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
September 19, 2007
Date of Report (Date of earliest event reported)
INERGY, L.P.
(Exact name of Registrant as specified in its charter)
Delaware | 0-32453 | 43-1918951 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
Two Brush Creek Boulevard, Suite 200
Kansas City, MO 64112
(Address of principal executive offices)
(816) 842-8181
(Registrants telephone number, including area code)
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 7.01 | Regulation FD Disclosure. |
On September 19 and 20, 2007, R. Brooks Sherman, Jr., Executive Vice President and Chief Financial Officer of Inergy, L.P. (Inergy) and Michael J. Campbell, Vice President and Treasurer of Inergy will present the information furnished in Exhibit 99.1 to this report at the UBS MLP Conference in Las Vegas, Nevada. Exhibit 99.1 is incorporated in this Item 7.01 by reference. The presentation materials will also be posted on our website, www.inergypropane.com after the event.
In accordance with General Instruction B.2. of form 8-K, the following information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such a filing.
Item 9.01 | Financial Statements and Exhibits |
(c) Exhibits.
Exhibit Number | Description | |
99.1 | UBS MLP Conference Presentation |
2
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.
INERGY, L.P. | ||||||||
By: | INERGY GP, LLC, Its Managing General Partner | |||||||
Date: September 19, 2007 | By: | /s/ Laura L. Ozenberger | ||||||
Laura L. Ozenberger Senior Vice President - General Counsel and Secretary |
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2007 MLP Conference Las Vegas, NV September 19-20, 2007 Exhibit 99.1 |
2 Forward Looking Statements Nasdaq: NRGY, NRGP Except for the historical information contained herein, the matters discussed in this presentation (e.g., our growth outlook and forecasted economics) are forward-looking statements that involve risks and uncertainties. These risks and uncertainties include, among other things, market conditions, weather risks and other factors discussed in the Company filings with the Securities and Exchange Commission including Forms 10-K, 10-Q, S-3, and S-1. Furthermore, any forward looking statements presented are expressed in good faith and are believed to have a reasonable basis as of the date of this presentation. Inergy assumes no responsibility to update this information and it may be superceded by later information. Forward-looking statements are not guarantees of future performance or an assurance that our current assumptions and projections are valid. Actual results may differ materially from those projected. |
3 Inergy Overview |
4 Inergy Snapshot Inergy, L.P. is a geographically diverse retail propane and midstream energy
business - 5 th largest retail propane distributor serving over 700,000 customers in 28 states
- 26 bcf high-deliverability natural gas storage facility located in New York
- 1.2 million barrel LPG salt cavern storage facility located near Bath, New York - Fee-based NGL fractionation, storage and terminaling operations on the West
Coast - Recently announced intent to acquire 6.2 bcf Steuben County natural gas storage
complex, expandable to ~16 bcf West Coast NGL Facility Stagecoach Natural Gas Storage Facility Over 340 Retail Propane Service Locations Announced Acquisition: Steuben County Storage Complex |
5 Tax efficient investment structure Strategic Benefits to NRGY NRGP among the highest financial leverage to growth profile of public GPs Two Ways to Invest in Inergy Operating Subsidiaries 100% ownership 26.2% Limited Partner Interest 89.7% Limited Partner Interest 9.4% Limited Partner Interest Incentive Distribution Rights 0.9% General Partner Interest Inergy Holdings, L.P. NASDAQ: NRGP Inergy, L.P. NASDAQ: NRGY Public Unitholders & Others Public Unitholders & Others Management & Others 73.8% Limited Partner Interest __________________ Combined Partnership (a) Enterprise
Value: ~$3,073 mm Inergy Holdings Capitalization (b) Equity Market Value:
~$947 mm Enterprise
Value: ~$978 mm Inergy, L.P. Capitalization (c) Equity Market Value: ~$1,633 mm Enterprise Value: ~$2,263 mm (a) The combined partnership enterprise value is adjusted to exclude the NRGY partnership interest owned by NRGP. (b) Inergy Holdings, L.P. equity market value as of September 11, 2007 and net debt
balances as of June 30, 2007. (c) Inergy, L.P. equity market value as of September 11, 2007 and net debt balances as of
June 30, 2007. The trading value of Inergy, L.P. units is grossed-up to reflect ~.9% general partner interest. |
6 Investment Highlights High Return Investment Opportunities Significant Management Ownership Aligned With Unitholders Growth Attractive Yields Quarterly Cash Distributions are Tax-Advantaged Significant Cash Distribution Growth Since IPOs Dual-Platform Growth Strategy Continued Retail Propane Consolidation Ongoing Expansion of Midstream Business Income Security Compelling Combination of Income and Growth |
7 Inergy Has Consistently Grown Cash Distributions Distribution Growth Record (a) Annualized Distributions. __________________ NRGY NRGP Fiscal 2002 Fiscal 2003 Fiscal 2004 Fiscal 2005 Fiscal 2006 Fiscal 2007 $1.20 $1.25 $1.32 $1.35 $1.40 $1.43 $1.46 $1.50 $1.54 $1.58 $1.62 $1.66 $1.70 $1.90 $2.00 $2.04 $0.90 $2.08 $1.08 $2.12 $1.16 $2.16 $1.28 $2.18 $1.40 $2.22 $1.50 $2.26 $1.60 $2.30 $1.92 $2.34 $2.04 |
8 Industry-Leading Total Returns __________________ (a) Source: Fact Set. -50% 0% 50% 100% 150% 200% 250% 300% 350% 400% 450% 7/25/2001 10/16/2002 1/7/2004 3/30/2005 6/21/2006 9/13/2007 Indexed Total Return (%) Inergy, L.P. Inergy Holdings, L.P. S&P 500 Alerian MLP Index - AMZX NRGY: +359.8% Total Returns Since Inergy, L.P. IPO S&P 500: +38.9% NRGP: +125.6% AMZX: +169.9% |
9 Inergy Strategy Further Develop the Operation of an Outstanding Propane Franchise Decentralized operating model with concentration on attractive propane markets Deliberate focus on high percentage of residential customers with high tank control Supply procurement expertise Grow Through Acquisitions & Capital Expansion Projects Propane - Actively expand existing retail footprint and establish new footprints with top
regional businesses Midstream - Execute capital expansion projects around existing asset base Pursue and evaluate complementary midstream opportunities Seek to further strengthen the long-term growth profile with stable,
fee-based cash flow streams Disciplined Capital Investment Deliver Operational Excellence |
10 Propane Operations |
11 Propane Value Chain Propane represents about 4% of household energy consumption in the US. Propane is a basic necessity to many consumers Propane is clean burning and characterized by a stable demand base Customers use propane to heat homes, cook food, heat water Propane is trucked to customers homes that are beyond the natural gas distribution network Inergy competes in the storage, transportation, and distribution areas of the value chain |
12 Propane Business Premier national propane business Operations are managed on a decentralized basis Service customers in attractive propane markets throughout the eastern half of the United States Operational metrics exceed peer group Deliberate focus on residential customers Residential 69 % 90% Tank Control Industrial/Commercial 23
% Agricultural 8 % Demonstrated strength in wholesale supply, procurement, and risk management |
13 Superior Operating Performance Decentralized structure lends itself to better pricing and operational decision-making Focus on retail margin drives value to cash flow line Strong wholesale supply and procurement business reduces risk and protects margins __________________ $0.50 $0.60 $0.70 $0.80 $0.90 Inergy (b) Peer Average (c) Gross Profit/Retail Propane Gallon (a) $0.00 $0.10 $0.20 $0.30 $0.40 $0.50 Inergy (b) Peer Average (c) EBITDA/Retail Propane Gallon (a) (a) Source: 2006 10-K filings. Data includes gross profit and EBITDA from
propane operations. (b) Inergys EBITDA and gross profit exclude i) non-cash gains or losses on
derivative contracts associated with fixed price sales to retail propane
customers, ii) non-cash compensation charges, and iii) gains or
losses on the disposal of assets as disclosed in SEC filings. (c)
Peer average includes: APU, ETP, FGP, and SPH. |
14 Demonstrated Acquisition Performance Inergy has executed 69 acquisitions (including 63 retail propane transactions) totaling ~$1.5 billion from inception in 1996 to date Disciplined acquisition criteria Proven integration model Rigorous due diligence and underwriting process Immediate and intense focus on performance against set expectations Propane valuations continue to be relatively attractive Inergy expects to continue to lead the propane market consolidation |
15 Propane Consolidation Opportunities Top 10 Propane Retailers Control ~39% of Market Share (b) Domestic Retail Market for LPG is Approximately 10.4 Billion Gallons (a) __________________ (a) Source: January 2007 American Petroleum Institute Report. (b) Source: February 2007 LPG as Magazine. (c) Cooperatives. Suburban Propane 4.5% Energy Transfer 5.9% Ferrellgas 7.8% Over 5,000 Independent Retailers 61.0% Cenex (c) 3.9% Blossman Gas Inc. 0.7% MFA Oil Co. (c) 0.8% Growmark (c) 1.9% Inergy, L.P. 3.6% Amerigas 9.3% Southern States (c) 0.7% |
16 Midstream Operations |
17 Midstream Platform Stable, fee-based cash flow profile with little/no seasonality Currently represents ~27% of overall Inergy pro forma EBITDA Exceeds 30% with expansion projects and potential propane acquisitions as
shown on page 32 High quality predominantly investment-grade customer base Stable Economic Return High Quality Assets Significant Capital Expansion Opportunities Straightforward, supply/demand-driven businesses Stagecoach - newly constructed core energy infrastructure in the Northeast West Coast state-of-the-art transportation/distribution facility
Consistent with our disciplined diversification strategy West Coast isomerization unit & storage facility Bath natural gas and LPG expansion opportunity North Lateral connection to Millennium Pipeline Thomas Corners natural gas storage development (a) (a) Represents Adjusted EBITDA for Trailing Twelve Months ended 6-30-07, in
addition to EBITDA from Stagecoach Phase II. __________________
|
18 Stagecoach located in the sweet spot of Northeast natural gas market Pipelines from south / west are constrained, necessitating storage to supply the growing Northeast market - Millennium intended to de- bottleneck the Northeast with supply made available from Stagecoach, Empire and other Northeast supply - Millennium is ~9 miles from Stagecoach Stagecoach Asset Overview High performance/high deliverability natural gas storage facility located approximately 150 miles northwest of New York City Significant participant in Northeast natural gas distribution market Asset fully contracted with weighted-average maturity of contracts extending to
July 2014 Stagecoach Available v. Constrained Pipeline Corridors |
19 Phase II Expansion Complete Commercial Operations Phase II Phase II shippers include-Consolidated Edison, Nexen Energy, and Coral Energy Average contract maturity >8 years Very attractive financial returns $130 m expansion completed on-time and on-budget Commercial operations of Phase II began September 1, 2007 |
20 Bath Storage Facility 1.2 million bbl salt cavern LPG storage facility located on 125 acres near Bath, NY (60 miles from Stagecoach) - Additional 210,000 gallons above ground storage - High performance truck and rail loading facilities Expands midstream platform with existing management team Facility highlights: Attractive base economics Announced expansion to high deliverability natural gas storage Open season package being prepared to solidify strong commercial interest STAGECOACH Bath, NY LPG Storage Map of Area Map of Area Dominion
Millennium/Columbia Gas ROW Tennessee Gas
Pipeline Inergy South
Lateral |
21 Steuben County Storage Complex 6.2 Bcf working gas capacity 6 vertical wells Facility-owned 12.5 mile pipeline connected to Dominions Woodhull line Currently 6 field employees Devonian reef Fully-contracted with investment grade counterparties Adrian Facility 4 Bcf of working gas capacity Deliverability 50 mmcf/d maximum injection 100 mmcf/d maximum withdrawal 8 miles of pipeline connected to Thomas Corners Salt cavern geology New 5 k Bhp compressor facility Conversion to natural gas storage expected to be completed by injection season 2010 Developed and Operated Integrally the Project Provides Additional MSQ 15.9 Bcf; MDIQ 130 mmcf/d; MDWQ 260 mmcf/d 5.7 Bcf working gas capacity Deliverability 50 mmcf/d maximum injection 100 mmcf/d maximum withdrawal 8 high-angle vertical wells Capital assumptions include a 6.5 mile connection to Adrian, as well as a 1.5 mile connection to TGPL Existing 7.5 mile, 8 pipeline connected to Columbia A5 line New 5 k bHP compressor facility Devonian reef Planned in-service date by injection season 2009 Thomas Corners Facility Bath Facility |
22 Premier Gas Storage Platform ~40 Bcf of working natural gas storage capacity located within 200 miles of New York City Investment grade counterparties with long term contracts Abundant interconnections available STAGECOACH Bath, NY LPG Storage |
23 ConocoPhillips Santa Maria Chevron Richmond Tesoro Golden Eagle (Avon) Shell Martinez Valero Benicia ConocoPhillips Rodeo Chevron El Segundo BP Carson ExxonMobil Torrance ConocoPhillips Wilmington Valero Wilmington Paramount Refining Edginton Oil Long Beach Big West Kern Oil San Joaquin Refining Oxy/Chevron Elk Hills Production 23 Strategic West Coast Operations West Coast NGL facility located 18 miles West of Bakersfield, CA in San Joaquin Valley. Situated between major
West Coast refining centers. |
24 West Coast Facility Overview Primarily fee-based revenue streams Operations include: NGL storage NGL fractionation State-of-the-art transportation & terminaling Facility improvements since 2003 Expanded fractionation capacity by 25% Doubled transport fleet from 20 to 40 units Added cogeneration facility Expanded rail and truck terminal capabilities Significant planned capital expansion |
25 Planned West Coast Expansion Isomerization plant Constructing a 12,000 bpd butamer Isobutane used in gasoline blending Long term, fee-based economics Pipelines to local refiners Constructing NGL product pipelines Storage expansion Expanding refrigerated butane storage capacity to approximately 15 million gallons Attractive investment economics Capital Expenditures $ 106.4 m Expected EBITDA $17.0 m Expected in-service late Summer 2008 Planned 12,000 bpd Butamer Existing Fractionator Existing Bullet Storage Existing 5M gal Propane Storage Planned 15M gal NC4 Storage Existing 8 Bay Truck Rack Planned NC4 Spherical Storage Planned IC4 Spherical Storage West Coast Plant Expansion |
26 Capital Investment Outlook Expansion projects and moderate propane acquisitions generate substantial fuel
for growth Potential NRGY Accretion: $0.20 (9%) Potential NRGP Accretion: $0.88 (43%) __________________ 12 months 7.5 x $16.7 m $125.0 m Propane Acquisitions (a) (b) Fall 10 5.5 x $ 11.0 m $60.0 m Bath Expansion Fall 09 8.7 x $ 12.0 m $104.0 m ASC & Thomas Corners Fall 08 7.4 x $2.6 m $19.2 m North Lateral Late Summer 08 6.3 x $17.0 m $106.4 m West Coast Expansion 24 months 7.5 x $16.7 m $125.0 m Propane Acquisitions (a) (b) 7.1 x Expected Multiple $76.0 m $538.6 m Total Investment Expected In-Service Expected EBITDA Expected Capital Investment Planned Project / Potential Acquisitions (a) Potential accretion calculations include the following assumptions: (i) funding based
upon a 50% equity and 50% debt mix at todays long-term costs, (ii) maintenance capital expenditures of approximately $3.5 m, and (iii) per unit accretion measured from $2.34 NRGY. (b) This assumed amount represents approx. avg. annual purchase price of propane
acquisitions over the last 3 years. (c) The above figures regarding growth potential are based on various forward-looking
assumptions made by the management of Inergy. While Inergy believes that these assumptions are reasonable, it can give no assurance that such results will
materialize. (a) (b) (c) (a) (b) (c) |
27 Financial Overview |
28 Prudent Financial Policies Balanced funding objectives Long-term targeted debt-to-EBITDA of approximately 3.5 to 4.0x
Proven access to equity capital and public debt markets Strong liquidity position: $425 million bank credit facility in place $200 million available for working capital Rigorous capital investment review process All acquisitions & expansion projects must be accretive to Distributable Cash Flow per LP unit Conservative approach to risk management |
29 Capitalization (a) Adjusted EBITDA excludes i) non-cash gains or losses on derivative contracts
associated with fixed price sales to retail propane customers, ii) long-term incentive and equity compensation expense, and iii) gains or losses on the disposal of assets as disclosed in Inergy, L.P.s SEC filings. __________________ Cash 6.8 $
Debt: Inergy, L.P. revolving working capital credit facility 1.3 $
Inergy, L.P. revolving acquisition credit facility - Inergy, L.P. senior unsecured notes 619.3 Other MLP debt 15.7 Total Debt 636.3 $
Total Partners'
Capital 799.3 $
Total
Capitalization 1,435.6 $
Adjusted EBITDA Guidance ($ in millions) (a) $210 Net Long Term Debt / 2007 Adjusted EBITDA Guidance (a) 3.0 x Net Long Term Debt / Total Capitalization 44.0% As of June 30, 2007 ($ in millions) |
30 $43 $111 $175 $207 $0.0 $50.0 $100.0 $150.0 $200.0 $250.0 FY 2004 FY 2005 FY 2006 TTM 6/30/07 Adjusted EBITDA (a) Financial Performance 141 318 360 364 0.0 50.0 100.0 150.0 200.0 250.0 300.0 350.0 400.0 FY 2004 FY 2005 FY 2006 TTM 6/30/07 Retail Propane Gallon Sales $123 $326 $397 $456 $0.0 $50.0 $100.0 $150.0 $200.0 $250.0 $300.0 $350.0 $400.0 $450.0 $500.0 FY 2004 FY 2005 FY 2006 TTM 6/30/07 Total Gross Profit (a) Adjusted EBITDA excludes i) non-cash gains or losses on derivative contracts
associated with fixed price sales to retail propane customers, ii) long-term incentive and equity compensation expense, and iii) gains or losses on the disposal of assets as disclosed in Inergy,
L.P.s SEC filings. __________________
|
31 5.4 x 3.3 x 3.3 x 4.0 x - x 1.0 x 2.0 x 3.0 x 4.0 x 5.0 x 6.0 x FY 2004 FY 2005 FY 2006 TTM 6/30/07 EBITDA / Interest (a)(c) Strong Credit Profile 2.6 x 4.9 x 3.6 x 3.1 x 1.5 x 2.0 x 2.5 x 3.0 x 3.5 x 4.0 x 4.5 x 5.0 x FY 2004 FY 2005 FY 2006 TTM 6/30/07 LT Debt / EBITDA (a)(b)(c) (a) Historical represents reported results excludes seasonal working capital borrowings which are subject to a clean down provision. (b) Historical pro forma results give EBITDA credit for debt included on the balance
sheet as of the reporting date. (c) Adjusted EBITDA excludes i) non-cash gains or losses on derivative contracts
associated with fixed price sales to retail propane customers, ii) long-term incentive and equity compensation expense, and iii) gains or losses on the disposal of assets as disclosed
in Inergy, L.P.s SEC filings. 31% 45% 49% 44% 0% 10% 20% 30% 40% 50% 60% FYE 2004 FYE 2005 FY 2006 TTM 6/30/07 LT Debt / Total Capitalization (a) __________________ 2.1 x PF 3.7 x PF |
32 Projected Cash Flow Mix Midstream 34% Propane 66% Propane Midstream Propane 81% Midstream 19% Propane Midstream (a) Assumes full year of Stagecoach Phase II, as well as planned projects and planned
acquisitions as described on slide 26. __________________
+ Propane 34% Midstream 66% Propane Midstream = PROJECTS/ POTENTIAL ACQUISITIONS (a) OUTLOOK TTM 6/30/2007 |
33 Conclusion |
34 Investment Highlights High Return Investment Opportunities Significant Management Ownership Aligned With Unitholders Growth Attractive Yields Quarterly Cash Distributions are Tax-Advantaged Significant Cash Distribution Growth Since IPOs Dual-Platform Growth Strategy Continued Retail Propane Consolidation Ongoing Expansion of Midstream Business Income Security Compelling Combination of Income and Growth |
35 Committed to Generating Industry-Leading Returns to Our Unitholders |