ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
DELAWARE | 16-1731691 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
2001 BRYAN STREET, SUITE 3700 DALLAS, TX | 75201 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer | ý | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
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Name | Definition or Description | |
/d | Per day | |
AOCI | Accumulated Other Comprehensive Income | |
Bbls | Barrels | |
BTU | A unit of energy needed to raise the temperature of one pound of water by one degree Fahrenheit | |
ETC | Energy Transfer Company, the name assumed by La Grange Acquisition, L.P. for conducting business and shared services, a wholly owned subsidiary of ETP | |
ETE | Energy Transfer Equity, L.P. | |
ETP | Energy Transfer Partners, L.P. | |
Finance Corp. | Regency Energy Finance Corp., a wholly-owned subsidiary of the Partnership | |
GAAP | Accounting principles generally accepted in the United States of America | |
General Partner | Regency GP LP, the general partner of the Partnership, or Regency GP LLC, the general partner of Regency GP LP, which effectively manages the business and affairs of the partnerships | |
GPM | Gallons per minute | |
HPC | RIGS Haynesville Partnership Co., a general partnership in which the Partnership owns a 49.99% interest and its 100% owned subsidiary, Regency Intrastate Gas LP | |
IDRs | Incentive Distribution Rights | |
LIBOR | London Interbank Offered Rate | |
Lone Star | Lone Star NGL LLC, a joint venture that is 30% owned by the Partnership and 70% owned by ETP | |
LTIP | Long-Term Incentive Plan | |
MEP | Midcontinent Express Pipeline LLC, a joint venture in which the Partnership currently owns a 50% interest | |
MBbls | One thousand barrels | |
MMBtu | One million BTUs | |
MMcf | One million cubic feet | |
NGLs | Natural gas liquids, including ethane, propane, normal butane, iso butane and natural gasoline | |
NYMEX | New York Mercantile Exchange | |
Partnership | Regency Energy Partners LP and its subsidiaries | |
Ranch JV | Ranch Westex JV LLC, a joint venture that is 33.33% owned by the Partnership | |
RGS | Regency Gas Services LP, a wholly-owned subsidiary of the Partnership | |
RIGS | Regency Intrastate Gas System | |
SEC | Securities and Exchange Commission | |
Series A Preferred Units | Series A convertible redeemable preferred units | |
Services Co. | ETE Services Company, LLC, a wholly owned subsidiary of ETE | |
WTI | West Texas Intermediate Crude |
• | declines in the credit markets and the availability of credit for us as well as for producers connected to our pipelines and our gathering and processing facilities, and for our customers of contract compression and contract treating businesses; |
• | the level of creditworthiness of, and performance by, our counterparties and customers; |
• | our access to capital to fund organic growth projects and acquisitions, and our ability to obtain debt or equity financing on satisfactory terms; |
• | our 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 our transactions; |
• | changes in commodity prices, interest rates and demand for our services; |
• | changes in laws and regulations impacting the midstream sector of the natural gas industry, including those that relate to climate change and environmental protection and safety; |
• | weather and other natural phenomena; |
• | industry changes including the impact of consolidations and changes in competition; |
• | regulation of transportation rates on our natural gas pipelines; |
• | our ability to obtain indemnification related to cleanup liabilities and to clean up any hazardous materials release on satisfactory terms; |
• | our ability to obtain required approvals for construction or modernization of our facilities and the timing of production from such facilities; and |
• | the effect of accounting pronouncements issued periodically by accounting standard setting boards. |
March 31, 2012 | December 31, 2011 | ||||||
ASSETS | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | 66,306 | $ | 990 | |||
Trade accounts receivable, net of allowance of $864 and $1,190 | 43,169 | 43,917 | |||||
Accrued revenues | 99,730 | 68,011 | |||||
Related party receivables | 5,394 | 45,204 | |||||
Derivative assets | 5,671 | 4,374 | |||||
Other current assets | 25,320 | 24,628 | |||||
Total current assets | 245,590 | 187,124 | |||||
Property, plant and equipment: | |||||||
Property, plant and equipment | 2,142,111 | 2,080,932 | |||||
Less accumulated depreciation | (237,159 | ) | (195,404 | ) | |||
Property, plant and equipment, net | 1,904,952 | 1,885,528 | |||||
Other Assets: | |||||||
Investment in unconsolidated affiliates | 2,007,414 | 1,924,705 | |||||
Long-term derivative assets | 324 | 474 | |||||
Other, net of accumulated amortization of debt issuance costs of $12,057 and $10,186 | 38,011 | 39,353 | |||||
Total other assets | 2,045,749 | 1,964,532 | |||||
Intangible assets, net of accumulated amortization of $52,174 and $44,856 | 733,565 | 740,883 | |||||
Goodwill | 789,789 | 789,789 | |||||
TOTAL ASSETS | $ | 5,719,645 | $ | 5,567,856 | |||
LIABILITIES AND PARTNERS’ CAPITAL AND NONCONTROLLING INTEREST | |||||||
Current Liabilities: | |||||||
Drafts payable | $ | — | $ | 2,507 | |||
Trade accounts payable | 50,340 | 73,462 | |||||
Accrued cost of gas and liquids | 76,375 | 84,943 | |||||
Related party payables | 25,235 | 12,625 | |||||
Deferred revenues, including related party amounts of $28 and $41 | 13,728 | 16,225 | |||||
Derivative liabilities | 5,653 | 10,535 | |||||
Other current liabilities | 38,393 | 33,009 | |||||
Total current liabilities | 209,724 | 233,306 | |||||
Long-term derivative liabilities | 38,887 | 39,112 | |||||
Other long-term liabilities | 5,845 | 6,071 | |||||
Long-term debt, net | 1,604,915 | 1,687,147 | |||||
Commitments and contingencies | |||||||
Series A Preferred Units, redemption amount of $84,889 and $84,773 | 72,196 | 71,144 | |||||
Partners’ capital and noncontrolling interest: | |||||||
Common units | 3,421,707 | 3,173,090 | |||||
General partner interest | 329,064 | 329,876 | |||||
Accumulated other comprehensive loss | (1,094 | ) | (4,759 | ) | |||
Total partners’ capital | 3,749,677 | 3,498,207 | |||||
Noncontrolling interest | 38,401 | 32,869 | |||||
Total partners’ capital and noncontrolling interest | 3,788,078 | 3,531,076 | |||||
TOTAL LIABILITIES AND PARTNERS’ CAPITAL AND NONCONTROLLING INTEREST | $ | 5,719,645 | $ | 5,567,856 |
Three Months Ended March 31, | |||||||
2012 | 2011 | ||||||
REVENUES | |||||||
Gas sales, including related party amounts of $5,480 and $1,262 | $ | 80,895 | $ | 110,087 | |||
NGL sales, including related party amounts of $22,289 and $72,993 | 159,279 | 118,251 | |||||
Gathering, transportation and other fees, including related party amounts of $6,651 and $6,216 | 100,314 | 81,836 | |||||
Net realized and unrealized loss from derivatives | (1,184 | ) | (1,714 | ) | |||
Other, including related party amounts of $1,478 and $1,866 | 18,595 | 8,792 | |||||
Total revenues | 357,899 | 317,252 | |||||
OPERATING COSTS AND EXPENSES | |||||||
Cost of sales, including related party amounts of $5,877 and $3,214 | 239,653 | 216,261 | |||||
Operation and maintenance | 40,981 | 33,672 | |||||
General and administrative, including related party amounts of $4,300 and $3,905 | 15,695 | 18,997 | |||||
Loss on asset sales, net | 36 | 28 | |||||
Depreciation and amortization | 51,506 | 40,236 | |||||
Total operating costs and expenses | 347,871 | 309,194 | |||||
OPERATING INCOME | 10,028 | 8,058 | |||||
Income from unconsolidated affiliates | 31,958 | 23,808 | |||||
Interest expense, net | (29,557 | ) | (20,007 | ) | |||
Other income and deductions, net | 16,522 | 2,414 | |||||
INCOME BEFORE INCOME TAXES | 28,951 | 14,273 | |||||
Income tax expense (benefit) | 51 | (32 | ) | ||||
NET INCOME | $ | 28,900 | $ | 14,305 | |||
Net income attributable to noncontrolling interest | (399 | ) | (231 | ) | |||
NET INCOME ATTRIBUTABLE TO REGENCY ENERGY PARTNERS LP | $ | 28,501 | $ | 14,074 | |||
Amounts attributable to Series A Preferred Units | 2,997 | 1,993 | |||||
General partner’s interest, including IDRs | 2,488 | 1,292 | |||||
Limited partners’ interest in net income | $ | 23,016 | $ | 10,789 | |||
Basic and diluted net income per common unit: | |||||||
Weighted average number of common units outstanding | 158,690,035 | 137,304,783 | |||||
Basic income per common unit | $ | 0.15 | $ | 0.08 | |||
Diluted income per common unit | $ | 0.14 | $ | 0.07 | |||
Distributions per common unit | $ | 0.46 | $ | 0.445 |
Three Months Ended March 31, | |||||||
2012 | 2011 | ||||||
Net income | $ | 28,900 | $ | 14,305 | |||
Other comprehensive income (loss): | |||||||
Net cash flow hedge amounts reclassified to earnings | 3,665 | 3,429 | |||||
Change in fair value of cash flow hedges | — | (16,996 | ) | ||||
Total other comprehensive income (loss) | 3,665 | (13,567 | ) | ||||
Comprehensive income | 32,565 | 738 | |||||
Comprehensive income attributable to noncontrolling interest | 399 | 231 | |||||
Comprehensive income attributable to Regency Energy Partners LP | $ | 32,166 | $ | 507 |
Three Months Ended March 31, | |||||||
2012 | 2011 | ||||||
OPERATING ACTIVITIES: | |||||||
Net income | $ | 28,900 | $ | 14,305 | |||
Adjustments to reconcile net income to net cash flows provided by operating activities: | |||||||
Depreciation and amortization, including debt issuance cost, bond premium and excess fair value of unconsolidated affiliates amortization | 54,491 | 43,111 | |||||
Income from unconsolidated affiliates | (33,420 | ) | (25,270 | ) | |||
Derivative valuation changes | (2,588 | ) | (4,686 | ) | |||
Loss on asset sales, net | 36 | 28 | |||||
Unit-based compensation expenses | 1,289 | 921 | |||||
Cash flow changes in current assets and liabilities: | |||||||
Trade accounts receivable, accrued revenues and related party receivables | 7,348 | 7,300 | |||||
Other current assets | (723 | ) | (2,096 | ) | |||
Trade accounts payable, accrued cost of gas and liquids, related party payables and deferred revenues | (33,546 | ) | (12,145 | ) | |||
Other current liabilities | 5,384 | 10,613 | |||||
Distributions received from unconsolidated affiliates | 29,012 | 25,270 | |||||
Other assets and liabilities | (116 | ) | 15 | ||||
Net cash flows provided by operating activities | 56,067 | 57,366 | |||||
INVESTING ACTIVITIES: | |||||||
Capital expenditures | (75,842 | ) | (68,633 | ) | |||
Capital contributions to unconsolidated affiliates | (80,540 | ) | — | ||||
Distribution in excess of earnings of unconsolidated affiliates | 13,489 | 16,895 | |||||
Proceeds from asset sales | 13,058 | 6 | |||||
Net cash flows used in investing activities | (129,835 | ) | (51,732 | ) | |||
FINANCING ACTIVITIES: | |||||||
Net (repayments) borrowings under revolving credit facility | (82,000 | ) | 75,000 | ||||
Debt issuance costs | (641 | ) | (184 | ) | |||
Partner distributions | (76,139 | ) | (63,599 | ) | |||
Disposition of assets between entities under common control in excess of historical cost | — | 25 | |||||
Contributions from noncontrolling interest | 5,133 | — | |||||
Bank overdraft | (2,507 | ) | — | ||||
Issuance of common units under LTIP, net of forfeitures and tax withholding | (119 | ) | 393 | ||||
Common unit offering, net of costs | 297,302 | — | |||||
Distributions to Series A Preferred Units | (1,945 | ) | (1,945 | ) | |||
Net cash flows provided by financing activities | 139,084 | 9,690 | |||||
Net change in cash and cash equivalents | 65,316 | 15,324 | |||||
Cash and cash equivalents at beginning of period | 990 | 9,400 | |||||
Cash and cash equivalents at end of period | $ | 66,306 | $ | 24,724 | |||
Non-cash Investing Activities: | |||||||
Accrued capital expenditures and contributions to unconsolidated affiliates | $ | 36,080 | $ | 16,605 |
Regency Energy Partners LP | ||||||||||||||||||||||
Units | ||||||||||||||||||||||
Common | Common Unitholders | General Partner Interest | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Total | |||||||||||||||||
Balance - December 31, 2011 | 157,437,608 | $ | 3,173,090 | $ | 329,876 | $ | (4,759 | ) | $ | 32,869 | $ | 3,531,076 | ||||||||||
Common unit offering, net of costs | 12,650,000 | 297,302 | — | — | — | 297,302 | ||||||||||||||||
Issuance of common units under LTIP, net of forfeitures and tax withholding | 9,296 | (119 | ) | — | — | — | (119 | ) | ||||||||||||||
Unit-based compensation expenses | — | 1,289 | — | — | — | 1,289 | ||||||||||||||||
Partner distributions | — | (72,891 | ) | (3,248 | ) | — | — | (76,139 | ) | |||||||||||||
Accrued distributions to phantom units | — | (32 | ) | — | — | — | (32 | ) | ||||||||||||||
Net income | — | 26,013 | 2,488 | — | 399 | 28,900 | ||||||||||||||||
Contributions from noncontrolling interest | — | — | — | — | 5,133 | 5,133 | ||||||||||||||||
Distributions to Series A Preferred Units | — | (1,911 | ) | (34 | ) | — | — | (1,945 | ) | |||||||||||||
Accretion of Series A Preferred Units | — | (1,034 | ) | (18 | ) | — | — | (1,052 | ) | |||||||||||||
Net cash flow hedge amounts reclassified to earnings | — | — | — | 3,665 | — | 3,665 | ||||||||||||||||
Balance - March 31, 2012 | 170,096,904 | $ | 3,421,707 | $ | 329,064 | $ | (1,094 | ) | $ | 38,401 | $ | 3,788,078 |
Quarter Ended | Record Date | Payment Date | Cash Distributions (per common unit) | |||
December 31, 2011 | February 6, 2012 | February 13, 2012 | $0.46 | |||
March 31, 2012 | May 7, 2012 | May 14, 2012 | $0.46 |
Three Months Ended March 31, | |||||||||||||||||||||
2012 | 2011 | ||||||||||||||||||||
Income (Numerator) | Units (Denominator) | Per-Unit Amount | Income (Numerator) | Units (Denominator) | Per-Unit Amount | ||||||||||||||||
Basic income per unit | |||||||||||||||||||||
Limited Partners’ interest in net income | $ | 23,016 | 158,690,035 | $ | 0.15 | $ | 10,789 | 137,304,783 | $ | 0.08 | |||||||||||
Effect of Dilutive Securities: | |||||||||||||||||||||
Common unit options | — | 21,129 | — | 31,056 | |||||||||||||||||
Phantom units * | — | 361,550 | — | 222,124 | |||||||||||||||||
Series A Preferred Units | — | — | (582 | ) | 4,584,192 | ||||||||||||||||
Diluted income per unit | $ | 23,016 | 159,072,714 | $ | 0.14 | $ | 10,207 | 142,142,155 | $ | 0.07 |
* | Amount assumes maximum conversion rate for market condition awards. |
Three Months Ended March 31, 2012 | ||
Series A Preferred Units | 4,638,732 |
March 31, 2012 | December 31, 2011 | ||||||
HPC | $ | 675,734 | $ | 682,046 | |||
MEP | 605,303 | 613,942 | |||||
Lone Star | 712,965 | 628,717 | |||||
Ranch JV | 13,412 | — | |||||
$ | 2,007,414 | $ | 1,924,705 |
Three Months Ended March 31, 2012 | |||||||||||
HPC | MEP | Lone Star | Ranch JV | ||||||||
Contributions to unconsolidated affiliates | — | — | 79,840 | 13,412 | |||||||
Distributions from unconsolidated affiliates | 16,159 | 19,386 | 6,956 | — | |||||||
Share of unconsolidated affiliates' net income | 11,309 | 10,747 | 11,364 | — | |||||||
Amortization of excess fair value of investment | (1,462 | ) | — | — | — |
Three Months Ended March 31, 2011 | |||||||||||
HPC | MEP | Lone Star | Ranch JV | ||||||||
Contributions to unconsolidated affiliates | $ | — | $ | — | * | ** | |||||
Distributions from unconsolidated affiliates | 16,728 | 25,437 | * | ** | |||||||
Share of unconsolidated affiliates' net income | 15,075 | 10,195 | * | ** | |||||||
Amortization of excess fair value of investment | (1,462 | ) | — | * | ** |
* | The Partnership acquired a 30% membership interest in Lone Star in May 2011. |
** | The Partnership acquired a 33.33% membership interest in Ranch JV December 2011. |
Three Months Ended March 31, 2012 | |||||||||||||||
HPC | MEP | Lone Star | Ranch JV | ||||||||||||
Total revenues | $ | 41,816 | $ | 66,160 | $ | 166,995 | $ | — | |||||||
Operating income (loss) | 22,969 | 34,389 | 38,554 | (24 | ) | ||||||||||
Net income (loss) | 22,622 | 21,494 | 37,881 | (24 | ) | ||||||||||
Three Months Ended March 31, 2011 | |||||||||||||||
HPC | MEP | Lone Star | Ranch JV | ||||||||||||
Total revenues | $ | 48,649 | $ | 64,824 | * | ** | |||||||||
Operating income | 30,327 | 33,265 | * | ** | |||||||||||
Net income | 30,156 | 20,410 | * | ** |
* | The Partnership acquired a 30% membership interest in Lone Star in May 2011. |
** | The Partnership acquired a 33.33% membership interest in Ranch JV December 2011. |
Assets | Liabilities | ||||||||||||||
March 31, 2012 | December 31, 2011 | March 31, 2012 | December 31, 2011 | ||||||||||||
Derivatives designated as cash flow hedges: | |||||||||||||||
Current amounts | |||||||||||||||
Commodity contracts | $ | — | $ | 4,065 | $ | — | $ | 10,065 | |||||||
Long-term amounts | |||||||||||||||
Commodity contracts | — | 474 | — | 63 | |||||||||||
Total cash flow hedging instruments | — | 4,539 | — | 10,128 | |||||||||||
Derivatives not designated as cash flow hedges: | |||||||||||||||
Current amounts | |||||||||||||||
Commodity contracts | 4,791 | — | 5,653 | — | |||||||||||
Ethane put options | 880 | 309 | — | — | |||||||||||
Interest rate swap contracts | — | — | — | 470 | |||||||||||
Long-term amounts | |||||||||||||||
Commodity contracts | 324 | — | 334 | — | |||||||||||
Embedded derivatives in Series A Preferred Units | — | — | 38,553 | 39,049 | |||||||||||
Total derivatives not designated as cash flow hedges | 5,995 | 309 | 44,540 | 39,519 | |||||||||||
Total derivatives | $ | 5,995 | $ | 4,848 | $ | 44,540 | $ | 49,647 |
Three Months Ended March 31, | ||||||||||
2012 | 2011 | |||||||||
Derivatives in cash flow hedging relationships: | Change in Value Recognized in AOCI on Derivatives (Effective Portion) | |||||||||
Commodity derivatives | $ | — | $ | (16,996 | ) | |||||
Derivatives in cash flow hedging relationships: | Location of Gain/(Loss) Recognized in Income | Amount of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion) | ||||||||
Commodity derivatives | Revenues | $ | — | $ | (3,429 | ) | ||||
Derivatives in cash flow hedging relationships: | Location of Gain/(Loss) Recognized in Income | Amount of Gain/(Loss) Recognized in Income on Ineffective Portion | ||||||||
Commodity derivatives | Revenues | $ | — | $ | 88 | |||||
Derivatives in cash flow hedging relationships: | Location of Gain/(Loss) Recognized in Income | Amount of Gain/(Loss) Recognized in Income on Pre-Hedge Designation Fair Value | ||||||||
Commodity derivatives | Revenues | $ | — | $ | 1,627 | |||||
Derivatives not designated in a hedging relationship: | Location of Gain/(Loss) Recognized in Income | Amount of Gain/(Loss) Amortized from AOCI into Income | ||||||||
Commodity derivatives | Revenues | $ | (3,665 | ) | $ | — | ||||
Derivatives not designated in a hedging relationship: | Location of Gain/(Loss) Recognized in Income | Amount of Gain/(Loss) Recognized in Income on Derivatives | ||||||||
Commodity derivatives | Revenues | $ | 2,481 | $ | — | |||||
Interest rate swap contracts | Interest expense, net | (12 | ) | (259 | ) | |||||
Embedded derivatives in Series A Preferred Units | Other income & deductions, net | 496 | 2,575 | |||||||
$ | 2,965 | $ | 2,316 |
March 31, 2012 | December 31, 2011 | ||||||
Senior notes | $ | 1,354,915 | $ | 1,355,147 | |||
Revolving loans | 250,000 | 332,000 | |||||
Total | 1,604,915 | 1,687,147 | |||||
Less: current portion | — | — | |||||
Long-term debt | $ | 1,604,915 | $ | 1,687,147 | |||
Availability under revolving credit facility: | |||||||
Total credit facility limit | $ | 900,000 | $ | 900,000 | |||
Revolving loans | (250,000 | ) | (332,000 | ) | |||
Letters of credit | (11,500 | ) | (19,000 | ) | |||
Total available | $ | 638,500 | $ | 549,000 |
Years Ending December 31, | Amount | ||||
2012 (remainder) | $ | — | |||
2013 | — | ||||
2014 | 250,000 | ||||
2015 | — | ||||
2016 | 250,000 | ||||
Thereafter | 1,100,000 | * | |||
Total | $ | 1,600,000 |
* | Excludes unamortized premiums of $4.9 million as of March 31, 2012. |
Units | Amount | ||||||
Outstanding at beginning of period | 4,371,586 | $ | 71,144 | ||||
Accretion to redemption value | — | 1,052 | |||||
Outstanding at end of period | 4,371,586 | $ | 72,196 | * |
* | This amount will be accreted to $80 million plus any accrued and unpaid distributions and interest by deducting amounts from partners’ capital over the remaining periods until the mandatory redemption date of September 2, 2029. |
◦ | a 49.99% general partner interest in HPC, which owns RIGS, a 450 mile intrastate pipeline that delivers natural gas from northwest Louisiana to downstream pipelines and markets; |
◦ | a 50% membership interest in MEP, which owns an interstate natural gas pipeline with approximately 500 miles stretching from southeast Oklahoma through northeast Texas, northern Louisiana and central Mississippi to an interconnect with the Transcontinental Gas Pipe Line system in Butler, Alabama; |
◦ | a 30% membership interest in Lone Star, an entity owning a diverse set of midstream energy assets including NGL pipelines, storage, fractionation and processing facilities located in the states of Texas, Mississippi and Louisiana; and |
◦ | a 33.33% membership interest in Ranch JV, which, upon completion of construction in 2012, will process natural gas delivered from the NGLs-rich Bone Spring and Avalon shale formations in west Texas. |
Three Months Ended March 31, | |||||||
2012 | 2011 | ||||||
External Revenues | |||||||
Gathering and Processing | $ | 307,167 | $ | 265,972 | |||
Joint Ventures | — | — | |||||
Contract Compression | 37,201 | 38,436 | |||||
Contract Treating | 9,135 | 8,433 | |||||
Corporate and Others | 4,396 | 4,411 | |||||
Eliminations | — | — | |||||
Total | $ | 357,899 | $ | 317,252 | |||
Intersegment Revenues | |||||||
Gathering and Processing | $ | — | $ | — | |||
Joint Ventures | — | — | |||||
Contract Compression | 4,129 | 6,553 | |||||
Contract Treating | 494 | — | |||||
Corporate and Others | 56 | 67 | |||||
Eliminations | (4,679 | ) | (6,620 | ) | |||
Total | $ | — | $ | — | |||
Segment Margin | |||||||
Gathering and Processing | $ | 71,335 | $ | 53,800 | |||
Joint Ventures | — | — | |||||
Contract Compression | 38,986 | 41,440 | |||||
Contract Treating | 7,883 | 7,251 | |||||
Corporate and Others | 4,648 | 5,053 | |||||
Eliminations | (4,606 | ) | (6,553 | ) | |||
Total | $ | 118,246 | $ | 100,991 | |||
Operation and Maintenance | |||||||
Gathering and Processing | $ | 28,223 | $ | 22,942 | |||
Joint Ventures | — | — | |||||
Contract Compression | 16,407 | 16,504 | |||||
Contract Treating | 844 | 734 | |||||
Corporate and Others | 113 | 45 | |||||
Eliminations | (4,606 | ) | (6,553 | ) | |||
Total | $ | 40,981 | $ | 33,672 |
Three Months Ended March 31, | |||||||
2012 | 2011 | ||||||
Total segment margin | $ | 118,246 | $ | 100,991 | |||
Operation and maintenance | (40,981 | ) | (33,672 | ) | |||
General and administrative | (15,695 | ) | (18,997 | ) | |||
Loss on asset sales, net | (36 | ) | (28 | ) | |||
Depreciation and amortization | (51,506 | ) | (40,236 | ) | |||
Income from unconsolidated affiliates | 31,958 | 23,808 | |||||
Interest expense, net | (29,557 | ) | (20,007 | ) | |||
Other income and deductions, net | 16,522 | * | 2,414 | ||||
Income before income taxes | $ | 28,951 | $ | 14,273 |
* | Other income and deductions, net for the three months ended March 31, 2012 included a one-time producer payment of $15.6 million related to an assignment of certain contracts. |
March 31, 2012 | December 31, 2011 | ||||||
Gathering and Processing | $ | 1,978,072 | $ | 1,959,697 | |||
Joint Ventures | 2,007,414 | 1,924,705 | |||||
Contract Compression | 1,395,797 | 1,405,600 | |||||
Contract Treating | 211,593 | 215,172 | |||||
Corporate and Others | 126,769 | 62,682 | |||||
Total | $ | 5,719,645 | $ | 5,567,856 |
Phantom Units | Units | Weighted Average Grant Date Fair Value | ||||
Outstanding at beginning of period | 1,086,393 | $ | 24.51 | |||
Service condition grants | 4,000 | 26.24 | ||||
Vested service condition | (13,039 | ) | 20.65 | |||
Forfeited service condition | (15,950 | ) | 24.81 | |||
Outstanding at end of period | 1,061,404 | 24.56 |
Fair Value Measurements at March 31, 2012 | Fair Value Measurements at December 31, 2011 | ||||||||||||||||||||||
Fair Value Total | Significant Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Fair Value Total | Significant Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | ||||||||||||||||||
Assets: | |||||||||||||||||||||||
Commodity Derivatives: | |||||||||||||||||||||||
Natural Gas | $ | 4,677 | $ | 4,677 | $ | — | $ | 3,907 | $ | 3,907 | $ | — | |||||||||||
NGLs | 394 | 394 | — | 94 | 94 | — | |||||||||||||||||
Condensate | 44 | 44 | — | 538 | 538 | — | |||||||||||||||||
Ethane - Put Options | 880 | 880 | — | 309 | 309 | — | |||||||||||||||||
Total Assets | $ | 5,995 | $ | 5,995 | $ | — | $ | 4,848 | $ | 4,848 | $ | — | |||||||||||
Liabilities: | |||||||||||||||||||||||
Interest Rate Derivatives | $ | — | $ | — | $ | — | $ | 470 | $ | 470 | $ | — | |||||||||||
Commodity Derivatives: | |||||||||||||||||||||||
Natural Gas | — | — | — | — | — | — | |||||||||||||||||
NGLs | 3,809 | 3,809 | — | 8,561 | 8,561 | — | |||||||||||||||||
Condensate | 2,178 | 2,178 | — | 1,567 | 1,567 | — | |||||||||||||||||
Embedded Derivatives in Series A Preferred Units | 38,553 | — | 38,553 | 39,049 | — | 39,049 | |||||||||||||||||
Total Liabilities | $ | 44,540 | $ | 5,987 | $ | 38,553 | $ | 49,647 | $ | 10,598 | $ | 39,049 |
Unobservable Input | March 31, 2012 | |||
Credit Spread | 6.89 | % | ||
Volatility | 16.06 | % |
Embedded Derivatives in Series A Preferred Units | |||
Balance at December 31, 2011 | $ | 39,049 | |
Change in fair value | (496 | ) | |
Balance at March 31, 2012 | $ | 38,553 |
Outstanding Senior Notes | March 31, 2012 | December 31, 2011 | ||||||
$250 million senior notes due 2016 | $ | 275,313 | $ | 276,250 | ||||
$600 million senior notes due 2018 | 634,128 | 643,500 | ||||||
$500 million senior notes due 2021 | 524,750 | 516,250 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• | Gathering and Processing. We provide “wellhead-to-market” services to producers of natural gas, which include transporting raw natural gas from the wellhead through gathering systems, processing raw natural gas to separate NGLs and selling or delivering the pipeline-quality natural gas and NGLs to various markets and pipeline systems. |
• | Joint Ventures. We own investments in four joint ventures: |
◦ | a 49.99% general partner interest in HPC, which owns RIGS, a 450 mile intrastate pipeline that delivers natural gas from northwest Louisiana to downstream pipelines and markets; |
◦ | a 50% membership interest in MEP, which owns an interstate natural gas pipeline with approximately 500 miles stretching from southeast Oklahoma through northeast Texas, northern Louisiana and central Mississippi to an interconnect with the Transcontinental Gas Pipe Line system in Butler, Alabama; |
◦ | a 30% membership interest in Lone Star, an entity owning a diverse set of midstream energy assets including NGL pipelines, storage, fractionation and processing facilities located in the states of Texas, Mississippi and Louisiana; and |
◦ | a 33.33% membership interest in Ranch JV, which, upon completion of construction in 2012, will process natural gas delivered from the NGLs-rich Bone Spring and Avalon shale formations in west Texas. |
• | Contract Compression. We own and operate a fleet of compressors used to provide turn-key natural gas compression services for customer specific systems. |
• | Contract Treating. We own and operate a fleet of equipment used to provide treating services, such as carbon dioxide and hydrogen sulfide removal, natural gas cooling, dehydration and BTU management, to natural gas producers and midstream pipeline companies. |
• | Corporate and Others. Our Corporate and Others segment comprises a small regulated pipeline and our corporate offices. |
• | non-cash loss (gain) from commodity and embedded derivatives; |
• | non-cash unit based compensation; |
• | loss (gain) on asset sales, net; |
• | loss on debt refinancing; |
• | other non-cash (income) expense, net; |
• | net income attributable to noncontrolling interest; and |
• | our interest in adjusted EBITDA from unconsolidated affiliates less income from unconsolidated affiliates. |
• | financial performance of our assets without regard to financing methods, capital structure or historical cost basis; |
• | the ability of our assets to generate cash sufficient to pay interest costs, support our indebtedness and make cash distributions to our unitholders and General Partner; |
• | our operating performance and return on capital as compared to those of other companies in the midstream energy sector, without regard to financing or capital structure; and |
• | the viability of acquisitions and capital expenditure projects. |
Three Months Ended March 31, | |||||||
Reconciliation of “Adjusted EBITDA” to net cash flows provided by operating activities and net income | 2012 | 2011 | |||||
Net cash flows provided by operating activities | $ | 56,067 | $ | 57,366 | |||
Add (deduct): | |||||||
Depreciation and amortization, including debt issuance cost, bond premium and excess fair value of unconsolidated affiliates amortization | (54,491 | ) | (43,111 | ) | |||
Income from unconsolidated affiliates | 33,420 | 25,270 | |||||
Derivative valuation change | 2,588 | 4,686 | |||||
Loss on asset sales, net | (36 | ) | (28 | ) | |||
Unit-based compensation expenses | (1,289 | ) | (921 | ) | |||
Trade accounts receivable, accrued revenues and related party receivables | (7,348 | ) | (7,300 | ) | |||
Other current assets | 723 | 2,096 | |||||
Trade accounts payable, accrued cost of gas and liquids, related party payables and deferred revenues | 33,546 | 12,145 | |||||
Other current liabilities | (5,384 | ) | (10,613 | ) | |||
Distributions received from unconsolidated affiliates | (29,012 | ) | (25,270 | ) | |||
Other assets and liabilities | 116 | (15 | ) | ||||
Net income | 28,900 | 14,305 | |||||
Add (deduct): | |||||||
Interest expense, net | 29,557 | 20,007 | |||||
Depreciation and amortization expense | 51,506 | 40,236 | |||||
Income tax expense (benefit) | 51 | (32 | ) | ||||
EBITDA | 110,014 | 74,516 | |||||
Add (deduct): | |||||||
Non-cash gain from commodity and embedded derivatives | (2,115 | ) | (4,290 | ) | |||
Unit-based compensation expenses | 1,289 | 921 | |||||
Loss on asset sales, net | 36 | 28 | |||||
Income from unconsolidated affiliates | (31,958 | ) | (23,808 | ) | |||
Partnership’s interest in unconsolidated affiliates' adjusted EBITDA | 57,218 | 44,459 | |||||
Other income, net | (434 | ) | (89 | ) | |||
Adjusted EBITDA | $ | 134,050 | $ | 91,737 |
Three Months Ended March 31, 2012 | |||||||||||||||||||
HPC | MEP | Lone Star | Ranch JV | Total | |||||||||||||||
Net income (loss) | $ | 22,622 | $ | 21,494 | $ | 37,881 | $ | (24 | ) | ||||||||||
Add: | |||||||||||||||||||
Depreciation and amortization | 9,094 | 17,364 | 12,270 | — | |||||||||||||||
Interest expense, net | 480 | 12,894 | — | — | |||||||||||||||
Other expenses | — | — | 673 | — | |||||||||||||||
Adjusted EBITDA | 32,196 | 51,752 | 50,824 | (24 | ) | ||||||||||||||
Ownership interest | 49.99 | % | 50 | % | 30 | % | 33.33 | % | |||||||||||
Partnership's interest in adjusted EBITDA | $ | 16,095 | $ | 25,876 | $ | 15,247 | $ | — | $ | 57,218 | |||||||||
Three Months Ended March 31, 2011 | |||||||||||||||||||
HPC | MEP | Lone Star | Ranch JV | Total | |||||||||||||||
Net income | $ | 30,156 | $ | 20,410 | N/A | N/A | |||||||||||||
Add: | |||||||||||||||||||
Depreciation and amortization | 8,082 | 17,377 | N/A | N/A | |||||||||||||||
Interest expense, net | 136 | 12,855 | N/A | N/A | |||||||||||||||
Other expenses | 11 | — | N/A | N/A | |||||||||||||||
Adjusted EBITDA | 38,385 | 50,642 | N/A | N/A | |||||||||||||||
Ownership interest | 49.99 | % | 49.9 | % | N/A | N/A | |||||||||||||
Partnership's interest in adjusted EBITDA | $ | 19,189 | $ | 25,270 | $ | — | $ | — | $ | 44,459 |
N/A | We acquired a 30% membership interest in Lone Star in May 2011. We acquired a 33.33% membership interest in Ranch JV in December 2011. |
Three Months Ended March 31, | |||||||
2012 | 2011 | ||||||
Net income | $ | 28,900 | $ | 14,305 | |||
Add (deduct): | |||||||
Operation and maintenance | 40,981 | 33,672 | |||||
General and administrative | 15,695 | 18,997 | |||||
Loss on asset sales, net | 36 | 28 | |||||
Depreciation and amortization | 51,506 | 40,236 | |||||
Income from unconsolidated affiliates | (31,958 | ) | (23,808 | ) | |||
Interest expense, net | 29,557 | 20,007 | |||||
Other income and deductions, net | (16,522 | ) | (2,414 | ) | |||
Income tax expense (benefit) | 51 | (32 | ) | ||||
Total segment margin | 118,246 | 100,991 | |||||
Add: | |||||||
Non-cash gain from commodity derivatives | (1,619 | ) | (1,715 | ) | |||
Adjusted total segment margin | $ | 116,627 | $ | 99,276 |
Three Months Ended March 31, | ||||||||||||||
2012 | 2011 | Change | Percent | |||||||||||
Total revenues | $ | 357,899 | $ | 317,252 | $ | 40,647 | 13 | % | ||||||
Cost of sales | 239,653 | 216,261 | (23,392 | ) | 11 | |||||||||
Total segment margin (1) | 118,246 | 100,991 | 17,255 | 17 | ||||||||||
Operation and maintenance | 40,981 | 33,672 | (7,309 | ) | 22 | |||||||||
General and administrative | 15,695 | 18,997 | 3,302 | 17 | ||||||||||
Loss on asset sales, net | 36 | 28 | (8 | ) | 29 | |||||||||
Depreciation and amortization | 51,506 | 40,236 | (11,270 | ) | 28 | |||||||||
Operating income | 10,028 | 8,058 | 1,970 | 24 | ||||||||||
Income from unconsolidated affiliates | 31,958 | 23,808 | 8,150 | 34 | ||||||||||
Interest expense, net | (29,557 | ) | (20,007 | ) | (9,550 | ) | 48 | |||||||
Other income and deductions, net | 16,522 | 2,414 | 14,108 | 584 | ||||||||||
Income before income taxes | 28,951 | 14,273 | 14,678 | 103 | ||||||||||
Income tax expense (benefit) | 51 | (32 | ) | (83 | ) | 259 | ||||||||
Net income | 28,900 | 14,305 | 14,595 | 102 | ||||||||||
Net income attributable to noncontrolling interest | (399 | ) | (231 | ) | (168 | ) | 73 | |||||||
Net income attributable to Regency Energy Partners LP | $ | 28,501 | $ | 14,074 | $ | 14,427 | 103 | |||||||
Gathering and processing segment margin | $ | 71,335 | $ | 53,800 | $ | 17,535 | 33 | |||||||
Non-cash gain from commodity derivatives | (1,619 | ) | (1,715 | ) | 96 | 6 | ||||||||
Adjusted gathering and processing segment margin | 69,716 | 52,085 | 17,631 | 34 | ||||||||||
Contract compression segment margin (2) | 38,986 | 41,440 | (2,454 | ) | 6 | |||||||||
Contract treating segment margin (2) | 7,883 | 7,251 | 632 | 9 | ||||||||||
Corporate and others segment margin | 4,648 | 5,053 | (405 | ) | 8 | |||||||||
Intersegment eliminations (2) | (4,606 | ) | (6,553 | ) | 1,947 | 30 | ||||||||
Adjusted total segment margin | $ | 116,627 | $ | 99,276 | $ | 17,351 | 17 | % |
(1) | For a reconciliation of segment margin to the most directly comparable financial measure calculated and presented in accordance with GAAP, see the reconciliation provided above. |
(2) | Contract Compression and Contract Treating segment margin includes intersegment revenues of $4.6 million and $6.6 million for the three months ended March 31, 2012 and 2011, respectively. These intersegment revenues were eliminated upon consolidation. |
• | $17.3 million increase in total segment margin primarily due to a $17.5 million increase in Gathering and Processing segment margin related to additional volumes in south and west Texas and in north Louisiana; |
• | $14.1 million increase in other income and deductions, net primarily due to a $15.6 million one-time producer payment received in March 2012 related to an assignment of certain contracts; |
• | $8.2 million increase in income from unconsolidated affiliates primarily due to our acquisition of a 30% interest in Lone Star in May 2011; |
• | $3.3 million decrease in general and administrative expenses primarily due to decreases in employee related costs, office expenses, and legal fees; offset by |
• | $11.3 million increase in depreciation and amortization expense primarily related to the completion of various organic growth projects since March 2011 as well as an out of period adjustment of $6.9 million; |
• | $9.6 million increase in interest expense primarily related to the interest associated with the $500 million senior notes we issued in May 2011; and |
• | $7.3 million increase in operation and maintenance expense primarily due to increases in compressor maintenance costs, employee expenses, plant operating expenses and consumable products. |
• | Adjusted Gathering and Processing segment margin increased to $69.7 million during the three months ended March 31, 2012 from $52.1 million for the three months ended March 31, 2011 primarily due to volume growth in south and west Texas and in north Louisiana. Total Gathering and Processing throughput increased to 1,387,000 MMBtu/d during the three months ended March 31, 2012 from 1,006,000 MMBtu/d during the three months ended March 31, 2011. Total NGL gross production increased to 38,000 Bbls/d during the three months ended March 31, 2012 from 28,000 Bbls/d during the three months ended March 31, 2011; |
• | Contract Compression segment margin decreased to $39 million in the three months ended March 31, 2012 from $41.4 million in the three months ended March 31, 2011, which was primarily due to the decrease in intersegment transactions with the Gathering and Processing segment as a result of the transfer of certain compression units from the Contract Compression segment to the Gathering and Processing segment in the second quarter of 2011. The decrease was also due to a slight decrease in revenue generating horsepower from external customers. As of March 31, 2012, our Contract Compression segment's total revenue generating horsepower was 761,000 compared to 762,000 as of March 31, 2011; |
• | Contract Treating segment margin increased to $7.9 million for the three months ended March 31, 2012 from $7.3 million for the three months ended March 31, 2011. Revenue generating GPM as of March 31, 2012 and March 31, 2011 was 3,370 and 3,268, respectively; and |
• | Intersegment eliminations decreased to $4.6 million in the three months ended March 31, 2012 from $6.6 million in the three months ended March 31, 2011. The decrease was primarily due to a decrease in transactions between the Gathering and Processing and the Contract Compression segments as a result of the transfer of certain compression units from the Contract Compression segment to the Gathering and Processing segment in the second quarter of 2011. |
• | $3.2 million increase in compressor maintenance expense primarily due to an increase in chemical products, lube oil and materials costs; |
• | $1.8 million increase in employee expenses primarily due to organic growth projects in south and west Texas; |
• | $1.3 million increase in plant operating expenses primarily related to increased activity in south Texas; and |
• | $0.8 million increase in ad valorem taxes. |
• | $1.3 million decrease in employee related costs due to the shared services integration and subsequent reduction in employee headcount; and |
• | $1.9 million decrease in office expenses primarily related to a decrease in office expense and legal fees. |
Three Months Ended March 31, 2012 | ||||||||||||||||||||
HPC | MEP | Lone Star | Ranch JV | Total | ||||||||||||||||
Net income (loss) | $ | 22,622 | $ | 21,494 | $ | 37,881 | $ | (24 | ) | $ | 81,973 | |||||||||
Ownership interest | 49.99 | % | 50 | % | 30 | % | 33.33 | % | N/M | |||||||||||
Share of unconsolidated affiliates’ net income | 11,309 | 10,747 | 11,364 | — | 33,420 | |||||||||||||||
Less: Amortization of excess fair value of unconsolidated affiliates | (1,462 | ) | — | — | — | (1,462 | ) | |||||||||||||
Income from unconsolidated affiliates | $ | 9,847 | $ | 10,747 | $ | 11,364 | $ | — | $ | 31,958 | ||||||||||
Three Months Ended March 31, 2011 | ||||||||||||||||||||
HPC | MEP | Lone Star | Ranch JV | Total | ||||||||||||||||
Net income | $ | 30,156 | $ | 20,410 | N/A | N/A | $ | 50,566 | ||||||||||||
Ownership interest | 49.99 | % | 49.9 | % | N/A | N/A | N/M | |||||||||||||
Share of unconsolidated affiliates’ net income | 15,075 | 10,195 | N/A | N/A | 25,270 | |||||||||||||||
Less: Amortization of excess fair value of unconsolidated affiliates | (1,462 | ) | — | N/A | N/A | (1,462 | ) | |||||||||||||
Income from unconsolidated affiliates | $ | 13,613 | $ | 10,195 | N/A | N/A | $ | 23,808 |
N/A | We acquired a 30% membership interest in Lone Star in May 2011 and a 33.33% membership interest in Ranch JV in December 2011. |
Three Months Ended March 31, | ||||||||
Operational data | 2012 | 2011 | ||||||
HPC | Throughput (MMBtu/d) | 941,139 | 1,516,632 | |||||
MEP | Throughput (MMBtu/d) | 1,429,103 | 1,219,717 | |||||
Lone Star | West Texas Pipeline – Throughput (Bbls/d) | 134,616 | N/A | |||||
NGL Fractionation Throughput (Bbls/d) | 19,245 | N/A | ||||||
Ranch JV | * | N/A |
* | Ranch JV has not begun operations. |
N/A | We acquired a 30% membership interest in Lone Star in May 2011 and a 33.33% membership interest in Ranch JV in December 2011. |
• | cash generated from operations; |
• | borrowings under our revolving credit facility; |
• | distributions received from unconsolidated affiliates; |
• | debt offerings; and |
• | issuance of additional partnership units. |
2012 | |||
Growth Capital Expenditures | |||
Gathering and Processing segment** | $ | 275 | |
Contract Compression segment | 70 | ||
Contract Treating segment | 40 | ||
Joint Ventures segment: * | |||
Lone Star** | 350 - 400 | ||
Ranch JV | 35 | ||
Corporate and Others segment | 5 | ||
Total | $ 775 - 825 | ||
Maintenance Capital Expenditures; including our proportionate share related to our joint ventures | $ | 30 |
Three Months Ended March 31, | ||||||||
2012 | 2011 | |||||||
HPC | $ | 16,159 | $ | 16,728 | ||||
MEP | 19,386 | 25,437 | * | |||||
Lone Star | 6,956 | — | ** | |||||
$ | 42,501 | $ | 42,165 |
* | The decrease in MEP distributions is primary due to a change in its monthly distribution practice made in January 2011 whereby distributions are now paid concurrently as opposed to a month lag. |
Item 3. | Quantitative and Qualitative Disclosure about Market Risk |
Period | Underlying | Notional Volume/ Amount | We Pay | We Receive Weighted Average Price | Fair Value Asset/ (Liability) | Effect of Hypothetical Change in Index* | ||||||||||||||
(in thousands) | ||||||||||||||||||||
April 2012-September 2012 | Ethane | 140 | (MBbls) | Index | 0.47 | ($/gallon) | $ | (226 | ) | $ | 295 | |||||||||
July 2012-December 2012 | Ethane- Put Option | 110 | (MBbls) | Index | 0.66 | ($/gallon) | 880 | 185 | ||||||||||||
April 2012- March 2013 | Propane | 252 | (MBbls) | Index | 1.2 | ($/gallon) | (658 | ) | 1,335 | |||||||||||
April 2012- September 2013 | Normal Butane | 219 | (MBbls) | Index | 1.69 | ($/gallon) | (1,659 | ) | 1,731 | |||||||||||
April 2012- March 2013 | Natural Gasoline | 76 | (MBbls) | Index | 2.11 | ($/gallon) | (872 | ) | 761 | |||||||||||
April 2012- December 2014 | West Texas Intermediate Crude | 401 | (MBbls) | Index | 97.86 | ($/Bbl) | (2,134 | ) | 4,144 | |||||||||||
April 2012-December 2013 | Natural Gas | 2,838,000 | (MMBtu) | Index | 4.54 | ($/MMBtu) | 4,677 | 821 | ||||||||||||
Total Fair Value | $ | 8 |
* | Price risk sensitivities were calculated by assuming a theoretical 10% change, increase or decrease, in prices regardless of the term or the historical relationships between the contractual price of the instrument and the underlying commodity price. These price sensitivity results are presented in absolute terms. |
Item 4. | Controls and Procedures |
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. | Defaults upon Senior Securities |
Item 4. | Mine Safety Disclosures |
Item 5. | Other Information |
Item 6. | Exhibits |
Exhibit 31.1 – | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | |
Exhibit 31.2 – | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | |
Exhibit 32.1 – | Section 1350 Certifications of Chief Executive Officer | |
Exhibit 32.2 – | Section 1350 Certifications of Chief Financial Officer | |
Exhibit 101.INS – | XBRL Instance Document | |
Exhibit 101.SCH – | XBRL Taxonomy Extension Schema | |
Exhibit 101.CAL – | XBRL Taxonomy Extension Calculation Linkbase | |
Exhibit 101.DEF – | XBRL Taxonomy Extension Definition Linkbase | |
Exhibit 101.LAB – | XBRL Taxonomy Extension Label Linkbase | |
Exhibit 101.PRE – | XBRL Taxonomy Extension Presentation Linkbase |
REGENCY ENERGY PARTNERS LP By: Regency GP LP, its general partner By: Regency GP LLC, its general partner | ||
Date: | May 9, 2012 | /S/ A. TROY STURROCK |
A. Troy Sturrock Vice President, Controller and Principal Accounting Officer (Duly Authorized Officer) |
Date: | May 9, 2012 | /s/ Michael J. Bradley |
Michael J. Bradley President and Chief Executive Officer of Regency GP LLC, general partner of Regency GP LP, general partner of Regency Energy Partners LP |
Date: | May 9, 2012 | /s/ Thomas E. Long |
Thomas E. Long Executive Vice President and Chief Financial Officer of Regency GP LLC, general partner of Regency GP LP, general partner of Regency Energy Partners LP |
Date: | May 9, 2012 | /s/ Michael J. Bradley |
Michael J. Bradley President and Chief Executive Officer of Regency GP LLC, general partner of Regency GP LP, general partner of Regency Energy Partners LP |
Date: | May 9, 2012 | /s/ Thomas E. Long |
Thomas E. Long Executive Vice President and Chief Financial Officer of Regency GP LLC, general partner of Regency GP LP, general partner of Regency Energy Partners LP |
Derivative Instruments (Narrative) (Details) (USD $)
|
3 Months Ended | |
---|---|---|
Mar. 31, 2012
years
|
Dec. 31, 2011
|
|
Hedging gains or losses amortized in accumulated other comprehensive loss | $ 1,100,000 | |
Amortization Period Of Deferred Gain Loss On Discontinuation Of Cash Flow Hedge | 2 | |
Borrowings under revolving credit facility | 250,000,000 | |
Outstanding borrowings in interest rate risk | 250,000,000 | 332,000,000 |
One Year from Balance Sheet Date [Member]
|
||
Hedging gains or losses amortized in accumulated other comprehensive loss | 1,500,000 | |
Maximum [Member]
|
||
Credit risk of derivatives | 6,000,000 | |
Reduction in credit risk of derivatives due to netting feature | $ 3,500,000 |
Equity-Based Compensation (Phantom Units) (Details) (Phantom Units [Member], USD $)
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Phantom Units [Member]
|
|
Outstanding at the beginning of the period, Units | 1,086,393 |
Service condition grants, Units | 4,000 |
Vested service condition, Units | (13,039) |
Forfeited or expired, Units | (15,950) |
Outstanding at the end of period, Units | 1,061,404 |
Outstanding at the beginning of the period, Weighted Average Grant Date Fair Value | $ 24.51 |
Service condition grants, Weighted Average Grant Date Fair Value | $ 26.24 |
Vested service condition, Weighted Average Grant Date Fair Value | $ 20.65 |
Forfeited service condition, Weighted Average Grant Date Fair Value | $ 24.81 |
Outstanding at the end of the period, Weighted Average Grant Date Fair Value | $ 24.56 |
Segment Information (Narrative) (Details)
|
3 Months Ended | 3 Months Ended | ||||
---|---|---|---|---|---|---|
Mar. 31, 2012
HPC [Member]
|
Apr. 30, 2010
HPC [Member]
|
Mar. 31, 2012
MEP [Member]
|
Sep. 01, 2011
MEP [Member]
|
May 02, 2011
Lone Star [Member]
|
Dec. 02, 2011
Ranch JV [Member]
|
|
Total general partner interest | 49.99% | 50.00% | 30.00% | 33.33% | ||
Natural gas pipeline length, miles | 450 | 500 |
Fair Value Measures (Partnership's Derivative Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Fair Value Measurement, Assets | $ 5,995 | $ 4,848 |
Fair Value, Measurements, Recurring [Member]
|
||
Fair Value Measurement, Assets | 5,995 | 4,848 |
Interest Rate Derivatives | 0 | 470 |
Fair Value Measurement, Liabilities | 44,540 | 49,647 |
Fair Value, Measurements, Recurring [Member] | Significant Observable Inputs (Level 2) [Member]
|
||
Fair Value Measurement, Assets | 5,995 | 4,848 |
Interest Rate Derivatives | 0 | 470 |
Fair Value Measurement, Liabilities | 5,987 | 10,598 |
Fair Value, Measurements, Recurring [Member] | Unobservable Inputs (Level 3) [Member]
|
||
Fair Value Measurement, Assets | 0 | 0 |
Interest Rate Derivatives | 0 | 0 |
Fair Value Measurement, Liabilities | 38,553 | 39,049 |
Fair Value, Measurements, Recurring [Member] | Natural Gas [Member]
|
||
Fair Value Measurement, Assets | 4,677 | 3,907 |
Fair Value Measurement, Liabilities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Natural Gas [Member] | Significant Observable Inputs (Level 2) [Member]
|
||
Fair Value Measurement, Assets | 4,677 | 3,907 |
Fair Value Measurement, Liabilities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Natural Gas [Member] | Unobservable Inputs (Level 3) [Member]
|
||
Fair Value Measurement, Assets | 0 | 0 |
Fair Value Measurement, Liabilities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | NGLs [Member]
|
||
Fair Value Measurement, Assets | 394 | 94 |
Fair Value Measurement, Liabilities | 3,809 | 8,561 |
Fair Value, Measurements, Recurring [Member] | NGLs [Member] | Significant Observable Inputs (Level 2) [Member]
|
||
Fair Value Measurement, Assets | 394 | 94 |
Fair Value Measurement, Liabilities | 3,809 | 8,561 |
Fair Value, Measurements, Recurring [Member] | NGLs [Member] | Unobservable Inputs (Level 3) [Member]
|
||
Fair Value Measurement, Assets | 0 | 0 |
Fair Value Measurement, Liabilities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Condensate [Member]
|
||
Fair Value Measurement, Assets | 44 | 538 |
Fair Value Measurement, Liabilities | 2,178 | 1,567 |
Fair Value, Measurements, Recurring [Member] | Condensate [Member] | Significant Observable Inputs (Level 2) [Member]
|
||
Fair Value Measurement, Assets | 44 | 538 |
Fair Value Measurement, Liabilities | 2,178 | 1,567 |
Fair Value, Measurements, Recurring [Member] | Condensate [Member] | Unobservable Inputs (Level 3) [Member]
|
||
Fair Value Measurement, Assets | 0 | 0 |
Fair Value Measurement, Liabilities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Ethane - Put Option [Member]
|
||
Fair Value Measurement, Assets | 880 | 309 |
Embedded Derivatives in Series A Preferred Units | 38,553 | 39,049 |
Fair Value, Measurements, Recurring [Member] | Ethane - Put Option [Member] | Significant Observable Inputs (Level 2) [Member]
|
||
Fair Value Measurement, Assets | 880 | 309 |
Embedded Derivatives in Series A Preferred Units | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Ethane - Put Option [Member] | Unobservable Inputs (Level 3) [Member]
|
||
Fair Value Measurement, Assets | 0 | 0 |
Embedded Derivatives in Series A Preferred Units | $ 38,553 | $ 39,049 |
Series A Convertible Redeemable Preferred Units (Beginning And Ending Balances Of The Series A Preferred Units) (Details) (USD $)
|
3 Months Ended | ||||
---|---|---|---|---|---|
Mar. 31, 2012
|
Sep. 02, 2009
|
||||
Temporary Equity Disclosure [Abstract] | |||||
Beginning balance preferred units, shares | 4,371,586 | 4,371,586 | |||
Beginning balance Preferred Units, shares | $ 71,144,000 | ||||
Accretion of preferred units, shares | 0 | ||||
Accretion of preferred units | 1,052,000 | ||||
Ending balance preferred units, shares | 4,371,586 | 4,371,586 | |||
Ending balance Series A Preferred Units, shares | 72,196,000 | [1] | |||
Mandatorily redeemable all accrued but unpaid distributions | $ 80,000,000 | ||||
Preferred Stock, Redemption Date | Sep. 02, 2029 | ||||
|
Income (Loss) Per Limited Partner Unit (Basic And Diluted Income (Loss) From Continuing Operations) (Details) (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | |||||
---|---|---|---|---|---|---|
Mar. 31, 2012
|
Mar. 31, 2011
|
|||||
Net Income (Loss) Allocated to Limited Partners | $ 23,016 | $ 10,789 | ||||
Diluted income from continuing operations amount | 23,016 | 10,207 | ||||
Weighted average number of common units outstanding | 158,690,035 | 137,304,783 | ||||
Diluted weighted number of units outstanding | 159,072,714 | 142,142,155 | ||||
Net income, per outstanding limited partnership unit | 0.15 | 0.08 | ||||
Diluted net income, per outstanding limited partnership unit | 0.14 | 0.07 | ||||
Common Unit Options [Member]
|
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Income Allocated to Dilutive Securities | 0 | 0 | ||||
Dilutive securities (units) | 21,129 | 31,056 | ||||
Phantom Units [Member]
|
||||||
Income Allocated to Dilutive Securities | 0 | [1] | 0 | [1] | ||
Dilutive securities (units) | 361,550 | [1] | 222,124 | [1] | ||
Series A Preferred Units [Member]
|
||||||
Income Allocated to Dilutive Securities | $ 0 | $ (582) | ||||
Dilutive securities (units) | 0 | 4,584,192 | ||||
|
Fair Value Measures (Changes In Level 3 Derivatives Measured On A Recurring Basis) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Fair Value Measures [Abstract] | |
Beginning balance | $ 39,049 |
Change in fair value | 496 |
Ending balance | $ 38,553 |
Long-Term Debt (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2012
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Partnership's Long-Term Debt | Obligations in the form of senior notes and borrowings under the revolving credit facility are as follows:
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Long-Term Debt Maturities | Scheduled maturities of long-term debt at March 31, 2012 are as follows:
__________________
|
Segment Information (Reconciliation Of Total Segment Margin To Net Income (Loss) From Continuing Operations Before Income Taxes) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | ||||
---|---|---|---|---|---|
Mar. 31, 2012
|
Mar. 31, 2011
|
||||
Segment Reporting Information [Line Items] | |||||
Total segment margin | $ 118,246 | $ 100,991 | |||
Operation and maintenance | (40,981) | (33,672) | |||
General and administrative, including related party | (15,695) | (18,997) | |||
Loss on asset sales, net | 36 | 28 | |||
Depreciation and amortization | (51,506) | (40,236) | |||
Income (Loss) from Equity Method Investments | 31,958 | 23,808 | |||
Interest Expense | (29,557) | (20,007) | |||
Other income and deductions, net | 16,522 | [1] | 2,414 | ||
Income (Loss) from Continuing Operations before Income Taxes | 28,951 | 14,273 | |||
Customer Contracts [Member]
|
|||||
Segment Reporting Information [Line Items] | |||||
Other income and deductions, net | $ 15,600 | ||||
|
Long-Term Debt (Narrative) (Details) (USD $)
In Millions, unless otherwise specified |
1 Months Ended | ||
---|---|---|---|
Apr. 30, 2012
|
Mar. 31, 2012
|
Mar. 31, 2011
|
|
Debt Instrument, Unamortized Premium | $ 4.9 | ||
Long-term debt weighted-average interest rate | 3.09% | 2.78% | |
Repayments of Long-term Debt | $ 87.5 | ||
Senior Note Redemption Percentage | 109.375% | ||
Common Unit Public Offering [Member]
|
|||
Senior note redeemable portion | 35.00% |
Equity-Based Compensation (Narrative) (Details) (USD $)
|
3 Months Ended | |
---|---|---|
Mar. 31, 2012
years
|
Mar. 31, 2011
|
|
Equity-Based Compensation [Abstract] | ||
Partnership's LTIP units | 5,865,584 | |
Share-based Compensation | $ 1,289,000 | $ 921,000 |
LTIP compensation expense | 900,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 500,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4.1 | |
Proceeds from the exercise of unit options | 500,000 | |
Partnership expects to recognize compensation expense | $ 19,100,000 | |
Non-vested phantom units period, in years | 4.1 |
Related Party Transactions (Narrative) (Details) (USD $)
|
3 Months Ended | 12 Months Ended | 3 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2012
|
Mar. 31, 2011
|
Mar. 31, 2012
ETE [Member]
|
Mar. 31, 2011
ETE [Member]
|
Dec. 31, 2012
ETE [Member]
May Twenty Six Service Agreement [Member]
|
Mar. 31, 2012
ETP [Member]
|
Mar. 31, 2011
ETP [Member]
|
Mar. 31, 2012
General Partner Interest [Member]
|
Mar. 31, 2011
General Partner Interest [Member]
|
Mar. 31, 2012
HPC [Member]
|
Mar. 31, 2011
HPC [Member]
|
|
Reimbursement of all direct and indirect expenses | $ 10,000,000 | ||||||||||
Reimbursement of all direct and indirect expenses | 4,300,000 | 3,900,000 | 8,300,000 | 5,500,000 | 13,800,000 | 20,400,000 | |||||
Cash distributions received | 15,500,000 | 14,000,000 | |||||||||
Sale of compression equipment | 800,000 | ||||||||||
General and administrative, including related party | $ 15,695,000 | $ 18,997,000 | $ 4,200,000 | $ 4,200,000 |
Organization And Summary Of Significant Accounting Policies
|
3 Months Ended | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2012
|
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Organization And Summary Of Significant Accounting Policies | ||||||||||||||||||||||||||||||||||||
Organization And Summary Of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Organization. The unaudited condensed consolidated financial statements presented herein contain the results of Regency Energy Partners LP and its subsidiaries ("Partnership"), a Delaware limited partnership. The Partnership and its subsidiaries are engaged in the business of gathering and processing, contract compression, treating and transportation of natural gas and the transportation, fractionation and storage of NGLs. Regency GP LP is the Partnership’s general partner and Regency GP LLC (collectively the “General Partner”) is the managing general partner of the Partnership and the general partner of Regency GP LP. Basis of Presentation. The unaudited financial information included in this Form 10-Q has been prepared on the same basis as the audited consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2011. In the opinion of the Partnership’s management, such financial information reflects all adjustments necessary for a fair presentation of the financial position and the results of operations for such interim periods in accordance with GAAP. All inter-company items and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. Use of Estimates. The unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities that exist at the date of the condensed consolidated financial statements. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could be different from those estimates. Property, Plant and Equipment. During the quarter ended March 31, 2012, the Partnership recorded a $6.9 million “out-of-period” adjustment to depreciation expense to correct the estimated useful lives of certain assets to comply with its policy. The adjustment to depreciation expense related to the three months ended March 31, 2011, the year ended December 31, 2011 and the period from May 26, 2010 to December 31, 2010 was $1.1 million, $4.4 million and $2.5 million, respectively. Quarterly Distributions of Available Cash. Following are distributions declared by the Partnership subsequent to December 31, 2011:
Common Unit Offering. In March 2012, the Partnership issued 12,650,000 common units representing limited partner interests in a public offering at a price of $24.47 per common unit, resulting in net proceeds of $297.3 million. The Partnership will use the net proceeds from this offering to redeem 35%, or $87.5 million, in aggregate principal amounts of its outstanding senior notes due 2016; pay related premium, expenses and accrued interest; and repay outstanding borrowings under the revolving credit facility. The Partnership expects to complete this redemption in May 2012. |