 77,502 Net income Items not affecting cash flows from operating activities: Depreciation and amortization Gains on sales of assets (Note 5) — (984) (48,188) Cumulative effect of accounting change — (508) — Noncash compensation expense — 5,741 3,089 Allowance less allowance for doubtful accounts 146 3,000 5,000 Inventory valuation adjustment — 4,984 — Other noncash items (242) (207) 4,574 Change in assets of $7,911,000 and liabilities$11,892,000, net of acquisitions: Accounts receivable and other (136,481) (18,856) 120,497 Inventory 105,944 (117,878) (11,954) Pipeline linefill (11,060) (13,736) (16,679) Accounts payable and other current liabilities 106,065 46,671 (161,543) Due to related party 8,962 (7,266) (21,741) Other long-term liabilities and deferred credits 1,200 600 (8,591) Net cash provided by (used in) operating activities 173,894 (29,953) (33,511) CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions (Note 4) (324,628) (229,162) — Additions to property and equipment (40,590) (21,069) (12,603) Net proceeds respectively...................................... 91,009,000 152,481,000 Receivable from sale of property and equipment (Note 5) 1,437 740 223,604 Net cash provided by (used in) investing activities (363,781) (249,491) 211,001 CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from issuance of units (Note 8) 145,046 227,549 — Costs incurred in connection with financing arrangements (5,435) (6,351) (6,748) Proceeds from the issuance of senior notes 199,600 — — Payments on subordinated notes—general partner — — (114,000) Net borrowings (repayments) on long-term revolving credit facility (42,144) 34,677 9,900 Net borrowings (repayments) on short-term letter of credit and hedged inventory facility (4,770) 99,583 (57,419) Principal payments on senior secured term loans (3,000) — — Distributions paid to unitholders and general partner (99,841) (75,929) (59,565) Net cash provided by (used in) financing activities 189,456 279,529 (227,832) Effect of translation adjustment on cash 421 — — Net increase (decrease) in cash and cash equivalents (10) 85 (50,342) Cash and cash equivalents, beginning of year 3,511 3,426 53,768 Cash and cash equivalents, end of year $ 3,501 $ 3,511 $ 3,426 Xxxx paid for interest, net of amounts capitalized $ 28,550 $ 33,341 $ 29,292 31, 1999 23,049 $208,359 1,307 $ 20,548 10,030 $(35,621) $ (313) $192,973 Noncash compensation expense — — — — — — 3,089 3,089 Net Xxxxx.............................. 347,000 534,000 Inventories........................................ 6,045,000 8,743,000 Deferred income — 50,780 — 2,878 — 22,096 1,748 77,502 Distributions — (42,066) — (2,384) — (13,791) (1,324) (59,565) Balance at December 31, 2000 23,049 217,073 1,307 21,042 10,030 (27,316) 3,200 213,999 Issuance of units 8,867 222,032 — — — — 5,517 227,549 Noncash compensation expense — — — — — — 5,741 5,741 Net income — 29,436 — 1,476 — 11,327 1,940 44,179 Distributions — (51,271) — (2,549) — (19,558) (2,551) (75,929) Other comprehensive loss — (8,708) — (435) — (3,344) (255) (12,742) Balance at December 31, 2001 31,916 408,562 1,307 19,534 10,030 (38,891) 13,592 402,797 Issuance of units 6,325 142,013 — — — — 3,033 145,046 Net income — 45,857 — 1,736 — 13,319 4,380 65,292 Distributions — (70,821) — (2,762) — (21,188) (5,070) (99,841) loss — (1,183) — (45) — (343) (113) (1,684) Balance at December Other comprehensive 31, 2002 38,241 $524,428 1,307 $ 18,463 10,030 $(47,103) $15,822 $511,610 Net income $ 65,292 $ 44,179 $ 77,502 Other comprehensive loss (1,684) (12,742) — Total comprehensive income $ 63,608 $ 31,437 $ 77,502 Balance at December 31, 2000 $ — $ — $ — Cumulative effect of accounting change (8,337) — (8,337) Reclassification adjustments for settled contracts (2,526) — (2,526) Changes in fair value of outstanding hedge portion 6,123 — 6,123 Currency translation adjustment — (8,002) (8,002) Balance at December 31, 2001 $ (4,740) $ (8,002) $(12,742) Current year activity Reclassification adjustments for settled contracts 797 — 797 Changes in fair value of outstanding hedge positions (4,264) — (4,264) Currency translation adjustment — 1,783 1,783 Total current year activity (3,467) 1,783 (1,684) Balance at December 31, 2002 $ (8,207) $ (6,219) $(14,426) Plains All American Pipeline, L.P. is a publicly traded Delaware limited partnership (the “Partnership”) engaged in interstate and intrastate marketing, transportation and terminalling of crude oil and liquefied petroleum gas (“LPG”). We were formed in September 1998 to acquire and operate the midstream crude oil business and assets of Plains Resources Inc. and its wholly-owned subsidiaries (“Plains Resources”) as a separate, publicly traded master limited partnership. We completed our initial public offering (“IPO”) in November 1998. Immediately after our IPO, Plains Resources owned 100% of our general partner interest and an overall effective ownership in the Partnership of 57% (including the 2% general partner interest and common and subordinated units owned by such entity). As discussed below, Plains Resources’ effective ownership interest in the Partnership has since been reduced substantially. In May 2001, senior management of our general partner and a group of financial investors entered into a transaction with Plains Resources to acquire majority control of our general partner and a majority of the outstanding subordinated units. The transaction closed in June 2001, and for purposes of this report is referred to as the “General Partner Transition.” As a result of this transaction and subsequent equity offerings, Plains Resources’ overall effective ownership has been reduced to approximately 25%. The general partner interest is now held by Plains AAP, L.P., a Delaware limited partnership. Plains All American GP LLC, a Delaware limited liability company, is Plains AAP, L.P.’s general partner. Plains All American GP LLC manages our operations and activities and employs our officers and personnel. Unless the context otherwise requires, we use the term “general partner” to refer to both Plains AAP, L.P. and Plains All American GP LLC. We use the phrase “former general partner” to refer to the subsidiary of Plains Resources that formerly held the general partner interest. Our operations are conducted directly and indirectly through our operating subsidiaries, Plains Marketing, L.P., All American Pipeline, L.P. and Plains Marketing Canada, L.P., and are concentrated in Texas, Oklahoma, California, Louisiana and the Canadian provinces of Alberta and Saskatchewan.taxes.............................. 3,233,000 6,146,000
Appears in 1 contract
Samples: Annual Report
REPORT OF INDEPENDENT ACCOUNTANTS. To the Board of Directors and Stockholders of the General Partner and the Unitholders of Plains All American Pipeline, L.P.Cabot Corporation: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operationsincome, of cash flows, of changes in partners’ capital, of comprehensive income flows and of changes in accumulated other comprehensive income (loss) stockholders' equity present fairly, in all material respects, the financial position of Plains All American Pipeline, L.P. Cabot Corporation and its subsidiaries (the “Partnership”) at December 31September 30, 2002 2000 and 20011999, and the results of their operations and their cash flows for each of the three years in the period ended December 31September 30, 2002 2000 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnership’s Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As discussed in Note 2 to the consolidated financial statements, the Partnership changed its method of accounting for derivative instruments and hedging activities effective January 1, 2001. PricewaterhouseCoopers LLP HoustonBoston, Texas February 26Massachusetts October 24, 2003 CURRENT ASSETS Cash 2000 57 SELECTED FINANCIAL DATA -- FIVE YEAR SUMMARY ------------------------------------------ (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS AND OTHER DATA) 2000 ------ 1999 ------ 1998 ------ 1997 ------ 1996 ------ CONSOLIDATED INCOME Revenues: Net sales and cash equivalents other operating revenues....................... $1,517 $1,354 $1,392 $1,400 $1,694 Interest and dividend income................................. Total revenues...................................... Costs and expenses: 6 ------ 1,523 ------ 4 ------ 1,358 ------ 5 ------ 1,397 ------ 7 ------ 1,407 ------ 9 ------ 1,703 ------ Cost of sales................................................ 1,102 940 934 961 1,174 Selling and administrative expenses.......................... 178 186 187 192 197 Research and technical service............................... 43 58 70 72 72 Interest expense............................................. 33 39 36 37 36 Special items(a)............................................. 10 26 85 18 - Gain on sale of assets....................................... - (10) (90) - (67) Other charges, net........................................... Total costs and expenses............................ Income before income taxes................................... - ------ 1,366 ------ 157 6 ------ 1,245 ------ 113 16 ------ 1,238 ------ 159 15 ------ 1,295 ------ 112 14 ------ 1,426 ------ 277 Provision for income taxes................................... (57) (41) (57) (40) (97) Equity in net income of affiliated companies................. 13 13 17 20 18 Minority interest............................................ Income from continuing operations............................ (5) ------ 108 (3) ------ 82 (3) ------ 116 (2) ------ 90 (6) ------ 192 Discontinued operations:(b) Income from operations of discontinued businesses.......... 36 15 6 3 2 Gain on sale of business................................... 309 - - - - ------ ------ ------ ------ ------ Net income.......................................... $ 3,501 453 $ 3,511 Accounts receivable, net 499,909 357,619 Inventory 81,849 188,874 Other current assets 17,676 8,078 97 $ 122 $ 93 $ 194 ------ ------ ------ ------ ------ COMMON SHARE DATA Diluted Net Income: Continuing operations.................................. $ 1.46 $ 1.11 $ 1.53 $ 1.15 $ 2.40 Discontinued operations: Income from operations of discontinued businesses...... 0.49 0.20 0.08 0.04 0.02 Gain on sale of business............................... 4.25 - - - - ------ ------ ------ ------ ------ Net Income................................................... $ 6.20 $ 1.31 $ 1.61 $ 1.19 $ 2.42 ------ ------ ------ ------ ------ Dividends.................................................... $ 0.44 $ 0.44 $ 0.42 $ 0.40 $ 0.36 Stock prices -- High......................................... 38.44 31.69 39.94 29.38 31.38 Low........................................... 17.94 19.75 21.75 21.50 22.88 Close......................................... 31.69 23.75 24.94 26.94 27.88 Average diluted shares outstanding -- millions............... 73 73 75 77 79 Diluted shares outstanding at year end -- millions........... 68 67 67 69 72 CONSOLIDATED FINANCIAL POSITION Total current assets 602,935 558,082 PROPERTY AND EQUIPMENT 1,030,303 653,050 Accumulated depreciation (77,550) (48,131) 952,753 604,919 Pipeline linefill 62,558 57,367 Otherassets......................................... $1,190 $ 659 $ 619 $ 613 $ 710 Net property, net 48,329 40,883 plant and equipment............................ 806 1,024 978 922 903 Other assets................................................. 138 159 208 291 244 ------ ------ ------ ------ ------ Total assets........................................ $1,666,575 2,134 $1,261,251 Accounts payable $ 488,922 $ 372,889 Due to related parties 23,301 13,685 Short-term debt and current portion of long-term debt 99,249 104,482 Other current liabilities 25,777 14,104 1,842 $1,805 $1,826 $1,857 ------ ------ ------ ------ ------ Total current liabilities 637,249 505,160 LONG-TERM LIABILITIES liabilities.................................... $ 494 $ 450 $ 536 $ 543 $ 528 Long-term debt under credit facilities 310,126 351,677 Senior notes, net of unamortized discount of $390 199,610 — debt............................................... 329 419 316 286 322 Other long-term liabilities and deferred credits 7,980 1,617 minority interest............ 264 267 247 269 262 Stockholders' equity......................................... 1,047 706 706 728 745 ------ ------ ------ ------ ------ Total liabilities 1,154,965 858,454 Common unitholders and stockholders' equity.......... $2,134 $1,842 $1,805 $1,826 $1,857 ------ ------ ------ ------ ------ Working capital.............................................. $ 696 $ 209 $ 83 $ 70 $ 182 ------ ------ ------ ------ ------ SELECTED FINANCIAL RATIOS Income from continuing operations as a percentage of sales... 7% 6% 8% 6% 11% Return on average stockholders' equity....................... 58% 13% 16% 12% 28% Net debt to capitalization ratio............................. (38,240,939 29)% 44% 43% 43% 40% --------------- (a) Special items for 2000 include $18 million in plant closure costs and 31,915,939 units outstanding at December 31, 2002 a $2 million environmental reserve charge offset by a $10 million insurance litigation settlement. Special items in 1999 include a $26 million charge for cost reduction initiatives and 2001, respectively) 524,428 408,562 Class B Common unitholder (1,307,190 units outstanding at each date) 18,463 19,534 Subordinated unitholders (10,029,619 units outstanding at each date) (47,103) (38,891) General partner 15,822 13,592 511,610 402,797 REVENUES capacity utilization and a $8,384,223 $6,868,215 $6,641,187 COST OF SALES AND OPERATIONS 8,209,932 6,720,970 6,506,504 UNAUTHORIZED TRADING LOSSES AND RELATED EXPENSES (Note 3) — — 6,963 INVENTORY VALUATION ADJUSTMENT (Note 2) — 4,984 — Gross Margin 174,291 142,261 127,720 EXPENSES General and administrative 45,663 46,586 40,821 Depreciation and amortization 34,068 24,307 24,523 Total expenses 79,731 70,893 65,344 OPERATING INCOME 94,560 71,368 62,376 Interest expense (29,057) (29,082) (28,691) Gains on sales of assets (Note 5) — 984 48,188 Interest and other income (expense), net (Note 10) (211) 401 10,776 Income before extraordinary item and cumulative effect of accounting change 65,292 43,671 92,649 Extraordinary item (Note 10) — — (15,147) Cumulative effect of accounting change (Note 2) — 508 — NET INCOME $ 65,292 $ 44,179 $ 77,502 NET INCOME—LIMITED PARTNERS $ 60,912 $ 42,239 $ 75,754 NET INCOME—GENERAL PARTNER $ 4,380 $ 1,940 $ 1,748 PARTNER UNIT Income before extraordinary item and cumulative effect of accounting change $ 1.34 $ 1.12 $ 2.64 Extraordinary item — — (0.44) Cumulative effect of accounting change — 0.01 — Net income $ 1.34 $ 1.13 $ 2.20 WEIGHTED AVERAGE UNITS OUTSTANDING 45,546 37,528 34,386 2002 2001 2000 $ 65,292 $ 44,179 $ 77,502 Net income Items not affecting cash flows 10 million gain from operating activities: Depreciation and amortization Gains on sales of assets (Note 5) — (984) (48,188) Cumulative effect of accounting change — (508) — Noncash compensation expense — 5,741 3,089 Allowance for doubtful accounts 146 3,000 5,000 Inventory valuation adjustment — 4,984 — Other noncash items (242) (207) 4,574 Change in assets and liabilities, net of acquisitions: Accounts receivable and other (136,481) (18,856) 120,497 Inventory 105,944 (117,878) (11,954) Pipeline linefill (11,060) (13,736) (16,679) Accounts payable and other current liabilities 106,065 46,671 (161,543) Due to related party 8,962 (7,266) (21,741) Other long-term liabilities and deferred credits 1,200 600 (8,591) Net cash provided by (used in) operating activities 173,894 (29,953) (33,511) CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions (Note 4) (324,628) (229,162) — Additions to property and equipment (40,590) (21,069) (12,603) Net proceeds from the sale of property 1 million shares of K N Energy, Inc. Special items for 1998 include a $60 million asset impairment charge in the Chemical Businesses, a $25 million write-off of a tantalum ore recovery project in the Performance Materials segment, and equipment (Note 5) 1,437 740 223,604 Net cash provided by (used in) investing activities (363,781) (249,491) 211,001 CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from issuance of units (Note 8) 145,046 227,549 — Costs incurred in connection with financing arrangements (5,435) (6,351) (6,748) Proceeds a $90 million gain from the issuance sale of senior notes 199,600 — — Payments on subordinated notes—general partner — — (114,000) Net borrowings (repayments) on long-term revolving credit facility (42,144) 34,677 9,900 Net borrowings (repayments) on short-term letter 2 million shares of credit and hedged inventory facility (4,770) 99,583 (57,419) Principal payments on senior secured term loans (3,000) — — Distributions paid K N Energy, Inc. Special items for 1997 include an $18 million charge related to unitholders and general partner (99,841) (75,929) (59,565) Net cash provided by (used in) financing activities 189,456 279,529 (227,832) Effect of translation adjustment on cash 421 — — Net increase (decrease) in cash and cash equivalents (10) 85 (50,342) Cash and cash equivalents, beginning of year 3,511 3,426 53,768 Cash and cash equivalents, end of year $ 3,501 $ 3,511 $ 3,426 Xxxx paid for interest, net of amounts capitalized $ 28,550 $ 33,341 $ 29,292 31, 1999 23,049 $208,359 1,307 $ 20,548 10,030 $(35,621) $ (313) $192,973 Noncash compensation expense — — — — — — 3,089 3,089 Net income — 50,780 — 2,878 — 22,096 1,748 77,502 Distributions — (42,066) — (2,384) — (13,791) (1,324) (59,565) Balance at December 31, 2000 23,049 217,073 1,307 21,042 10,030 (27,316) 3,200 213,999 Issuance of units 8,867 222,032 — — — — 5,517 227,549 Noncash compensation expense — — — — — — 5,741 5,741 Net income — 29,436 — 1,476 — 11,327 1,940 44,179 Distributions — (51,271) — (2,549) — (19,558) (2,551) (75,929) Other comprehensive loss — (8,708) — (435) — (3,344) (255) (12,742) Balance at December 31, 2001 31,916 408,562 1,307 19,534 10,030 (38,891) 13,592 402,797 Issuance of units 6,325 142,013 — — — — 3,033 145,046 Net income — 45,857 — 1,736 — 13,319 4,380 65,292 Distributions — (70,821) — (2,762) — (21,188) (5,070) (99,841) loss — (1,183) — (45) — (343) (113) (1,684) Balance at December Other comprehensive 31, 2002 38,241 $524,428 1,307 $ 18,463 10,030 $(47,103) $15,822 $511,610 Net income $ 65,292 $ 44,179 $ 77,502 Other comprehensive loss (1,684) (12,742) — Total comprehensive income $ 63,608 $ 31,437 $ 77,502 Balance at December 31, 2000 $ — $ — $ — Cumulative effect of accounting change (8,337) — (8,337) Reclassification adjustments for settled contracts (2,526) — (2,526) Changes in fair value of outstanding hedge portion 6,123 — 6,123 Currency translation adjustment — (8,002) (8,002) Balance at December 31, 2001 $ (4,740) $ (8,002) $(12,742) Current year activity Reclassification adjustments for settled contracts 797 — 797 Changes in fair value of outstanding hedge positions (4,264) — (4,264) Currency translation adjustment — 1,783 1,783 Total current year activity (3,467) 1,783 (1,684) Balance at December 31, 2002 $ (8,207) $ (6,219) $(14,426) Plains All American Pipeline, L.P. is a publicly traded Delaware limited partnership (the “Partnership”) engaged in interstate and intrastate marketing, transportation and terminalling of crude oil and liquefied petroleum gas (“LPG”). We were formed in September 1998 to acquire and operate the midstream crude oil business and assets of Plains Resources Inc. and its wholly-owned subsidiaries (“Plains Resources”) as a separate, publicly traded master limited partnership. We completed our initial public offering (“IPO”) in November 1998. Immediately after our IPO, Plains Resources owned 100% of our general partner interest and an overall effective ownership cost reduction program in the Partnership Chemical Businesses and the Performance Materials segments. Special items for 1996 include a $39 million gain on the sale of 57% (including the 2% general partner interest and common and subordinated units owned by such entity). As discussed belowTUCO, Plains Resources’ effective ownership interest in the Partnership has since been reduced substantially. In May 2001Inc., senior management of our general partner and a group $28 million gain on the sale of financial investors entered into a transaction with Plains Resources to acquire majority control 2 million shares of our general partner and a majority of the outstanding subordinated units. The transaction closed in June 2001K N Energy, and for purposes of this report is referred to as the “General Partner Transition.” As a result of this transaction and subsequent equity offerings, Plains Resources’ overall effective ownership has been reduced to approximately 25%. The general partner interest is now held by Plains AAP, L.P., a Delaware limited partnership. Plains All American GP LLC, a Delaware limited liability company, is Plains AAP, L.P.’s general partner. Plains All American GP LLC manages our operations and activities and employs our officers and personnel. Unless the context otherwise requires, we use the term “general partner” to refer to both Plains AAP, L.P. and Plains All American GP LLC. We use the phrase “former general partner” to refer to the subsidiary of Plains Resources that formerly held the general partner interest. Our operations are conducted directly and indirectly through our operating subsidiaries, Plains Marketing, L.P., All American Pipeline, L.P. and Plains Marketing Canada, L.P., and are concentrated in Texas, Oklahoma, California, Louisiana and the Canadian provinces of Alberta and Saskatchewan.Inc.
Appears in 1 contract
Samples: Annual Report
REPORT OF INDEPENDENT ACCOUNTANTS. To the Board of Directors and Stockholders of the General Partner and the Unitholders of Plains All American PipelineTotal Renal Care Holdings, L.P.: Inc. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operationsincome, of cash flowsstockholders' equity, of changes in partners’ capital, of comprehensive income and of changes in accumulated other comprehensive income (loss) cash flows present fairly, in all material respects, the financial position of Plains All American PipelineTotal Renal Care Holdings, L.P. Inc. and its subsidiaries (the “Partnership”) at December 31, 2002 1997 and 20011998, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 1998 in conformity with accounting principles generally accepted in the United States of Americaaccounting principles. These financial statements are the responsibility of the Partnership’s Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As discussed in Note 2 to the consolidated financial statements, the Partnership changed its method of accounting for derivative instruments and hedging activities effective January 1, 2001opinion expressed above. PricewaterhouseCoopers LLP HoustonSeattle, Texas February 26Washington March 29, 2003 CURRENT ASSETS Cash and cash equivalents $ 3,501 $ 3,511 Accounts receivable, net 499,909 357,619 Inventory 81,849 188,874 Other current assets 17,676 8,078 Total current assets 602,935 558,082 PROPERTY AND EQUIPMENT 1,030,303 653,050 Accumulated depreciation (77,550) (48,131) 952,753 604,919 Pipeline linefill 62,558 57,367 Other, net 48,329 40,883 $1,666,575 $1,261,251 Accounts payable $ 488,922 $ 372,889 Due to related parties 23,301 13,685 Short-term debt and current portion of long-term debt 99,249 104,482 Other current liabilities 25,777 14,104 Total current liabilities 637,249 505,160 LONG-TERM LIABILITIES Long-term debt under credit facilities 310,126 351,677 Senior notes, net of unamortized discount of $390 199,610 — Other long-term liabilities and deferred credits 7,980 1,617 Total liabilities 1,154,965 858,454 Common unitholders (38,240,939 and 31,915,939 units outstanding at 1999 December 31, 2002 and 2001December 31, respectively) 524,428 408,562 Class B Common unitholder (1,307,190 units outstanding at each date) 18,463 19,534 Subordinated unitholders (10,029,619 units outstanding at each date) (47,103) (38,891) General partner 15,822 13,592 511,610 402,797 REVENUES $8,384,223 $6,868,215 $6,641,187 COST OF SALES AND OPERATIONS 8,209,932 6,720,970 6,506,504 UNAUTHORIZED TRADING LOSSES AND RELATED EXPENSES (Note 3) — — 6,963 INVENTORY VALUATION ADJUSTMENT (Note 2) — 4,984 — Gross Margin 174,291 142,261 127,720 EXPENSES General and administrative 45,663 46,586 40,821 Depreciation and amortization 34,068 24,307 24,523 Total expenses 79,731 70,893 65,344 OPERATING INCOME 94,560 71,368 62,376 Interest expense (29,057) (29,082) (28,691) Gains on sales of assets (Note 5) — 984 48,188 Interest and other income (expense), net (Note 10) (211) 401 10,776 Income before extraordinary item and cumulative effect of accounting change 65,292 43,671 92,649 Extraordinary item (Note 10) — — (15,147) Cumulative effect of accounting change (Note 2) — 508 — NET INCOME $ 65,292 $ 44,179 $ 77,502 NET INCOME—LIMITED PARTNERS $ 60,912 $ 42,239 $ 75,754 NET INCOME—GENERAL PARTNER $ 4,380 $ 1,940 $ 1,748 PARTNER UNIT Income before extraordinary item and cumulative effect of accounting change $ 1.34 $ 1.12 $ 2.64 Extraordinary item — — (0.44) Cumulative effect of accounting change — 0.01 — Net income $ 1.34 $ 1.13 $ 2.20 WEIGHTED AVERAGE UNITS OUTSTANDING 45,546 37,528 34,386 2002 2001 2000 $ 65,292 $ 44,179 $ 77,502 Net income Items not affecting cash flows from operating activities: Depreciation and amortization Gains on sales of assets (Note 5) — (984) (48,188) Cumulative effect of accounting change — (508) — Noncash compensation expense — 5,741 3,089 Allowance for doubtful accounts 146 3,000 5,000 Inventory valuation adjustment — 4,984 — Other noncash items (242) (207) 4,574 Change in assets and liabilities, net of acquisitions: Accounts receivable and other (136,481) (18,856) 120,497 Inventory 105,944 (117,878) (11,954) Pipeline linefill (11,060) (13,736) (16,679) Accounts payable and other current liabilities 106,065 46,671 (161,543) Due to related party 8,962 (7,266) (21,741) Other long-term liabilities and deferred credits 1,200 600 (8,591) Net cash provided by (used in) operating activities 173,894 (29,953) (33,511) CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions (Note 4) (324,628) (229,162) — Additions to property and equipment (40,590) (21,069) (12,603) Net proceeds from sale of property and equipment (Note 5) 1,437 740 223,604 Net cash provided by (used in) investing activities (363,781) (249,491) 211,001 CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from issuance of units (Note 8) 145,046 227,549 — Costs incurred in connection with financing arrangements (5,435) (6,351) (6,748) Proceeds from the issuance of senior notes 199,600 — — Payments on subordinated notes—general partner — — (114,000) Net borrowings (repayments) on long-term revolving credit facility (42,144) 34,677 9,900 Net borrowings (repayments) on short-term letter of credit and hedged inventory facility (4,770) 99,583 (57,419) Principal payments on senior secured term loans (3,000) — — Distributions paid to unitholders and general partner (99,841) (75,929) (59,565) Net cash provided by (used in) financing activities 189,456 279,529 (227,832) Effect of translation adjustment on cash 421 — — Net increase (decrease) in cash and cash equivalents (10) 85 (50,342) 1997 1998 Assets Cash and cash equivalents...................... $ 6,143,000 $ 41,487,000 Patient accounts receivable, beginning less allowance for doubtful accounts of year 3,511 3,426 53,768 Cash $30,695,000 and cash equivalents$61,848,000, end of year $ 3,501 $ 3,511 $ 3,426 Xxxx paid for interest, net of amounts capitalized $ 28,550 $ 33,341 $ 29,292 31, 1999 23,049 $208,359 1,307 $ 20,548 10,030 $(35,621) $ (313) $192,973 Noncash compensation expense — — — — — — 3,089 3,089 Net respectively..................... 248,408,000 416,472,000 Receivable from Xxxxx.......................... 534,000 350,000 Inventories.................................... 15,766,000 23,470,000 Deferred income — 50,780 — 2,878 — 22,096 1,748 77,502 Distributions — (42,066) — (2,384) — (13,791) (1,324) (59,565) Balance at December 31, 2000 23,049 217,073 1,307 21,042 10,030 (27,316) 3,200 213,999 Issuance of units 8,867 222,032 — — — — 5,517 227,549 Noncash compensation expense — — — — — — 5,741 5,741 Net income — 29,436 — 1,476 — 11,327 1,940 44,179 Distributions — (51,271) — (2,549) — (19,558) (2,551) (75,929) Other comprehensive loss — (8,708) — (435) — (3,344) (255) (12,742) Balance at December 31, 2001 31,916 408,562 1,307 19,534 10,030 (38,891) 13,592 402,797 Issuance of units 6,325 142,013 — — — — 3,033 145,046 Net income — 45,857 — 1,736 — 13,319 4,380 65,292 Distributions — (70,821) — (2,762) — (21,188) (5,070) (99,841) loss — (1,183) — (45) — (343) (113) (1,684) Balance at December Other comprehensive 31, 2002 38,241 $524,428 1,307 $ 18,463 10,030 $(47,103) $15,822 $511,610 Net income $ 65,292 $ 44,179 $ 77,502 Other comprehensive loss (1,684) (12,742) — Total comprehensive income $ 63,608 $ 31,437 $ 77,502 Balance at December 31, 2000 $ — $ — $ — Cumulative effect of accounting change (8,337) — (8,337) Reclassification adjustments for settled contracts (2,526) — (2,526) Changes in fair value of outstanding hedge portion 6,123 — 6,123 Currency translation adjustment — (8,002) (8,002) Balance at December 31, 2001 $ (4,740) $ (8,002) $(12,742) Current year activity Reclassification adjustments for settled contracts 797 — 797 Changes in fair value of outstanding hedge positions (4,264) — (4,264) Currency translation adjustment — 1,783 1,783 Total current year activity (3,467) 1,783 (1,684) Balance at December 31, 2002 $ (8,207) $ (6,219) $(14,426) Plains All American Pipeline, L.P. is a publicly traded Delaware limited partnership (the “Partnership”) engaged in interstate and intrastate marketing, transportation and terminalling of crude oil and liquefied petroleum gas (“LPG”). We were formed in September 1998 to acquire and operate the midstream crude oil business and assets of Plains Resources Inc. and its wholly-owned subsidiaries (“Plains Resources”) as a separate, publicly traded master limited partnership. We completed our initial public offering (“IPO”) in November 1998. Immediately after our IPO, Plains Resources owned 100% of our general partner interest and an overall effective ownership in the Partnership of 57% (including the 2% general partner interest and common and subordinated units owned by such entity). As discussed below, Plains Resources’ effective ownership interest in the Partnership has since been reduced substantially. In May 2001, senior management of our general partner and a group of financial investors entered into a transaction with Plains Resources to acquire majority control of our general partner and a majority of the outstanding subordinated units. The transaction closed in June 2001, and for purposes of this report is referred to as the “General Partner Transition.” As a result of this transaction and subsequent equity offerings, Plains Resources’ overall effective ownership has been reduced to approximately 25%. The general partner interest is now held by Plains AAP, L.P., a Delaware limited partnership. Plains All American GP LLC, a Delaware limited liability company, is Plains AAP, L.P.’s general partner. Plains All American GP LLC manages our operations and activities and employs our officers and personnel. Unless the context otherwise requires, we use the term “general partner” to refer to both Plains AAP, L.P. and Plains All American GP LLC. We use the phrase “former general partner” to refer to the subsidiary of Plains Resources that formerly held the general partner interest. Our operations are conducted directly and indirectly through our operating subsidiaries, Plains Marketing, L.P., All American Pipeline, L.P. and Plains Marketing Canada, L.P., and are concentrated in Texas, Oklahoma, California, Louisiana and the Canadian provinces of Alberta and Saskatchewan.taxes.......................... 9,853,000 31,917,000
Appears in 1 contract
Samples: Annual Report
