- Current report filing (8-K)
October 28 2008 - 5:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15 (d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported): October 28,
2008
Commission
File No. 1-10403
TEPPCO
Partners, L.P.
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
76-0291058
|
|
(State
of Incorporation
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(I.R.S.
Employer
|
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Or
Organization)
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Identification
Number)
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1100
Louisiana Street, Suite 1600
Houston,
Texas 77002
(Address
of principal executive offices, including zip code)
(713)
381-3636
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02 Results of Operations and Financial Condition.
On
October 28, 2008, TEPPCO Partners, L.P. (“TEPPCO”) issued a press release
announcing its financial results for the third quarter 2008, and will hold a
conference call discussing those results. A copy of the earnings
press release is furnished as Exhibit 99.1 to this report, which is hereby
incorporated by reference into this Item 2.02. The webcast conference
call will be available for replay on TEPPCO’s website at
www.teppco.com
. The
webcast conference call will be archived on its website for 90
days.
Unless the context requires otherwise,
references to “we,” “us,” “our,” or “TEPPCO” within the context of this Current
Report on Form 8-K refer to the consolidated business and operations of
TEPPCO. In addition, as generally used in the energy industry and in
the attached press release and accompanying exhibits, the identified terms have
the following meanings:
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/d
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=
per day
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Bcf
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=
billion cubic feet
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BPD
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=
barrels per day
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Btu
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=
British Thermal units
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MMBtu
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=
million British Thermal units
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MMcf
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=
million cubic feet
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Use
of Non-GAAP financial measures
Our press
release and/or the webcast conference call discussions include the non-generally
accepted accounting principle (“non-GAAP”) financial measures
of: margin of the Upstream segment, EBITDA and EBITDA excluding gains
from sales of assets and ownership interests. The press release
provides reconciliations of these non-GAAP financial measures to their most
directly comparable financial measures calculated and presented in accordance
with accounting principles generally accepted in the United States of America
(“GAAP”). Our non-GAAP financial measures should not be considered as
alternatives to GAAP measures such as net income, operating income, cash flows
from operating activities or any other measure of financial performance
calculated and presented in accordance with GAAP. Our non-GAAP
financial measures may not be comparable to similarly-titled measures of other
entities because other entities may not calculate such measures in the same
manner as we do.
Margin
of the Upstream segment
. We evaluate Upstream segment
performance based on the non-GAAP financial measure of margin. Margin
of our Upstream segment is calculated as revenues generated from the sale of
crude oil and lubrication oil, and transportation of crude oil, less the costs
of purchases of crude oil and lubrication oil, in each case prior to the
elimination of intercompany sales, revenues and purchases between wholly owned
subsidiaries. We believe margin is a more meaningful measure of
financial performance than sales and purchases of crude oil and lubrication oil
due to the significant fluctuations in sales and purchases caused by variations
in the level of marketing activity and prices for products
marketed. Additionally, we use margin internally to evaluate the
financial performance of the Upstream segment because it excludes expenses that
are not directly related to the marketing and sales activities being
evaluated. A reconciliation of margin to operating income is provided
in the Operating Data table accompanying the earnings release.
EBITDA
measures
. We define EBITDA as net income plus interest expense
– net, income tax expense, depreciation and amortization, and a pro-rata
portion, based on our equity ownership, of the interest expense and depreciation
and amortization of each of our joint ventures. We have included
EBITDA and related adjusted EBITDA measures in our supplemental disclosures
because we believe they are used by our investors as supplemental financial
measures to assess the financial performance of our assets without regard to
financing methods, capital structures or historical costs basis; to compare the
operating performance of our assets with the performance of other companies that
have different financing and capital structures; and to value our limited
partners’ equity using EBITDA multiples. A reconciliation of
these measures to net income is provided in the Financial Highlights and
Business Segment Data tables accompanying the earnings release.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits (furnished
herewith):
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Exhibit
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Number
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Description
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99.1
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Press
release of TEPPCO Partners, L.P., dated October 28, 2008,
reporting
third
quarter 2008 results.
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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 hereunto duly
authorized.
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TEPPCO
Partners, L.P.
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(Registrant)
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By:
Texas Eastern Products Pipeline Company, LLC
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General
Partner
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Date: October
28, 2008
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By:
/s/ WILLIAM
G. MANIAS
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William
G. Manias
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Vice
President and
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Chief Financial Officer
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