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 September 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
<PAGE>
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 September 30, 1999 and 1998
and Nine Months Ended September 30, 1999 and 1998 3
Consolidated Balance Sheet - September 30, 1999
and December 31, 1998 4
Consolidated Statement of Cash Flows -
Nine Months Ended September 30, 1999 and 1998 5
Consolidated Statement of Changes in Partners'
Capital - Nine Months Ended September 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 1. Legal Proceedings 20
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 Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
OPERATING REVENUES $79,046 $54,442 $235,953 $161,044
OPERATING EXPENSES
Operations and maintenance 13,279 8,275 38,606 28,221
Depreciation and amortization 13,768 10,915 40,776 31,982
Taxes other than income 7,184 5,530 22,366 17,752
Operating expenses 34,231 24,720 101,748 77,955
OPERATING INCOME 44,815 29,722 134,205 83,089
INTEREST EXPENSE
Interest expense 17,251 13,441 49,862 34,046
Interest expense capitalized (13) (5,811) (54) (12,022)
Interest expense, net 17,238 7,630 49,808 22,024
OTHER INCOME
Allowance for equity funds used
during construction 14 3,408 59 7,921
Other income, net 504 625 3,606 2,014
Other income 518 4,033 3,665 9,935
MINORITY INTERESTS IN NET INCOME 8,738 8,083 26,513 21,615
NET INCOME TO PARTNERS $19,357 $18,042 $ 61,549 $ 49,385
NET INCOME PER UNIT $ .65 $ .60 $ 2.05 $ 1.65
NUMBER OF UNITS USED IN
COMPUTATION 29,347 29,347 29,347 29,344
<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>
September 30, December 31,
ASSETS 1999 1998
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 32,795 $ 41,042
Accounts receivable 30,048 21,547
Materials and supplies, at cost 4,365 4,189
Under recovered cost of service -- 2,781
Total current assets 67,208 69,559
TRANSMISSION PLANT
Property, plant and equipment 2,407,894 2,345,700
Less: Accumulated provision for
depreciation and amortization 653,934 615,224
Net property, plant and equipment 1,753,960 1,730,476
OTHER ASSETS 25,958 25,731
Total assets $1,847,126 $1,825,766
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
Current maturities of long-term debt $ 69,036 $ 2,805
Accounts payable 22,448 46,032
Accrued taxes other than income 25,041 20,140
Accrued interest 9,232 12,462
Over recovered cost of service 7,124 --
Total current liabilities 132,881 81,439
LONG-TERM DEBT, net of current maturities 939,477 974,027
MINORITY INTERESTS IN PARTNERS' CAPITAL 250,170 253,031
RESERVES AND DEFERRED CREDITS 10,493 9,843
PARTNERS' CAPITAL
General Partners 10,282 10,148
Common Units 503,823 401,388
Subordinated Units -- 95,890
Total partners' capital 514,105 507,426
Total liabilities and partners'
capital $1,847,126 $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>
Nine Months Ended
September 30,
1999 1998
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income to partners $ 61,549 $ 49,385
Adjustments to reconcile net income to partners
to net cash provided by operating activities:
Depreciation and amortization 40,810 31,994
Minority interests in net income 26,513 21,615
Allowance for equity funds used during
construction (59) (7,921)
Changes in components of working capital 6,189 (7,155)
Other 1,136 (4,201)
Total adjustments 74,589 34,332
Net cash provided by operating activities 136,138 83,717
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property, plant
and equipment, net (90,426) (485,086)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to Unitholders and
General Partners (54,870) (51,657)
(Distributions to) contributions received
from Minority Interests, net (29,374) 40,738
Issuance of partnership interests, net -- 7,462
Issuance of long-term debt, net 281,026 343,000
Proceeds received upon termination of
interest rate forward agreements 12,896 --
Long-term debt financing costs (1,561) (63)
Retirement of long-term debt (262,076) (1,867)
Net cash provided by (used in) financing
activities (53,959) 337,613
NET CHANGE IN CASH AND CASH EQUIVALENTS (8,247) (63,756)
Cash and cash equivalents-beginning of period 41,042 106,757
Cash and cash equivalents-end of period $ 32,795 $ 43,001
Supplemental disclosures of cash flow information:
Cash paid for:
Interest (net of amount capitalized) $ 52,809 $ 25,502
Changes in components of working capital:
Accounts receivable $ (8,501) $ 1,210
Materials and supplies (176) (106)
Accounts payable 3,290 155
Accrued taxes other than income 4,901 1,412
Accrued interest (3,230) (3,844)
Over/under recovered cost of service 9,905 (5,982)
Total $ 6,189 $ (7,155)
<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 1,298 60,251 -- 61,549
Distributions to partners (1,164) (53,706) -- (54,870)
Partners' Capital at September 30, 1999 $10,282 $503,823 $ -- $514,105
<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 ("SEC").
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").
The Partnership also owns Black Mesa Holdings, Inc. and Black
Mesa Pipeline Operations, L.L.C.
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.
The amended application reflects estimated capital expenditures
of 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.
In September 1999, the FERC issued a policy statement on
certification and pricing of new construction projects. The
policy statement announces a preference for pricing new
construction incrementally, as contrasted to a presumption in
favor of rolled-in pricing once certain conditions were met.
Since the amended application for Project 2000 was filed based
upon rolled-in rate treatment, the Partnership is uncertain at
this time how implementation of this policy statement may impact
Project 2000.
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 $10.5 million and $37.4
million at September 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. In August 1999, Northern Border Pipeline completed a private
offering of $200 million of 7.75% Senior Notes due 2009 ("Senior
Notes"). In October 1999, Northern Border Pipeline filed a
registration statement relating to the Senior Notes, which has
not yet become effective with the SEC. Also in August 1999,
Northern Border Pipeline received approximately $12.9 million
from the termination of interest rate forward agreements, which
is included in long-term debt on the consolidated balance sheet
and is being amortized against interest expense over the life of
the Senior Notes. The interest rate forward agreements, which
had an aggregate notional amount of $150 million, had been
executed in September 1998 to hedge the interest rate on a
planned issuance of fixed rate debt in 1999. The proceeds from
the private offering, net of debt discounts and issuance costs,
and the termination of the interest rate forward agreements were
used to reduce existing indebtedness under a June 1997 credit
agreement.
6. 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 June order and a subsequent clarification issued by
the FERC in August 1999 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, rolled-in rate treatment of
The Chicago Project, capital project cost containment mechanism
amount recorded for The Chicago Project (see Note 7),
depreciation schedule and creditworthiness standards. A
procedural schedule has been established which provides for the
hearing to commence in July 2000. At this time, the Partnership
can give no assurance as to the outcome on any of these issues.
7. 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. The
independent accountants completed their examination of Northern
Border Pipeline's PCCM calculation in October 1999. The
independent accountants concluded Northern Border Pipeline had
complied, in all material respects, with the requirements of the
Stipulation related to the PCCM. Northern Border Pipeline filed
its June 1999 report and the independent accountants' report in
its current rate case proceeding discussed previously. 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.
8. 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 $72 thousand.
On October 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 September 30, 1999. The
distribution is payable November 12, 1999, to unitholders of
record at October 29, 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 $895 million to its gas plant in service through
September 30, 1999 ($840 million through December 31, 1998).
Third Quarter 1999 Compared With Third Quarter 1998
Operating revenues increased $24.6 million for the third
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 third 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 $5.0 million for
the third quarter 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 $2.5 million, recorded in the third 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 $2.9 million
for the third 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 $1.7 million for the third
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 $9.6 million for the third
quarter of 1999, as compared to the same period in 1998, due to
an increase in interest expense of $3.8 million and a decrease in
interest expense capitalized of $5.8 million. Interest expense
attributable to Northern Border Pipeline and the Partnership
increased $3.9 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 $3.5 million for the third 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 $0.7 million for
the third quarter of 1999, as compared to the same period in
1998, due to increased net income for Northern Border Pipeline.
Nine Months September 30, 1999 Compared With Nine Months Ended
September 30, 1998
Operating revenues increased $74.9 million for the nine months
ended September 30, 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 nine months ended September 30,
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 $10.4 million for
the nine months ended September 30, 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 $4.7 million, recorded in the nine months
ended September 30, 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 $8.8 million
for the nine months ended September 30, 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 $4.6 million for the nine
months ended September 30, 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 $27.8 million for the nine
months ended September 30, 1999, as compared to the same period
in 1998, due to an increase in interest expense of $15.8 million
and a decrease in interest expense capitalized of $12.0 million.
Interest expense attributable to Northern Border Pipeline and the
Partnership increased $16.0 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 $6.3 million for the nine months ended
September 30, 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 $4.9 million for
the nine months ended September 30, 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 September 30, 1999, $439.0 million was outstanding
on the term loan and there was not any outstanding amount on the
five-year revolving credit facility.
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 September
30, 1999, $90 million was outstanding on the Partnership Credit
Agreement.
In August 1999, Northern Border Pipeline completed a private
offering of $200 million of 7.75% Senior Notes due 2009 ("Senior
Notes"). In October 1999, Northern Border Pipeline filed a
registration statement relating to the Senior Notes, which has
not yet become effective with the Securities and Exchange
Commission ("SEC"). Also in August 1999, Northern Border
Pipeline received approximately $12.9 million from the
termination of interest rate forward agreements. The interest
rate forward agreements, which had an aggregate notional amount
of $150 million, had been executed in September 1998 to hedge the
interest rate on a planned issuance of fixed rate debt in 1999.
The proceeds from the private offering, net of associated debt
discounts and issuance costs, and the termination of the interest
rate forward agreements were used to reduce existing indebtedness
under the Pipeline Credit Agreement.
In February 1999, the Partnership filed two registration
statements with the 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 $52.4
million to $136.1 million for the nine months ended September 30,
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 $90.4 million for the nine months
ended September 30, 1999 include $78.3 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 $485.1 million, which included
$474.4 million for The Chicago Project.
Total capital expenditures for 1999 are estimated to be $112
million including $89 million for The Chicago Project.
Approximately $37 million of the capital expenditures for The
Chicago Project is for construction completed in 1998. The
remaining $23 million of 1999 capital expenditures is planned
primarily 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.
Cash Flows From Financing Activities
Cash flows used in financing activities were $54.0 million for
the nine months ended September 30, 1999, as compared to cash
flows provided by financing activities of $337.6 million for the
nine months ended September 30, 1998. Cash distributions to the
unitholders and the general partners increased $3.2 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 $29.4 million for the nine months ended
September 30, 1999, as compared to net cash contributions
received from minority interest holders of $40.7 million for the
nine months ended September 30, 1998, which included amounts
needed to finance a portion of the capital expenditures for The
Chicago Project. Financing activities for the nine months ended
September 30, 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. Financing activities for the nine months ended September
30, 1999, included $197.5 million from the issuance of the Senior
Notes, net of associated debt discounts and issuance costs, and
$12.9 million from the termination of the interest rate forward
agreements. Advances under the Pipeline Credit Agreement, which
were primarily used to finance a portion of the capital
expenditures for The Chicago Project, were $82.0 million for the
nine months ended September 30, 1999 as compared to advances
under the Pipeline Credit Agreement and Partnership Credit
Agreement of $343.0 million for the same period in 1998. During
the nine months ended September 30, 1999, $255.0 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.
The Partnership and its subsidiaries have identified,
inventoried, and assessed computer software, hardware, embedded
chips, and third-party interfaces. Where necessary, remediation,
replacement, or adequate workarounds have been identified and
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 have been 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. Since December 31, 1998, there have 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 1. Legal Proceedings
Black Mesa Pipeline, Inc., a wholly-owned subsidiary of
Northern Border Partners, L.P., has received Findings of Violation
by the United States Environmental Protection Agency, citing
violations of the Clean Water Act and Notice of Violation from
the Arizona Department of Environmental Quality citing violations
of state laws due to discharges of coal slurry on the Black Mesa
Pipeline from December 1997 through July 1999. Discussions are
ongoing regarding the extent of the violations and amount of
penalties that may result. Based upon the alleged violations,
the maximum penalty amount would be approximately $700,000.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K.
Northern Border Partners, L.P. filed a Form 8K dated October
7, 1999, reporting that on October 7, 1999, Northern Border
Pipeline Company ("Northern Border Pipeline") had filed with the
Securities and Exchange Commission a registration statement on
Form S-4 (File No. 333-88577) relating to the offering of up to
$200,000,000 of Northern Border Pipeline's 7.75% Senior Notes due
2009, Series A.
<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: November 10, 1999 By: JERRY L. PETERS
Jerry L. Peters
Chief Financial and Accounting
Officer
<PAGE>
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