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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended June 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from to
Commission File Number 001-10311
KANEB PIPE LINE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2287571
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2435 North Central Expressway
Richardson, Texas 75080
(Address of principal executive offices, including zip code)
(972) 699-4062
(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 X No
----- ------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes X No
----- ------
Number of Units of the Registrant outstanding at July 31, 2003: 28,317,590
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KANEB PIPE LINE PARTNERS, L.P. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003
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Page No.
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Income - Three and Six Months Ended
June 30, 2003 and 2002 1
Condensed Consolidated Balance Sheets - June 30, 2003
and December 31, 2002 2
Condensed Consolidated Statements of Cash Flows - Six
Months Ended June 30, 2003 and 2002 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 14
Item 3. Quantitative and Qualitative Disclosure About Market Risk 21
Item 4. Controls and Procedures 21
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 22
KANEB PIPE LINE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands -- Except Per Unit Amounts)
(Unaudited)
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Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- -----------------------------
2003 2002 2003 2002
-------------- ------------- ------------- --------------
Revenues:
Services $ 89,461 $ 73,674 $ 176,155 $ 132,762
Products 57,487 27,028 111,550 35,582
-------------- ------------- ------------- --------------
Total revenues 146,948 100,702 287,705 168,344
-------------- ------------- ------------- --------------
Costs and expenses:
Cost of products sold 51,314 25,103 99,200 32,932
Operating costs 43,515 32,624 83,973 57,763
Depreciation and amortization 13,604 9,993 26,626 17,106
General and administrative 5,474 5,226 11,267 9,562
-------------- ------------- ------------- --------------
Total costs and expenses 113,907 72,946 221,066 117,363
-------------- ------------- ------------- --------------
Operating income 33,041 27,756 66,639 50,981
Interest and other income 1 110 89 181
Interest expense (8,903) (7,653) (17,518) (12,930)
Loss on debt extinguishment - (1,957) - (2,112)
-------------- ------------- ------------- --------------
Income before minority interest, income
taxes and cumulative effect of change in
accounting principle 24,139 18,256 49,210 36,120
Minority interest in net income (229) (171) (465) (345)
Income tax expense (1,310) (1,123) (2,739) (1,571)
-------------- ------------- ------------- --------------
Income before cumulative effect of change
in accounting principle 22,600 16,962 46,006 34,204
Cumulative effect of change in accounting
principle - adoption of new accounting
standard for asset retirement obligations - - (1,577) -
-------------- ------------- ------------- --------------
Net income 22,600 16,962 44,429 34,204
General partner's interest in net income (1,954) (1,389) (3,899) (2,698)
-------------- ------------- ------------- --------------
Limited partners' interest in net income $ 20,646 $ 15,573 $ 40,530 $ 31,506
============== ============= ============= ==============
Allocation of net income per unit:
Before cumulative effect of change in
accounting principle $ .73 $ .70 $ 1.56 $ 1.45
Cumulative effect of change in accounting
principle - - (.06) -
-------------- ------------- ------------ --------------
$ .73 $ .70 $ 1.50 $ 1.45
============== ============= ============ ==============
Weighted average number of limited
partnership units outstanding 28,318 22,292 26,937 21,798
============== ============= ============= ==============
See notes to consolidated financial statements.
1
KANEB PIPE LINE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
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June 30, December 31,
2003 2002
------------- ---------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 40,321 $ 22,028
Accounts receivable 50,482 48,926
Inventories 6,496 4,922
Prepaid expenses and other 10,370 8,498
------------- --------------
Total current assets 107,669 84,374
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Property and equipment 1,323,233 1,288,762
Less accumulated depreciation 222,023 196,570
------------- --------------
Net property and equipment 1,101,210 1,092,192
------------- --------------
Investment in affiliates 25,947 25,604
Excess of cost over fair value of net assets of
acquired businesses and other assets 17,326 13,240
------------- --------------
$ 1,252,152 $ 1,215,410
============= ==============
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Current portion of long-term debt $ 26,997 $ -
Accounts payable 26,177 22,064
Accrued expenses 32,142 32,937
Accrued distributions payable 25,130 21,639
Accrued interest payable 9,800 7,896
Accrued terminaling fees 6,402 6,246
Payable to general partner 5,175 5,403
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Total current liabilities 131,823 96,185
------------- --------------
Long-term debt, less current portion 579,435 694,330
Other liabilities and deferred taxes 38,746 31,581
Minority interest 1,062 1,030
Commitments and contingencies
Partners' capital 501,086 392,284
------------- --------------
$ 1,252,152 $ 1,215,410
============= ==============
See notes to consolidated financial statements.
2
KANEB PIPE LINE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
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Six Months Ended
June 30,
----------------------------------------
2003 2002
------------- --------------
Operating activities:
Net income $ 44,429 $ 34,204
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 26,626 17,106
Minority interest in net income 465 345
Equity in earnings of affiliates, net of distributions (343) 375
Deferred income taxes 1,916 1,196
Cumulative effect of change in accounting principle 1,577 -
Changes in working capital components 148 (10,076)
------------- --------------
Net cash provided by operating activities 74,818 43,150
------------- --------------
Investing activities:
Acquisitions, net of cash acquired - (181,682)
Capital expenditures (22,512) (14,218)
Other 154 (363)
------------- --------------
Net cash used in investing activities (22,358) (196,263)
------------- --------------
Financing activities:
Issuance of debt 286,377 496,087
Payments of debt (382,831) (351,647)
Distributions, including minority interest (46,769) (34,759)
Net proceeds from issuance of limited
partnership units 109,056 108,790
------------- --------------
Net cash provided by (used in) financing activities (34,167) 218,471
------------- --------------
Increase in cash and cash equivalents 18,293 65,358
Cash and cash equivalents at beginning of period 22,028 7,903
------------- --------------
Cash and cash equivalents at end of period $ 40,321 $ 73,261
============= ==============
Supplemental cash flow information:
Cash paid for interest $ 14,269 $ 8,446
============= ==============
See notes to consolidated financial statements.
3
KANEB PIPE LINE PARTNERS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
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1. SIGNIFICANT ACCOUNTING POLICIES
The unaudited condensed consolidated financial statements of Kaneb Pipe
Line Partners, L.P. and its subsidiaries (the "Partnership") for the three
and six month periods ended June 30, 2003 and 2002, have been prepared in
accordance with accounting principles generally accepted in the United
States of America. Significant accounting policies followed by the
Partnership are disclosed in the notes to the consolidated financial
statements included in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 2002. In the opinion of the Partnership's
management, the accompanying condensed consolidated financial statements
contain all of the adjustments, consisting of normal recurring accruals,
necessary to present fairly the consolidated financial position of the
Partnership and its consolidated subsidiaries at June 30, 2003 and the
consolidated results of their operations and cash flows for the periods
ended June 30, 2003 and 2002. Operating results for the three and six
months ended June 30, 2003 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2003.
2. ACQUISITIONS AND FINANCINGS
In January of 2002, the Partnership issued 1,250,000 limited Partnership
units in a public offering at $41.65 per unit, generating approximately
$49.7 million in net proceeds. The proceeds were used to reduce the amount
of indebtedness outstanding under the Partnership's revolving credit
agreement.
In February of 2002, the Partnership issued $250 million of 7.75% senior
unsecured notes due February 15, 2012. The net proceeds from the public
offering, $248.2 million, were used to repay the Partnership's revolving
credit agreement and to partially fund the acquisition of all of the
liquids terminaling subsidiaries of Statia Terminals Group NV ("Statia").
Under the note indenture, interest is payable semi-annually in arrears on
February 15 and August 15 of each year. The notes are redeemable, as a
whole or in part, at the option of the Partnership, at any time, at a
redemption price equal to the greater of 100% of the principal amount of
the notes, or the sum of the present value of the remaining scheduled
payments of principal and interest, discounted to the redemption date at
the applicable U.S. Treasury rate, as defined in the indenture, plus 30
basis points. The note indenture contains certain financial and operational
covenants, including certain limitations on investments, sales of assets
and transactions with affiliates and, absent an event of default, such
covenants do not restrict distributions to unitholders. At June 30, 2003,
the Partnership was in compliance with all covenants.
On February 28, 2002, the Partnership acquired all of the liquids
terminaling subsidiaries of Statia Terminals Group NV ("Statia") for
approximately $178 million in cash (net of acquired cash). The acquired
Statia subsidiaries had approximately $107 million in outstanding debt,
including $101 million of 11.75% notes due in November 2003. The cash
portion of the purchase price was funded by the Partnership's revolving
credit agreement and proceeds from its February 2002 public debt offering.
In April of 2002, the Partnership redeemed all of Statia's 11.75% notes at
102.938% of the principal amount, plus accrued interest. The redemption was
funded by the Partnership's revolving credit facility. Assuming the
acquisition occurred on January 1, 2002, unaudited pro forma revenues, net
income and net income per unit would have been $193.0 million, $33.3
million and $1.39, respectively, for the six months ended June 30, 2002.
In May of 2002, the Partnership issued 1,565,000 limited Partnership units
in a public offering at a price of $39.60 per unit, generating
approximately $59.1 million in net proceeds. A portion of the offering
proceeds was used to fund its September 2002 acquisition of the Australia
and New Zealand terminals.
On September 18, 2002, the Partnership acquired eight bulk liquid storage
terminals in Australia and New Zealand from Burns Philp & Co. Ltd. for
approximately $47 million in cash. The results of operations and cash flows
of the acquired business are included in the consolidated financial
statements of the Partnership since the date of acquisition. At June 30,
2003, the final valuation of the acquired assets and liabilities had not
been completed and, accordingly, the Partnership has recorded a preliminary
allocation of the purchase price based on the estimated fair value. Based
on the preliminary purchase price allocation, no amounts are assigned to
goodwill or to other intangible assets.
On November 1, 2002, the Partnership acquired an approximately 2,000-mile
anhydrous ammonia pipeline system from Koch Pipeline Company, L.P. for
approximately $139 million in cash. This fertilizer pipeline system
originates in southern Louisiana, proceeds north through Arkansas and
Missouri, and then branches east into Illinois and Indiana and north and
west into Iowa and Nebraska. The acquisition was financed by bank debt. The
results of operations and cash flows of the acquired business are included
in the consolidated financial statements of the Partnership since the date
of acquisition. At June 30, 2003, the final valuation of the acquired
assets and liabilities had not been completed and, accordingly, the
Partnership has recorded a preliminary allocation of the purchase price
based on the estimated fair value. Based on the preliminary purchase price
allocation, no amounts are assigned to goodwill or to other intangible
assets.
In November of 2002, the Partnership issued 2,095,000 limited Partnership
units in a public offering at $33.36 per unit, generating approximately
$66.7 million in net proceeds. The offering proceeds were used to reduce
bank borrowings for the fertilizer pipeline acquisition.
On December 24, 2002, the Partnership acquired a 400-mile petroleum
products pipeline and four terminals in North Dakota and Minnesota from
Tesoro Refining and Marketing Company for approximately $100 million in
cash. The acquisition was funded with bank debt. The results of operations
and cash flows of the acquired business are included in the consolidated
financial statements of the Partnership since the date of acquisition. At
June 30, 2003, the final valuation of the acquired assets and liabilities
had not been completed and, accordingly, the Partnership has recorded a
preliminary allocation of the purchase price based on the estimated fair
value. Based on the preliminary purchase price allocation, no amounts are
assigned to goodwill or to other intangible assets.
In March of 2003, the Partnership issued 3,122,500 limited Partnership
units in a public offering at $36.54 per unit, generating approximately
$109.1 million in net proceeds. The proceeds were used to reduce the amount
of indebtedness under the Partnership's bridge facility.
In April of 2003, the Partnership entered into a new credit agreement with
a group of banks that provides for a $400 million unsecured revolving
credit facility through April of 2006. The credit facility, which provides
for an increase in the commitment up to an aggregate of $450 million by
mutual agreement between the Partnership and the banks, bears interest at
variable rates and has a variable commitment fee on unused amounts. The
credit facility contains certain financial and operating covenants,
including limitations on investments, sales of assets and transactions with
affiliates and, absent an event of default, does not restrict distributions
to unitholders. At June 30, 2003, the Partnership was in compliance with
all covenants. Initial borrowings on the credit agreement ($324.2 million)
were used to repay all amounts outstanding under the Partnership's $275
million credit agreement and $175 million bridge loan agreement. At June
30, 2003, $49.2 million was outstanding under the new credit agreement.
On May 19, 2003, the Partnership issued $250 million of 5.875% senior
unsecured notes due June 1, 2013. The net proceeds from the public
offering, $247.6 million, were used to reduce amounts due under the
revolving credit agreement. Under the note indenture, interest is payable
semi-annually in arrears on June 1 and December 1 of each year. The notes
are redeemable, as a whole or in part, at the option of the Partnership, at
any time, at a redemption price equal to the greater of 100% of the
principal amount of the notes, or the sum of the present value of the
remaining scheduled payments of principal and interest, discounted to the
redemption date at the applicable U.S. Treasury rate, as defined in the
indenture, plus 30 basis points. The note indenture contains certain
financial and operational covenants, including certain limitations on
investments, sales of assets and transactions with affiliates and, absent
an event of default, such covenants do not restrict distributions to
unitholders. At June 30, 2003, the Partnership was in compliance with all
covenants. In connection with the offering, on May 8, 2003, the Partnership
entered into a treasury lock contract for the purpose of locking in the US
Treasury interest rate component on $100 million of the debt. The treasury
lock contract, which qualified as a cash flow hedging instrument under SFAS
No. 133, was settled on May 19, 2003 with a cash payment by the Partnership
of $1.8 million. The settlement cost of the contract has been recorded as a
component of accumulated other comprehensive income and is being amortized,
as interest expense, over the life of the debt.
3. COMPREHENSIVE INCOME
Comprehensive income for the three and six months ended June 30, 2003 and
2002 is as follows:
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
(in thousands)
Net income $ 22,600 $ 16,962 $ 44,429 $ 34,204
Foreign currency translation
adjustment 4,088 1,035 6,880 627
Unamoritized loss on interest rate
hedging transaction (Note 2) (1,771) - (1,771) -
----------- ----------- ----------- -----------
Comprehensive income $ 24,917 $ 17,997 $ 49,538 $ 34,831
=========== =========== =========== ===========
Accumulated other comprehensive income aggregated $6.5 million and $1.4
million at June 30, 2003 and December 31, 2002, respectively.
4. CASH DISTRIBUTIONS
The Partnership makes quarterly distributions of 100% of its available
cash, as defined in the Partnership agreement, to holders of limited
Partnership units and the general partner. Available cash consists
generally of all the cash receipts of the Partnership, plus the beginning
cash balance, less all of its cash disbursements and reserves. The
Partnership expects to make distributions of all available cash within 45
days after the end of each quarter to unitholders of record on the
applicable record date. A cash distribution of $0.81 per unit for the first
quarter of 2003 was paid on May 15, 2003. A cash distribution of $0.81 per
unit for the second quarter of 2003 was declared to holders of record on
July 31, 2003 and will be paid on August 14, 2003.
5. CONTINGENCIES
The operations of the Partnership are subject to Federal, state and local
laws and regulations in the United States and various foreign locations
relating to protection of the environment. Although the Partnership
believes its operations are in general compliance with applicable
environmental regulations, risks of additional costs and liabilities are
inherent in pipeline and terminal operations, and there can be no assurance
that significant costs and liabilities will not be incurred by the
Partnership. Moreover, it is possible that other developments, such as
increasingly stringent environmental laws, regulations and enforcement
policies thereunder, and claims for damages to property or persons
resulting from the operations of the Partnership, could result in
substantial costs and liabilities to the Partnership.
Certain subsidiaries of the Partnership were sued in a Texas state court in
1997 by Grace Energy Corporation ("Grace"), the entity from which the
Partnership acquired ST Services in 1993. The lawsuit involves
environmental response and remediation costs allegedly resulting from jet
fuel leaks in the early 1970's from a pipeline. The pipeline, which
connected a former Grace terminal with Otis Air Force Base in Massachusetts
(the "Otis pipeline" or the "pipeline"), ceased operations in 1973 and was
abandoned before 1978, when the connecting terminal was sold to an
unrelated entity. Grace alleged that subsidiaries of the Partnership
acquired the abandoned pipeline, as part of the acquisition of ST Services
in 1993 and assumed responsibility for environmental damages allegedly
caused by the jet fuel leaks. Grace sought a ruling from the Texas court
that these subsidiaries are responsible for all liabilities, including all
present and future remediation expenses, associated with these leaks and
that Grace has no obligation to indemnify these subsidiaries for these
expenses. In the lawsuit, Grace also sought indemnification for expenses of
approximately $3.5 million that it incurred since 1996 for response and
remediation required by the State of Massachusetts and for additional
expenses that it expects to incur in the future. The consistent position of
the Partnership's subsidiaries has been that they did not acquire the
abandoned pipeline as part of the 1993 ST Services transaction, and
therefore did not assume any responsibility for the environmental damage
nor any liability to Grace for the pipeline.
At the end of the trial, the jury returned a verdict including findings
that (1) Grace had breached a provision of the 1993 acquisition agreement
by failing to disclose matters related to the pipeline, and (2) the
pipeline was abandoned before 1978 -- 15 years before the Partnership's
subsidiaries acquired ST Services. On August 30, 2000, the Judge entered
final judgment in the case that Grace take nothing from the subsidiaries on
its claims seeking recovery of remediation costs. Although the
Partnership's subsidiaries have not incurred any expenses in connection
with the remediation, the court also ruled, in effect, that the
subsidiaries would not be entitled to indemnification from Grace if any
such expenses were incurred in the future. Moreover, the Judge let stand a
prior summary judgment ruling that the pipeline was an asset acquired by
the Partnership's subsidiaries as part of the 1993 ST Services transaction
and that any liabilities associated with the pipeline would have become
liabilities of the subsidiaries. Based on that ruling, the Massachusetts
Department of Environmental Protection and Samson Hydrocarbons Company
(successor to Grace Petroleum Company) wrote letters to ST Services
alleging its responsibility for the remediation, and ST Services responded
denying any liability in connection with this matter. The Judge also
awarded attorney fees to Grace of more than $1.5 million. Both the
Partnership's subsidiaries and Grace have appealed the trial court's final
judgment to the Texas Court of Appeals in Dallas. In particular, the
subsidiaries have filed an appeal of the judgment finding that the Otis
pipeline and any liabilities associated with the pipeline were transferred
to them as well as the award of attorney fees to Grace.
On April 2, 2001, Grace filed a petition in bankruptcy, which created an
automatic stay against actions against Grace. This automatic stay covers
the appeal of the Dallas litigation, and the Texas Court of Appeals has
issued an order staying all proceedings of the appeal because of the
bankruptcy. Once that stay is lifted, the Partnership's subsidiaries that
are party to the lawsuit intend to resume vigorous prosecution of the
appeal.
The Otis Air Force Base is a part of the Massachusetts Military Reservation
("MMR Site"), which has been declared a Superfund Site pursuant to CERCLA.
The MMR Site contains a number of groundwater contamination plumes, two of
which are allegedly associated with the Otis pipeline, and various other
waste management areas of concern, such as landfills. The United States
Department of Defense, pursuant to a Federal Facilities Agreement, has been
responding to the Government remediation demand for most of the
contamination problems at the MMR Site. Grace and others have also received
and responded to formal inquiries from the United States Government in
connection with the environmental damages allegedly resulting from the jet
fuel leaks. The Partnership's subsidiaries voluntarily responded to an
invitation from the Government to provide information indicating that they
do not own the pipeline. In connection with a court-ordered mediation
between Grace and the Partnership's subsidiaries, the Government advised
the parties in April 1999 that it has identified two spill areas that it
believes to be related to the pipeline that is the subject of the Grace
suit. The Government at that time advised the parties that it believed it
had incurred costs of approximately $34 million, and expected in the future
to incur costs of approximately $55 million, for remediation of one of the
spill areas. This amount was not intended to be a final accounting of costs
or to include all categories of costs. The Government also advised the
parties that it could not at that time allocate its costs attributable to
the second spill area.
By letter dated July 26, 2001, the United States Department of Justice
("DOJ") advised ST Services that the Government intends to seek
reimbursement from ST Services under the Massachusetts Oil and Hazardous
Material Release Prevention and Response Act and the Declaratory Judgment
Act for the Government's response costs at the two spill areas discussed
above. The DOJ relied in part on the Texas state court judgment which, in
the DOJ's view, held that ST Services was the current owner of the pipeline
and the successor-in-interest of the prior owner and operator. The
Government advised ST Services that it believes it has incurred costs
exceeding $40 million, and expects to incur future costs exceeding an
additional $22 million, for remediation of the two spill areas. The
Partnership believes that its subsidiaries have substantial defenses. ST
Services responded to the DOJ on September 6, 2001, contesting the
Government's positions and declining to reimburse any response costs. The
DOJ has not filed a lawsuit against ST Services seeking cost recovery for
its environmental investigation and response costs. Representatives of ST
Services have met with representatives of the Government on several
occasions since September 6, 2001 to discuss the Government's claims and to
exchange information related to such claims. Additional exchanges of
information are expected to occur in the future and additional meetings may
be held to discuss possible resolution of the Government's claims without
litigation.
On April 7, 2000, a fuel oil pipeline in Maryland owned by Potomac Electric
Power Company ("PEPCO") ruptured. Work performed with regard to the
pipeline was conducted by a partnership of which ST Services is general
partner. PEPCO has reported that it has incurred total cleanup-related
costs of $70 million to $75 million. PEPCO may continue to incur some
cleanup related costs for the foreseeable future, primarily in connection
with EPA requirements for monitoring the condition of some of the impacted
areas. Since May 2000, ST Services has provisionally contributed a minority
share of the cleanup expense, which has been funded by ST Services'
insurance carriers. ST Services and PEPCO have not, however, reached a
final agreement regarding ST Services' proportionate responsibility for
this cleanup effort, if any, and cannot predict the amount, if any, that
ultimately may be determined to be ST Services' share of the remediation
expense, but ST believes that such amount will be covered by insurance and
therefore will not materially adversely affect the Partnership's financial
condition.
As a result of the rupture, purported class actions were filed against
PEPCO and ST Services in federal and state court in Maryland by property
and business owners alleging damages in unspecified amounts under various
theories, including under the Oil Pollution Act ("OPA") and Maryland common
law. The federal court consolidated all of the federal cases in a case
styled as In re Swanson Creek Oil Spill Litigation. A settlement of the
consolidated class action, and a companion state-court class action, was
reached and approved by the federal judge. The settlement involved creation
and funding by PEPCO and ST Services of a $2,250,000 class settlement fund,
from which all participating claimants would be paid according to a
court-approved formula, as well as a court-approved payment to plaintiffs'
attorneys. The settlement was consummated in 2002 and the fund, to which
PEPCO and ST Services contributed equal amounts, has been distributed.
Participating claimants' claims were settled and dismissed with prejudice.
A number of class members elected not to participate in the settlement,
i.e., to "opt out," thereby preserving their claims against PEPCO and ST
Services. All non-participant claims have been settled for immaterial
amounts with ST Services' portion of such settlements provided by its
insurance carrier. ST Services' insurance carrier assumed the defense of
all of these actions and ST Services believes that the carrier would assume
the defense of any new litigation by a non-participant in the settlement,
should any such litigation be commenced. While the Partnership cannot
predict the amount, if any, of any liability it may have in other potential
suits relating to this matter, it believes that such potential plaintiffs'
claims would be covered by insurance and therefore these actions would not
have a material adverse effect on its financial condition.
PEPCO and ST Services agreed with the federal government and the State of
Maryland to pay costs of assessing natural resource damages arising from
the Swanson Creek oil spill under OPA and of selecting restoration
projects. This process was completed in mid-2002. ST Services' insurer has
paid ST Services' agreed 50 percent share of these assessment costs. In
late November 2002, PEPCO and ST Services entered into a Consent Decree
resolving the Federal and State trustees' claims for natural resource
damages. The decree required payments by ST Services and PEPCO of a total
of approximately $3 million to fund the restoration projects and for
remaining damage assessment costs. The federal court entered the Consent
Decree as a final judgment on December 31, 2002. PEPCO and ST have each
paid their 50% share and thus fully performed their payment obligations
under the Consent Decree. ST Services' insurance carrier funded ST
Services' payment.
In 2001 the U.S. Department of Transportation ("DOT") issued a Notice of
Proposed Violation to PEPCO and ST Services alleging violations over
several years of pipeline safety regulations and proposing a civil penalty
of $647,000 jointly against the two companies. ST Services and PEPCO have
contested the DOT allegations and the proposed penalty. A hearing was held
before the Office of Pipeline Safety at the DOT in late 2001. ST Services
does not anticipate any further hearings on the subject and is still
awaiting the DOT's ruling.
By letter dated January 4, 2002, the Attorney General's Office for the
State of Maryland advised ST Services that it intended to seek penalties
from ST Services in connection with the April 7, 2000 spill. The State of
Maryland subsequently asserted that it would seek penalties against ST
Services and PEPCO totaling up to $12 million. A settlement of this claim
was reached in mid-2002 under which ST Services' insurer will pay a total
of slightly more than $1 million in installments over a five year period.
PEPCO also reached a settlement of these claims with the State of Maryland.
Accordingly, the Partnership believes that this matter will not have a
material adverse effect on its financial condition.
On December 13, 2002, ST Services sued PEPCO in the Superior Court,
District of Columbia, seeking, among other causes of action, a declaratory
judgment as to ST Services' legal obligations, if any, to reimburse PEPCO
for costs of the oil spill. On December 16, 2002, PEPCO sued ST Services in
the United States District Court for the District of Maryland, seeking
recovery of all its costs for remediation of the oil spill and other
alleged spill-related costs. Pursuant to a court-approved stipulation
between ST Services and PEPCO, the District of Columbia action will be
dismissed without prejudice, such that the federal case in Maryland will be
the operative litigation for resolution of the parties' liabilities to each
other. ST Services' insurer is paying for the cost of defending PEPCO's
claims against ST Services. The Partnership believes that any costs or
damages resulting from this lawsuit will be covered by insurance and
therefore will not materially adversely affect the Partnership's financial
condition.
The Partnership has other contingent liabilities resulting from litigation,
claims and commitments incident to the ordinary course of business.
Management of the Partnership believes, based on the advice of counsel,
that the ultimate resolution of such contingencies will not have a
materially adverse effect on the financial position or results of
operations of the Partnership.
6. BUSINESS SEGMENT DATA
The Partnership conducts business through three principal operations: the
"Pipeline Operations," which consists primarily of the transportation of
refined petroleum products and fertilizer in the Midwestern states as a
common carrier; the "Terminaling Operations," which provides storage for
petroleum products, specialty chemicals and other liquids; and the "Product
Sales Operations", which delivers bunker fuels to ships in the Caribbean
and Nova Scotia, Canada, and sells bulk petroleum products to various
commercial interests.
The Partnership measures segment profit as operating income. Total assets
are those controlled by each reportable segment. Business segment data is
as follows:
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
(in thousands)
Business segment revenues:
Pipeline operations $ 29,350 $ 19,322 $ 57,358 $ 36,948
Terminaling operations 60,111 54,352 118,797 95,814
Product sales operations 57,487 27,028 111,550 35,582
----------- ----------- ----------- -----------
$ 146,948 $ 100,702 $ 287,705 $ 168,344
=========== =========== =========== ===========
Business segment profit:
Pipeline operations $ 12,220 $ 9,483 $ 24,197 $ 17,934
Terminaling operations 17,795 17,848 35,835 32,484
Product sales operations 3,026 425 6,607 563
----------- ----------- ----------- -----------
Operating income 33,041 27,756 66,639 50,981
Interest and other income 1 110 89 181
Interest expense (8,903) (7,653) (17,518) (12,930)
Loss on debt extinguishment - (1,957) - (2,112)
----------- ----------- ----------- -----------
Income before minority interest,
income taxes and cumulative
effect of change in accounting
principle $ 24,139 $ 18,256 $ 49,210 $ 36,120
=========== =========== =========== ===========
June 30, December 31,
2003 2002
------------- -------------
(in thousands)
Total assets:
Pipeline operations $ 351,789 $ 352,657
Terminaling operations 861,598 844,321
Product sales operations 38,765 18,432
------------- -------------
$ 1,252,152 $ 1,215,410
============= =============
7. ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS
Effective January 1, 2003, the Partnership adopted SFAS No. 143 "Accounting
for Asset Retirement Obligations", which establishes requirements for the
removal-type costs associated with asset retirements. At the initial
adoption date of SFAS No. 143, the Partnership recorded an asset retirement
obligation of approximately $5.7 million and recognized a cumulative effect
of change in accounting principle of $1.6 million for its legal obligations
to dismantle, dispose of, and restore certain leased pipeline and
terminaling facilities, including petroleum and chemical storage tanks,
terminaling facilities and barges. At June 30, 2003, the Partnership had no
assets which were legally restricted for purposes of settling asset
retirement obligations. The effect of SFAS No. 143, assuming adoption on
January 1, 2002, was not material to the results of operations of the
Partnership for the three and six month periods ended June 30, 2003 and
2002, respectively.
Effective January 1, 2003, the Partnership adopted SFAS No. 146 "Accounting
for Costs Associated with Exit or Disposal Activities", which requires that
all restructurings initiated after December 31, 2002 be recorded when they
are incurred and can be measured at fair value. The initial adoption of
SFAS No. 146 had no effect on the consolidated financial statements of the
Partnership.
The Partnership has adopted the provisions of FASB Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements of Guarantees,
Including Indirect Guarantees of Indebtedness to Others, an interpretation
of FASB Statements No. 5, 57, and 107, and a rescission of FASB
Interpretation No. 34." This interpretation elaborates on the disclosures
to be made by a guarantor in its interim and annual financial statements
about its obligations under guarantees issued. The interpretation also
clarifies that a guarantor is required to recognize, at inception of a
guarantee, a liability for the fair value of the obligation undertaken. The
initial recognition and measurement provisions of the interpretation are
applicable to guarantees issued or modified after December 31, 2002. The
initial application of this interpretation had no effect on the
consolidated financial statements of the Partnership.
The Partnership has adopted the provisions of FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities, an interpretation of ARB No.
51." This interpretation addressed the consolidation by business
enterprises of variable interest entities as defined in the interpretation.
The interpretation applies immediately to variable interests in variable
interest entities created after January 31, 2003, and to variable interests
in variable interest entities obtained after January 31, 2003. The
interpretation requires certain disclosures in financial statements issued
after January 31, 2003. The initial application of this interpretation had
no effect on the consolidated financial statements of the Partnership.
KANEB PIPE LINE PARTNERS, L.P. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
This discussion should be read in conjunction with the condensed
consolidated financial statements of Kaneb Pipe Line Partners, L.P. (the
"Partnership") and notes thereto included elsewhere in this report.
Operating Results:
Pipeline Operations
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
(in thousands)
Revenues $ 29,350 $ 19,322 $ 57,358 $ 36,948
Operating costs 12,841 7,615 24,082 14,091
Depreciation and amortization 3,511 1,374 7,008 2,747
General and administrative 778 850 2,071 2,176
----------- ----------- ----------- -----------
Operating income $ 12,220 $ 9,483 $ 24,197 $ 17,934
=========== =========== =========== ===========
Pipeline revenues are based on volumes shipped and the distances over which
such volumes are transported. For the three and six month periods ended
June 30, 2003, revenues increased by $10.0 million, or 52%, and $20.4
million, or 55%, respectively, compared to the same 2002 periods, due
primarily to the November and December 2002 pipeline acquisitions (see
"Liquidity and Capital Resources"). Because tariff rates are regulated, the
pipelines compete primarily on the basis of quality of services, including
delivery of products at convenient locations on a timely basis to meet the
needs of its customers. Barrel miles on petroleum pipelines totaled 5.2
billion and 4.6 billion for the three months ended June 30, 2003 and 2002,
respectively, and 10.4 billion and 8.8 billion for the six months ended
June 30, 2003 and 2002, respectively.
Operating costs, which include fuel and power costs, materials and
supplies, maintenance and repair costs, salaries, wages and employee
benefits, and property and other taxes, increased by $5.2 million and $10.0
million for the three and six month periods ended June 30, 2003,
respectively, when compared to 2002, due to the pipeline acquisitions and
increases in power and fuel costs. For the three and six months ended June
30, 2003, depreciation and amortization increased by $2.1 million and $4.3
million, respectively, when compared to the same 2002 periods, due
primarily to the pipeline acquisitions. General and administrative costs
include managerial, accounting and administrative personnel costs, office
rent and expense, legal and professional costs and other non-operating
costs.
Terminaling Operations
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
(in thousands)
Revenues $ 60,111 $ 54,352 $ 118,797 $ 95,814
Operating costs 28,058 24,070 55,335 42,388
Depreciation and amortization 9,856 8,412 19,100 14,085
General and administrative 4,402 4,022 8,527 6,857
----------- ----------- ----------- -----------
Operating income $ 17,795 $ 17,848 $ 35,835 $ 32,484
=========== =========== =========== ===========
For the three and six month periods ended June 30, 2003, terminaling
revenues increased by $5.8 million, or 11%, and $23.0 million, or 24%,
respectively, when compared to the same 2002 periods, due to the 2002
terminal acquisitions (see "Liquidity and Capital Resources") and increases
in the average price realized per barrel of tankage utilized. Approximately
$21 million of the revenue increase for the six months ended June 30, 2003
was a result of the terminal acquisitions. Average annual tankage utilized
for the three and six month periods ended June 30, 2003 was 47.9 million
and 47.7 million barrels, respectively, compared to 49.1 million and 44.0
million barrels, respectively, for the same prior year periods. For the
three and six month periods ended June 30, 2003, average annualized
revenues per barrel of tankage utilized increased to $5.04 and $5.02 per
barrel, respectively, compared to $4.44 and $4.39 per barrel, respectively,
for the same prior year periods, due to changes in product mix resulting
from the terminal acquisitions and more favorable domestic market
conditions.
For the three and six month periods ended June 30, 2003, operating costs
increased by $4.0 million and $12.9 million, respectively, when compared to
the same 2002 periods, a result of the terminal acquisitions. For the three
and six months ended June 30, 2003, depreciation and amortization increase
by $1.4 million and $5.0 million, respectively, when compared to the same
2002 periods, due also to the terminal acquisitions. General and
administrative costs for the three and six month periods ended June 30,
2003, increased by $0.4 million and $1.7 million, respectively, when
compared to the same 2002 period, a result of the acquisitions and
increases in personnel-related costs.
Product Sales Operations
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
(in thousands)
Revenues $ 57,487 $ 27,028 $ 111,550 $ 35,582
Cost of products sold 51,314 25,103 99,200 32,932
----------- ----------- ----------- -----------
Gross margin $ 6,173 $ 1,925 $ 12,350 $ 2,650
=========== =========== =========== ===========
Operating income $ 3,026 $ 425 $ 6,607 $ 563
=========== =========== =========== ===========
The product sales business, which was acquired with Statia (see "Liquidity
and Capital Resources"), delivers bunker fuels to ships in the Caribbean
and Nova Scotia, Canada, and sells bulk petroleum products to various
commercial interests. For the three months ended June 30, 2003, product
sales revenues, gross margin and operating income increased by $30.5
million, $4.2 million and $2.6 million, respectively, when compared to the
same 2002 period, due to increases in both sales price and volumes sold.
For the six months ended June 30, 2003, product sales revenues, gross
margin and operating income increased $76.0 million, $9.7 million and $6.0
million, respectively, when compared to the same 2002 period. The results
of operations for the comparable periods ended June 30, 2002 include the
operations of the product sales business since the date of acquisition,
February 28, 2002. Product inventories are maintained at minimum levels to
meet customer's needs; however, market prices for petroleum products can
fluctuate significantly in short periods of time.
Interest Expense
For the three and six months ended June 30, 2003, interest expense
increased by $1.3 million and $4.6 million, respectively, compared to the
same 2002 periods, due to increases in debt resulting from the 2002
pipeline and terminal acquisitions (see "Liquidity and Capital Resources"),
partially offset by overall declines in interest rates on variable rate
debt.
Income Taxes
Certain operations are conducted through separate taxable wholly-owned
corporate subsidiaries. The income tax expense for these subsidiaries was
$1.3 million and $1.1 million for the three months ended June 30, 2003 and
2002, respectively, and $2.7 million and $1.6 million, for the six months
ended June 30, 2003 and 2002, respectively.
Liquidity and Capital Resources
Cash provided by operations was $74.8 million and $43.2 million for the six
months ended June 30, 2003 and 2002, respectively. The increase in cash
provided by operations for the six months ended June 30, 2003, compared to
the same 2002 period, was due primarily to the 2002 acquisitions and
changes in working capital components resulting from the timing of cash
receipts and disbursements.
Capital expenditures, including routine maintenance and expansion
expenditures but excluding acquisitions, were $22.5 million for the six
months ended June 30, 2003, compared to $14.2 million during the same 2002
period. The increase in capital expenditures for the six months ended June
30, 2003, when compared to the same 2002 period, is the result of planned
maintenance and expansion capital expenditures related to the pipeline and
terminaling operations acquired in 2002 and higher maintenance capital
expenditures in the existing pipeline and terminaling businesses. During
all periods, adequate pipeline capacity existed to accommodate volume
growth, and the expenditures required for environmental and safety
improvements were not, and are not expected in the future to be,
significant. The Partnership anticipates that capital expenditures
(including routine maintenance and expansion expenditures, but excluding
acquisitions) will total approximately $40 million in 2003. Such future
expenditures, however, will depend on many factors beyond the Partnership's
control, including, without limitation, demand for refined petroleum
products and terminaling services in the Partnership's market areas, local,
state and federal government regulations, fuel conservation efforts and the
availability of financing on acceptable terms. No assurance can be given
that required capital expenditures will not exceed anticipated amounts
during the year or thereafter or that the Partnership will have the ability
to finance such expenditures through borrowings, or will choose to do so.
The Partnership makes quarterly distributions of 100% of its available
cash, as defined in the Partnership agreement, to holders of limited
Partnership units and the general partner. Available cash consists
generally of all the cash receipts of the Partnership, plus the beginning
cash balance, less all of its cash disbursements and reserves. The
Partnership expects to make distributions of all available cash within 45
days after the end of each quarter to unitholders of record on the
applicable record date. A cash distribution of $0.81 per unit for the first
quarter of 2003 was paid on May 15, 2003. A cash distribution of $0.81 per
unit for the second quarter of 2003 was declared to holders of record on
July 31, 2003 and will be paid on August 14, 2003.
The Partnership expects to fund future cash distributions and maintenance
capital expenditures with existing cash and anticipated cash flows from
operations. Expansionary capital expenditures are expected to be funded
through additional Partnership bank borrowings and/or future public equity
or debt offerings.
In January of 2002, the Partnership issued 1,250,000 limited Partnership
units in a public offering at $41.65 per unit, generating approximately
$49.7 million in net proceeds. The proceeds were used to reduce the amount
of indebtedness outstanding under the Partnership's revolving credit
agreement.
In February of 2002, the Partnership issued $250 million of 7.75% senior
unsecured notes due February 15, 2012. The net proceeds from the public
offering, $248.2 million, were used to repay the Partnership's revolving
credit agreement and to partially fund the acquisition of all of the
liquids terminaling subsidiaries of Statia Terminals Group NV ("Statia").
Under the note indenture, interest is payable semi-annually in arrears on
February 15 and August 15 of each year. The notes are redeemable, as a
whole or in part, at the option of the Partnership, at any time, at a
redemption price equal to the greater of 100% of the principal amount of
the notes, or the sum of the present value of the remaining scheduled
payments of principal and interest, discounted to the redemption date at
the applicable U.S. Treasury rate, as defined in the indenture, plus 30
basis points. The note indenture contains certain financial and operational
covenants, including certain limitations on investments, sales of assets
and transactions with affiliates and, absent an event of default, such
covenants do not restrict distributions to unitholders. At June 30, 2003,
the Partnership was in compliance with all covenants.
On February 28, 2002, the Partnership acquired Statia for approximately
$178 million in cash (net of acquired cash). The acquired Statia
subsidiaries had approximately $107 million in outstanding debt, including
$101 million of 11.75% notes due in November 2003. The cash portion of the
purchase price was funded by the Partnership's revolving credit agreement
and proceeds from its February 2002 public debt offering. In April of 2002,
the Partnership redeemed all of Statia's 11.75% notes at 102.938% of the
principal amount, plus accrued interest. The redemption was funded by the
Partnership's revolving credit facility.
In May of 2002, the Partnership issued 1,565,000 limited Partnership units
in a public offering at a price of $39.60 per unit, generating
approximately $59.1 million in net proceeds. A portion of the offering
proceeds was used to fund its September 2002 acquisition of the Australia
and New Zealand terminals.
On September 18, 2002, the Partnership acquired eight bulk liquid storage
terminals in Australia and New Zealand from Burns Philp & Co. Ltd. for
approximately $47 million in cash.
On November 1, 2002, the Partnership acquired an approximately 2,000-mile
anhydrous ammonia pipeline system from Koch Pipeline Company, L.P. for
approximately $139 million in cash. This fertilizer pipeline system
originates in southern Louisiana, proceeds north through Arkansas and
Missouri, and then branches east into Illinois and Indiana and north and
west into Iowa and Nebraska. The acquisition was financed by bank debt. In
November of 2002, the Partnership issued 2,095,000 limited Partnership
units in a public offering at $33.36 per unit, generating approximately
$66.7 million in net proceeds. The offering proceeds were used to reduce
bank borrowings for the fertilizer pipeline acquisition.
On December 24, 2002, the Partnership acquired a 400-mile petroleum
products pipeline and four terminals in North Dakota and Minnesota from
Tesoro Refining and Marketing Company for approximately $100 million in
cash. The acquisition was funded with bank debt.
In March of 2003, the Partnership issued 3,122,500 limited Partnership
units in a public offering at $36.54 per unit, generating approximately
$109.1 million in net proceeds. The proceeds were used to reduce the amount
of indebtedness under the Partnership's bridge facility.
In April of 2003, the Partnership entered into a new credit agreement with
a group of banks that provides for a $400 million unsecured revolving
credit facility through April of 2006. The credit facility, which provides
for an increase in the commitment up to an aggregate of $450 million by
mutual agreement between the Partnership and the banks, bears interest at
variable rates and has a variable commitment fee on unused amounts. The
credit facility contains certain financial and operating covenants,
including limitations on investments, sales of assets and transactions with
affiliates and, absent an event of default, does not restrict distributions
to unitholders. At June 30, 2003, the Partnership was in compliance with
all covenants. Initial borrowings on the credit agreement ($324.2 million)
were used to repay all amounts outstanding under the Partnership's $275
million credit agreement and $175 million bridge loan agreement. At June
30, 2003, $49.2 million was outstanding under the new credit agreement.
On May 19, 2003, the Partnership issued $250 million of 5.875% senior
unsecured notes due June 1, 2013. The net proceeds from the public
offering, $247.6 million, were used to reduce amounts due under the
revolving credit agreement. Under the note indenture, interest is payable
semi-annually in arrears on June 1 and December 1 of each year. The notes
are redeemable, as a whole or in part, at the option of the Partnership, at
any time, at a redemption price equal to the greater of 100% of the
principal amount of the notes, or the sum of the present value of the
remaining scheduled payments of principal and interest, discounted to the
redemption date at the applicable U.S. Treasury rate, as defined in the
indenture, plus 30 basis points. The note indenture contains certain
financial and operational covenants, including certain limitations on
investments, sales of assets and transactions with affiliates and, absent
an event of default, such covenants do not restrict distributions to
unitholders. At June 30, 2003, the Partnership was in compliance with all
covenants. In connection with the offering, on May 8, 2003, the Partnership
entered into a treasury lock contract for the purpose of locking in the US
Treasury interest rate component on $100 million of the debt. The treasury
lock contract, which qualified as a cash flow hedging instrument under SFAS
No. 133, was settled on May 19, 2003 with a cash payment by the Partnership
of $1.8 million. The settlement cost of the contract has been recorded as a
component of accumulated other comprehensive income and is being amortized,
as interest expense, over the life of the debt.
Additional information relative to sources and uses of cash is presented in
the financial statements included in this report.
Information regarding the Partnership's Critical Accounting Policies is
included in Item 7 of the Partnership's Annual Report on Form 10-K for the
year ended December 31, 2002.
Recent Accounting Pronouncement
In April of 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities", which amends and
clarifies financial accounting and reporting for derivative instruments and
hedging activities. The Partnership does not expect SFAS No. 149, which is
effective for derivative contracts and hedging relationships entered into
or modified after June 20, 2003, to have a significant impact on the
Partnership's consolidated financial statements.
KANEB PIPE LINE PARTNERS, L.P. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Item 3. Quantitative and Qualitative Disclosure About Market Risk
The principal market risks pursuant to this Item (i.e., the risk of loss arising
from adverse changes in market rates and prices) to which the Partnership is
exposed are interest rates on the Partnership's debt and investment portfolios
and fluctuations of petroleum product prices on inventories held for resale.
The Partnership's investment portfolio consists of cash equivalents;
accordingly, the carrying amounts approximate fair value. The Partnership's
investments are not material to its financial position or performance. Assuming
variable rate debt of $79.4 million at June 30, 2003, a one percent increase in
interest rates would increase annual net interest expense by approximately $0.8
million.
The product sales business purchases refined petroleum products for resale as
bunker fuel and sales to commercial interests. Petroleum inventories are
generally held for short periods of time, not exceeding 90 days. As the
Partnership does not engage in derivative transactions to hedge the value of the
inventory, it is subject to market risk from changes in global oil markets.
Item 4. Controls and Procedures.
Included in its Release No. 34-46427, effective August 29, 2002, the Securities
and Exchange Commission adopted rules requiring reporting companies to maintain
disclosure controls and procedures to provide reasonable assurance that a
registrant is able to record, process, summarize and report the information
required in the registrant's quarterly and annual reports under the Securities
Exchange Act of 1934 (the "Exchange Act"). Management believes that the
Partnership's existing disclosure controls and procedures have been effective to
accomplish these objectives.
Kaneb Pipe Line Company LLC's principal executive officer and principal
financial officer, after evaluating the effectiveness of the Partnership's
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of June 30, 2003, have concluded that, as of such date, the
Partnership's disclosure controls and procedures are adequate and effective to
ensure that material information relating to the Partnership and its
consolidated subsidiaries would be made known to them by others within those
entities.
There have been no changes in the Partnership's internal controls or in other
factors known to management that could significantly affect those internal
controls subsequent to the date of the evaluation, nor were there any
significant deficiencies or material weaknesses in the Partnership's internal
controls. As a result, no corrective actions were required or undertaken.
KANEB PIPE LINE PARTNERS, L.P. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
10.1*Kaneb LLC 2002 Long Term Incentive Plan, effective July 18, 2002,
as amended July 31, 2003, filed herewith.
31.1 Certification of Chief Executive Officer, Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, dated as of August 14, 2003,
filed herewith.
31.2 Certification of Chief Financial Officer, Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, dated as of August 14, 2003,
filed herewith.
32.1 Certification of Chief Executive Officer, Pursuant to Section
906(a) of the Sarbanes-Oxley Act of 2002, dated as of August 14,
2003, filed herewith.
32.2 Certification of Chief Financial Officer, Pursuant to Section
906(a) of the Sarbanes-Oxley Act of 2002, dated as of August 14,
2003, filed herewith.
* Denotes management contract.
(b) Reports on Form 8-K
Current Report on Form 8-K, filed May 12, 2003
Current Report on Form 8-K,filed May 20, 2003
Signature
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 thereunto duly authorized.
KANEB PIPE LINE PARTNERS, L.P.
(Registrant)
By KANEB PIPE LINE COMPANY LLC
(Managing General Partner)
Date: August 14, 2003 //s//
---------------------------------------------
Howard C. Wadsworth
Vice President, Treasurer and Secretary
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Edward D. Doherty, Chief Executive Officer of Kaneb Pipe Line Company LLC, as
General Partner for Kaneb Pipe Line Partners, L.P. certify that:
1. I have reviewed this report on Form 10-Q of Kaneb Pipe Line Partners, L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: August 14, 2003
//s//
-----------------------------------------
Edward D. Doherty
Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Howard C. Wadsworth, Chief Financial Officer of Kaneb Pipe Line Company LLC,
as General Partner for Kaneb Pipe Line Partners, L.P. certify that:
1. I have reviewed this report on Form 10-Q of Kaneb Pipe Line Partners, L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: August 14, 2003
//s//
---------------------------------------
Howard C. Wadsworth
Chief Financial Officer
Exhibit 32.1
CERTIFICATE OF CHIEF EXECUTIVE OFFICER
Pursuant to Section 906(a) of the Sarbanes-Oxley Act of 2002
The undersigned, being the Chief Executive Officer of Kaneb Pipe Line Company
LLC, as General Partner of Kaneb Pipe Line Partners, L.P. (the "Partnership"),
hereby certifies that the Partnership's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2003, filed with the United States Securities
and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and that information contained in such Quarterly Report fairly presents, in all
material respects, the financial condition and results of operations of the
Partnership.
Date: August 14, 2003
//s//
-----------------------------------------
Edward D. Doherty
Chief Executive Officer
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to Kaneb Pipe Line Partners, L.P. and
will be retained by Kaneb Pipe Line Partners, L.P. and furnished to the
Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATE OF CHIEF FINANCIAL OFFICER
Pursuant to Section 906(a) of the Sarbanes-Oxley Act of 2002
The undersigned, being the Chief Financial Officer of Kaneb Pipe Line Company
LLC, as General Partner of Kaneb Pipe Line Partners, L.P. (the "Partnership"),
hereby certifies that the Partnership's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2003, filed with the United States Securities
and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and that information contained in such Quarterly Report fairly presents, in all
material respects, the financial condition and results of operations of the
Partnership.
Date: August 14, 2003
//s//
---------------------------------------
Howard C. Wadsworth
Vice President, Treasurer and Secretary
(Chief Financial Officer)
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to Kaneb Pipe Line Partners, L.P. and
will be retained by Kaneb Pipe Line Partners, L.P. and furnished to the
Securities and Exchange Commission or its staff upon request.