TE PRODUCTS PIPELINE CO LP - 10-Q Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 1-13603

TE Products Pipeline Company, Limited Partnership

(Exact name of Registrant as specified in its charter)

Delaware		76-0329620
(State of Incorporation or Organization)		(I.R.S. Employer Identification Number)

2929 Allen Parkway P.O. Box 2521 Houston, Texas 77252-2521
(Address of principal executive offices, including zip code)

(713) 759-3636
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes o No ý

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(in thousands)

	September 30, 2004			December 31, 2003
	(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$		—	$	188
Accounts receivable, trade (net of allowance for doubtful accounts of $56 and $374)	18,167			25,377
Accounts receivable, related parties	4,484			154
Inventories	10,315			11,186
Other	8,181			10,230
Total current assets	41,147			47,135
Property, plant and equipment, at cost (net of accumulated depreciation and amortization of $303,210 and $279,395)	706,813			682,385
Equity investments	170,154			155,861
Other assets	19,909			15,267
Total assets	$	938,023		$		900,648

LIABILITIES AND PARTNERS’ CAPITAL

Current liabilities:
Accounts payable and accrued liabilities	$	9,790		$		11,518
Accounts payable, related parties	56,747			12,277
Accrued interest	7,299			15,877
Other accrued taxes	6,918			5,732
Other	11,671			13,983
Total current liabilities	92,425			59,387
Senior Notes	393,793			392,164
Note Payable, Parent Partnership	276,698			211,314
Other liabilities and deferred credits	11,737			14,995
Commitments and contingencies
Partners’ capital:
General partner’s interest	2			2
Limited partner’s interest	163,368			222,786
Total partners’ capital	163,370			222,788
Total liabilities and partners’ capital	$	938,023		$		900,648

See accompanying Notes to Consolidated Financial Statements.

TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(in thousands)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2004			2003		2004			2003
Operating revenues:
Transportation – Refined products	$	43,386		$	37,992	$	113,294		$	102,688
Transportation – LPGs	16,071			18,498		58,572			62,676
Other	7,908			7,251		30,378			24,151
Total operating revenues	67,365			63,741		202,244			189,515

Costs and expenses:
Operating, general and administrative	32,841			29,949		90,718			76,275
Operating fuel and power	8,465			7,762		23,706			23,664
Depreciation and amortization	12,756			6,988		30,392			20,925
Taxes – other than income taxes	1,979			2,417		7,314			7,493
Gains on sales of assets	(472		)	—		(587		)	—
Total costs and expenses	55,569			47,116		151,543			128,357

Operating income

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2004 (unaudited) and December 31, 2003

Consolidated Statements of Income for the three months and nine months ended September 30, 2004 and 2003 (unaudited)

Consolidated Statements of Cash Flows for the nine months ended September 30, 2004 and 2003 (unaudited)

Notes to the Consolidated Financial Statements (unaudited)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 6. Exhibits and Reports on Form 8-K

Signatures