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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-7320
ANR PIPELINE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-1281775
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Renaissance Center
Detroit, Michigan 48243-1902
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (313) 496-0200
---------------------------
Registrant meets the conditions set forth in General Instructions H(1)(a)
and (b) of Form 10-Q and is therefore filing this report with reduced disclosure
format.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _____
As of April 30, 1999, there were outstanding 1,000 shares of common stock
of the Registrant, $100 par value per share, its only class of common stock.
None of the voting stock of the Registrant is held by nonaffiliates.
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<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
The financial statements of ANR Pipeline Company and its subsidiaries (the
"Company" or "ANR Pipeline") are presented herein and are unaudited, except for
balances as of December 31, 1998, and therefore are subject to year-end
adjustments; however, all adjustments which are, in the opinion of management,
necessary for a fair statement of the results of operations for the periods
covered have been made. The adjustments which have been made are of a normal
recurring nature. Such results are not necessarily indicative of results to be
expected for the year due to seasonal variations and market conditions affecting
natural gas deliveries.
ANR PIPELINE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1999 1998
--------------- --------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents............................................... $ 3.2 $ 3.4
Notes receivable from related party..................................... 208.8 156.1
Accounts receivable:
Others............................................................... 7.5 20.7
Related parties...................................................... 17.4 25.2
Materials and supplies, at average cost................................. 27.9 27.8
Current deferred income taxes........................................... 25.3 25.0
----------- -----------
290.1 258.2
----------- -----------
Property, Plant and Equipment, at cost..................................... 3,416.4 3,446.6
Less - Accumulated depreciation......................................... 2,164.9 2,165.0
----------- -----------
1,251.5 1,281.6
----------- -----------
Other Assets:
Investment in related parties:
Pipeline partnerships................................................ 50.4 51.1
Other................................................................ 68.3 68.3
Deferred charges and other.............................................. 24.4 29.0
----------- -----------
143.1 148.4
----------- -----------
$ 1,684.7 $ 1,688.2
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
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<PAGE>
ANR PIPELINE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<TABLE>
<CAPTION>
March 31, December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY 1999 1998
--------------- --------------
(Unaudited)
<S> <C> <C>
Current Liabilities:
Accounts payable:
Others............................................................... $ 65.6 $ 77.6
Related parties...................................................... 7.7 11.5
Taxes on income......................................................... 44.8 37.8
Other taxes............................................................. 17.6 24.1
Other................................................................... 57.3 50.0
----------- -----------
193.0 201.0
----------- -----------
Long-Term Debt ............................................................ 498.0 497.9
----------- -----------
Deferred Credits and Other:
Accumulated deferred income taxes....................................... 186.7 174.4
Other deferred credits:
Others............................................................... 83.8 103.3
Related parties...................................................... 7.6 8.0
----------- -----------
278.1 285.7
----------- -----------
Common Stock and Other Stockholder's Equity:
Common stock, $100 par value, authorized, issued and outstanding
1,000 shares......................................................... .1 .1
Additional paid-in capital.............................................. 466.2 466.2
Retained earnings....................................................... 249.3 237.3
----------- -----------
715.6 703.6
----------- -----------
$ 1,684.7 $ 1,688.2
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
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<PAGE>
ANR PIPELINE COMPANY AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED EARNINGS
(Millions of Dollars)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------
1999 1998
--------- ---------
(Unaudited)
<S> <C> <C>
Revenues:
Storage and transportation:
Others......................................................................... $ 158.8 $ 206.7
Related parties................................................................ 5.1 2.4
Other revenues:
Others......................................................................... 20.8 22.5
Related parties................................................................ 6.4 9.3
--------- ---------
191.1 240.9
--------- ---------
Costs and Expenses:
Operation and maintenance:
Others......................................................................... 51.0 82.7
Related parties................................................................ 17.3 15.9
Depreciation and amortization..................................................... 9.1 8.8
Interest expense.................................................................. 11.7 13.4
Taxes on income................................................................... 38.0 30.2
--------- ---------
127.1 151.0
--------- ---------
Net Earnings......................................................................... $ 64.0 $ 89.9
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
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<PAGE>
ANR PIPELINE COMPANY AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS
(Millions of Dollars)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------
1999 1998
--------- ---------
(Unaudited)
<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings...................................................................... $ 64.0 $ 89.9
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation and amortization............................................... 9.2 8.9
Net decrease (increase) in working capital:
Others.................................................................... 10.3 ( 39.4)
Related parties........................................................... 4.4 ( 5.6)
Net increase in other assets/liabilities.................................... ( 4.1) ( .3)
--------- ---------
Total adjustments......................................................... 19.8 ( 36.4)
--------- ---------
Net cash provided by operating activities................................... 83.8 53.5
--------- ---------
Cash Flows from Investing Activities:
(Increase) decrease in note receivable from related party......................... ( 52.7) 38.1
Capital expenditures.............................................................. ( 15.9) ( 13.3)
Proceeds from the sale of plant to related party.................................. 37.2 -
--------- ---------
Net cash (used in) provided by investing activities......................... ( 31.4) 24.8
--------- ---------
Cash Flows from Financing Activities:
Dividend paid..................................................................... ( 52.0) ( 80.0)
Other .......................................................................... ( .6) -
--------- ---------
Net cash used in financing activities....................................... ( 52.6) ( 80.0)
--------- ---------
Net Decrease in Cash and Cash Equivalents............................................ ( .2) ( 1.7)
Cash and Cash Equivalents at Beginning of Period..................................... 3.4 5.2
--------- ---------
Cash and Cash Equivalents at End of Period........................................... $ 3.2 $ 3.5
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
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<PAGE>
ANR PIPELINE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
For additional information relative to operations and financial position,
reference is made to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998. Certain reclassifications of prior period
statements have been made to conform with current reporting practices. The
effect of the reclassifications was not material to the Company's consolidated
financial position, results of operations or cash flows.
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("FAS 133"), to be effective for all fiscal quarters of fiscal years
beginning after June 15, 1999. FAS 133 requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. The accounting for changes
in the fair value of a derivative will depend on the intended use of the
derivative and the resulting designation. The Company is currently evaluating
the impact, if any, of FAS 133.
The Company adopted American Institute of Certified Public Accountants
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities"
("SOP 98-5"), in 1999. The application of SOP 98-5 did not have a material
effect on the Company's consolidated financial statements.
Supplemental information relative to the Statement of Consolidated Cash
Flows includes the following: The Company made cash payments for interest, net
of interest capitalized, of $5.5 million and $7.1 million for the three-month
periods ended March 31, 1999 and 1998, respectively. Cash payments for income
taxes amounted to $18.9 million and $23.1 million for the three-month periods
ended March 31, 1999 and 1998, respectively.
2. Income Taxes
Provisions for income taxes were as follows (millions of dollars):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------
1999 1998
--------- ---------
(Unaudited)
<S> <C> <C>
Federal Income Taxes:
Currently payable............................................................ $ 23.6 $ 19.9
Deferred..................................................................... 11.2 5.2
------- -------
34.8 25.1
State and City Income Taxes..................................................... 3.2 5.1
------- -------
$ 38.0 $ 30.2
======= =======
</TABLE>
3. Common Stock
All of the issued and outstanding common stock of the Company is owned by
American Natural Resources Company, a wholly owned subsidiary of Coastal Natural
Gas Company. Coastal Natural Gas Company is a wholly owned subsidiary of The
Coastal Corporation ("Coastal"). Therefore, earnings and cash dividends per
common share have no significance and are not presented.
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<PAGE>
4. Litigation, Environmental and Regulatory Matters
Litigation Matters
In October 1996, Coastal, along with certain of its affiliates, including
ANR Pipeline, was named as a defendant in a suit filed by several former and
current African American employees in the United States District Court, Southern
District of Texas (the "Texas suit"). The Texas suit alleges racially
discriminatory employment policies and practices. Coastal and its affiliates
vigorously deny these allegations and have filed responsive pleadings.
Plaintiffs' counsel are seeking to have the Texas suit certified as a class
action of all former and current African American employees and initially
claimed compensatory and punitive damages of $400 million. In February 1999, in
response to Coastal's motion to deny class certification, plaintiffs' counsel
obtained permission from the Court to delete all claims for compensatory and
punitive damages and to seek equitable relief only.
In January 1998, the plaintiffs in the Texas suit amended their suit to
exclude ANR Pipeline employees from the potential class. A new suit was then
filed in state court in Wayne County, Michigan, seeking to have the Michigan
suit certified as a class action of African American employees of ANR Pipeline
and seeking unspecified damages as well as attorneys and expert fees. The
Company has filed responsive pleadings denying these allegations.
In 1996, Jack Grynberg filed a claim under the False Claims Act on behalf
of the U.S. government in the U.S. District Court, District of Columbia, against
70 defendants, including ANR Pipeline and another subsidiary of Coastal. The
suit sought damages for the alleged underpayment of royalties due to the
purported improper measurement of gas. The 1996 suit was dismissed without
prejudice in March 1997 and the dismissal was affirmed by the D.C. Court of
Appeals in October 1998. In September 1997, Mr. Grynberg filed 77 separate,
similar False Claims Act suits against natural gas transmission companies and
producers, gatherers, and processors of natural gas, seeking unspecified
damages. ANR Pipeline, Coastal and several other Coastal subsidiaries have been
included in two of the September 1997 suits. The suits were filed in both the
U.S. District Court, District of Colorado and the U.S. District Court, Eastern
District of Michigan. In April 1999, the United States Department of Justice
notified the Company that the United States will not intervene in these cases.
Numerous other lawsuits and other proceedings which have arisen in the
ordinary course of business are pending or threatened against the Company or its
subsidiaries. Although no assurances can be given and no determination can be
made at this time as to the outcome of any particular lawsuit or proceeding, the
Company believes there are meritorious defenses to substantially all such claims
and that any liability which may finally be determined should not have a
material adverse effect on the Company's consolidated financial position or
results of operations.
Environmental Matters
The Company's operations are subject to extensive and evolving federal,
state and local environmental laws and regulations which may affect such
operations and costs as a result of their effect on the construction, operation
and maintenance of its pipeline facilities. Compliance with such laws and
regulations can be costly. Additionally, governmental authorities may enforce
the laws and regulations with a variety of civil and criminal enforcement
measures, including monetary penalties and remediation requirements.
The Comprehensive Environmental Response, Compensation and Liability Act,
also known as "Superfund," imposes liability for the release of a "hazardous
substance" into the environment. Superfund liability is imposed without regard
to fault and even if the waste disposal was in compliance with the then current
laws and regulations. With the joint and several liability imposed under
Superfund, a potentially responsible party ("PRP") may be required to pay more
than its proportional share of such costs. The Company has been named as a PRP
in four Superfund waste disposal sites. At these sites, there is sufficient
information to estimate total cleanup costs of approximately $54 million and the
Company estimates its pro-rata exposure, to be paid over a period of several
years, is approximately $.4 million.
In Michigan, where the Company has extensive operations, the Environmental
Response Act requires individuals (including corporations) who have caused
contamination to remediate the contamination to regulatory standards. Owners or
operators of contaminated property who did not cause the contamination are not
required to remediate the contamination, but must exercise due care in their use
of the property so that the contamination is not exacerbated and
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<PAGE>
the property does not pose a threat to human health. ANR Pipeline estimates that
its costs to comply with the Michigan regulations will be approximately $10
million, which will be expended over a period of several years and for which
appropriate provisions have been made.
In October 1998, the EPA announced a "Finding of Significant Contribution
and Rulemaking for Certain states in the Ozone Transport Assessment Group Region
for Purposes of Reducing Regional Transport of Ozone" ("NOx SIP Call"). The NOx
SIP Call requires 22 states, including eight states in which ANR Pipeline
operates, and the District of Columbia to submit state implementation plans
("SIP Plans"), with each state showing how it intends to reduce NOx emissions
from sources located within its borders to specified levels. States have until
September 1999 to submit SIP Plans to the EPA, and reduction measures must be in
place by May 1, 2003. Under the provisions of the NOx SIP Call, if a state fails
to submit approvable SIP Plans by the September 1999 deadline, the EPA has the
authority to impose reductions upon specific sources within the state. The NOx
SIP Call is the subject of legal proceedings instituted by nine of the affected
states and numerous affected industries. ANR Pipeline operates compressor
engines that emit nitrogen oxide and is, therefore, potentially subject to any
state or EPA rules issued under the NOx SIP Call. Until the states have
submitted approvable SIP Plans, the Company will not be able to reasonably
estimate the amount of any obligation resulting from this ruling.
Future information and developments, including legislative and enforcement
developments, will require the Company to continually reassess the expected
impact of these environmental matters. However, the Company has evaluated its
total environmental exposure based on currently available data, including its
potential joint and several liability, and believes that compliance with all
applicable laws and regulations will not have a material adverse impact on the
Company's consolidated financial position or results of operations.
Regulatory Matters
On July 29, 1998, the Federal Energy Regulatory Commission ("FERC") issued
a "Notice of Proposed Rulemaking," in which the FERC has proposed a number of
further significant changes to the industry, including, among other things,
removal of price caps in the short-term market (less than one year), capacity
auctions, changed reporting obligations, the ability to negotiate terms and
conditions of all services, elimination of the requirement of a matching term
cap on the renewal of existing contracts and a review of its policies for
approving capacity construction. On the same day, the FERC also issued a "Notice
of Inquiry" soliciting industry input on various matters affecting the pricing
of long-term service and certificate pricing in light of changing market
conditions. The FERC has indicated that it may consider both proposals together
inasmuch as they raise several common issues. Comments on both of these matters
were due on April 22, 1999, and ANR Pipeline and its affiliates filed comments
with the FERC on that date, urging the FERC, among other things, to modify its
rate, service and certification policies for such pipelines.
Certain regulatory issues remain unresolved among the Company, its
customers, its suppliers and the FERC. The Company has made provisions which
represent management's assessment of the ultimate resolution of these issues. As
a result, the Company anticipates that these regulatory matters will not have a
material adverse effect on its consolidated financial position or results of
operations. While the Company estimates the provisions to be adequate to cover
potential adverse rulings on these and other issues, it cannot estimate when
each of these issues will be resolved.
- 7 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
This report includes certain forward-looking statements. The
forward-looking statements reflect the Company's expectations, objectives and
goals with respect to future events and financial performance and are based on
assumptions and estimates which the Company believes are reasonable. However,
actual results could differ materially from anticipated results. Important
factors which may affect the actual results include, but are not limited to,
commodity prices, political developments, market and economic conditions,
industry competition, the weather, changes in financial markets, changing
legislation and regulations, and the impact of the Year 2000 issue. The
forward-looking statements contained in this Report are intended to qualify for
the safe harbor provisions of Section 21E of the Securities Exchange Act of
1934, as amended.
The Notes to Consolidated Financial Statements contain information that is
pertinent to the following analysis.
The information required by this Item is presented in a reduced disclosure
format pursuant to General Instruction (H) of Form 10-Q.
Results of Operations
The change in the Company's earnings for the three-month period ended March
31, 1999 in comparison to the corresponding period in 1998 is a result of the
following:
Revenues. Storage and transportation revenues decreased by $45.2 million
for the three-month period ending March 31, 1999 as compared to the same period
in 1998. The decrease was primarily due to net adjustments to provisions for
rate related contingencies of $38.7 million recorded in the first quarter of
1998, as a result of the Company's rate case settlement. The remaining decrease
was largely due to the continuing decline in surcharge revenues related to
transition cost recoveries.
Other revenues decreased by $4.6 million for the three-month period ended
March 31, 1999 as compared to the same period in 1998. The primary factors
contributing to this decrease were lower interest income of $14.9 million offset
by the recognition of gain on the sale of certain assets of $8.1 million.
Operation and Maintenance. Operation and maintenance expenses decreased by
$30.3 million for the three-month period ended March 31, 1999 as compared to the
same period in 1998. The primary factors contributing to the decrease were a) a
$10.7 million benefit recorded in the first quarter of 1999, related to
revisions of certain gas cost accruals, b) lower costs of $12.8 million
primarily due to a charge recorded in the first quarter of 1998 for
environmental regulatory compliance and c) lower property and use tax expenses
of $4.9 million resulting primarily from favorable settlements of prior years in
certain states.
Taxes on Income. Taxes on income increased by $7.8 million for the
three-month period ended March 31, 1999 as compared to the same period in 1998.
The increase was primarily due to an adjustment of accumulated deferred income
taxes recorded in the first quarter of 1998 offset by lower pre-tax income.
- 8 -
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
The information required hereunder is incorporated by reference into
Part II of this Report from Note 4 of Notes to Consolidated Financial
Statements set forth in Part I of this Report.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(27) Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended March
31, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
ANR PIPELINE COMPANY
(Registrant)
Date: May 13, 1999 By: WILLIAM L. JOHNSON
--------------------------------
William L. Johnson
Senior Vice President
and Principal Accounting Officer
(As Authorized Officer and
Chief Accounting Officer)
- 9 -
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------------------------------------------------------------------------------
27 Financial Data Schedule
- 10 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM ANR PIPELINE COMPANY FORM 10-Q
QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 3
<SECURITIES> 0
<RECEIVABLES> 234
<ALLOWANCES> 0
<INVENTORY> 28
<CURRENT-ASSETS> 290
<PP&E> 3,416
<DEPRECIATION> 2,165
<TOTAL-ASSETS> 1,685
<CURRENT-LIABILITIES> 193
<BONDS> 498
<COMMON> 0
0
0
<OTHER-SE> 716
<TOTAL-LIABILITY-AND-EQUITY> 1,685
<SALES> 0
<TOTAL-REVENUES> 191
<CGS> 0
<TOTAL-COSTS> 77
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12
<INCOME-PRETAX> 102
<INCOME-TAX> 38
<INCOME-CONTINUING> 64
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 64
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
