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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 June 30, 2000
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 July 31, 2000, 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, 1999, 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>
June 30, December 31,
ASSETS 2000 1999
------------- --------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents............................................... $ .7 $ 3.2
Notes receivable from related party..................................... 89.6 136.0
Accounts receivable:
Others............................................................... 56.6 20.4
Related parties...................................................... 55.3 44.4
Materials and supplies, at average cost................................. 26.7 27.9
Current deferred income taxes........................................... 19.5 21.0
---------- ----------
248.4 252.9
---------- ----------
Property, Plant and Equipment, at cost..................................... 3,485.8 3,462.3
Less - Accumulated depreciation......................................... 2,187.9 2,168.3
---------- ----------
1,297.9 1,294.0
---------- ----------
Other Assets:
Investment in related parties:
Pipeline partnerships................................................ 59.3 69.2
Other................................................................ 64.4 64.8
Deferred charges and other.............................................. 2.4 14.4
---------- ----------
126.1 148.4
---------- ----------
$ 1,672.4 $ 1,695.3
========== ==========
</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>
June 30, December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY 2000 1999
--------------- --------------
(Unaudited)
<S> <C> <C>
Current Liabilities:
Accounts payable:
Others............................................................... $ 80.0 $ 94.2
Related parties...................................................... 6.4 8.1
Taxes on income......................................................... 24.1 32.0
Other taxes............................................................. 20.4 24.2
Other................................................................... 33.7 39.8
--------- ---------
164.6 198.3
--------- ---------
Long-Term Debt ............................................................ 498.1 498.0
--------- ---------
Deferred Credits and Other:
Accumulated deferred income taxes....................................... 211.6 200.3
Other deferred credits:
Others............................................................... 46.0 58.6
Related parties...................................................... 4.4 4.5
--------- ---------
262.0 263.4
--------- ---------
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....................................................... 281.4 269.3
--------- ---------
747.7 735.6
--------- ---------
$ 1,672.4 $ 1,695.3
========= =========
</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 Six Months Ended
June 30, June 30,
---------------------- ---------------------
2000 1999 2000 1999
---------- ---------- --------- ---------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues:
Storage and transportation:
Others.................................................... $ 110.8 $ 121.5 $ 258.6 $ 280.3
Related parties........................................... 8.1 3.5 26.8 8.6
Other revenues:
Others.................................................... 24.9 17.5 38.5 38.3
Related parties........................................... 4.7 5.6 10.0 12.0
---------- ---------- --------- ---------
148.5 148.1 333.9 339.2
---------- ---------- --------- ---------
Costs and Expenses:
Operation and maintenance:
Others.................................................... 74.3 68.8 146.0 122.1
Related parties........................................... 16.5 16.7 31.7 31.7
Depreciation and amortization................................ 9.8 9.1 19.5 18.2
Interest expense............................................. 11.6 11.8 23.7 23.5
Taxes on income.............................................. 13.5 14.6 41.9 52.6
---------- ---------- --------- ---------
125.7 121.0 262.8 248.1
---------- ---------- --------- ---------
Net Earnings.................................................... $ 22.8 $ 27.1 $ 71.1 $ 91.1
========== ========== ========= =========
</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>
Six Months Ended
June 30,
-------------------------
2000 1999
--------- --------
(Unaudited)
<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings................................................................ $ 71.1 $ 91.1
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation and amortization......................................... 19.6 18.4
Net (increase) decrease in working capital:
Others.............................................................. ( 58.8) ( 5.8)
Related parties..................................................... ( 11.1) 13.3
Net change in other assets/liabilities................................ 34.2 ( 8.2)
--------- --------
Total adjustments................................................... ( 16.1) 17.7
--------- --------
Net cash provided by operating activities............................. 55.0 108.8
--------- --------
Cash Flows from Investing Activities:
Decrease (increase) in note receivable from related party................... 46.4 ( 25.9)
Capital expenditures........................................................ ( 44.0) ( 39.7)
Proceeds from the sale of plant to related party............................ - 37.2
--------- --------
Net cash provided by (used in) investing activities................... 2.4 ( 28.4)
--------- --------
Cash Flows from Financing Activities:
Dividends paid.............................................................. ( 59.0) ( 77.0)
Other....................................................................... ( .9) ( 1.2)
--------- --------
Net cash used in financing activities................................. ( 59.9) ( 78.2)
--------- --------
Net (Decrease) Increase in Cash and Cash Equivalents........................... ( 2.5) 2.2
Cash and Cash Equivalents at Beginning of Period............................... 3.2 3.4
--------- --------
Cash and Cash Equivalents at End of Period..................................... $ .7 $ 5.6
========= ========
</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, 1999. 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"), as amended by Statements of Financial Accounting
Standards No. 137 and No. 138, to be effective for all fiscal quarters of fiscal
years beginning after June 15, 2000. 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 may periodically enter into swaps, futures and other contracts
to hedge the price risk of natural gas anticipated to be sold to end users. The
Company defers the impact of changes in the market value of these contracts
until such time as the hedged transaction is completed. At that time, the impact
of the changes in the fair market value of these contracts is recognized in
income.
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 $23.6 million and $23.4 million for the six-month
periods ended June 30, 2000 and 1999, respectively. Cash payments of income
taxes amounted to $37.1 million and $44.6 million for the six-month periods
ended June 30, 2000 and 1999, respectively.
2. Income Taxes
Provisions for income taxes were as follows (millions of dollars):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ---------------------
2000 1999 2000 1999
---------- ---------- --------- ---------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Federal Income Taxes:
Currently payable...................................... $ 5.0 $ 12.2 $ 26.7 $ 35.8
Deferred............................................... 7.3 2.9 12.1 14.1
---------- ---------- --------- ---------
12.3 15.1 38.8 49.9
State and City Income Taxes............................... 1.2 ( .5) 3.1 2.7
---------- ---------- --------- ---------
$ 13.5 $ 14.6 $ 41.9 $ 52.6
========== ========== ========= =========
</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 U.S. 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 August
1999, the court denied plaintiffs' motion to have the Michigan suit certified as
a class action. Plaintiffs filed with the Michigan Court of Appeals an
application for leave to appeal the denial of the class certification. On
November 5, 1999, the Michigan Court of Appeals denied the application for leave
to appeal. The matter has been settled at a cost to ANR Pipeline of less than $1
million. The parties have agreed to the dismissal of the case with prejudice.
Two legal proceedings, one in federal court and the other in state court,
have been instituted against a number of gas pipeline companies and their
affiliates, including ANR Pipeline, Coastal and several of Coastal's other
subsidiaries. The plaintiffs in each suit seek damages for the alleged
undermeasurement of the heating value and the volume of natural gas. In the
federal proceeding, Jack Grynberg filed 77 separate False Claim Act suits in
September 1997 against natural gas transmission companies and producers,
gatherers, and processors of natural gas, seeking unspecified damages which
could include treble damages for the maximum period permitted by law
(potentially as much as ten years) and penalties of up to $10,000 per false
claim. In addition to the measurement claims, these suits also allege that the
defendants undervalued the gas in paying royalties. The Coastal defendants were
sued in the U.S. District Courts of Colorado and the Eastern District of
Michigan. In April 1999, the U.S. Department of Justice notified the Company
that the United States would not intervene in these cases at that time. The
MultiDistrict Litigation Panel has consolidated the Grynberg suits with several
other Grynberg cases for pre-trial proceedings in Wyoming. The defendants filed
a motion to dismiss which was argued in March 2000, and the parties are awaiting
the Court's decision. The United States has filed a motion to dismiss part of
the Grynberg case.
In the state proceedings, the Quinque Operating Company, on behalf of
itself and subclasses of gas producers, royalty owners, overriding royalty
owners, and state taxing authorities, in May 1999, instituted a legal proceeding
in State Court in Stevens County, Kansas against over 200 gas companies,
including ANR Pipeline and several other Coastal subsidiaries. The Quinque suit
seeks unspecified actual, punitive and treble damages for the alleged
undermeasurement of all natural gas measured in the United States from
non-federal and non-Indian lands since 1974. The plaintiffs are seeking
certification of a national class of all similarly situated gas producers,
royalty owners, overriding royalty owners, and state taxing authorities. The
suit was removed to the U.S. District Court for the District of Kansas. The
plaintiffs filed a motion to remand the case back to the state court. The
MultiDistrict Litigation Panel has transferred the Quinque suit to Wyoming and
consolidated it with the Grynberg proceedings as a result of a motion filed by
several of the defendants in the Quinque suit.
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.
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<PAGE>
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 three Superfund waste disposal sites. At these sites, there is sufficient
information to estimate total cleanup costs of approximately $52 million and the
Company estimates its pro-rata exposure, to be paid over a period of several
years, is approximately $1.3 million and has made appropriate provisions.
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 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 $6.2 million, which
will be expended over a period of several years and for which appropriate
provisions have been made.
In October 1998, the U. S. Environmental Protection Agency ("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. Under the schedule proposed by the EPA in the NOx
SIP Call, states had until September 1999 to submit SIP Plans to the EPA, and
reduction measures would have to be in place by May 1, 2003. The NOx SIP Call
provided that if a state failed to submit compliant SIP Plans by the September
1999 deadline, the EPA would 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. In a May 1999 order,
the U. S. District Court, District of Columbia stayed, until further order of
the court, the date by which states must submit compliant SIP Plans. 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 legal proceedings referenced above are resolved, final rules are
determined and the states have submitted compliant SIP Plans, the Company will
not be able to reasonably estimate the amount of any obligation resulting from
the NOx SIP Call.
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
Certain regulatory issues remain unresolved among the Company, its
customers, its suppliers and the Federal Energy Regulatory Commission. 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.
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<PAGE>
5. Merger
Coastal and El Paso Energy Corporation ("El Paso Energy") announced, on
January 18, 2000, the execution of definitive agreements for the merger of
Coastal and a subsidiary of El Paso Energy. Each share of Coastal common stock
and Class A common stock will be converted on a tax-free basis (except for cash
paid in lieu of fractional shares) into 1.23 shares of El Paso Energy common
stock. The outstanding convertible preferred stock of Coastal will be exchanged
tax free (except for cash paid in lieu of fractional shares) for El Paso Energy
common stock on the same basis as if the preferred stock had been converted into
Coastal common stock immediately prior to the merger. On May 5, 2000, the merger
was approved by the shareholders of Coastal and El Paso Energy. It is expected
that the merger will be completed during the fourth quarter of 2000 and be
accounted for as a pooling of interests. The merger is subject to additional
conditions, particularly federal regulatory approval.
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 and changing
legislation and regulations. 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- and six-month periods
ended June 30, 2000 in comparison to the corresponding periods in 1999 is a
result of the following:
Revenues. Storage and transportation revenues decreased for the three- and
six-month periods ending June 30, 2000 as compared to the same periods in 1999
by $6.1 million and $3.5 million, respectively. These decreases were largely due
to lower average rates charged to customers resulting in revenue decreases of $4
million in the second quarter of 2000. The Company expects this trend to
continue in the near term as there currently exists excess pipeline capacity for
deliveries of natural gas in the Midwest region of the United States. Other
factors contributing to the decreases were a reduction in the amortization of
deferred revenues of $1.7 million in the second quarter of 2000 and a continuing
decline in surcharge revenues related to transition cost recoveries of $0.3
million and $2.2 million for the three- and six-month periods, respectively. The
decrease for the six-month period was offset by an adjustment to rate related
contingencies of $4.8 million as a result of the favorable rate settlement of
issues related to certain surcharges previously billed.
Other revenues increased by $6.5 million for the three-month period ending
June 30, 2000 as compared to the same period in 1999 primarily due to higher
Dakota gas sales revenue resulting from natural gas price increases.
Operation and Maintenance. Operation and maintenance expenses increased for
the three- and six-month periods ending June 30, 2000 as compared to the same
periods in 1999 by $5.3 million and $23.9 million, respectively. The increase
for the three-month period was largely due to higher Dakota gas purchases. The
increase for the six-month period is primarily the result of a $15 million
benefit recorded in the first quarter of 1999 related to revisions of certain
gas costs, gas transportation costs and environmental cleanup cost accruals. The
remainder is largely due to higher Dakota gas purchases mentioned above and
higher use tax expenses resulting primarily from favorable settlements for prior
years in certain states recognized in the first quarter of 1999.
- 8 -
<PAGE>
Taxes on Income. Taxes on income decreased by $10.7 million for the
six-month period ending June 30, 2000 as compared to the same period in 1999,
primarily due to lower pre-tax income.
- 9 -
<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 June
30, 2000.
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: August 10, 2000 By: WILLIAM L. JOHNSON
--------------------------------
William L. Johnson
Senior Vice President and
Principal Accounting Officer
(As Authorized Officer and
Chief Accounting Officer)
- 10 -
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
-------------------------------------------------------------------------------
27 Financial Data Schedule
- 11 -
