Existing operations demonstrate continued improved performance;
acquisition of Provident Energy Ltd. complete All financial figures
are in Canadian dollars unless noted otherwise. This report
contains forward-looking statements and information that are based
on Pembina Pipeline Corporation's current expectations, estimates,
projections and assumptions in light of its experience and its
perception of historical trends. Actual results may differ
materially from those expressed or implied by these forward-looking
statements. Please see "Forward-Looking Statements &
Information" for more details. This report also refers to financial
measures that are not defined by Canadian Generally Accepted
Accounting Principles. For more information about the measures
which are not defined by Canadian Generally Accepted Accounting
Principles see "Non-GAAP Measures." CALGARY, May 3, 2012 /CNW/ -
Pembina Pipeline Corporation ("Pembina" or the "Company") achieved
strong first quarter 2012 results, driven by increased performance
in all four of the Company's businesses. "Our first quarter 2012
results are a clear reflection of the progress we are continuing to
make on our growth strategy," said Bob Michaleski, Pembina's Chief
Executive Officer. "Each of our businesses have progressed their
expansion plans while simultaneously reporting higher operating and
financial metrics in their existing operations. All of this gives
us tremendous confidence in our ability to enhance shareholder
value in 2012 and beyond." Acquisition of Provident Energy Ltd.
("Provident") On April 2, 2012, subsequent to the end of the first
quarter, Pembina completed its acquisition of Provident Energy Ltd.
("Provident") by way of a plan of arrangement pursuant to Section
193 of the Business Corporations Act (Alberta) (the "Arrangement").
This transaction positions Pembina as a leader in the North
American energy infrastructure sector with more highly integrated
operations, a full suite of complementary services and an estimated
total enterprise value of approximately $10 billion (total
enterprise value is a Non-GAAP Measure, see "Non-GAAP Measures").
Following the closing of the Arrangement, Pembina has implemented
its previously announced plan to increase its monthly dividend from
$0.13 per share per month ($1.56 annualized) to $0.135 per share
per month ($1.62 annualized), representing a 3.8 percent increase
and reflecting management's confidence in the significant
operational and financial strength of the combined entity going
forward (see "Forward-Looking Statements & Information"). In
conjunction with the closing of the Arrangement, Pembina also
announced a new credit facility of $1.5 billion and its common
shares began trading on the New York Stock Exchange ("NYSE") under
the symbol "PBA." First Quarter Highlights -- Pembina realized
strong consolidated volume growth of 15 percent, with first quarter
2012 aggregate volumes of 1,379 thousand barrels of oil equivalent
per day ("mboe/d") compared to 1,203 mboe/d in the first quarter of
2011. -- Adjusted EBITDA was $111.6 million ($0.66 per share) in
the first quarter of 2012 compared to $87.2 million ($0.52 per
share) in the first quarter of 2011.(1) -- Cash flow from operating
activities was $65.3 million ($0.39 per share) during the first
quarter of 2012 compared to $74.5 million ($0.45 per share) during
the first quarter of 2011. -- Adjusted cash flow from operating
activities was $98.8 million ($0.59 per share) for the first
quarter of 2012 compared to $75.9 million ($0.45 per share) for the
same period in 2011.(1) -- Earnings were $32.6 million ($0.19 per
share) during the first quarter of 2012 compared to $42.5 million
($0.25 per share) for the same period in 2011. Excluding expenses
related to the acquisition of Provident (net of tax), earnings were
$48.4 million ($0.29 per share) for the first quarter of 2012. --
Adjusted earnings were $65.4 million ($0.39 per share) during the
first quarter of 2012 compared to $52.7 million ($0.32 per share)
in the first quarter of 2011.(1) -- Dividends declared were $65.7
million during the first quarter of 2012, representing $0.39 per
share ($0.13 per common share per month), compared to $65.1 million
in the first quarter of 2011 (no change in per share dividend
payments during these periods, as the recent dividend increase was
implemented subsequent to quarter end). Revenue, net of product
purchases, increased approximately 26 percent during the first
quarter of 2012 to $176.4 million compared to $140.6 million in the
first quarter of 2011. This was driven by strong performance in
each of Pembina's four businesses, particularly the Oil Sands &
Heavy Oil business which realized revenue of $43.1 million in the
first quarter of 2012 compared to $30.6 million in the first
quarter of 2011. This 41 percent increase was due to contributions
from the Nipisi and Mitsue pipelines, which began generating
returns in the third quarter of 2011. Pembina's Gas Services
business also generated higher revenue, contributing $19.1 million
during the first quarter of 2012, an increase of 27 percent
compared to $15 million in the first quarter of 2011. This increase
primarily reflects higher processing volumes at Pembina's Cutbank
Complex. In the Midstream & Marketing business, revenue, net of
product purchases, grew to $32.0 million during the first quarter
of 2012 from $25.8 million during the first quarter of 2011. This
24 percent increase was primarily due to higher volumes and
activity on Pembina's Peace Pipeline and Drayton Valley Pipeline
systems, stronger commodity prices for the majority of liquid
hydrocarbon products and wider margins. During the first quarter of
2012 and as a result of higher volumes on the majority of
Conventional Pipelines' largest pipeline systems, this business
generated revenue of $82.2 million which represents an increase of
approximately 19 percent from the $69.2 million in the same quarter
of 2011. Operating margin grew by more than 30 percent during the
quarter from $97.4 million during the first quarter of 2011 to
$127.9 million during the first quarter of 2012 as a result of
increases in all four businesses.((1)) The Oil Sands & Heavy
Oil business generated operating margin of $30.1 million in the
first quarter of 2012 compared to $19.3 million in the first
quarter of 2011 due to contributions from the Nipisi and Mitsue
pipelines. Operating margin was also positively impacted by the
Company's Gas Services business which saw an average processing
volume, net to Pembina, at the Cutbank Complex during the quarter
of 250.4 million cubic feet per day ("MMcf/d"), approximately 10
percent higher than the 228.3 MMcf/d processed during the first
quarter of 2011. As a result, this business contributed operating
margin of $13.0 million during the quarter compared to $10.3
million during the first quarter of 2011. The Midstream &
Marketing business contributed $29.6 million to operating margin
compared to $23.7 million during the first quarter of 2011, while
the Conventional Pipelines business realized operating margin for
the first quarter of 2012 of $54.6 million compared to $44.1
million during the same period of 2011. During the first quarter of
2012 and as a result of increased industry activity on the
Conventional Pipelines' major pipeline systems, throughput averaged
466.9 thousands of barrels per day ("mbpd") which is approximately
20 percent higher than the same period in 2011. Growth initiatives
in the first quarter included beginning construction at the plant
sites for both the Resthaven and Saturn gas plants. "This was a
strong quarter for Pembina and marks a major milestone in the
Company's history," said Mr. Michaleski. "Not only did we achieve
exceptional financial and operating results during the quarter, but
we also closed our acquisition of Provident shortly thereafter. We
know we have lots of work ahead of us to bring our two companies
together, but we are already beginning to see some of the benefits
we had predicted from the transaction because of the services we
can now provide our customers." Provident First Quarter
Highlights((2)()) Provident delivered strong 2012 first quarter
results which were in line with its first quarter of 2011, despite
softening propane pricing. Adjusted EBITDA((3)) was
approximately $61 million for the first quarter of 2012, consistent
with the first quarter of 2011. Natural gas liquids ("NGL") sales
volumes averaged approximately 126 mbpd, a seven percent increase
over the first quarter of 2011. Adjusted funds flow from
operations((4)) was also comparable to the first quarter of 2011 at
approximately $53 million for both the first quarter of 2012 and
2011. Total debt at March 31, 2012 was $532 million compared to
$510 million at December 31, 2011. Capital expenditures were $37
million in the first quarter of 2012 and were primarily directed
towards cavern development at the Redwater facility. Market frac
spread, which is the value received on the market for the sale of a
standard natural gas liquids ("NGL") barrel less the cost of the
natural gas from which the NGL was extracted, increased by 10
percent during the first quarter of 2012 over the first quarter of
2011 and reflects the reduced cost of natural gas which more than
offset reduced propane sales prices. Hedging Information Pembina
has posted updated hedging information on its website,
www.pembina.com, under "Investor Centre - Hedging". Conference Call
& Webcast Pembina will host a conference call Friday, May 4, at
9:00 a.m. MT (11:00 a.m. ET) to discuss details related to the
first quarter of 2012. The conference call dial-in numbers for
Canada and the U.S. are 647-427-7450 or 888-231-8191. A live
webcast of the conference call can be accessed on Pembina's website
under "Investor Centre - Presentation & Events," or by entering
http://event.on24.com/r.htm?e=453896&s=1&k=2C8C2F59CCA01EA3C57985701E6AA180
in your web browser. ____________________________ (1) EBITDA,
adjusted cash flow from operating activities, adjusted earnings and
operating margin are non-GAAP measures, see "Non-GAAP Measures".
(2) As Pembina did not own Provident during the first quarter of
2012, these results are not consolidated with Pembina's for this
period and the results provided are for information purposes only.
Provident's results will be consolidated with Pembina commencing in
the second quarter of 2012. (3) Adjusted EBITDA for the Provident
results is earnings before interest, taxes, depreciation,
amortization, and other non-cash items, and excludes hedge buy-out,
non-controlling interest and acquisition-related expenses. (4)
Adjusted funds flow from operations for the Provident results
excludes changes in non-cash operating working capital,
acquisition-related expenses, hedge buy-out and non-controlling
interest. MANAGEMENT'S DISCUSSION AND ANALYSIS The following
management's discussion and analysis ("MD&A") of the financial
and operating results of Pembina Pipeline Corporation ("Pembina" or
the "Company") is dated May 3, 2012 and is supplementary to, and
should be read in conjunction with, Pembina's condensed
consolidated unaudited interim financial statements for the period
ended March 31, 2012 ("Interim Financial Statements") as well as
Pembina's consolidated audited annual financial statements and
MD&A for the year ended December 31, 2011 (the "Consolidated
Financial Statements"). Management is responsible for preparing the
MD&A. This MD&A has been reviewed and recommended by the
Audit Committee of Pembina's Board of Directors and approved by its
Board of Directors. This MD&A contains forward-looking
statements (see "Forward-Looking Statements & Information") and
refers to financial measures that are not defined by Canadian
Generally Accepted Accounting Principles ("GAAP"). For more
information about the measures which are not defined by Canadian
Generally Accepted Accounting Principles, see "Non-GAAP Measures."
About Pembina With nearly 60 years experience, Calgary-based
Pembina Pipeline Corporation is a leading transportation and
service provider to North America's energy industry. Pembina has
leveraged its strong record of profitable growth to expand beyond
its core business of operating conventional crude oil and natural
gas liquids ("NGL") feeder pipelines. Today, Pembina owns and
operates pipelines that transport crude oil, NGL, diluent and
synthetic crude produced in western Canada; offers a full spectrum
of midstream and marketing services; and, has a strong presence in
the gas services sector. Pembina also owns an NGL infrastructure
and logistics business, with facilities strategically located in
western Canada and in the premium NGL markets in eastern Canada and
the United States. Pembina's integrated assets and commercial
operations enable it to offer services needed by the energy sector
along each step of the hydrocarbon value chain. Pembina is a
trusted member of the communities in which it operates and is
committed to generating value for its investors through operational
excellence: running its businesses in a safe, environmentally
responsible manner that is respectful of community stakeholders.
Strategy Pembina's goal is to provide highly competitive and
reliable returns to investors through monthly dividends while
enhancing the long-term value of its common shares. To achieve
this, Pembina's strategy is to: -- Generate value by providing
customers with safe, cost-effective, reliable services. --
Diversify Pembina's asset base to enhance profitability. A diverse
portfolio provides Pembina with the ability to respond to market
conditions, reduce risk and increase opportunities to leverage
existing businesses. A priority is placed on developing businesses
that support Pembina's core competency - operating crude oil and
NGL transportation systems, and gas gathering and processing
infrastructure - which allow for expansion, vertical integration
and accretive growth. -- Implement growth and conduct operations in
a safe and environmentally responsible manner. Growth is expected
to occur through expansion of existing businesses, acquisitions and
the development of new services. Pembina's investment criteria
include pursuing projects or assets that are expected to generate
increased cash flow per share and capture long-life, economic
hydrocarbon reserves. -- Maintain a strong balance sheet through
the application of prudent financial management to all business
decisions. Pembina is structured in four businesses: Conventional
Pipelines, Oil Sands & Heavy Oil, Gas Services and Midstream
& Marketing, which are described in their respective sections
of this MD&A. Acquisition of Provident Energy Ltd.
("Provident") On April 2, 2012, Pembina completed its acquisition
of Provident by way of a plan of arrangement pursuant to Section
193 of the Business Corporations Act (Alberta) (the "Arrangement").
Provident shareholders received 0.425 of a Pembina share for each
Provident share held (the "Provident Exchange Ratio"). In addition,
Pembina has assumed all of the rights and obligations of Provident
relating to the 5.75 percent convertible unsecured subordinated
debentures of Provident maturing December 31, 2017 ("Series E
Debentures") , and the 5.75 percent convertible unsecured
subordinated debentures of Provident maturing December 31, 2018
("Series F Debentures") . On closing of the acquisition, Pembina
listed its common shares, including those issued under the
Arrangement, on the New York Stock Exchange ("NYSE") under the
symbol "PBA". Pursuant to the Arrangement, Provident amalgamated
with a wholly-owned subsidiary of Pembina and was continued under
the name "Pembina NGL Corporation." Common Abbreviations The
following is a list of abbreviations that may be used in this
MD&A: Measurement bbl barrel bpd barrels per day mbpd thousands
of barrels per day boe barrels of oil equivalent boe/d barrels of
oil equivalent per day mboe thousands of barrels of oil equivalent
mboe/d thousands of barrels of oil equivalent per day MMcf millions
of cubic feet MMcf/d millions of cubic feet per day GJ gigajoule km
Kilometre Other WCSB Western Canadian Sedimentary Basin WTI West
Texas Intermediate (crude oil benchmark price) AECO Alberta gas
trading price USD United States dollars DRIP Premium Dividend™ and
Dividend Reinvestment Plan TSX Toronto Stock Exchange IFRS
International Financial Reporting Standards Financial &
Operating Overview (unaudited) ($ millions, except where 3
MonthsEnded noted) March31 2012 2011 Revenue 475.3 394.3 Operations
48.5 43.2 Product purchases 298.9 253.7 Operating margin(1) 127.9
97.4 Depreciation and amortization included in operations 21.7 14.9
Gross profit 106.2 82.5 Deduct/(add) General and administrative
expenses 17.6 14.7 Acquisition-related and other 22.1 Net finance
costs 23.2 14.0 Share of profit of investments in equity accounted
investee, net of tax (0.2) (2.2) Deferred income tax expense 10.9
13.5 Earnings for the period 32.6 42.5 Earnings per share - basic
and diluted (dollars) 0.19 0.25 Adjusted EBITDA(1) 111.6 87.2 Cash
flow from operating activities 65.3 74.5 Adjusted cash flow from
operating activities(1) 98.8 75.9 Dividends declared 65.7 65.1
Dividends per common share (dollars) 0.39 0.39 Capital expenditures
54.9 223.3 Total enterprise value(1)($ millions) 6,492.9 5,453.1
Total assets ($ millions) 3,351.9 3,153.3 Average throughput -
conventional (mbpd) 466.9 390.3 Contracted capacity - oil sands
(mbpd) 870.0 775.0 Average processing volume - gas services
(mboe/dnet to Pembina)(2) 41.7 38.1 Aggregate volumes (mboe/d) (2)
1,378.6 1,203.4 (1) Refer to "Non-GAAP Measures." (2) Gas Services
processing volumes converted to mboe/d from MMcf/d at a 6:1 ratio.
Revenue, net of product purchases, increased approximately 26
percent during the first quarter of 2012 to $176.4 million compared
to $140.6 million in the first quarter of 2011. This was driven by
strong performance in each of Pembina's four businesses,
particularly the Oil Sands & Heavy Oil business which realized
revenue of $43.1 million in the first quarter compared to $30.6
million in the first quarter of 2011. This 41 percent increase was
due to contributions from the Nipisi and Mitsue pipelines, which
began generating returns in the third quarter of 2011. Pembina's
Gas Services business also generated higher revenue, contributing
$19.1 million during the first quarter of 2012, which is an
increase of 27 percent compared to $15 million during in the first
quarter of 2011. This increase reflects higher processing volumes
at Pembina's Cutbank Complex. In the Midstream & Marketing
business, revenue, net of product purchases, grew to $32.0 million
during the first quarter of 2012, from $25.8 million during the
first quarter of 2011. This 24 percent increase was primarily due
to higher volumes and activity on Pembina's Peace Pipeline and
Drayton Valley Pipeline systems, stronger commodity prices for the
majority of liquid hydrocarbon products and wider margins. During
the first quarter of 2012 and as a result of higher volumes on the
majority of Conventional Pipelines' largest pipeline systems, this
business generated revenue of $82.2 million which represents an
increase of approximately 19 percent from the $69.2 million in the
same quarter of 2011. Operating expenses were $48.5 million during
the first quarter of 2012 compared to $43.2 million in the first
quarter of 2011. The 12 percent increase was primarily due to
increased variable costs associated with higher volumes and new
assets which are now in service. Operating margin totaled $127.9
million during the first quarter of 2012 compared to $97.4 million
during the first quarter of 2011 (operating margin is a Non-GAAP
measure, see "Non-GAAP Measures"). This increase was primarily due
to higher revenue, as discussed above. The increases in revenue and
operating margin contributed to gross profit of $106.2 million
during the first quarter of 2012 compared to $82.5 million during
the first quarter of 2011. General and administrative expenses
("G&A") of $17.6 million were incurred during the first quarter
of 2012 compared to $14.7 million during the first quarter of 2011
due to an increase in salaries and benefits for existing and new
employees and increased rent for new and expanded office space.
Every $1 change in share price is expected to change Pembina's
annual share-based incentive expense by $0.5 million. Pembina
generated earnings before interest, taxes, depreciation and
amortization, and acquisition-related expenses ("Adjusted EBITDA")
of $111.6 million during the first quarter of 2012 compared to
$87.2 million during the first quarter of 2011 (Adjusted EBITDA is
a Non-GAAP measure, see "Non-GAAP Measures"). The increase in
quarterly Adjusted EBITDA was due to strong operating results from
each business, new assets having been brought on-stream and new
services being offered during this period in 2012 compared to the
same period of 2011. Depreciation and amortization (operational)
increased to $21.7 million during the first quarter of 2012
compared to $14.9 million during the same period in 2011 which
reflects depreciation on new capital additions including the Nipisi
and Mitsue pipeline assets which began operating in the third
quarter of 2011. The Company's earnings were $32.6 million ($0.19
per share) during the first quarter of 2012 compared to $42.5
million ($0.25 per share) during the first quarter of 2011.
Earnings were impacted by $15.8 million (net of tax) of expenses
related to the acquisition of Provident, included in
acquisition-related and other expenses. Adjusted earnings were
$65.4 million ($0.39 per share) during the first quarter of 2012
compared to $52.7 million ($0.32 per share) during the first
quarter of 2011 (adjusted earnings is a Non-GAAP measure, see
"Non-GAAP Measures"). Cash flow from operating activities was $65.3
million ($0.39 per share) during the first quarter of 2012 compared
to $74.5 million ($0.45 per share) during the first quarter of
2011. The decrease in cash flow from operating activities is
primarily related to acquisition-related expenses of $21.1 million,
higher interest expenses and an increase in working capital during
the first quarter of 2012. Adjusted cash flow from operating
activities was $98.8 million ($0.59 share) during the first quarter
of 2012 compared to $75.9 million ($0.45 per share) during the
first quarter of 2011 (adjusted cash flow from operating activities
is a Non-GAAP measure, see "Non-GAAP Measures"). Operating Results
(unaudited) 3 MonthsEnded 3 Months Ended March 31, 2012 March 31,
2011 ($ millions) Net Revenue Operating Net Revenue Operating (1)
Margin(2) (1) Margin(2) Conventional 82.2 54.6 69.2 44.1 Pipelines
Oil Sands & 43.1 30.1 30.6 19.3 Heavy Oil Gas Services 19.1
13.0 15.0 10.3 Midstream & 32.0 29.6 25.8 23.7 Marketing
Corporate 0.6 Total 176.4 127.9 140.6 97.4 (1) Midstream &
Marketing revenue is net of $298.9 million in product purchase
expense for three months ended March 31, 2012 (three months ended
March 31, 2011: $253.7 million). (2) Refer to "Non-GAAP Measures."
Conventional Pipelines 3 MonthsEnded March 31 ($ millions, except
where noted) 2012 2011 Revenue 82.2 69.2 Operations 27.6 25.1
Operating margin(1) 54.6 44.1 Depreciation and amortization
included in operations 11.9 9.7 Gross profit 42.7 34.4 Capital
expenditures 11.1 16.7 Average throughput (mbpd) 466.9 390.3
Average revenue (dollar/bbl) 1.94 1.97 Operating expenses
(dollar/bbl) 0.62 0.69 (1) Refer to "Non-GAAP Measures." Business
Overview Pembina's Conventional Pipelines business comprises a
well-maintained and strategically located 7,500 km pipeline network
that extends across much of Alberta and British Columbia, and
transports approximately half of Alberta's conventional crude oil
production and approximately twenty percent of the NGL produced in
western Canada. The Conventional Pipelines business' primary
objective is to generate sustainable operating margins while
pursuing opportunities for increased throughput and revenue.
Pembina endeavors to maintain and/or improve operating margins by
capturing incremental volumes, expanding its pipeline systems,
managing revenues and adopting strong discipline over operating
expenses. Operational Performance: Throughput During the first
quarter of 2012, Conventional Pipelines throughput averaged 466.9
mbpd, consisting of an average of 281.4 mbpd of crude oil, 60.3
mbpd of condensate and 125.2 mbpd of NGL. This is approximately 20
percent higher than the same period of 2011 when average throughput
was 390.3 mbpd, primarily due to continued production growth from
regional resource play development in the Cardium (oil), Deep Basin
Cretaceous (NGL), Montney (oil/NGL) and Beaverhill Lake (oil)
formations. Pipeline receipts during the first quarter of 2012
increased on all of Pembina's major conventional pipeline systems
including the Drayton Valley, Peace, Swan Hills and Northern
systems. Financial Performance During the first quarter of 2012,
Conventional Pipelines generated revenue of $82.2 million,
representing an increase of 19 percent from the $69.2 million in
the same quarter of 2011. This is due to higher volumes on
Pembina's larger pipeline systems as discussed in more detail
above. During the first quarter, operating expenses were slightly
higher at $27.6 million compared to $25.1 million in the first
quarter of 2011 as a result of increased variable costs associated
with higher volumes and new assets which are now in service.
Operating margin for the first quarter of 2012 was $54.6 million
compared to $44.1 million during the same period of 2011. This 24
percent increase was primarily due to higher revenue and realized
operating efficiencies. Depreciation and amortization included in
operations increased from $9.7 million during the first quarter of
2011 to $11.9 million during the first quarter of 2012 reflecting
capital additions in this business. For the three months ended
March 31, 2012, gross profit was $42.7 million compared to $34.4
million during the same period in 2011 and is due to higher revenue
generated during the quarter, for the reasons discussed above.
Capital expenditures for the first quarter 2012 totaled $11.1
million compared to $16.7 million during the first quarter 2011.
The majority of this spending relates to the expansion of certain
pipeline assets as described below. New Developments: Conventional
Pipelines Liquids-Rich Natural Gas: Expansion of Peace and Northern
Pipelines Pembina is progressing plans to expand its NGL throughput
capacity on its Peace and Northern pipelines (together the
"Northern NGL System") by 55 mbpd (the "NGL Expansion") to
accommodate increased customer demand following strong drilling
results and increased field liquids extraction by area producers.
The NGL Expansion will require Pembina to install five new pump
stations and upgrade five existing pump stations. Pembina
expects the NGL Expansion will cost approximately $100 million and
is subject to reaching long-term commercial arrangements with its
customers and receiving regulatory and environmental approvals.
Assuming the commercial agreements and regulatory approvals are
achived in a timely manner, Pembina expects 20 mbpd of the NGL
Expansion can be brought into service by the end of 2012 and the
remaining 35 mbpd by the end of 2013. Pembina's Northern NGL System
is strategically located across liquids-rich natural gas production
areas in the WCSB and serves producers in the Deep Basin, Montney,
Cardium and emerging Duvernay Shale plays. Currently, the Northern
NGL System's capacity is 115 mbpd. As at the end of March 2012,
average daily throughput on the Northern NGL System was
approximately 104 mbpd. Once complete, the proposed NGL Expansion
will increase capacity on the Northern NGL System by 48 percent to
170 mbpd. Pembina has existing long-term contracts in place for a
portion of the capacity on its Northern NGL System and continues to
consult with its customers to increase the volumes under long-term,
firm service incentive contracts to underpin the NGL Expansion.
Drayton Valley Area In the area of the Cardium formation of west
central Alberta, Pembina continues to actively work with producers
on numerous connection and expansion opportunities. As of the end
of March 2012, the Company's Drayton Valley Pipeline system was
operating at over 90 percent capacity, transporting 130 mbpd with a
capacity of 145 mbpd under its existing configuration. Pembina
expects to complete the refurbishment of its Calmar booster station
in May, 2012 to add 50 mbpd of capacity to the Drayton Valley
mainline and bring the total capacity of the system to 195 mbpd.
Supporting Gas Services' Saturn and Resthaven Projects Pembina is
committed to its integrated strategy. To this end, the Conventional
Pipelines business is working closely with Gas Services to
construct the pipeline portions of the Saturn and Resthaven
gas plant projects. The two pipeline projects will gather NGL from
the gas plants for delivery to Pembina's Peace Pipeline system.
During the first quarter of 2012, Pembina continued its
consultation activities related to the right-of-way and pipeline
routing for both of these projects with First Nations, community
stakeholders and the appropriate regulators, and ordered long-lead
equipment for the pipeline and pump stations for both projects. Oil
Sands & Heavy Oil 3 MonthsEnded March31 ($ millions, except
where noted) 2012 2011 Revenue 43.1 30.6 Operations 13.0 11.3
Operating margin(1) 30.1 19.3 Depreciation and amortization
included in operations 4.9 1.9 Gross profit 25.2 17.4 Capital
expenditures 5.8 99.8 Capacity under contract (mbpd) 870.0 775.0
(1) Refer to "Non-GAAP Measures." Business Overview With five
pipelines in this business, Pembina plays an important role in
supporting Alberta's oil sands and heavy oil industry. Pembina is
the sole transporter of crude oil for Syncrude Canada Ltd. (via the
Syncrude Pipeline) and Canadian Natural Resources Ltd.'s Horizon
Project (via the Horizon Pipeline) to delivery points near
Edmonton, Alberta. Pembina also owns and operates the Cheecham
Lateral, which transports product to oil sands producers operating
southeast of Fort McMurray, Alberta. Pembina has expanded its Oil
Sands & Heavy Oil business by bringing the Nipisi and Mitsue
pipeline projects on-stream in June and July of 2011, which provide
transportation for producers operating in the Pelican Lake and
Peace River heavy oil regions of Alberta. The Mitsue Pipeline is
the sole provider of diluent by pipeline to this region. The Oil
Sands & Heavy Oil business operates approximately 1,650 km of
pipeline and accounts for about 30 percent of the total take-away
capacity from the Athabasca oil sands region. These assets operate
under long-term, extendible contracts that provide for the
flow-through of operating expenses to customers. As a result,
operating margin from this business is primarily related to
invested capital and is not sensitive to fluctuations in operating
expenses or actual throughputs. Operating Margin Syncrude Pipeline
The Syncrude Pipeline has a capacity of 389 mbpd and is fully
contracted to the owners of Syncrude Canada Ltd. under an
extendible agreement that expires in 2035. Operating margin
generated by the Syncrude Pipeline during the first quarter 2012
was $6.7 million, virtually unchanged from $6.5 million during the
same period in 2011. Cheecham Lateral Pembina's Cheecham Lateral
has a capacity of 136 mbpd and is fully contracted to shippers
under an agreement that expires in 2032. Operating margin generated
by the Cheecham Lateral during the first quarter of 2012 was $1.1
million, consistent with the results for the same period in 2011.
Horizon Pipeline The Horizon Pipeline has an ultimate capacity of
250 mbpd and is fully contracted to Canadian Natural Resources Ltd.
under an extendible agreement that expires in 2033. Operating
margin generated by the Horizon Pipeline during the first quarter
of 2012 was $11.2 million compared to $11.4 million during the same
period in 2011. Nipisi & Mitsue Pipelines In June and July of
2011, Pembina completed construction of its Nipisi and Mitsue
pipelines. Pembina is in the process of installing two remaining
pump stations which will bring the combined capacity to
approximately 120 mbpd. Operating margin generated by these assets
in the first quarter of 2012 was $10.5 million. Financial
Performance The Oil Sands & Heavy Oil business realized revenue
of $43.1 million in the first quarter compared to $30.6 million in
the first quarter of 2011. This 41 percent increase can largely be
attributed to the contributions from the Nipisi and Mitsue
pipelines, which began generating returns in the third quarter of
2011. Operating expenses in Pembina's Oil Sands & Heavy Oil
business were $13.0 million during the first quarter of 2012
compared to $11.3 million during the first quarter of 2011.
This increase primarily reflects the addition of the Nipisi and
Mitsue pipelines. For the three months ended March 31, 2012, gross
profit was $25.2 million compared to $17.4 million during the same
period in 2011, primarily due to results generated by the Nipisi
and Mitsue pipelines as discussed above. Depreciation and
amortization included in operations during the first quarter of
2012 totaled $4.9 million compared to $1.9 million during the same
period of the prior year. This increase is largely due to the
addition of the Nipisi and Mitsue pipelines. As of March 31, 2012,
capital expenditures within the Oil Sands & Heavy Oil business
totaled $5.8 million compared to $99.8 million during 2011. The
majority of Pembina's 2011 investment in this business related to
completing the Nipisi and Mitsue pipeline projects. Gas Services 3
MonthsEnded March 31 ($ millions, except where noted) 2012 2011
Revenue 19.1 15.0 Operations 6.1 4.7 Operating margin(1) 13.0 10.3
Depreciation and amortization included in operations 3.2 2.3 Gross
profit 9.8 8.0 Capital expenditures 34.0 15.6 Average processing
volume (mboe/d)(2) 41.7 38.1 (1) Refer to "Non-GAAP Measures." (2)
Average processing volume converted to mboe/d from MMcf/d at a 6:1
ratio. Business Overview Pembina's operations include a growing
natural gas gathering and processing business. Located
approximately 100 km south of Grande Prairie, Alberta, Pembina's
key revenue-generating Gas Services assets - the Cutbank Complex -
include 300 km of gathering lines and ownership in three sweet gas
processing plants with 360 million cubic feet per day ("MMcf/d") of
processing capacity (305 MMcf/d net to Pembina). The Cutbank
Complex is connected to Pembina's Peace Pipeline system and serves
an active exploration and production area in the WCSB. Construction
of Pembina's Musreau Deep Cut Facility, a new 205 MMcf/d ethane
extraction facility and the related 10 km pipeline, was completed
and the facility became operational in mid-February 2012. Pembina
is also expanding this business to meet the growing needs of
producers throughout west central Alberta who are looking to
capture the higher prices associated with NGL. See below for more
details. Financial Performance Gas Services recorded an increase in
revenue of approximately 27 percent during the first quarter of
2012, contributing $19.1 million compared to $15.0 million in the
first quarter of 2011. This increase primarily reflects higher
processing volumes at Pembina's Cutbank Complex. Average processing
volume, net to Pembina, was 250.4 MMcf/d during the first quarter
of 2012, nine percent higher than the 228.3 MMcf/d processed during
the first quarter of 2011. During the first quarter of 2012,
operating expenses were $6.1 million, an increase from the $4.7
million spent in the first quarter of 2011. This increase was
primarily due to variable costs incurred to process more volume at
the Cutbank Complex. Gas Services realized operating margin of
$13.0 million compared to $10.3 million during the same period of
the prior year, primarily as a result of handling more volume at
the Cutbank Complex. Depreciation and amortization included in
operations during the first quarter of 2012 totaled $3.2 million
compared to $2.3 million during the same period of the prior year,
primarily due to higher in-service capital balances from the
completion of the Musreau Deep Cut Facility. For the three months
ended March 31, 2012, gross profit was $9.8 million compared to
$8.0 million during the same period in 2011. For the three months
ended March 31, 2012, capital expenditures within Gas Services
totaled $34.0 million compared to $15.6 million during the same
period of 2011 as a result of spending to complete the Musreau Deep
Cut Facility, the expansion of the shallow cut facility at the
Cutbank Complex combined with capital expenditures incurred on the
Saturn and Resthaven enhanced NGL extraction facilities. For more
information about these and other new Gas Services projects, see
discussion below. Musreau Deep Cut Facility Pembina completed
construction and began operations at its Musreau Deep Cut Facility,
a 205 MMcf/d ethane extraction facility, mid-February 2012. The
Musreau Deep Cut Facility is currently experiencing an unplanned
outage. Pembina continues to process natural gas at its Musreau gas
plant, and as such, no producers have been shut-in as a result of
the outage. New Developments: Gas Services Pembina continues to see
significant growth opportunities resulting from the trend towards
liquids-rich gas drilling and the extraction of valuable NGL from
gas in the WCSB. The three expansions detailed below are expected
to bring Pembina's gas processing capacity to 890 MMcf/d (net),
including enhanced NGL extraction capacity of approximately 535
MMcf/d (net) which would be processed largely on a contracted,
fee-for-service basis and result in approximately 45 mbpd of
incremental NGL to be transported for additional toll revenue on
Pembina's conventional pipelines by the end of 2013. Expansion at
the Cutbank Complex: Musreau Shallow Cut Expansion Pembina is
expanding Musreau's shallow cut gas processing capability by 50
MMcf/d at an estimated cost of $17 million. The expansion is
expected to be in-service in July 2012. Once complete, the Cutbank
Complex is expected to have an aggregate raw gas processing
capacity of 410 MMcf/d (355 MMcf/d net to Pembina), an increase of
16 percent net to Pembina. In respect of this expansion, Pembina
has entered into contracts with a minimum term of five years with
area producers for the entire capacity of the expansion on a
fee-for-service basis. Resthaven Facility Pembina is developing a
combined shallow cut and deep cut NGL extraction facility (the
"Resthaven Facility") by modifying and expanding an existing gas
plant and is also constructing a pipeline to transport the
extracted NGL from the Resthaven Facility to Pembina's Peace
Pipeline System at an estimated cost of $230 million. Once
complete, Pembina will own approximately 65 percent of the
Resthaven Facility and will own 100 percent of the NGL pipeline.
Pembina expects the initial phase of the Resthaven Facility will
have a gross capacity of 200 MMcf/d and 13 mbpd of liquids
extraction capability, with ultimate processing capacity of 300
MMcf/d and 18 mbpd of liquids extraction capability. Subject to
regulatory and environmental approvals, Pembina expects these new
assets to be in-service in late 2013. As of the beginning of May
2012, Pembina has executed a Construction Agreement, ordered
long-lead equipment and begun plant site construction for the
project. Other activities related to the project include pipeline
stakeholder consultation, environmental planning, route selection,
engineering, and right-of-way surveying. Saturn Facility Pembina is
developing a $200 million 200 MMcf/d enhanced NGL extraction
facility (the "Saturn Facility") and associated NGL and gas
gathering pipelines in the Berland area of west central Alberta.
Once operational, Pembina expects the Saturn Facility will have the
capacity to extract up to 13.5 mbpd of NGL. Subject to regulatory
and environmental approval, Pembina expects the Saturn Facility and
associated pipelines to be in-service in the fourth quarter of
2013. As of the beginning of May 2012, Pembina has ordered 80
percent of the major, long-lead equipment for the project and begun
plant site construction. Pipeline environmental field assessments
have been completed, stakeholder consultation is ongoing, final
routing and work space requirements are being evaluated and
regulatory meetings are underway. Midstream & Marketing 3
MonthsEnded March 31(2) ($ millions) 2012 2011 Revenue 331.0 279.5
Operations 2.5 2.1 Product purchases 298.9 253.7 Operating
margin(1) 29.6 23.7 Depreciation and amortization included in
operations 1.7 0.9 Gross profit 27.9 22.8 Capital expenditures 2.3
90.3 (1) Refer to "Non-GAAP Measures." (2) Share of profit from
equity accounted investees not included inresults above. Business
Overview Pembina's Midstream & Marketing business consists of a
network of terminals, pipeline-connected storage and hub locations
situated at key sites across the Company's conventional pipeline
system. This includes the development of the Pembina Nexus Terminal
(as discussed below) as well as a 50 percent non-operated interest
in both the Fort Saskatchewan Ethylene Storage Facility and the
LaGlace Full Service Terminal. By providing integrated services
along the crude oil and NGL value chains, this business has
increased the range of services Pembina provides to customers and
contributes throughput to the Company's Conventional Pipelines and
Oil Sands & Heavy Oil businesses. The value potential
associated with terminal, storage and hub assets is dependent on
Pembina's ability to: provide connections to both downstream
pipelines and end-use markets; understand the value of the
commodities transported and terminalled; and provide flexibility
and a variety of storage options - all in an environment of a
liquid, dynamic, forward commodity market. Pembina actively
monitors market conditions to target revenue opportunities.
Performance In the Midstream & Marketing business, revenue, net
of product purchases, grew 24 percent to $32.0 million during the
first quarter of 2012 from $25.8 million during the first quarter
of 2011. This increase was primarily due to higher volumes and
activity on Pembina's pipeline systems, stronger commodity prices
for the majority of liquid hydrocarbon products and wider margins.
Operating expenses during the first quarter of 2012 were $2.5
million, up slightly from the $2.1 million in operating expenses
incurred in the first quarter of 2011. Operating margin was $29.6
million during the first quarter of 2012 compared to $23.7 million
during the first quarter of 2011. This increase was largely due to
the same factors that contributed to the increase in revenue, net
of product purchases, as discussed above. For the three months
ended March 31, 2012, gross profit in this business increased to
$27.9 million from $22.8 million during the same period in 2011.
This increase was a result of the higher operating margin realized
during the first quarter of 2012. For the three months ended March
31, 2012, capital expenditures within the Midstream & Marketing
business totaled $2.3 million compared to $90.3 million during the
same period of 2011. Capital spending in the first quarter of 2011
had included the acquisition of a terminalling and storage facility
near Edmonton, Alberta and the acquisition of linefill for the
Peace Pipeline. New Developments: Midstream & Marketing The
Company continues to develop the Pembina Nexus Terminal ("PNT"),
which has been designed to connect key infrastructure in the
Edmonton - Fort Saskatchewan - Namao, Alberta area. The assets that
comprise PNT are interconnected via pipelines to other Pembina
infrastructure as well as refineries and downstream terminals, and
will enable Pembina to create tailored products and services for
customers while facilitating growth opportunities for its other
business units. During the first quarter of 2012, Pembina increased
the interconnectivity of PNT by commissioning a connection to the
Enbridge Southern Lights diluent pipeline. Pembina anticipates
undertaking additional activities to further increase connectivity
to the terminal which would be completed over time, based on market
demand and customer needs. Pembina is also moving forward on its
plans to expand services at a number of its existing truck
terminals and construct new full-service terminals that focus on
emulsion treating (separating oil from impurities to meet shipping
quality requirements), produced water handling and water disposal.
In addition to earning fees for these services, Pembina's truck
terminals will secure volumes for its pipeline systems and generate
additional pipeline toll revenue. Fort Saskatchewan Ethylene
Storage Facility Three of the five ethylene storage caverns in
Pembina's Storage Facility in Fort Saskatchewan are currently out
of service and it is unlikely those caverns will be put back into
ethylene storage service. While alternative uses are being
considered, no assurance that future economic benefits from such
out-of-service caverns (or their disposal) can be given at this
time. Pembina has entered into agreements to wash a new ethylene
storage cavern and does not expect a reduction in cash flow. During
the quarter, Pembina provided a guarantee for its 50 percent share
of Fort Saskatchewan Ethylene Storage Limited Partnership's
("FSESLP") credit facility of $43 million. On March 28, 2012, the
loan receivable from FSESLP of $18.8 million was repaid in full.
Business Environment The first quarter of 2012 saw a 3.7 percent
increase in the S&P TSX Composite; however, the value of the
Index is down 12.2 percent since the same time a year ago. The
benchmark WTI oil price trended downward for most of January and
recovered through mid-February to March, but exited the quarter at
USD $96 which is comparable to early January prices. Canadian crude
(both light and heavy) suffered from higher-than-average price
differentials in the first quarter of 2012 due to increasing crude
supply, refinery downtime and export constraints. Furthermore, low
natural gas prices persisted as a result of strong natural gas
supply across North America and a relatively warm winter. The
opening AECO price in January was $2.59 per GJ, which declined 34
percent during the quarter to exit at $1.70 per GJ. The outlook for
the energy infrastructure sector in the WCSB remains positive for
all of Pembina's businesses. Strong activity levels within the oil
sands region represent opportunities for the Company to leverage
existing assets to capitalize on additional growth opportunities.
Pembina also continues to benefit from the combination of
relatively high oil prices and low natural gas prices which has
resulted in oil and gas producers extracting the liquids value from
their natural gas production and favouring liquids-rich natural gas
plays over dry natural gas. Pembina's Conventional Pipelines and
Gas Services businesses are well-positioned to capitalize on the
increased activity levels in key NGL-rich producing basins. Oil and
NGL plays being developed in the vicinity of its pipelines include
Cardium, Montney, Cretaceous, Duvernay and Swan Hills.
Non-Operating Expenses G&A G&A expenses of $17.6 million
were incurred during the first quarter of 2012 compared to $14.7
million during the first quarter of 2011 due to an increase in
salaries and benefits for existing and new employees and increased
rent for new and expanded office space. Every $1 change in share
price is expected to change Pembina's annual share-based incentive
expense by $0.5 million. Depreciation & Amortization
(Operational) Depreciation and amortization (operational) increased
to $21.7 million during the first quarter 2012 compared to $14.9
million during the same period of 2011 which reflects depreciation
on new capital additions including the Nipisi and Mitsue pipeline
assets which began operating in the third quarter of 2011.
Acquisition-Related and Other Acquisition-related expenses of $21.1
million include acquisition expenses of $13.1 million and $8.0
million on account of the required make whole payment for the
redemption of the senior secured notes. See "Liquidity and Capital
Resources." Net Finance Costs Net finance costs in the first
quarter of 2012 were $23.2 million compared to $14.0 million in the
first quarter of 2011. The net increase of $9.2 million relates
primarily to a $4.2 million increase in loans and borrowings
interest expense due to higher debt balances combined with a $4.8
million change in the fair value of financial derivatives. See Note
5 to the Interim Financial Statements for the period ended March
31, 2012. Deferred Income Tax Expense Deferred income taxes arise
from differences between the accounting and tax basis of assets and
liabilities. An income tax expense of $10.9 million was recorded in
the first quarter of 2012 compared to $13.5 million in the first
quarter of 2011. The change in income tax expense is consistent
with the change in earnings before income tax and equity accounted
investees. Liquidity & Capital Resources ($ millions) December
31, March31, 2012 2011 Working Capital (42.0)(1) (343.7)(1)
Variable rate debt(2) Bank debt 379.9 313.8 Variable rate debt
swapped to fixed (200.0) (200.0) Total variable rate debt
outstanding (average rate of 1.66%) 179.9 113.8 Fixed rate debt(2)
Senior secured notes 55.9 58.0 Senior unsecured notes 642.0 642.0
Senior unsecured term debt 75.0 75.0 Senior unsecured medium term
note 250.0 250.0 Variable rate debt swapped to fixed 200.0 200.0
Total fixed rate debt outstanding (average rate of 5.65%) 1,222.9
1,225.0 Convertible debentures (2) 299.8 299.8 Finance lease
liability 5.5 5.6 Total debt and debentures outstanding 1,708.1
1,644.2 Cash and unutilized debt facilities(3) 449.1 235.1 (1) As
at March 31, 2012, working capital includes senior secured notes of
$55.9 million. As at December 31, 2011, working capital includes
$310 million of current, non-revolving unsecured credit facilities.
(2) Face value. (3) Based on the $800 million credit facility.
Pembina anticipates cash flow from operating activities will be
more than sufficient to meet its short-term operating obligations
and fund its targeted dividend level. On March 20, 2012, Pembina
successfully negotiated a new unsecured $800 million credit
facility and subsequently cancelled its previous $500 million
credit facility. In connection with the closing of the Arrangement
on April 2, 2012, Pembina increased the $800 million facility to
$1.5 billion for a term of five years. Upon closing of the
Arrangement, Pembina used the facility, in part, to repay
Provident's revolving term credit facility of $205 million.
Further, Pembina re-negotiated its operating facility to $30
million from $50 million. In the medium-term, funds required for
capital projects are expected to be sourced from cash and
unutilized debt facilities totaling $449.1 million as at March 31,
2012 and Pembina believes, based on its successful access to
financing in the debt and equity markets during the past several
years, that it would likely continue to have access to funds at
attractive rates. Additionally, Pembina has reinstated its DRIP as
of the January 25, 2012 record date to help fund its ongoing
capital program (see "Common Share Information" for further
details). Management remains satisfied that the leverage employed
in Pembina's capital structure is sufficient and appropriate given
the characteristics and operations of the underlying asset base.
Management may make adjustments to Pembina's capital structure as a
result of changes in economic conditions or the risk
characteristics of the underlying assets. To maintain or modify
Pembina's capital structure in the future, Pembina may renegotiate
new debt terms, repay existing debt and seek new borrowing and/or
issue equity. Pembina's credit facilities at March 31, 2012
consisted of an unsecured $800 million revolving credit facility
due March 2017 and an operating facility of $30 million due July
2013. Borrowings on the revolving credit facility bear interest at
prime lending rates plus nil percent to 1.25 percent or Bankers'
Acceptances rates plus 1.00 percent to 2.25 percent. Margins on the
Bankers' Acceptances rate are based on the credit rating of
Pembina's senior unsecured debt. Current borrowings on the
operating facility bear interest at prime lending rates plus nil
percent to 1.25 percent or Bankers' Acceptances rates plus 1.00
percent to 2.25 percent. There are no repayments due over the term
of these facilities. As at March 31, 2012, Pembina had $379.9
million drawn on bank debt and $3.2 million in letters of credit
and $2.2 million in cash, leaving $449.1 million of unutilized debt
facilities on the $830.0 million of established bank facilities.
Other debt includes $55.9 million in fixed rate senior secured
notes due 2017; $75 million in senior unsecured term debt due 2014;
$175 million in senior unsecured notes due 2014; $267 million in
senior unsecured notes due 2019; $200 million in senior unsecured
notes due 2021; and, $250 million in medium term notes due 2021. On
March 27, 2012, a redemption notice for the senior secured notes
was distributed for a redemption date of April 30, 2012. Pembina
has recognized an estimated $8.0 million on account of the make
whole payment, which has been included in acquisition-related and
other expenses. At March 31, 2012, Pembina had loans and borrowing
(excluding amortization, letters of credit and finance lease
liabilities) of $1,402.8 million. Pembina's senior debt to total
capital at March 31, 2012 was 53 percent. Pembina considers the
maintenance of an investment grade credit rating as important to
its ongoing ability to access capital markets on attractive terms.
On March 30, 2012, DBRS lowered the BBB (high) ratings of the
senior unsecured notes and the 7.38 percent senior secured notes of
Pembina to 'BBB'. On April 3, 2012, subsequent to the end of the
first quarter, Standard & Poor's lowered its ratings, including
its 'BBB+' long-term corporate credit rating on Pembina to 'BBB'
following closing of the Arrangement (see "Acquisition of Provident
Energy Ltd."). These ratings are not recommendations to purchase,
hold or sell the securities in as much as such ratings do not
comment as to market price or suitability for a particular
investor. There is no assurance any rating will remain in effect
for any given period of time or that any rating will not be revised
or withdrawn entirely by a rating agency in the future if, in its
judgment, circumstances so warrant. Assumption of rights related to
the Provident Debentures On closing of the Arrangement on April 2,
2012 (subsequent to the end of the first quarter), Pembina assumed
all of the rights and obligations of Provident relating to the 5.75
percent convertible unsecured subordinated debentures of Provident
maturing December 31, 2017 , and the 5.75 percent convertible
unsecured subordinated debentures of Provident maturing December
31, 2018 . Outstanding Provident debentures at April 2, 2012 were
$345 million. Capital Expenditures 3 MonthsEnded March 31 ($
millions) 2012 2011 Development capital Conventional 11.1 16.7
Pipelines Oil Sands & 5.8 99.8 Heavy Oil Gas Services 34.0 15.6
Midstream & 2.3 90.3 Marketing Corporate/other 1.7 0.9 projects
Total development 54.9 223.3 capital During the first quarter of
2012, capital expenditures were $54.9 million compared to $223.3
million during the same three month period in 2011. Capital
expenditures in the first quarter of 2011 were significantly higher
than the first quarter of 2012 due to construction of the Nipisi
and Mitsue pipelines and the acquisition of midstream assets in the
Edmonton, Alberta area (related to PNT) and linefill for the Peace
Pipeline system. The majority of the capital expenditures in the
first quarter of 2012 were in Gas Services as a result of spending
to complete the Musreau Deep Cut Facility, the expansion of the
shallow cut facility at the Cutbank Complex combined with capital
expenditures incurred on the Saturn and Resthaven enhanced NGL
extraction facilities. Contractual Obligations at March 31, 2012 ($
thousands) PaymentsDue ByPeriod Contractual Less than After
Obligations Total 1 year 1 - 3years 4 - 5years 5 years Office and
vehicle leases 71,906 8,575 11,979 8,015 43,337 Loans and
borrowings (1) 1,784,726 122,038 385,850 458,329 818,509
Convertible debentures (1) 449,280 17,250 51,750 34,500 345,780
Construction commitments 386,378 300,033 86,345 Provisions 414,078
3,666 2,749 503 407,160 Total contractual obligations 3,106,368
451,562 538,673 501,347 1,614,786 (1) Excluding deferred financing
costs and finance leases included under "office and vehicle
leases". Pembina is, subject to certain conditions, contractually
committed to the construction and operation of the Musreau Deep Cut
Facility at its Cutbank Complex, the Musreau Shallow Cut Expansion,
the Saturn Facility and the Resthaven Facility and the remaining
capital expenditure associated with the Nipisi and Mitsue
pipelines. See "Forward-Looking Statements & Information."
Critical Accounting Estimates The preparation of the Interim
Financial Statements in conformity with IFRS requires management to
make judgments, estimates and assumptions that are based on the
circumstances and estimates at the date of the financial statements
and affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. Actual results
may differ from these estimates. Judgments, estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognized in the period in which the
estimates are revised and in any future periods affected. Please
refer to the "Critical Accounting Estimates" section of Pembina's
MD&A for the year ended December 31, 2011 for more information.
Changes in Accounting Principles and Practices For a discussion of
future changes to Pembina's IFRS accounting policies, see Pembina's
MD&A for the year ended December 31, 2011. Common Share
Information( (1)) As at and for the 3 months ended ($ thousands,
except where March 31, March 31, noted) May 1,2012(2) 2012 2011
Trading volume and value Total volume (shares) 23,866,463
59,689,803 17,781,372 Average daily volume (shares) 1,136,498
947,601 286,796 Value traded 700,109 1,648,021 390,673 Shares
outstanding (shares) 286,146,286 169,029,860 167,122,897 Closing
share price (dollars) 29.73 28.18 22.94 Market value Shares
8,507,121 4,763,266 3,833,802 5.75% convertible debentures
(PPL.DB.C) 331,257(3) 326,760(4) 308,250(5) 5.75% convertible
debentures (PPL.DB.E)(6) 210,002(7) 5.75% convertible debentures
(PPL.DB.F)(6) 190,181(8) Market capitalization 9,238,560 5,090,026
4,142,052 Senior debt 1,622,549 1,402,890 1,311,017 Total
enterprise value(9) 10,861,109 6,492,916 5,453,069 (1) Trading
information in this table reflects the activity of Pembina
securities on the TSX. (2) Based on 21 trading days from April 1,
2012 to May 1, 2012 inclusive. (3) $299.8 million principal amount
of 5.75 percent convertible debentures (PPL.DB.C) outstanding at a
market price of $110.50 at May 1, 2012 and with a conversion price
of $28.55. (4) $299.8 million principal amount of 5.75 percent
convertible debentures (PPL.DB.C) outstanding at a market price of
$109.00 at March 31, 2012. (5) $300 million principal amount of
5.75 percent convertible debentures (PPL.DB.C) outstanding at a
market price of $102.75 at March 31, 2011. (6) Pursuant to the
Arrangement, Pembina assumed the rights and obligations of
Provident debentures, which are listed on the TSX under PPL.DB.E
and PPL.DB.F. (7) $172.5 million principal amount of 5.75 percent
convertible debentures (PPL.DB.E) outstanding at a market price of
$121.74 at May 1, 2012 and with a conversion price of $24.94. (8)
$172.5 million principal amount of 5.75 percent convertible
debentures (PPL.DB.F) outstanding at a market price of $110.25 at
May 1, 2012 and with a conversion price of $29.53. (9) Refer to
"Non-GAAP Measures." As indicated in the table above, the total
market value of Pembina's outstanding securities was $5.1 billion
at March 31, 2012 and issued and outstanding shares of Pembina rose
to 169.0 million by the end of the first quarter 2012, compared to
167.1 million in the same period of 2011. Dividends Pembina
announced on January 16, 2012 that following closing of the
Arrangement it would increase its monthly dividend rate 3.8 percent
from $0.13 per share per month (or $1.56 annualized) to $0.135 per
share per month (or $1.62 annualized). Pembina is committed to
providing increased shareholder returns over time by providing
stable dividends and, where appropriate, further increases in
Pembina's dividend, subject to compliance with applicable laws and
the approval of Pembina's Board of Directors. Pembina has a history
of delivering dividend increases once supportable over the long
term by the underlying fundamentals of Pembina's businesses as a
result of, among other things, accretive growth projects or
acquisitions (see "Forward-Looking Statements & Information").
Dividends are payable if, as, and when declared by Pembina's Board
of Directors. The amount and frequency of dividends declared and
payable is at the discretion of the Board of Directors, which will
consider earnings, capital requirements, the financial condition of
Pembina and other relevant factors. Eligible Canadian investors may
benefit from an enhanced dividend tax credit afforded to the
receipt of dividends, depending on individual circumstances.
Dividends paid to eligible U.S. investors should qualify for the
reduced rate of tax applicable to long-term capital gains but
investors are encouraged to seek independent tax advice in this
regard. DRIP Pembina has reinstated the DRIP as of January 25,
2012. Beginning with the dividend payable on February 15, 2012,
eligible Pembina shareholders have the opportunity to receive, by
reinvesting the cash dividends declared payable by Pembina on their
shares, either: (i) additional common shares at a discounted
subscription price equal to 95 percent of the Average Market Price
(as defined in the DRIP), pursuant to the "Dividend Reinvestment
Component" of the DRIP, or (ii) premium cash payment (the "Premium
Dividend™") equal to 102 percent of the amount of reinvested
dividends, pursuant to the "Premium Dividend™ Component" of the
DRIP. Additional information about the terms and conditions of the
DRIP can be found at www.pembina.com. Participation in the DRIP for
March 2012 was 65 percent of common shares outstanding for proceeds
of approximately $14.4 million. Listing on the NYSE On April 2,
2012, Pembina listed its common shares, including those issued
under the Arrangement, on the NYSE under the symbol "PBA". Risk
Factors Management has identified the primary risk factors that
could potentially have a material impact on the financial results
and operations of Pembina. Such risk factors are presented in the
MD&A for the year ended December 31, 2011 and in Pembina's
Annual Information Form for the year ended December 31, 2011. These
documents are available on www.pembina.com and in Canada under
Pembina's company profile on www.sedar.com. Selected Quarterly
Financial Information 2012 2011 2010 ($ millions, except where
noted) Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Revenue 475.3 468.0 302.9 511.5
394.3 290.2 266.6 386.4 289.0 Operations 48.5 55.1 55.9 37.8 43.2
42.3 40.0 37.2 36.4 Product purchases 298.9 308.2 146.6 363.4 253.7
161.7 148.4 261.9 163.1 Operating margin 127.9 104.7 100.4 110.3
97.4 86.2 78.2 87.3 89.5 Depreciation and amortization Included in
operations 21.7 19.5 17.8 15.8 14.9 15.6 15.3 15.3 15.5 Gross
profit 106.2 85.2 82.6 94.5 82.5 70.6 62.9 72.0 74.0 Adjusted
EBITDA (1) 111.6 87.0 86.8 103.1 87.2 79.1 68.1 78.0 85.6 Cash flow
from operating activities 65.3 74.3 88.0 50.4 74.5 54.6 66.6 69.6
66.5 Cash flow from operating activities per common share ($ per
share) 0.39 0.44 0.53 0.30 0.45 0.33 0.41 0.43 0.41 Adjusted cash
flow from operating activities(1) 98.8 57.3 90.8 81.8 75.9 62.6
67.6 63.0 73.3 Adjusted cash flow from operating activities per
common share(1) ($ per share) 0.59 0.34 0.54 0.49 0.45 0.39 0.41
0.38 0.44 Earnings for the period 32.6 45.1 30.1 48.0 42.5 55.2
28.6 37.7 52.2 Earnings per common share ($ per share): Basic 0.19
0.27 0.18 0.29 0.25 0.34 0.19 0.23 0.32 Diluted 0.19 0.27 0.18 0.29
0.25 0.33 0.19 0.23 0.32 Common shares outstanding (millions):
Weighted average (basic) 168.3 167.4 167.6 167.3 167.0 165.0 164.0
163.2 161.8 Weighted average (diluted) 168.9 168.2 168.2 168.0
167.6 171.7 166.9 166.2 165.2 End of period 169.0 167.9 167.7 167.5
167.1 166.9 164.5 163.6 162.2 Dividendsdeclared 65.7 65.4 65.4 65.3
65.1 64.6 64.0 63.8 62.8 Dividends per common share ($ per share):
0.39 0.39 0.39 0.39 0.39 0.39 0.39 0.39 0.39 (1) Refer to "Non-GAAP
measures." Selected Quarterly Operating Information 2012 2011 2010
Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Average throughput (thousands of bpd)
Total Conventional Throughput 466.9 422.8 430.4 411.4 390.3 375.0
361.4 370.4 389.3 Oil Sands & Heavy Oil(1) 870.0 870.0 775.0
775.0 775.0 775.0 775.0 775.0 775.0 Gas Services Processing
(mboe/d)(2) 41.7 44.0 41.3 39.6 38.1 38.0 36.0 36.9 36.2 Aggregate
volumes (mboe/d) 1,378.6 1,336.8 1,246.7 1,226.0 1,203.4 1,188.0
1,172.4 1,182.3 1,200.5 (1) Oil Sands & Heavy Oil throughput
refers to contracted capacity. (2) Converted to mboe/d from MMcf/d
at a 6:1 ratio. Additional Information Additional information
relating to Pembina, including its Annual Information Form,
Management Information Circular and financial statements can be
found at www.pembina.com or at www.sedar.com. Non-GAAP Measures
Throughout this MD&A, Pembina has used the following terms that
are not defined by GAAP but are used by management to evaluate
performance of Pembina and its business. Since certain Non-GAAP
financial measures may not have a standardized meaning, securities
regulations require that Non-GAAP financial measures are clearly
defined, qualified and reconciled to their nearest GAAP measure.
Earnings before interest, taxes, depreciation and amortization
("EBITDA") EBITDA is commonly used by management, investors and
creditors in the calculation of ratios for assessing leverage and
financial performance and is calculated as results from operating
activities plus share of profit from equity accounted investees
(before tax) plus depreciation and amortization (included in
operations and general and administrative expense). Adjusted EBITDA
is EBITDA excluding acquisition-related expenses in connection with
the Arrangement. 3 Months Ended March 31 ($ millions, except per
share amounts) 2012 2011 Results from operating activities 66.5
67.8 Add: Share of profit from equity accounted investees 1.5 4.3
(before tax, depreciation and amortization) Depreciation and
amortization 22.5 15.1 EBITDA 90.5 87.2 Add: Acquisition-related
expenses 21.1 Adjusted EBITDA 111.6 87.2 EBITDA per common share -
basic (dollars) 0.54 0.52 Adjusted EBITDA per common share - basic
0.66 0.52 (dollars) Adjusted earnings Adjusted earnings is commonly
used by management for assessing and comparing financial
performance each reporting period and is calculated as earnings
before tax excluding unrealized hedging activities and
acquisition-related expenses in connection with the Arrangement
plus share of profit from equity accounted investees (before tax).
3 Months Ended March 31 ($ millions, except per share amounts) 2012
2011 Earnings before income tax and equity accounted 43.3 53.8
investees Add (deduct): Change in fair value of derivatives 0.7
(4.0) Share of profit of investments in equity 0.2 2.2 accounted
investees (after tax) Tax on share of profit of investments in
equity 0.1 0.7 accounted investees Acquisition-related expenses
21.1 Adjusted earnings 65.4 52.7 Adjusted earnings per common share
- basic 0.39 0.32 (dollars) Adjusted cash flow from operating
activities Adjusted cash flow from operating activities is commonly
used by management for assessing financial performance each
reporting period and is calculated as cash flow from operating
activities plus the change in non-cash working capital and
excluding acquisition-related expenses. 3 Months Ended March 31 ($
millions, except per share amounts) 2012 2011 Cash flow from
operating activities 65.3 74.5 Add (deduct): Change in non-cash
working capital 12.4 1.4 Acquisition-related expenses 21.1 Adjusted
cash flow from operating activities 98.8 75.9 Adjusted cash flow
from operating activities per 0.59 0.45 common share - basic
(dollars) Operating margin Operating margin is commonly used by
management for assessing financial performance and is calculated as
gross profit less operating expense and product purchases.
Reconciliation of operating margin to gross profit: 3 Months Ended
March 31 ($ millions) 2012 2011 Revenue 475.3 394.3 Cost of sales:
Operations 48.5 43.2 Product purchases 298.9 253.7 Operating margin
127.9 97.4 Depreciation and amortization included in 21.7 14.9
operations Gross profit 106.2 82.5 Total enterprise value Total
enterprise value, in combination with other measures, is used by
management and the investment community to assess the overall
market value of the business. Total enterprise value is calculated
based on the market value of common shares and convertible
debentures at a specific date plus senior debt. Management believes
these supplemental Non-GAAP measures facilitate the understanding
of Pembina's results from operations, leverage, liquidity and
financial positions. Investors should be cautioned that EBITDA,
Adjusted EBITDA, adjusted earnings, adjusted cash flow from
operating activities, operating margin and total enterprise value
should not be construed as alternatives to net earnings, cash flow
from operating activities or other measures of financial results
determined in accordance with GAAP as an indicator of Pembina's
performance. Furthermore, these Non-GAAP measures may not be
comparable to similar measures presented by other issuers.
Forward-Looking Statements & Information In the interest of
providing our shareholders and potential investors with information
regarding Pembina, including management's assessment of our future
plans and operations, certain statements contained in this MD&A
constitute forward-looking statements or information (collectively,
"forward-looking statements") within the meaning of the "safe
harbour" provisions of applicable securities legislation .
Forward-looking statements are typically identified by words such
as "anticipate", "continue", "estimate", "expect", "may", "will",
"project", "should", "believe", "plan", "intend", "design",
"target", "undertake", "view", "indicate", "maintain", "explore",
"entail", "schedule", "objective", "strategy", "likely",
"potential", "envision", "aim", "outlook", "propose" and similar
expressions suggesting future events or future performance. By
their nature, such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause
actual results or events to differ materially from those
anticipated in such forward-looking statements. Pembina believes
the expectations reflected in those forward-looking statements are
reasonable but no assurance can be given that these expectations
will prove to be correct and such forward-looking statements
included in this MD&A should not be unduly relied upon. These
statements speak only as of the date of the MD&A. In
particular, this MD&A contains forward-looking statements,
including certain financial outlook, pertaining to the following:
-- the future levels of cash dividends that Pembina intends to pay
to its shareholders; -- capital expenditure estimates, plans,
schedules, rights and activities and the planning, development,
construction, operations and costs of pipelines, gas service
facilities, terminalling, storage and hub facilities and other
facilities or energy infrastructure, including, but not limited to,
in relation to the Pembina Nexus Terminal, the expansions at the
Cutbank Complex's Musreau Gas Plant, the proposed Resthaven
Facility and the proposed Saturn Facility, the proposed expansion
plans to strengthen Pembina's transportation service options that
it provides to producers developing the Cardium oil formation
located in Central Alberta, the expansion of throughput capacity on
the Northern NGL System and the proposed expansion of a number of
existing truck terminals and construction of new full service
terminals; -- future expansion of Pembina's pipelines and other
infrastructure; -- pipeline, processing and storage facility and
system operations and throughput levels; -- oil and gas industry
exploration and development activity levels; -- Pembina's strategy
and the development of new business initiatives; -- expectations
regarding Pembina's ability to raise capital and to carry out
acquisition, expansion and growth plans; -- treatment under
governmental regulatory regimes including environmental regulations
and related abandonment and reclamation obligations; -- future
results of operations from Provident's business following the
completion of the Arrangement; -- future G&A expenses at
Pembina; -- increased throughput potential due to increased
activity and new connections and other initiatives on Pembina's
pipelines; -- future cash flows, potential revenue and cash flow
enhancements across Pembina's businesses and the maintenance of
operating margins; -- tolls and tariffs and transportation, storage
and services commitments and contracts; -- cash dividends and the
tax treatment thereof; -- operating risks (including the amount of
future liabilities related to pipeline spills and other
environmental incidents) and related insurance coverage and
inspection and integrity systems; -- the expected capacity of the
proposed Resthaven Facility and the proposed Saturn Facility; --
expectations regarding in-service dates for new developments,
including the Resthaven Facility, the Saturn Facility and the
Northern NGL System; -- expectations regarding incremental NGL
volumes to be transported on Pembina's conventional pipelines by
the end of 2013 as a result of new developments in Pembina's Gas
Services business; -- the possibility of renegotiating debt terms,
repayment of existing debt, seeking new borrowing and/or issuing
equity; -- expectations regarding participation in Pembina's DRIP;
and -- competitive conditions. Various factors or assumptions are
typically applied by Pembina in drawing conclusions or making the
forecasts, projections, predictions or estimations set out in
forward-looking statements based on information currently available
to Pembina. These factors and assumptions include, but are not
limited to: -- the success of Pembina's operations; -- prevailing
commodity prices and exchange rates; -- the availability of capital
to fund future capital requirements relating to existing assets and
projects, including but not limited to future capital expenditures
relating to expansion, upgrades and maintenance shutdowns; --
future operating costs; -- in respect of the proposed Resthaven
Facility and the proposed Saturn Facility and their estimated
in-service dates of late 2013 and the fourth quarter of 2013,
respectively; that all required regulatory and environmental
approvals can be obtained on the necessary terms in a timely
manner, that counterparties will comply with contracts in a timely
manner; that there are no unforeseen events preventing the
performance of contracts or the completion of such facilities; that
such facilities will be fully supported by long-term firm service
agreements accounting for the entire designed throughput at such
facilities at the time of such facilities' completion, that there
are no unforeseen construction costs related to the facilities; and
that there are no unforeseen material costs relating to the
facilities which are not recoverable from customers; -- in respect
of the expansion of NGL throughput capacity on the Northern NGL
System and the estimated in-service dates with respect to the same;
that Pembina will receive regulatory approval; that Pembina will
reach satisfactory long-term arrangements with customers with
respect to the Northern NGL System; that counterparties will comply
with contracts in a timely manner; that there are no unforeseen
events preventing the performance of contracts by Pembina; that
there are no unforeseen construction costs related to the
expansion; and that there are no unforeseen material costs relating
to the pipelines that are not recoverable from customers; -- in
respect of the stability of Pembina's dividend; prevailing
commodity prices, margins and exchange rates; that Pembina's future
results of operations will be consistent with past performance and
management expectations in relation thereto; that Provident's
results will be consistent with past performance following the
acquisition of Provident by Pembina, the continued availability of
capital at attractive prices to fund future capital requirements
relating to existing assets and projects, including but not limited
to future capital expenditures relating to expansion, upgrades and
maintenance shutdowns; the success of growth projects; future
operating costs; that counterparties to material agreements will
continue to perform in a timely manner; that there are no
unforeseen events preventing the performance of contracts; and that
there are no unforeseen material construction or other costs
related to current growth projects or current operations; -- in
respect of other developments, expansions and capital expenditures
planned, including the proposed expansion of a number of existing
truck terminals and construction of new full service terminals, the
expectation of additional NGL volumes being transported on the
convention pipelines, the proposed expansion of the Musreau Gas
Plant's shallow cut gas processing capability and the proposed
expansion plans to strengthen Pembina's transportation service
options that it provides to producers developing the Cardium oil
formation located in Central Alberta, that counterparties will
comply with contracts in a timely manner; that there are no
unforeseen events preventing the performance of contracts by
Pembina; that there are no unforeseen construction costs; and that
there are no unforeseen material costs relating to the
developments, expansions and capital expenditures which are not
recoverable from customers; -- the future exploration for and
production of oil, NGL and natural gas in the capture area around
Pembina's conventional and midstream and marketing assets,
including new production from the Cardium formation in western
Alberta, the demand for gathering and processing of hydrocarbons,
and the corresponding utilization of Pembina's assets; and --
prevailing regulatory, tax and environmental laws and regulations.
The actual results of Pembina could differ materially from those
anticipated in these forward-looking statements as a result of the
material risk factors set forth below: -- the regulatory
environment and decisions; -- the impact of competitive entities
and pricing; -- labour and material shortages; -- reliance on key
alliances and agreements; -- the strength and operations of the oil
and natural gas production industry and related commodity prices;
-- non-performance or default by counterparties to agreements which
Pembina or one or more of its affiliates has entered into in
respect of its business; -- actions by governmental or regulatory
authorities including changes in tax laws and treatment, changes in
royalty rates or increased environmental regulation; --
fluctuations in operating results; -- adverse general economic and
market conditions in Canada, North America and elsewhere, including
changes in interest rates, foreign currency exchange rates and
commodity prices; -- the failure to realize the anticipated
benefits of the Arrangement; -- the failure to integrate the
businesses of Pembina and Provident; and -- the other factors
discussed under "Risk Factors" in Pembina's Management's Discussion
and Analysis for the year ended December 31, 2011 and in Pembina's
current Annual Information Form available under Pembina's profile
at www.sedar.com. These factors should not be construed as
exhaustive. Unless required by law, Pembina does not undertake any
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Any forward-looking statements contained herein are
expressly qualified by this cautionary statement. CONDENSED
CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION (unaudited)
March 31 December 31 ($ thousands) Note 2012 2011 Assets Current
assets Cash and cash equivalents 2,247 Trade and other receivables
150,770 148,267 Derivative financial 3,328 4,643 instruments
Inventory 2,451 21,235 158,796 174,145 Non-current assets Property,
plant and equipment 2 2,774,742 2,747,530 Intangible assets 248,730
243,904 Investments in equity accounted 159,827 161,002 investees
Derivative financial 1,765 1,807 instruments Other receivables
8,073 10,814 3,193,137 3,165,057 Total Assets 3,351,933 3,339,202
Liabilities and Shareholders' Equity Current liabilities Bank
indebtedness 676 Trade payables and accrued 116,174 166,646
liabilities Dividends payable 21,974 21,828 Loans and borrowings 3
58,070 323,927 Derivative financial 4,593 4,725 instruments 200,811
517,802 Non-current liabilities Loans and borrowings 3 1,340,084
1,012,061 Convertible debentures 289,657 289,365 Derivative
financial 12,320 12,813 instruments Employee benefits 15,882 16,951
Share-based payments 5,633 14,060 Deferred revenue 2,367 2,185
Provisions 409,377 405,433 Deferred tax liabilities 117,840 106,915
2,193,160 1,859,783 Total Liabilities 2,393,971 2,377,585
Shareholders' Equity Share capital 4 1,841,235 1,811,734 Deficit
(868,077) (834,921) Accumulated other comprehensive (15,196)
(15,196) income 957,962 961,617 Total Liabilities and 3,351,933
3,339,202 Shareholders' Equity See accompanying notes to
consolidated financial statements CONDENSED CONSOLIDATED INTERIM
STATEMENT OF COMPREHENSIVE INCOME (unaudited) 3 Months Ended March
31 ($ thousands, except per share amounts) Note 2012 2011 Revenues
475,262 394,293 Cost of sales 369,052 311,801 Gross profit 6
106,210 82,492 General and administrative 17,577 14,646
Acquisition-related and other 22,131 80 39,708 14,726 Results from
operating activities 66,502 67,766 Finance income (266) (8,633)
Finance costs 23,518 22,577 Net finance costs 5 23,252 13,944
Earnings before income tax and equity 43,250 53,822 accounted
investees Share of profit of investments in (172) (2,190) equity
accounted investees, net of tax Deferred income tax expense 10,870
13,520 Earnings and total comprehensive income for 32,552 42,492
the period Earnings per share Basic and diluted earnings per share
0.19 0.25 (dollars) See accompanying notes to consolidated
financial statements CONDENSED CONSOLIDATED INTERIM STATEMENT OF
CHANGES IN EQUITY (unaudited) 3 Months Ended March 31 ($ thousands)
Note 2012 2011 Share Capital Balance, beginning of period 1,811,734
1,794,536 Dividend reinvestment plan 28,001 Share-based payment
transactions 1,503 3,986 Other (3) (5) Balance, end of period 4
1,841,235 1,798,517 Deficit Balance, beginning of period (834,921)
(739,351) Earnings for the period 32,552 42,492 Dividends declared
(65,708) (65,145) Balance, end of period (868,077) (762,004) Other
Comprehensive Income (Loss) Balance, beginning of period (15,196)
(4,577) Balance, end of period (15,196) (4,577) Total
Shareholders'Equity 957,962 1,031,936 See accompanying notes to
consolidated financial statements CONDENSED CONSOLIDATED INTERIM
STATEMENTS OF CASH FLOWS (unaudited) 3 Months Ended March 31 ($
thousands) Note 2012 2011 Cash provided by (used in): Operating
activities: Earnings for the period 32,552 42,492 Adjustments for:
Depreciation and amortization 22,512 15,104 Net finance costs 5
23,252 13,944 Share of profit of investments in (172) (2,190)
equity accounted investees (net of tax) Deferred income tax expense
10,870 13,520 Share-based payments 3,610 3,978 Employee future
benefits expense 1,431 1,198 Other 314 83 Changes in non-cash
working capital (12,429) (1,451) Distributions from investments in
equity 4,145 1,448 accounted investees Decommissioning liability
expenditures (1,057) (1,036) Employer future benefit contributions
(2,500) (2,000) Interest paid (17,194) (10,612) Cash flow from
operating activities 65,334 74,478 Financing activities: Bank
borrowings 66,861 40,000 Repayment of senior secured notes (2,087)
(1,942) Repayment of finance leases (635) (570) Issuance of debt
250,000 Financing fees (2,791) (1,702) Exercise of stock options
1,036 3,820 Issue of shares under Dividend 28,001 Reinvestment Plan
Dividends paid (65,562) (65,116) Cash flow from financing
activities 24,823 224,490 Investing activities: Net capital
expenditures (87,234) (207,578) Cash flow used in investing
activities (87,234) (207,578) Change in cash 2,923 91,390 Cash
(bank indebtedness), beginning of period (676) 125,397 Cash and
cash equivalents, end of period 2,247 216,787 See accompanying
notes to consolidated financial statements NOTES TO THE CONDENSED
CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) 1. REPORTING
ENTITY Pembina Pipeline Corporation ("Pembina" or the "Company") is
an energy transportation and service provider domiciled in Canada.
The condensed consolidated interim financial statements ("Interim
Financial Statements") include the accounts of the Company, its
wholly owned subsidiary companies, partnerships and any interests
in associates and jointly controlled entities as at and for the
three months ending March 31, 2012. These Interim Financial
Statements and the notes thereto have been prepared in accordance
with IAS 34 - Interim Financial Reporting. They do not include all
of the information required for full annual financial statements
and should be read in conjunction with the consolidated financial
statements of the Company as at and for the year ended December 31,
2011. The Interim Financial Statements were authorized for issue by
the Board of Directors on May 3, 2012. Pembina owns or has
interests in pipelines and related facilities to transport crude
oil, condensate and natural gas liquids, gather and process natural
gas; and provide midstream services in Alberta and British
Columbia. 2. PROPERTY, PLANT AND EQUIPMENT Land and Facilities
Linefill Assets ($ Land and and Under thousands) Rights Pipelines
Equipment Other Construction Total Cost Balance at 67,219 2,500,027
528,620 200,726 307,358 3,603,950 December 31, 2011 Additions 3,452
91,254 829 (40,607) 54,928 Transfers 1 795 41,886 (34,690) (7,992)
Disposals (5,000) (324) (20) (294) (5,638) and other Balance at
62,220 2,503,950 661,740 166,571 258,759 3,653,240 March 31, 2012
Depreciation Balance at 4,088 707,095 92,998 52,239 856,420
December 31, 2011 Depreciation 69 16,313 4,767 1,189 22,338
Transfers 3,935 21,915 (25,850) Disposals (14) (8) (238) (260) and
other Balance at 4,157 727,329 119,672 27,340 878,498 March 31,
2012 Carrying amounts At December 63,131 1,792,932 435,622 148,487
307,358 2,747,530 31, 2011 At March 31, 58,063 1,776,621 542,068
139,231 258,759 2,774,742 2012 Leased asset The Company leases
vehicles under a finance lease agreement. At March 31, 2012 the net
carrying amount of leased vehicles was $5.4 million (December 31,
2011: $5.6 million). Property, plant and equipment under
construction For the quarter ended March 31, 2012, capitalized
borrowing costs related to the construction of the new pipelines or
facilities amounted to $2.7 million (2011: $3.4 million),
with capitalization rates ranging from 4.68 percent to 4.77 percent
(2011: 5.14 percent to 5.29 percent). Commitments At March 31,
2012, the Company has contractual commitments for the acquisition
and or construction of property, plant and equipment of $386.4
million (March 31, 2011: $255.5 million). 3. LOANS AND BORROWINGS
This note provides information about the contractual terms of the
Company's interest-bearing loans and borrowings, which are measured
at amortized cost. Carrying value terms and debt repayment schedule
Terms and conditions of outstanding loans were as follows: March
31, Dec. 31, ($ thousands) 2012 2011 Available Nominal Year of
facilities interest maturity rate Carrying amount(3) prime + 0.50
Operating or BA(2) + facility(1) 30,000 1.50 2013 3,139 Revolving
prime + 0.50 unsecured credit or BA(2) + facility 800,000(4) 1.50
2017 377,254 309,981 Senior unsecured 75,000 6.16 2014 74,694
74,658 term facility Senior unsecured 175,000 5.99 2014 174,516
174,462 notes - Series A Senior unsecured 200,000 5.58 2021 196,724
196,638 notes - Series C Senior unsecured 267,000 5.91 2019 265,453
265,403 notes - Series D Senior secured 55,890 7.38 2017 55,434
57,499 notes Senior unsecured 250,000 4.89 2021 248,597 248,558
medium term notes Finance lease 5,482 5,650 liabilities Total
1,852,890 1,398,154 1,335,988 interest-bearing liabilities Less
current (58,070) (323,927) portion Total 1,340,084 1,012,061
non-current ((1)) Operating facility expected to be renewed on
an annual basis. ((2)) Bankers Acceptance. ((3)) Deferred
financing fees are all classified as non-current. Non-current
carrying amount of facilities are net of deferred financing fees.
((4)) Available facility increased to $1.5 billion effective
April 2, 2012. On March 27, 2012 a redemption notice for the senior
secured notes was distributed with a redemption date of April 30,
2012. 4. SHAREHOLDERS' EQUITY Shareholder's capital ($
thousands, except share Number Shareholder'sCapital amounts)
Balance December 31, 2011 167,908,271 1,811,734 Exercise of stock
options 61,919 1,503 Dividend reinvestment plan 1,059,670 28,001
Other (3) Balance March 31, 2012 169,029,860(1) 1,841,235 (1)
Weighted average number of common shares outstanding for the three
months ended March 31, 2012 is 168.3 million (March 31, 2011: 167.0
million). On a fully diluted basis, the weighted average number of
common shares outstanding for the three months ended March 31, 2012
is 168.9 million (March 31, 2011: 167.6 million). Dividends
The following dividends were declared and paid by the Company: 3
Months Ended March 31 ($ thousands) 2012 2011 $0.39 per qualifying
common share (2011: $0.39) 65,708 65,145 On April 12, 2012,
Pembina's Board of Directors declared a dividend for April of $38.6
million, representing $0.135 per qualifying common share ($1.62
annualized) which is a 3.8 percent increase from the prior dividend
rate. 5. NET FINANCE COSTS 3 Months Ended ($ thousands) March 31
2012 2011 Interest income on: Loans to related parties(1) 263 190
Bank deposits 3 105 Foreign exchange gains 80 Change in fair value
of derivatives 8,258 Finance income 266 8,633 Interest expense on
financial liabilities measured at amortized cost: Loans and
borrowings 15,416 11,165 Convertible debentures 4,605 4,567 Finance
leases 105 96 Unwinding of discount 2,474 2,512 Realized loss on
power derivatives 156 Change in fair value of derivatives 731 4,237
Foreign exchange losses 31 Finance costs 23,518 22,577 Net finance
costs 23,252 13,944 (1) The Company was funding its share of the
construction of new assets for its equity accounted investment and
had recorded a $17.9 million receivable from related party as at
December 31, 2011. The loan was repaid in full on March 28, 2012.
6. OPERATING SEGMENTS 3 Months Ended March 31, 2012 Oil Midstream
Conventional Sands & Gas & ($ thousands) Pipelines(1) Heavy
Oil Services Marketing Corporate Total Revenue from external
customers: Pipeline 82,171 43,097 125,268 transportation
Terminalling, 330,943 330,943 storage and hub services Gas Services
19,051 19,051 Total revenue 82,171 43,097 19,051 330,943 475,262
Cost of sales: Operations 27,575 13,001 6,027 2,509 (635) 48,477
Product purchases 298,895 298,895 Operating margin 54,596 30,096
13,024 29,539 635 127,890 Depreciation and 11,945 4,892 3,162 1,681
21,680 amortization (operational) Gross profit 42,651 25,204 9,862
27,858 635 106,210 Depreciation and amortization included in
general and administrative 832 832 Other general and 898 940 522
1,287 13,098 16,745 administrative Acquisition-related 1,234 (131)
11 (1) 21,018 22,131 and other Reportable segment results 40,519
24,395 9,329 26,572 (34,313) 66,502 from operating activities Net
finance costs 4,746 477 170 603 17,256 23,252 Reportable segment
35,773 23,918 9,159 25,969 (51,569) 43,250 earnings before tax
Share of profit of investments in equity accounted investees, net
of tax 172 172 Reportable segment assets 669,512 1,115,434 514,453
413,335(2) 639,199 3,351,933 Capital expenditures 11,115 5,833
33,966 2,310 1,704 54,928 Reportable segment 311,805 96,328 52,937
10,241 1,922,660 2,393,971 liabilities (1) 4.5 percent of
Conventional Pipelines revenue is under regulated tolling
arrangements. (2) Includes investments in equity accounted
investees of $159,827. 3 Months Ended March 31, Oil 2011 Sands&
Midstream Conventional Heavy Gas & ($ thousands) Pipelines(1)
Oil Services Marketing Corporate Total Revenue from external
customers: Pipeline 69,256 30,547 99,803 transportation
Terminalling, 279,516 279,516 storage and hub services Gas Services
14,974 14,974 Total revenue 69,256 30,547 14,974 279,516 394,293
Cost of sales: Operations 25,214 11,206 4,690 2,094 43,204 Product
purchases 253,742 253,742 Operating margin 44,042 19,341 10,284
23,680 97,347 Depreciation and 9,757 1,943 2,288 867 14,855
amortization (operational) Gross profit 34,285 17,398 7,996 22,813
82,492 Depreciation and amortization included in general and
administrative 249 249 Other general and 1,286 597 1,141 1,187
10,186 14,397 administrative Acquisition-related 42 6 15 17 80 and
other Reportable segment results 32,957 16,801 6,849 21,611
(10,452) 67,766 from operating activities Net finance costs (2,734)
316 313 4,238 11,811 13,944 Reportable segment 35,691 16,485 6,536
17,373 (22,263) 53,822 earnings before tax Share of profit
investments in equity accounted investees, net of tax 2,190 2,190
Reportable segment assets 878,882 891,068 386,616 385,102(2)
611,678 3,153,346 Capital expenditures 16,698 99,763 15,626 90,345
850 223,282 Reportable segment 236,302 75,296 45,123 20,434
1,744,255 2,121,410 liabilities (1) 5.8 percent of Conventional
Pipelines revenue is under regulated tolling arrangements. (2)
Includes investments in equity accounted investees of $189,341. 7.
RELATED PARTY TRANSACTIONS During the quarter, Pembina provided a
guarantee for its 50 percent share of Fort Saskatchewan Ethylene
Storage Limited Partnership's ("FSESLP") credit facility of $43
million. On March 28, 2012, the loan receivable from FSESLP of
$18.8 million was repaid in full. 8. SUBSEQUENT EVENTS On April 2,
2012, Pembina acquired all of the outstanding Provident Energy Ltd.
("Provident") common shares (the "Provident Shares") in exchange
for Pembina common shares valued at approximately $3.3 billion
("Provident Acquisition") to create an integrated company that will
be a leading player in the North American energy infrastructure
sector. Provident shareholders received 0.425 of a Pembina common
share for each Provident Share held for a total of 116,535,750
Pembina common shares. On closing, Pembina assumed all of the
rights and obligations of Provident relating to the 5.75 percent
convertible unsecured subordinated debentures of Provident maturing
December 31, 2017, and the 5.75 percent convertible unsecured
subordinated debentures of Provident maturing December 31, 2018
(collectively, the "Provident Debentures"). Outstanding Provident
Debentures at April 2, 2012 were $345 million. Pursuant to the
respective trust indenture, Pembina was required to make a
repurchase offer for the Provident Debentures at 100 percent of
their principal values plus accrued and unpaid interest, which took
place on April 24, 2012. Should a holder of Provident Debentures
elect not to accept the repurchase offer, the debentures will
remain outstanding and mature as originally set out in their
respective indentures. Pursuant to the Arrangement, Provident
amalgamated with a wholly-owned subsidiary of Pembina and has
continued under the name "Pembina NGL Corporation". The preliminary
purchase price allocation is estimated as follows: ($ billions)
Property, plant and equipment 2.0 Intangibles 2.5 Long-term debt
(0.5) Other long term liabilities (0.7) 3.3 The preliminary
purchase price allocation for the Provident acquisition is based
upon preliminary information and will be adjusted for information
obtained subsequently. Upon finalization of the accounting for the
acquisition for Provident, the actual amounts assigned to the fair
values of the identifiable assets, liabilities and goodwill
acquired may differ materially from the preliminary purchase price
allocation. In connection with the closing of the Arrangement,
Pembina's unsecured revolving credit facility with a syndicate of
Canadian banking institutions was increased from $800 million
to $1.5 billion for a term of five years. Upon closing of the
Provident acquisition, Pembina repaid Provident's revolving term
credit facility of $205 million. The Pembina Shares were listed and
began trading on the New York Stock Exchange under the symbol "PBA"
on April 2, 2012. On April 12, 2012, Pembina's Board of Directors
declared a dividend for April of $38.6 million, representing $0.135
per qualifying common share ($1.62 annualized) which is a 3.8
percent increase from the prior dividend rate. CORPORATE
INFORMATION HEAD OFFICE Pembina Pipeline Corporation Suite 3800,
525 - 8th Avenue S.W. Calgary, Alberta T2P 1G1 AUDITORS KPMG LLP
Chartered Accountants Calgary, Alberta TRUSTEE, REGISTRAR &
TRANSFER AGENT Computershare Trust Companyof Canada Suite 600, 530
- 8th Avenue SW Calgary, Alberta T2P 3S8 1-800-564-6253 STOCK
EXCHANGE Pembina Pipeline Corporation TSX listing symbols for:
Common shares: PPL Convertible debentures: PPL.DB.C, PPL.DB.E,
PPL.DB.F NYSE listing symbol for: Common shares: PBA ANNUAL GENERAL
MEETING Shareholders are invited to attend Pembina's annual general
meeting on Tuesday, May 22, 2012 at 2 pm (Calgary time). The
meeting will be held in the Main Ballroom, The Metropolitan Centre,
333 - 4th Avenue SW Calgary, Alberta.
Pembina Pipeline Corporation CONTACT: INVESTOR INQUIRIES Phone:
(403) 231-7500Fax: (403) 237-0254Toll Free 1-888-428-3222Email:
investor-relations@pembina.comWebsite: www.pembina.com
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