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): August 9, 2010
ENERGY TRANSFER EQUITY, L.P.
(Exact name of registrant as specified in its charter)
Delaware | 1-32740 | 30-0108820 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3738 Oak Lawn Avenue Dallas, TX |
75219 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (214) 981-0700
(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:
o Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On August 9, 2010, Energy Transfer Equity, L.P. (the “Partnership”) issued a press release announcing its financial and operating results for the second quarter ended June 30, 2010. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 and in the attached exhibit shall be deemed to be “furnished” and not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
Exhibit Number |
Description of the Exhibit | |
Exhibit 99.1
|
Energy Transfer Equity, L.P. Press Release dated August 9, 2010. |
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.
Energy Transfer Equity, L.P. | ||
|
By: | LE GP, LLC, its general partner |
Date: August 9, 2010 | /s/ John W. McReynolds | |
John W. McReynolds President and Chief Financial Officer |
Exhibit Index
Exhibit Number |
Description of the Exhibit | |
Exhibit 99.1
|
Energy Transfer Equity, L.P. Press Release dated August 9, 2010. |
June 30, | December 31, | |||||||
2010 | 2009 | |||||||
ASSETS | ||||||||
CURRENT ASSETS |
$ | 1,084,534 | $ | 1,267,959 | ||||
PROPERTY, PLANT AND EQUIPMENT, net |
11,214,165 | 9,064,475 | ||||||
ADVANCES TO AND INVESTMENTS IN AFFILIATES |
1,377,508 | 663,298 | ||||||
LONG-TERM PRICE RISK MANAGEMENT ASSETS |
5,477 | |||||||
GOODWILL |
1,537,006 | 775,094 | ||||||
INTANGIBLES AND OTHER ASSETS, net |
1,143,264 | 389,683 | ||||||
Total assets |
$ | 16,361,954 | $ | 12,160,509 | ||||
LIABILITIES AND EQUITY | ||||||||
CURRENT LIABILITIES |
$ | 1,183,068 | $ | 889,745 | ||||
LONG-TERM DEBT, less current maturities |
8,776,173 | 7,750,998 | ||||||
SERIES A CONVERTIBLE PREFERRED UNITS |
304,950 | | ||||||
LONG-TERM PRICE RISK MANAGEMENT LIABILITIES |
158,094 | 73,332 | ||||||
OTHER NON-CURRENT LIABILITIES |
238,561 | 226,183 | ||||||
COMMITMENTS AND CONTINGENCIES |
||||||||
PREFERRED UNITS OF SUBSIDIARY |
70,850 | | ||||||
PARTNERS CAPITAL |
169,463 | 152 | ||||||
NONCONTROLLING INTEREST |
5,460,795 | 3,220,099 | ||||||
Total equity |
5,630,258 | 3,220,251 | ||||||
Total liabilities and equity |
$ | 16,361,954 | $ | 12,160,509 | ||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
REVENUES: |
||||||||||||||||
Natural gas operations |
$ | 1,146,769 | $ | 948,233 | $ | 2,453,478 | $ | 2,060,188 | ||||||||
Retail propane |
197,147 | 179,770 | 730,586 | 667,677 | ||||||||||||
Other |
24,613 | 23,687 | 56,446 | 53,799 | ||||||||||||
Total revenues |
1,368,529 | 1,151,690 | 3,240,510 | 2,781,664 | ||||||||||||
COSTS AND EXPENSES: |
||||||||||||||||
Cost of products sold natural gas
operations |
727,742 | 542,004 | 1,640,348 | 1,274,117 | ||||||||||||
Cost of products sold retail propane |
110,282 | 78,070 | 415,263 | 298,292 | ||||||||||||
Cost of products sold other |
6,336 | 5,919 | 13,614 | 12,723 | ||||||||||||
Operating expenses |
181,285 | 176,681 | 352,033 | 358,454 | ||||||||||||
Depreciation and amortization |
98,485 | 79,229 | 184,816 | 154,888 | ||||||||||||
Selling, general and administrative |
65,038 | 54,756 | 116,147 | 112,061 | ||||||||||||
Total costs and expenses |
1,189,168 | 936,659 | 2,722,221 | 2,210,535 | ||||||||||||
OPERATING INCOME |
179,361 | 215,031 | 518,289 | 571,129 | ||||||||||||
OTHER INCOME (EXPENSE) |
||||||||||||||||
Interest expense, net of interest
capitalized |
(129,063 | ) | (119,559 | ) | (250,734 | ) | (220,950 | ) | ||||||||
Equity in earnings of affiliates |
12,193 | 1,673 | 18,374 | 2,170 | ||||||||||||
Losses on disposal of assets |
1,375 | 181 | (489 | ) | (245 | ) | ||||||||||
Gains (losses) on non-hedged interest
rate derivatives |
(22,468 | ) | 49,911 | (36,892 | ) | 59,962 | ||||||||||
Allowance for equity funds used
during construction |
4,298 | (1,839 | ) | 5,607 | 18,588 | |||||||||||
Impairment of investment in affiliate |
(52,620 | ) | (52,620 | ) | ||||||||||||
Other, net |
(9,502 | ) | (377 | ) | (8,668 | ) | 324 | |||||||||
INCOME BEFORE INCOME TAX EXPENSE |
(16,426 | ) | 145,021 | 192,867 | 430,978 | |||||||||||
Income tax expense |
4,053 | 3,263 | 9,264 | 9,470 | ||||||||||||
NET INCOME |
(20,479 | ) | 141,758 | 183,603 | 421,508 | |||||||||||
LESS: NET INCOME ATTRIBUTABLE TO
NONCONTROLLING INTEREST |
(39,747 | ) | 37,383 | 51,558 | 165,597 | |||||||||||
NET INCOME ATTRIBUTABLE TO PARTNERS |
19,268 | 104,375 | 132,045 | 255,911 | ||||||||||||
GENERAL PARTNERS INTEREST IN NET INCOME |
60 | 322 | 409 | 791 | ||||||||||||
LIMITED PARTNERS INTEREST IN NET INCOME |
$ | 19,208 | $ | 104,053 | $ | 131,636 | $ | 255,120 | ||||||||
BASIC NET INCOME PER LIMITED PARTNER
UNIT |
$ | 0.09 | $ | 0.47 | $ | 0.59 | $ | 1.14 | ||||||||
BASIC AVERAGE NUMBER OF UNITS
OUTSTANDING |
222,941,172 | 222,898,248 | 222,941,140 | 222,898,157 | ||||||||||||
DILUTED NET INCOME PER LIMITED PARTNER
UNIT |
$ | 0.09 | $ | 0.47 | $ | 0.59 | $ | 1.14 | ||||||||
DILUTED AVERAGE NUMBER OF UNITS
OUTSTANDING |
222,941,172 | 222,898,248 | 222,941,140 | 222,898,157 | ||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Distributable Cash Flow: |
||||||||||||||||
Cash distributions expected from Energy Transfer Partners, L.P. (ETP)
associated with: (1) |
||||||||||||||||
General partner interest: |
||||||||||||||||
Standard distribution rights |
$ | 4,874 | $ | 4,861 | $ | 9,754 | $ | 9,721 | ||||||||
Incentive distribution rights |
89,834 | 84,164 | 184,751 | 168,310 | ||||||||||||
Limited partner interest |
44,890 | 55,860 | 100,750 | 111,720 | ||||||||||||
Total cash distributions expected from ETP: |
139,598 | 144,885 | 295,255 | 289,751 | ||||||||||||
Cash distributions expected from Regency Energy Partners LP (Regency)
associated with: (2) |
||||||||||||||||
General partner interest: |
||||||||||||||||
Standard distribution rights |
1,105 | | 1,105 | | ||||||||||||
Incentive distribution rights |
915 | | 915 | | ||||||||||||
Limited partner interest |
11,689 | | 11,689 | | ||||||||||||
Total cash distributions expected from Regency |
13,709 | | 13,709 | | ||||||||||||
Total cash distributions expected from ETP and Regency |
153,307 | 144,885 | 308,964 | 289,751 | ||||||||||||
Pro rata cash settlement related to Regency Transactions: (3) |
||||||||||||||||
Received from ETP related to 12,273,830 ETP Common Units redeemed |
10,451 | | 10,451 | | ||||||||||||
Paid to Regency related to 26,266,791 Regency Common Units issued |
(7,436 | ) | | (7,436 | ) | | ||||||||||
Net pro rata cash settlement for period from April 1, 2010 through May 26,
2010 |
3,015 | | 3,015 | | ||||||||||||
Total cash distributions expected from ETP and Regency including net pro rata
settlement |
156,322 | 144,885 | 311,979 | 289,751 | ||||||||||||
Deduct expenses of the Parent Company on a stand-alone basis: |
||||||||||||||||
Selling, general and administrative expenses, excluding non-cash
compensation expense (4) |
(14,917 | ) | (701 | ) | (17,161 | ) | (2,603 | ) | ||||||||
Interest expense, net of amortization of financing costs, interest income,
and realized
gains and losses on interest rate derivatives (5) |
(28,007 | ) | (24,426 | ) | (53,160 | ) | (44,888 | ) | ||||||||
Distributable Cash Flow |
$ | 113,398 | $ | 119,758 | $ | 241,658 | $ | 242,260 | ||||||||
Cash distributions to be paid to the partners of ETE: |
||||||||||||||||
Distribution per limited partner unit as of the end of the period |
$ | 0.5400 | $ | 0.5350 | $ | 0.5400 | $ | 0.5350 | ||||||||
Distributions to be paid to limited partners |
120,388 | 119,250 | 240,776 | 236,271 | ||||||||||||
Distributions to be paid to general partner |
374 | 370 | 748 | 734 | ||||||||||||
Total cash distributions to be paid by ETE to its partners (6) |
$ | 120,762 | $ | 119,620 | $ | 241,524 | $ | 237,005 | ||||||||
Reconciliation of Non-GAAP Distributable Cash Flow to GAAP Net income
attributable to partners and GAAP Net cash provided by operating activites
for the Parent Company on a stand-alone basis: |
||||||||||||||||
Net income attributable to partners |
$ | 19,268 | $ | 104,375 | $ | 132,045 | $ | 255,911 | ||||||||
Adjustments to derive Distributable Cash Flow: |
||||||||||||||||
Equity in income of unconsolidated affiliates |
(75,362 | ) | (110,941 | ) | (221,740 | ) | (287,534 | ) | ||||||||
Quarterly distribution expected from ETP |
139,598 | 144,885 | 295,255 | 289,751 | ||||||||||||
Quarterly distribution expected from Regency |
13,709 | | 13,709 | | ||||||||||||
Net pro rata cash settlement for period from April 1, 2010 through May
26, 2010 |
3,015 | | 3,015 | | ||||||||||||
Amortization included in interest expense |
1,455 | 1,420 | 2,153 | 4,162 | ||||||||||||
Other non-cash |
228 | 138 | 457 | 277 | ||||||||||||
Unrealized (gains) losses on non-hedged interest rate swaps |
11,487 | (20,119 | ) | 16,764 | (20,307 | ) | ||||||||||
Distributable Cash Flow |
113,398 | 119,758 | 241,658 | 242,260 | ||||||||||||
Adjustments to Distributable Cash Flow to derive Net Cash Provided by
Operating Activities: |
||||||||||||||||
Quarterly distribution expected from ETP |
(139,598 | ) | (144,885 | ) | (295,255 | ) | (289,751 | ) | ||||||||
Quarterly distribution expected from Regency |
(13,709 | ) | | (13,709 | ) | | ||||||||||
Cash distribution received from ETP |
155,660 | 141,485 | 301,206 | 281,205 | ||||||||||||
Cash distribution received from Regency |
| | | | ||||||||||||
Net pro rata cash settlement for period from April 1, 2010 through May
26, 2010 |
(3,015 | ) | | (3,015 | ) | | ||||||||||
Deferred income taxes |
832 | (573 | ) | 858 | (573 | ) | ||||||||||
Net changes in operating assets and liabilities |
667 | 251 | 1,357 | (2,500 | ) | |||||||||||
Net cash provided by operating activites for Parent Company on a stand-alone
basis |
$ | 114,235 | $ | 116,036 | $ | 233,100 | $ | 230,641 | ||||||||
(1) | For the three months ended June 30, 2010, cash distributions expected to be received from
ETP consist of cash distributions in respect of the quarter ended June 30, 2010 payable on
August 16, 2010 to holders of record on the close of business on August 9, 2010. For the
three months ended June 30, 2009, cash distributions received from ETP consist of cash
distributions paid on August 14, 2009 in respect of the quarter ended June 30, 2009. |
For the six months ended June 30, 2010, cash distributions received or expected to be received
from ETP consist of cash distributions paid on May 17, 2010 in respect of the quarter ended
March 31, 2010 and cash distributions in respect of the three months ended June 30, 2010 payable
on August 16, 2010 to holders of record on August 9, 2010. For the six months ended June 30,
2009, cash distributions received from ETP consist of cash distributions paid on May 15, 2009 in
respect of the quarter ended March 31, 2009 and cash distributions paid on August 14, 2009 in
respect of the quarter ended June 30, 2009. |
||
Distributable Cash Flow previously presented in our press release for the six months ended June
30, 2009 was reduced by $3.4 million of contributions made to ETP to maintain our general
partner interest at 2%. During the three months ended December 31, 2009, ETE changed its
presentation of Distributable Cash Flow to remove ETEs capital contributions to ETP from the
calculation of Distributable Cash Flow. Distributable Cash Flow for the six months ended June
30, 2009 presented in this press release has been revised accordingly. |
||
(2) | On May 26, 2010, ETE contributed a 49.9% interest in MEP to Regency in exchange for
26,266,791 Regency common units. Total cash distributions expected from Regency for the three
months ended June 30, 2010 reflect a full-quarter distribution from 26,266,791 Regency common
units held by ETE as of the end of the period. |
|
For the three and six months ended June 30, 2010, cash distributions expected to be received
from Regency consist of cash distributions in respect of the quarter ended June 30, 2010 payable
on August 13, 2010 to holders of record on August 6, 2010. |
||
(3) | Upon closing of the transactions to transfer a 49.9% interest in MEP from ETP to Regency, the
purchase price of each transaction included an adjustment relating to the pro ration of the
distributions for the period from April 1, 2010 to May 26, 2010. |
|
(4) | One-time transaction costs of $12.8 million were recorded for the three and six months ended
June 30, 2010 related to ETEs acquisition of a controlling interest in Regency and the
exchange of a portion of the investment in the Midcontinent Express Pipeline among ETE and its
subsidiaries on May 26, 2010 (the Regency Transaction). |
|
(5) | Interest expense included distributions on ETEs convertible preferred units of $2.3 million
for the three and six months ended June 30, 2010 which reflected a pro rata amount for the
period subsequent to the Regency Transaction. |
|
(6) | For the three months ended June 30, 2010, cash distributions expected to be paid by ETE
consist of cash distributions in respect of the quarter ended June 30, 2010 payable on August
19, 2010 to holders of record on August 9, 2010. For the three months ended June 30, 2009,
cash distributions paid by ETE consist of cash distributions paid on August 19, 2009 in
respect of the quarter ended June 30, 2009. |
|
For the six months ended June 30, 2010, cash distributions paid or expected to be paid by ETE
consist of cash distributions paid on May 19, 2010 in respect of the quarter ended March 31,
2010 and cash distributions in respect of the three months ended June 30, 2010 payable on August
19, 2010 to holders of record on August 9, 2010. For the six months ended June 30, 2009, cash
distributions paid by ETE consist of cash distributions paid on May 19, 2009 in respect of the
quarter ended March 31, 2009 and cash distributions paid on August 19, 2009 in respect of the
quarter ended June 30, 2009. |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2010 | 2009 | Change | 2010 | 2009 | Change | |||||||||||||||||||
Equity in earnings of affiliates |
$ | 75,362 | $ | 110,941 | $ | (35,579 | ) | $ | 221,740 | $ | 287,534 | $ | (65,794 | ) | ||||||||||
Selling, general and
administrative |
(15,079 | ) | (1,135 | ) | (13,944 | ) | (17,415 | ) | (2,822 | ) | (14,593 | ) | ||||||||||||
Interest expense, net of
interest capitalized |
(20,210 | ) | (18,797 | ) | (1,413 | ) | (36,916 | ) | (38,139 | ) | 1,223 | |||||||||||||
Gains (losses) on non-hedged
interest rate derivatives |
(20,753 | ) | 13,069 | (33,822 | ) | (35,177 | ) | 9,394 | (44,571 | ) | ||||||||||||||
Other, net |
(88 | ) | (275 | ) | 187 | (212 | ) | (628 | ) | 416 |