UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
Commission File Number 1-12202
NORTHERN BORDER PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 93-1120873
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
Enron Building
1400 Smith Street
Houston, Texas 77002
(Address of principal executive (Zip code)
offices)
(713) 853-6161
(Registrant's telephone number, including area code)
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
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
1 of 21
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NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
TABLE OF CONTENTS
Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Statement of Income -
Three Months Ended June 30, 1999 and 1998
and Six Months Ended June 30, 1999 and 1998 3
Consolidated Balance Sheet - June 30, 1999
and December 31, 1998 4
Consolidated Statement of Cash Flows -
Six Months Ended June 30, 1999 and 1998 5
Consolidated Statement of Changes in Partners'
Capital - Six Months Ended June 30, 1999 6
Notes to Consolidated Financial Statements 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risk 19
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 20
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(In Thousands, Except Per Unit Amounts)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
OPERATING REVENUES $78,012 $53,782 $156,907 $106,602
OPERATING EXPENSES
Operations and maintenance 12,564 9,364 25,327 19,946
Depreciation and amortization 13,559 10,647 27,008 21,067
Taxes other than income 7,547 6,054 15,182 12,222
Operating expenses 33,670 26,065 67,517 53,235
OPERATING INCOME 44,342 27,717 89,390 53,367
INTEREST EXPENSE
Interest expense 16,353 10,814 32,611 20,605
Interest expense capitalized (27) (3,485) (41) (6,211)
Interest expense, net 16,326 7,329 32,570 14,394
OTHER INCOME
Allowance for equity funds used
during construction 29 2,888 45 4,513
Other income, net 1,197 587 3,102 1,389
Other income 1,226 3,475 3,147 5,902
MINORITY INTERESTS IN NET INCOME 8,681 7,453 17,775 13,532
NET INCOME TO PARTNERS $20,561 $16,410 $ 42,192 $ 31,343
NET INCOME PER UNIT $ .69 $ .55 $ 1.41 $ 1.05
NUMBER OF UNITS USED IN COMPUTATION 29,347 29,347 29,347 29,342
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION (Continued)
ITEM 1. FINANCIAL STATEMENTS (Continued)
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands)
(Unaudited)
<CAPTION>
June 30, December 31,
ASSETS 1999 1998
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 35,873 $ 41,042
Accounts receivable 29,197 21,547
Materials and supplies, at cost 3,695 4,189
Under recovered cost of service -- 2,781
Total current assets 68,765 69,559
TRANSMISSION PLANT
Property, plant and equipment 2,400,169 2,345,700
Less: Accumulated provision for
depreciation and amortization 640,321 615,224
Net property, plant and equipment 1,759,848 1,730,476
OTHER ASSETS 24,853 25,731
Total assets $1,853,466 $1,825,766
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
Current maturities of long-term debt $ 2,957 $ 2,805
Accounts payable 22,488 46,032
Accrued taxes other than income 19,710 20,140
Accrued interest 12,624 12,462
Over recovered cost of service 4,123 --
Total current liabilities 61,902 81,439
LONG-TERM DEBT, net of current maturities 1,017,509 974,027
MINORITY INTERESTS IN PARTNERS' CAPITAL 250,474 253,031
RESERVES AND DEFERRED CREDITS 10,543 9,843
PARTNERS' CAPITAL
General Partners 10,261 10,148
Common Units 502,777 401,388
Subordinated Units -- 95,890
Total partners' capital 513,038 507,426
Total liabilities and partners' capital $1,853,466 $1,825,766
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION (Continued)
ITEM 1. FINANCIAL STATEMENTS (Continued)
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
1999 1998
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income to partners $ 42,192 $ 31,343
Adjustments to reconcile net income to partners
to net cash provided by operating activities:
Depreciation and amortization 27,014 21,075
Minority interests in net income 17,775 13,532
Allowance for equity funds used during
construction (45) (4,513)
Changes in components of working capital (2,490) (4,749)
Other 1,123 (1,814)
Total adjustments 43,377 23,531
Net cash provided by operating activities 85,569 54,874
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property, plant
and equipment, net (77,460) (299,760)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to Unitholders and
General Partners (36,580) (34,438)
(Distributions to) contributions received
from Minority Interests, net (20,332) 49,225
Issuance of partnership interests, net -- 7,462
Issuance of long-term debt 65,000 166,000
Long-term debt financing costs -- (62)
Retirement of long-term debt (21,366) (1,228)
Net cash provided by (used in) financing
activities (13,278) 186,959
NET CHANGE IN CASH AND CASH EQUIVALENTS (5,169) (57,927)
Cash and cash equivalents-beginning of period 41,042 106,757
Cash and cash equivalents-end of period $ 35,873 $ 48,830
Supplemental disclosures of cash flow information:
Cash paid for:
Interest (net of amount capitalized) $ 32,159 $ 13,673
Changes in components of working capital:
Accounts receivable $ (7,650) $ 1,628
Materials and supplies 494 89
Accounts payable (1,970) 514
Accrued taxes other than income (430) (1,829)
Accrued interest 162 479
Over/under recovered cost of service 6,904 (5,630)
Total $ (2,490) $ (4,749)
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION (Continued)
ITEM 1. FINANCIAL STATEMENTS (Continued)
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(In Thousands)
(Unaudited)
<CAPTION>
Total
General Common Subordinated Partners'
Partners Units Units Capital
<S> <C> <C> <C> <C>
Partners' Capital at December 31, 1998 $10,148 $401,388 $95,890 $507,426
Subordinated Units converted to
Common Units -- 95,890 (95,890) --
Net income to partners 889 41,303 -- 42,192
Distributions to partners (776) (35,804) -- (36,580)
Partners' Capital at June 30, 1999 $10,261 $502,777 $ -- $513,038
<FN>
The accompanying notes are an integral part of this consolidated
financial statement.
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION - (Continued)
ITEM 1. FINANCIAL STATEMENTS - (Continued)
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated financial statements included herein have
been prepared by Northern Border Partners, L.P. (the
"Partnership") without audit pursuant to the rules and
regulations of the Securities and Exchange Commission.
Accordingly, they reflect all adjustments which are, in the
opinion of management, necessary for a fair presentation of the
financial results for the interim periods. Certain information
and notes normally included in financial statements prepared in
accordance with generally accepted accounting principles have
been condensed or omitted pursuant to such rules and regulations.
However, the Partnership believes that the disclosures are
adequate to make the information presented not misleading. These
consolidated financial statements should be read in conjunction
with the consolidated financial statements and the notes thereto
included in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1998.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
The Partnership owns a 70% general partner interest in
Northern Border Pipeline Company ("Northern Border Pipeline").
Black Mesa Holdings, Inc., Black Mesa Pipeline Operations, L.L.C.
and Williams Technologies, Inc. are wholly-owned subsidiaries of
the Partnership.
2. In October 1998, Northern Border Pipeline filed a certificate
application with the Federal Energy Regulatory Commission
("FERC") to seek approval to expand and extend its pipeline
system into Indiana by November 2000 ("Project 2000"). If
approved and constructed, Project 2000 would afford shippers on
the extended pipeline system access to industrial gas consumers
in northern Indiana. As a result of permanent releases of
capacity between several existing and project shippers originally
included in the October 1998 application, Northern Border
Pipeline amended its application with the FERC in March 1999.
Project 2000 revised capital expenditures are estimated to be
approximately $126 million.
Numerous parties have filed to intervene in this proceeding.
Several parties have protested this application asking that the
FERC deny Northern Border Pipeline's request for rolled-in rate
treatment for the new facilities and that Northern Border
Pipeline be required to solicit indications of interest from
existing shippers for capacity releases that would possibly
eliminate the construction of certain new facilities.
3. On January 19, 1999, the 6,420,000 outstanding subordinated
units were converted into an equal number of common units. The
Partnership Policy Committee, which manages the Partnership,
determined the subordination period had ended as a result of
satisfying the criteria set forth in the partnership agreement.
4. Accounts payable shown on the accompanying consolidated
balance sheet includes approximately $15.8 million and $37.4
million at June 30, 1999 and December 31, 1998, respectively, of
project costs incurred but not paid on Northern Border Pipeline's
expansion and extension of its pipeline system that was placed
into service in late December 1998 ("The Chicago Project").
These costs are recorded in property, plant and equipment on the
accompanying consolidated balance sheet and are excluded from the
changes in accounts payable and capital expenditures for
property, plant and equipment, net on the accompanying
consolidated statement of cash flows.
5. Northern Border Pipeline filed a rate proceeding with the FERC
in May 1999 for a redetermination of its allowed equity rate of
return. In this proceeding, Northern Border Pipeline proposed,
among other things, to increase its allowed equity rate of
return. The total annual cost of service increase due to
Northern Border Pipeline's proposed changes is approximately $30
million. A number of Northern Border Pipeline's shippers and
competing pipelines have filed interventions and protests. In
June 1999, the FERC issued an order in which the proposed changes
were suspended until December 1, 1999, after which the proposed
changes will be implemented with subsequent billings subject to
refund. The order set for hearing not only Northern Border
Pipeline's proposed changes but also several issues raised by
intervenors including the appropriateness of Northern Border
Pipeline's cost of service tariff, depreciation schedule and
creditworthiness standards. A procedural schedule has been
established which calls for the hearing to commence in July 2000.
6. As agreed to in a Stipulation and Agreement ("Stipulation") to
settle its November 1995 rate case, Northern Border Pipeline
implemented a capital project cost containment mechanism
("PCCM"). The purpose of the PCCM was to limit Northern Border
Pipeline's ability to include cost overruns on The Chicago
Project in rate base and to provide incentives to Northern Border
Pipeline for cost underruns. The PCCM amount is determined by
comparing the final cost of The Chicago Project to the budgeted
cost. The Stipulation required the budgeted cost for The Chicago
Project, which had been initially filed with the FERC for
approximately $839 million, to be adjusted for the effects of
inflation and project scope changes, as defined in the
Stipulation. Such adjusted budgeted cost of The Chicago Project
has been estimated to be $897 million, with the final
construction cost estimated to be $894 million. Thus, Northern
Border Pipeline's notification to the FERC and its shippers in
June 1999 in its final report reflects the conclusion that there
is a $3 million addition to rate base as a result of the PCCM.
The Stipulation requires the calculation of the PCCM to be
reviewed by an independent national accounting firm. Several
parties to the Stipulation have advised the FERC that they may
have questions and desire further information about the report,
and may possibly wish to test it and its conclusions in an
appropriate proceeding in the future. The parties also stated
that if it is determined that Northern Border Pipeline is not
permitted to include certain claimed costs for The Chicago
Project in its rate base, they reserve their rights to seek
refunds, with interest, of any overcollections. Although
Northern Border Pipeline believes the computation has been made
in accordance with the terms of the Stipulation, it is unable to
predict at this time whether any adjustments will be required.
Later developments may prevent recovery of amounts originally
calculated under the PCCM, which may result in a non-cash charge
to write down transmission plant and that charge could be
material to the operating results of the Partnership.
7. Net income per unit is computed by dividing net income, after
deduction of the general partners' allocation, by the weighted
average number of outstanding common units. The general
partners' allocation is equal to an amount based upon their
collective 2% general partner interest adjusted for incentive
distributions. The distribution to partners amount shown on the
accompanying consolidated statement of changes in partners'
capital includes incentive distributions to the general partners
of approximately $48 thousand.
On July 19, 1999, the Partnership declared a cash distribution
of $0.61 per unit ($2.44 per unit on an annualized basis) for the
quarter ended June 30, 1999. The distribution is payable August
13, 1999, to unitholders of record at July 30, 1999.
<PAGE>
PART I. FINANCIAL INFORMATION - (Continued)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
Results of Operations
Northern Border Partners, L.P. (the "Partnership") owns a 70%
general partner interest in Northern Border Pipeline Company
("Northern Border Pipeline"). Northern Border Pipeline's revenue
is derived from agreements with various shippers for the
transportation of natural gas. It transports gas under a Federal
Energy Regulatory Commission ("FERC") regulated tariff that
provides an opportunity to recover operations and maintenance
costs of the pipeline, taxes other than income taxes, interest,
depreciation and amortization, an allowance for income taxes and
a regulated return on equity. Northern Border Pipeline is
generally allowed an opportunity to collect from its shippers a
return on regulated rate base as well as recover that rate base
through depreciation and amortization. The return amount
Northern Border Pipeline may collect from its shippers declines
as the rate base is recovered. Billings for the firm
transportation agreements are based on contracted volumes to
determine the allocable share of the cost of service and are not
dependent upon the percentage of available capacity actually
used.
In December 1998, Northern Border Pipeline completed an
expansion and extension of its pipeline system ("The Chicago
Project"). As a result of placing the facilities for The Chicago
Project into service, Northern Border Pipeline has added
approximately $893 million to its gas plant in service through
June 30, 1999 ($840 million through December 31, 1998). The
final construction cost is estimated to be $894 million.
Second Quarter 1999 Compared With Second Quarter 1998
Operating revenues increased $24.2 million for the second
quarter of 1999, as compared to the same period in 1998, due
primarily to additional revenues from the operation of The
Chicago Project facilities. New firm transportation agreements
with 27 shippers provided for additional receipt capacity of 700
million cubic feet per day, a 42% increase. The Chicago Project
increased Northern Border Pipeline's rate base, which increased
Northern Border Pipeline's return for the second quarter of 1999.
Also reflected in the increase in 1999 revenues are recoveries
of increased pipeline operating expenses due to the new facilities.
Operations and maintenance expense increased $3.2 million for
the second quarter of 1999, from the comparable period in 1998,
due primarily to a regulatory credit recorded in 1998 and
operations and maintenance expenses for The Chicago Project
facilities recorded in 1999. During the construction of The
Chicago Project, Northern Border Pipeline placed certain new
facilities into service in advance of the December 1998 in
service date to maintain gas flow at firm contracted capacity
while existing facilities were being modified. The regulatory
credit of approximately $1.9 million, recorded in the second
quarter of 1998, deferred the cost of service of these new
facilities. Northern Border Pipeline is allowed to recover from
its shippers the regulatory asset that resulted from the cost of
service deferral over a ten-year period commencing with the in
service date of The Chicago Project.
Depreciation and amortization expense increased $3.0 million
for the second quarter of 1999, as compared to the same period in
1998, due primarily to Northern Border Pipeline placing the
facilities for The Chicago Project into service. The impact of
the additional facilities on depreciation and amortization
expense was partially offset by a decrease in the depreciation
rate applied to transmission plant from 2.5% to 2.0%. Northern
Border Pipeline agreed to reduce the depreciation rate at the
time The Chicago Project was placed into service, as part of a
previous rate case settlement.
Taxes other than income increased $1.5 million for the second
quarter of 1999, as compared to the same period in 1998, due
primarily to ad valorem taxes attributable to the facilities
placed into service for The Chicago Project.
Interest expense, net increased $9.0 million for the second
quarter of 1999, as compared to the same period in 1998, due to
an increase in interest expense of $5.5 million and a decrease in
interest expense capitalized of $3.5 million. Interest expense
attributable to Northern Border Pipeline and the Partnership
increased $5.6 million due primarily to an increase in average
debt outstanding, reflecting amounts borrowed to finance a
portion of the capital expenditures for The Chicago Project. The
impact of the increased borrowings on interest expense was
partially offset by a decrease in Northern Border Pipeline's
average interest rates between 1998 and 1999. The decrease in
interest expense capitalized is due to the completion of
construction of The Chicago Project in December 1998.
Other income decreased $2.2 million for the second quarter of
1999, as compared to the same period in 1998, primarily due to a
decrease in the allowance for equity funds used during
construction. The decrease in the allowance for equity funds
used during construction is due to the completion of construction
of The Chicago Project in December 1998.
Minority interests in net income increased $1.2 million for
the second quarter of 1999, as compared to the same period in
1998, due to increased net income for Northern Border Pipeline.
Six Months June 30, 1999 Compared With Six Months Ended June 30,
1998
Operating revenues increased $50.3 million for the first half
of 1999, as compared to the same period in 1998, due primarily to
additional revenues from the operation of The Chicago Project
facilities. The Chicago Project increased Northern Border
Pipeline's rate base, which increased Northern Border Pipeline's
return for the first half of 1999. Also reflected in the increase
in 1999 revenues are recoveries of increased pipeline operating
expenses due to the new facilities.
Operations and maintenance expense increased $5.4 million for
the first half of 1999, from the comparable period in 1998, due
primarily to a regulatory credit recorded in 1998, operations and
maintenance expenses for The Chicago Project facilities recorded
in 1999 and increased administrative expenses for Northern Border
Pipeline. During the construction of The Chicago Project,
Northern Border Pipeline placed certain new facilities into
service in advance of the December 1998 in service date to
maintain gas flow at firm contracted capacity while existing
facilities were being modified. The regulatory credit of
approximately $2.2 million, recorded in the first half of 1998,
deferred the cost of service of these new facilities. Northern
Border Pipeline is allowed to recover from its shippers the
regulatory asset that resulted from the cost of service deferral
over a ten-year period commencing with the in service date of The
Chicago Project.
Depreciation and amortization expense increased $5.9 million
for the first half of 1999, as compared to the same period in
1998, due primarily to Northern Border Pipeline placing the
facilities for The Chicago Project into service. The impact of
the additional facilities on depreciation and amortization
expense was partially offset by a decrease in the depreciation
rate applied to transmission plant from 2.5% to 2.0%. Northern
Border Pipeline agreed to reduce the depreciation rate at the
time The Chicago Project was placed into service, as part of a
previous rate case settlement.
Taxes other than income increased $3.0 million for the first
half of 1999, as compared to the same period in 1998, due
primarily to ad valorem taxes attributable to the facilities
placed into service for The Chicago Project.
Interest expense, net increased $18.2 million for the first
half of 1999, as compared to the same period in 1998, due to an
increase in interest expense of $12.0 million and a decrease in
interest expense capitalized of $6.2 million. Interest expense
attributable to Northern Border Pipeline and the Partnership
increased $12.1 million due primarily to an increase in average
debt outstanding, reflecting amounts borrowed to finance a
portion of the capital expenditures for The Chicago Project. The
impact of the increased borrowings on interest expense was
partially offset by a decrease in Northern Border Pipeline's
average interest rates between 1998 and 1999. The decrease in
interest expense capitalized is due to the completion of
construction of The Chicago Project in December 1998.
Other income decreased $2.8 million for the first half of
1999, as compared to the same period in 1998, primarily due to a
decrease in the allowance for equity funds used during
construction. The decrease in the allowance for equity funds
used during construction is due to the completion of construction
of The Chicago Project in December 1998.
Minority interests in net income increased $4.2 million for
the first half of 1999, as compared to the same period in 1998,
due to increased net income for Northern Border Pipeline.
Liquidity and Capital Resources
General
In June 1997, Northern Border Pipeline entered into a credit
agreement ("Pipeline Credit Agreement") with certain financial
institutions to borrow up to an aggregate principal amount of
$750 million. The Pipeline Credit Agreement is comprised of a
$200 million five-year revolving credit facility to be used for
the retirement of Northern Border Pipeline's previously
outstanding bank loan agreements and for general business
purposes, and a $550 million three-year revolving credit facility
to be used for the construction of The Chicago Project.
Effective March 1999, in accordance with the provisions of the
Pipeline Credit Agreement, Northern Border Pipeline converted the
three-year revolving credit facility to a term loan maturing in
June 2002. At June 30, 1999, $112.5 million and $549.5 million
had been borrowed on the five-year revolving credit facility and
the term loan, respectively.
In November 1997, the Partnership entered into a credit
agreement ("Partnership Credit Agreement") with certain financial
institutions to borrow up to an aggregate principal amount of
$175 million under a revolving credit facility. The Partnership
Credit Agreement is to be used for interim funding of the
Partnership's required capital contributions to Northern Border
Pipeline for construction of The Chicago Project. The amount
available under the Partnership Credit Agreement is reduced to
the extent the Partnership issues additional limited partner
interests to fund the Partnership's capital contributions for The
Chicago Project in excess of $25 million. Public offerings of
Common Units in December 1997 and January 1998 reduced the amount
available under the Partnership Credit Agreement to $104 million.
With the conversion of Northern Border Pipeline's three-year
revolving credit facility to a term loan, the maturity date of
the Partnership Credit Agreement is November 2000. At June 30,
1999, $90 million had been borrowed on the Partnership Credit
Agreement.
In September 1998, Northern Border Pipeline executed interest
rate forward agreements with an aggregate notional amount of $150
million to hedge the interest rate for a planned issuance of
fixed rate debt during 1999. Northern Border Pipeline
anticipates issuing debt during the third quarter of 1999 and
using the proceeds to repay amounts borrowed on the Pipeline
Credit Agreement.
In February 1999, the Partnership filed two registration
statements with the Securities and Exchange Commission ("SEC").
One registration statement was for a proposed offering of $200
million in Common Units and debt securities to be used by the
Partnership for general business purposes including repayment of
debt, future acquisitions, capital expenditures and working
capital. The other registration statement was for a proposed
offering of 3,210,000 Common Units that are presently owned by
Northwest Border Pipeline Company, a general partner of the
Partnership, and PEC Midwest, L.L.C., for which the Partnership
will not receive any proceeds.
Short-term liquidity needs will be met by internal sources and
through the lines of credit discussed above. Long-term capital
needs may be met through the ability to issue long-term
indebtedness as well as additional limited partner interests of
the Partnership either through the registration statements
previously discussed or separate registrations.
Cash Flows From Operating Activities
Cash flows provided by operating activities increased $30.7
million to $85.6 million for the first half of 1999, as compared
to the same period in 1998, primarily attributed to The Chicago
Project facilities placed into service in late December 1998.
Cash Flows From Investing Activities
Capital expenditures of $77.5 million for the first half of
1999 include $70.4 million for The Chicago Project. The
remaining capital expenditures for 1999 are primarily related to
renewals and replacements of Northern Border Pipeline's existing
facilities. For the comparable period in 1998, capital
expenditures were $299.8 million, which included $286.7 million
for The Chicago Project.
Total capital expenditures for 1999 are estimated to be $117
million including $11 million for Project 2000 (see Note 2 -
Notes to Consolidated Financial Statements) and $87 million for
The Chicago Project. Approximately $37 million of the capital
expenditures for The Chicago Project is for construction
completed in 1998. An additional $19 million of 1999 capital
expenditures is planned for renewals and replacements of the
existing facilities. Northern Border Pipeline anticipates
funding its 1999 capital expenditures primarily by borrowing on
the Pipeline Credit Agreement and using internal sources. The
Partnership anticipates selling additional Common Units to repay
amounts borrowed on the Partnership Credit Agreement which
financed its capital contributions for The Chicago Project.
Cash Flows From Financing Activities
Cash flows used in financing activities were $13.3 million for
the first half of 1999, as compared to cash flows provided by
financing activities of $187.0 million for the first half of
1998. Cash distributions to the unitholders and the general
partners increased $2.1 million reflecting an increase in the
quarterly distribution from $0.575 per Unit to $0.61 per Unit.
Distributions paid to minority interest holders were $20.3
million for the first half of 1999, as compared to net cash
contributions received from minority interest holders of $49.2
million for the first half of 1998, which included amounts needed
to finance a portion of the capital expenditures for The Chicago
Project. Financing activities for the first half of 1998 reflect
$7.5 million in net proceeds from the issuance of 225,000 Common
Units and related capital contributions by the Partnership's
general partners in January 1998. Advances under the Pipeline
Credit Agreement, which were used to finance a portion of the
capital expenditures for The Chicago Project, were $65 million
for the first half of 1999 as compared to advances under the
Pipeline Credit Agreement and Partnership Credit Agreement of
$166 million for the same period in 1998. During the first
half of 1999, $15.0 million and $5.0 million was repaid on
the Pipeline Credit Agreement and Partnership Credit Agreement,
respectively.
Year 2000
Similar to most businesses, the Partnership and its
subsidiaries rely heavily on information systems technology to
operate in an efficient and effective manner. Much of this
technology takes the form of computers and associated hardware
for data processing and analysis. In addition, a great deal of
information processing technology is embedded in microelectronic
devices.
The Year 2000 problem results from the use in computer
hardware and software of two digits rather than four digits to
define the applicable year. As a result, computer programs that
have date-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000.
If not corrected, many computer applications could fail or
create erroneous results. The effects of the Year 2000 problem
are compounded because of the interdependence of computer and
telecommunication systems in the United States and throughout the
world. This interdependence is true for the Partnership, its
subsidiaries and their respective suppliers and customers.
The Partnership and its subsidiaries have developed a plan,
which will be modified as events warrant, to address Year 2000
problems (the "Plan"). The Plan is designed to take reasonable
steps to prevent mission-critical functions from being impaired
due to the Year 2000 problem. "Mission-critical" functions are
pipeline operations, operated in a manner that is safe for
personnel and the public. Pipeline operations include the flow
of natural gas through the pipeline with the operation of
thirteen natural gas fired compressor stations, two electric
powered compressor stations, measurement stations for receipt and
delivery of gas and the supervisory control and data acquisition
("SCADA") computer system.
The Partnership and its subsidiaries are committed to
allocating the resources necessary to implement the Plan. A core
team of individuals has been established to implement and
complete the Plan (the "Y2K Team"). The Plan includes developing
a comprehensive component inventory of computer hardware,
software, embedded chips and third-party interfaces; assessing
the risk of non-compliance of each component; identifying the
impact of any component failure; assessing Year 2000 compliance
of each component; identifying and implementing solutions for non-
compliance of components; testing of solutions implemented; and
developing contingency plans for critical components and systems.
As of June 1999, computer software, hardware, embedded chips,
and third-party interfaces have been identified, inventoried, and
assessed. Where necessary, remediation, replacement, or adequate
workarounds have been identified and implemented or are in the
process of being implemented. The workaround the Partnership has
employed in very limited instances is to turn the system clocks
back to a past date so that the systems will not rollover to the
year 2000 for several years. System clocks have been turned back
at two compressor stations that have an older control system that
has not been upgraded. The Partnership believes that there is
limited risk involved with turning the clocks back on these
computer systems because all functions are local to the station
and their operations are not dependent on knowing the exact date.
This strategy allow the computers to continue to function until
replaced.
At this time, the Partnership's mission critical systems are
Year 2000 ready. As far as non-mission critical systems, the
Partnership estimates the systems are over 95% Year 2000 ready,
based on the work effort involved. Additional work remaining
consists primarily of completing upgrades of certain off-the-
shelf software.
The Plan recognizes that the computer, telecommunications and
other systems ("Outside Systems") of outside entities ("Outside
Entities") have the potential for major, mission-critical,
adverse effects on the conduct of the Partnership's and its
subsidiaries' businesses. The Partnership and its subsidiaries
do not have control of these Outside Systems. However, the Plan
includes an ongoing process of identifying and contacting Outside
Entities whose systems have or may have a substantial effect on
the Partnership's and its subsidiaries' ability to continue to
conduct the mission-critical aspects of their businesses without
disruption from Year 2000 problems. The Plan requires the
Partnership and its subsidiaries to attempt to inventory and
assess the extent to which these Outside Systems may not be Year
2000 compatible. The Y2K Team will reasonably attempt to
coordinate with these Outside Entities in an ongoing effort to
obtain assurances these Outside Systems will be Year 2000
compatible well before January 1, 2000.
A listing of critical Outside Entities has been developed
which includes shippers, electrical suppliers, and
interconnecting pipelines. The Y2K Team has contacted these
entities to determine their Year 2000 readiness and the extent to
which joint testing or mutual contingency planning is required.
All critical Outside Entities contacted have Year 2000 readiness
programs underway and they expect to be Year 2000 ready before
the end of the year. The assessment of the Year 2000 readiness
of critical Outside Entities is an important factor in the
internal contingency planning process.
The processes of inventorying, assessing, analyzing,
remediating through replacement or adequate workarounds, testing,
and developing contingency plans for mission-critical functions
in anticipation of the year 2000 are necessarily iterative
processes. That is, the steps are repeated as the Y2K Team
learns more about the Year 2000 problem and its effects on
internal systems and on Outside Systems, and about the effects
that embedded chips may have on the Partnership's and its
subsidiaries' systems and Outside Systems. As the steps are
repeated, it is likely that new problems will be identified and
addressed. The Partnership knows of no specific systems that are
susceptible to problems that can only be identified after January
1, 2000.
The Partnership has in place a contingency plan designed to
address specific Year 2000 related problems including loss of all
commercial electrical power, loss of all commercial
telecommunications, and unforeseen failures in critical systems.
In the event of loss of commercial power, all critical facilities
have back up power sources including auxiliary generators and
battery back up except for the two electric powered compressor
stations. The Partnership has its own internal, private
communications systems for voice, data, and SCADA traffic. All
of the communications sites have back-up power sources. The
Partnership also has a redundant back-up site for critical
operation and systems functions. All compressor facilities will
be manned at year end so that unforeseen issues can be dealt with
immediately.
The Partnership and its subsidiaries have not incurred
material historical costs associated with the Year 2000 issues.
Further, the Partnership and its subsidiaries anticipate that
their future costs of implementing the Plan will not be material.
Although management believes its estimates are reasonable, there
can be no assurance, for the reasons stated in the following
paragraph, that the actual costs of implementing the Plan will
not differ materially from the estimated costs or that the
Partnership and its subsidiaries will not be adversely affected
by Year 2000 issues.
The extent and magnitude of the Year 2000 problem as it may
affect the Partnership and its subsidiaries, both before and for
some period after January 1, 2000, are difficult to predict or
quantify for a number of reasons. Among the most important is
the potential complexity of locating embedded microprocessors
that may be in a great variety of hardware used for process or
flow control, environmental, transportation, access,
communications and other systems. The Partnership and its
subsidiaries believe that they will be able to identify and
remediate mission-critical systems containing embedded
microprocessors. Other important difficulties relate to the lack
of control over and difficulty inventorying, assessing,
remediating, verifying and testing Outside Systems; the
complexity of evaluating all software (computer code) internal to
the Partnership and its subsidiaries that may not be Year 2000
compatible; and the potential limited availability of certain
necessary internal or external resources, including but not
limited to trained hardware and software engineers, technicians
and other personnel to perform adequate remediation, verification
and testing of internal systems or Outside Systems. Year 2000
costs are difficult to estimate accurately because of
unanticipated vendor delays, technical difficulties, the impact
of tests of Outside Systems, and similar events. There can be no
assurance for example that all Outside Systems will be adequately
remediated so that they are Year 2000 ready by January 1, 2000,
or by some earlier date, so as not to create a material
disruption to business. If, despite diligent, prudent efforts
under the Plan, there are Year 2000-related failures that create
substantial disruptions to the Partnership and its subsidiaries'
businesses, the adverse impact could be material. Moreover, the
estimated costs of pursuing the current course of action do not
take into account the costs, if any, that might be incurred as a
result of Year 2000-related failures that occur despite
implementation of the Plan, as it may be modified over time.
In an SEC release regarding Year 2000 disclosures, the SEC
stated that public companies must disclose the most reasonably
likely worst case Year 2000 scenario. Analysis of the most
reasonably likely worst case Year 2000 scenarios the Partnership
may face leads to contemplation of the following possibilities:
widespread failure of electrical, gas, and similar supplies by
utilities serving the Partnership; widespread disruption of the
services of communications common carriers; similar disruption to
means and modes of transportation for the Partnership and its
employees, contractors, suppliers, and customers; significant
disruption to the Partnership's ability to gain access to, and
remain working in, office buildings and other facilities; and the
failure of Outside Systems, the effects of which would have a
cumulative material adverse impact on the Partnership's mission-
critical systems. Among other things, the Partnership could face
substantial claims due to service interruptions, inability to
fulfill contractual obligations, inability to account for certain
revenues or obligations or to bill shippers accurately and on a
timely basis, and increased expenses associated with litigation,
stabilization of operations following mission-critical failures,
and the execution of contingency plans. The Partnership could
also experience an inability by shippers to pay, on a timely
basis or at all, obligations owed to the Partnership. Under
these circumstances, the adverse effect on the Partnership, and
the diminution of the Partnership's revenues, would be material,
although not quantifiable at this time. The Partnership will
continue to monitor business conditions to assess and quantify
material adverse effects, if any, that result or may result from
the Year 2000 problem.
This discussion under the heading "Year 2000" constitutes a
year 2000 readiness disclosure under the Year 2000 Information
and Readiness Disclosure Act. Compliance with the Year 2000
Information and Readiness Disclosure Act does not limit or
otherwise affect any claims or actions under the federal
securities laws.
Information Regarding Forward Looking Statements
The statements in this Quarterly Report that are not
historical information are forward looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Such forward looking
statements include the discussions in "Management's Discussion
and Analysis of Financial Condition and Results of Operations"
and in "Notes to Consolidated Financial Statements" regarding
Northern Border Pipeline's efforts to pursue opportunities to
further increase its capacity. Although the Partnership believes
that its expectations regarding future events are based on
reasonable assumptions within the bounds of its knowledge of its
business, it can give no assurance that its goals will be
achieved or that its expectations regarding future developments
will be realized. Important factors that could cause actual
results to differ materially from those in the forward looking
statements herein include industry results, future demand for
natural gas, availability of supplies of Canadian natural gas,
political and regulatory developments that impact FERC
proceedings involving Northern Border Pipeline, Northern Border
Pipeline's success in sustaining its positions in such
proceedings or the success of intervenors in opposing Northern
Border Pipeline's positions, Northern Border Pipeline's ability
to replace its rate base as it is depreciated and amortized,
competitive developments by Canadian and U.S. natural gas
transmission peers, political and regulatory developments in
Canada, conditions of the capital markets and equity markets, and
the Partnership's ability to successfully implement the Year 2000
Plan during the periods covered by the forward looking
statements.
<PAGE>
PART I. FINANCIAL INFORMATION - (Concluded)
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
The Partnership's interest rate exposure results from its
variable rate borrowings from commercial banks. To mitigate
potential fluctuations in interest rates, the Partnership
attempts to maintain a significant portion of its consolidated
debt portfolio in fixed rate debt. The Partnership also uses an
interest rate swap agreement to increase the portion of its fixed
rate debt and uses interest rate forward agreements to establish
an approximate effective borrowing rate for anticipated long-term
debt issuances. Since December 31, 1998, there has not been any
material changes to the Partnership's interest rate exposure.
<PAGE>
PART II. OTHER INFORMATION
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
<PAGE>
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.
NORTHERN BORDER PARTNERS, L.P.
(A Delaware Limited Partnership)
Date: August 6, 1999 By: JERRY L. PETERS
Jerry L. Peters
Chief Financial and Accounting
Officer
<PAGE>
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