EXHIBIT 99.3
SUMMARY SELECTED HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING DATA
The historical financial information below for Plains All American Pipeline
was derived from our audited consolidated financial statements as of December
31, 1999 and 2000 and for the years then ended and from our unaudited financial
statements as of and for the three months ended March 31, 2000 and 2001. The
selected financial data should be read in conjunction with the consolidated and
combined financial statements, including the notes thereto, the unaudited pro
forma consolidated financial statements and "Management's Discussion and
Analysis of Financial Condition and Results of Operations," each as included
in our Form 10-K for the year ended December 31, 2000 and our Form 10-Q for the
quarter ended March 31, 2001. The unaudited pro forma as adjusted information
presented below gives effect to: (a) the completion of the notes offering, (b)
our Murphy acquisition in May 2001 and (c) our public offering of 3,966,700
common units for total net proceeds of approximately $100.7 million. The
unaudited pro forma as adjusted information does not reflect our pending CANPET
acquisition. A more complete description of these adjustments is included in
the notes to our unaudited pro forma consolidated financial statements.
Historical Pro Forma As Adjusted
----------------------------------------------- -------------------------
Year Ended Three Months Ended Three Months
December 31, March 31, Year Ended Ended
----------------------- ---------------------- December 31, March 31,
1999 2000 2000 2001 2000 2001
----------- ---------- ---------- ---------- ------------ ------------
(unaudited) (unaudited)
(in thousands, except per unit amounts)
Statement of Operations
Data:
Revenues................ $10,910,423 $6,641,187 $2,002,507 $1,520,124 $7,310,717 $1,681,389
Cost of sales and
operations............. 10,800,109 6,506,504 1,965,955 1,487,394 7,156,530 1,642,487
Unauthorized trading
losses and related
expenses (1)........... 166,440 6,963 -- -- 6,963 --
----------- ---------- ---------- ---------- ---------- ----------
Gross margin............ (56,126) 127,720 36,552 32,730 147,224 38,902
----------- ---------- ---------- ---------- ---------- ----------
General and
administrative expenses
(2).................... 23,211 40,821 8,626 8,989 43,693 9,233
Depreciation and
amortization........... 17,344 24,523 10,138 4,670 32,270 6,607
Restructuring expense... 1,410 -- -- -- -- --
----------- ---------- ---------- ---------- ---------- ----------
Total expenses.......... 41,965 65,344 18,764 13,659 75,963 15,840
----------- ---------- ---------- ---------- ---------- ----------
Operating income
(loss)................. (98,091) 62,376 17,788 19,071 71,261 23,062
Interest expense........ (21,139) (28,691) (9,158) (6,606) (41,571) (9,826)
Gain on sale of assets
(3).................... 16,457 48,188 48,188 -- 48,188 --
Interest and other
income (4)............. 958 10,776 7,482 42 10,776 42
----------- ---------- ---------- ---------- ---------- ----------
Income (loss) from
continuing operations
before extraordinary
item................... $ (101,815) $ 92,649 $ 64,300 $ 12,507 $ 88,654 $ 13,278
=========== ========== ========== ========== ========== ==========
Basic and diluted income
(loss) from continuing
operations per limited
partner unit before
extraordinary item
(5).................... $ (3.16) $ 2.64 $ 1.83 $ 0.36 $ 2.27 $ 0.34
=========== ========== ========== ========== ========== ==========
Weighted average number
of limited partner
units outstanding...... 31,633 34,386 34,386 34,386 38,353 38,353
=========== ========== ========== ========== ========== ==========
Cash distributions per
common unit............ $ 1.84 $ 1.84 $ 0.45 $ 0.46
=========== ========== ========== ==========
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Historical Pro Forma As Adjusted
-------------------------------------------- -------------------------
Year Ended Three Months Ended Three Months
December 31, March 31, Year Ended Ended
--------------------- --------------------- December 31, March 31,
1999 2000 2000 2001 2000 2001
---------- --------- ---------- --------- ------------ ------------
(unaudited) (unaudited)
(in thousands, except ratios and operating data)
Balance Sheet Data (at
end of period):
Working capital (6).... $ 101,539 $ 47,111 $ 53,914 $ 39,960 $ 115,311
Total assets........... 1,223,037 885,801 1,036,713 889,477 1,123,666
Total long-term debt
(7)................... 373,450 320,000 273,100 316,550 450,000
Partners' capital...... 192,973 213,999 242,075 208,185 308,924
Other Data:
Adjusted EBITDA (8).... $ 89,074 $ 103,048 $ 28,737 $ 23,904 $120,136 $ 29,946
Maintenance capital
expenditures (9)...... 1,741 1,785 668 409
Net cash provided by
(used in) operating
activities............ (71,245) (33,511) (42,574) 10,568
Net cash provided by
(used in) investing
activities............ (186,093) 211,001 216,902 (2,247)
Net cash provided by
(used in) financing
activities............ 305,603 (227,832) (220,903) (10,545)
Long-term debt to
adjusted EBITDA
(10)(18).............. 4.19x 3.11x 2.38x 3.31x 3.19x
Ratio of earnings to
fixed charges (11).... -- 3.78x 7.34x 2.59x 2.90x 2.19x
Adjusted EBITDA to
interest expense
(12).................. 4.21x 3.59x 3.14x 3.62x 3.09x 3.28x
Long-term debt to
total capital (18).... 66% 60% 53% 60% 55%
Operating Data:
Volumes (barrels per
day):
All American Tariff
(13)................ 102,700 73,800 71,000 70,000
Margin (14).......... 54,100 60,000 44,000 65,000
Other.................. 61,400 106,500 139,000 161,000
---------- --------- ---------- ---------
Total pipeline....... 218,200 240,300 254,000 296,000
========== ========= ========== =========
Lease gathering (15)... 264,700 262,600 257,000 288,000
Bulk purchases (16).... 138,200 27,700 29,000 21,000
---------- --------- ---------- ---------
Total................ 402,900 290,300 286,000 309,000
========== ========= ========== =========
Terminal throughput
(17).................. 83,300 67,000 50,000 97,000
========== ========= ========== =========
Storage leased to
third parties
(average)............. 1,975,000 1,657,000 820,000 1,931,000
========== ========= ========== =========
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(1) In November 1999, we discovered that a former employee had engaged in
unauthorized trading activity, resulting in losses of approximately $174.0
million, including estimated associated costs and legal expenses, of which
$166.4 million and $7.1 million were recognized in 1999 and 1998,
respectively. In 2000, we recognized an additional $7.0 million charge for
litigation related to the unauthorized trading losses. See "Management's
Discussion and Analysis of Financial Condition and Results of Operation--
Unauthorized Trading Losses" in our Form 10-K for the year ended
December 31, 2001.
(2) General and administrative expense for 2000 includes a $5.0 million charge
to reserve potentially uncollectible accounts receivable and a $3.1
million charge for non-cash compensation expense. General and
administrative expense for 1999 includes a $1.0 million charge for non-
cash compensation expense. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Results of Operations" in
our Form 10-K for the year ended December 31, 2001.
(3) In March 2000, we completed the sale of 5.2 million barrels of crude oil
linefill from the All American Pipeline. We recognized gains of $28.1
million and $16.5 million in 2000 and 1999, respectively, in connection
with that sale. We also sold a segment of the All American Pipeline to El
Paso Corporation and recognized a gain of $20.1 million in the first
quarter of 2000.
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(4) For the year ended December 31, 2000, this amount includes $9.7 million of
previously deferred gains from terminated interest rate swaps recognized
as a result of debt extinguishment.
(5) Basic and diluted income (loss) from continuing operations per unit is
computed by dividing the limited partners' interest in income (loss) from
continuing operations by the weighted average number of outstanding common
and subordinated units.
(6) At December 31, 1999, working capital included $37.9 million of pipeline
linefill and $103.6 million for a segment of the All American Pipeline,
both of which were sold in the first quarter of 2000.
(7) Excludes short-term borrowings primarily related to hedged inventory and
margin deposits of $110.2 million and $1.3 million at December 31, 1999
and 2000, respectively, and $0.0 and $10.5 million at March 31, 2000 and
2001, respectively. The amount borrowed at December 31, 1999, includes
$40.0 million attributable to the sale of linefill from the All American
Pipeline. See note 3.
(8) EBITDA means earnings (from continuing operations before extraordinary
items) before interest expense, income taxes, depreciation and
amortization. Adjusted EBITDA excludes unauthorized trading losses,
noncash compensation, restructuring expense, gains on the sale of linefill
and pipeline and allowance for accounts receivable. EBITDA and Adjusted
EBITDA are not measurements presented in accordance with generally
accepted accounting principles ("GAAP") and are not intended to be used in
lieu of GAAP presentations of results of operations and cash provided by
operating activities. EBITDA is commonly used by debt holders and
financial statement users as a measurement to determine the ability of an
entity to meet its interest obligations. These measures may not be
comparable to measures of other companies.
(9) Maintenance capital expenditures are capital expenditures made to replace
partially or fully depreciated assets, to maintain the existing operating
capacity of existing assets or to extend their useful lives. Capital
expenditures made to expand our existing capacity, whether through
construction or acquisition, are not considered maintenance capital
expenditures. Repair and maintenance expenditures associated with existing
assets that do not extend the useful life or expand operating capacity are
charged to expense as incurred.
(10) Based on annualized adjusted EBITDA for the quarter ended periods.
(11) In 1999, available earnings failed to cover fixed charges by $101.8
million. Included in earnings for 1999 was $166.4 million in unauthorized
trading losses, a $16.5 million gain on the sale of linefill and
restructuring expenses of $1.4 million. If these events had not occurred,
the ratio of earnings to fixed charges would have been 2.91x. Income from
continuing operations before extraordinary items used to calculate the
ratio of earnings to fixed charges for the (historical) year ended
December 31, 2000, the (historical) three months ended March 31, 2000, and
the (pro forma) year ended December 31, 2000 includes a gain on sale of
assets of $48.2 million. If this event had not occurred, the ratio of
earnings to fixed charges would have been 2.34x, 2.59x, and 1.87x,
respectively.
(12) For purposes of calculating the pro forma as adjusted ratio of adjusted
EBITDA to interest expense for the year ended December 31, 2000 and the
three months ended March 31, 2001, interest expense has been reduced to
reflect the amount of interest income (invested at 4%) assumed to be
earned by investing the amount of net proceeds from the senior notes
offering in excess of the amount used to repay indebtedness.
(13) Represents crude oil deliveries on the All American Pipeline for the
account of third parties.
(14) Represents crude oil deliveries on the All American Pipeline and the San
Joaquin Valley ("SJV") Gathering System.
(15) Represents barrels of crude oil purchased at the wellhead, including
volumes which were purchased under our marketing agreement with Plains
Resources.
(16) Represents barrels of crude oil purchased at collection points, terminals
and pipelines.
(17) Represents total crude oil barrels delivered from the Cushing Terminal and
the Ingleside Terminal.
(18) In addition, pro forma as adjusted long-term debt as of March 31, 2001 has
been calculated as if the total amount of the net proceeds from the senior
notes offering was used to reduce long-term debt.
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