-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VdxyolyAYrf7FZNFMxptxSBxN5vbf6NwJToKJMZGFR9vN3LKHkZcA/5PGKSoK2QC rd5icgcRZS8/7kCEGaUC4w== 0000950129-03-000368.txt : 20030130 0000950129-03-000368.hdr.sgml : 20030130 20030130080955 ACCESSION NUMBER: 0000950129-03-000368 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030129 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN BORDER PARTNERS LP CENTRAL INDEX KEY: 0000909281 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 931120873 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12202 FILM NUMBER: 03530839 BUSINESS ADDRESS: STREET 1: 13710 FIRST NATIONAL BANK STREET 2: PARKWAY CITY: OMAHA STATE: NE ZIP: 68154-5200 BUSINESS PHONE: 4024927300 MAIL ADDRESS: STREET 1: 13710 FIRST NATIONAL BANK STREET 2: PARKWAY CITY: OMAHA STATE: NE ZIP: 68154-5200 8-K 1 h02817e8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): JANUARY 30, 2003 NORTHERN BORDER PARTNERS, L.P. (Exact name of registrant as specified in its charter) DELAWARE 1-12202 93-1120873 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 13710 FNB PARKWAY 68154-5200 OMAHA, NEBRASKA (Zip Code) (Address of principal executive offices)
(402) 492-4300 (Registrant's telephone number, including area code) ITEM 9. REGULATION FD DISCLOSURE Attached as Exhibit 99.1 is a copy of a press release, dated January 30, 2003, announcing Northern Border Partners, L.P.'s financial results for the fourth quarter of 2002. In accordance with General Instruction B.2. of Form 8-K, information filed under this Item 9 of Form 8-K is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Northern Border Partners, L.P. press release dated January 30, 2003. 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) Dated: January 30, 2003 By: /s/ Jerry L. Peters ------------------------------------ Chief Financial & Accounting Officer EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 Northern Border Partners, L.P Press Release dated January 30, 2003.
EX-99.1 3 h02817exv99w1.txt PRESS RELEASE EXHIBIT 99.1 Northern Border News Partners, L.P. Release 13710 FNB Parkway Omaha, Nebraska 68154-5200 For Further Information Contact: Media Contact: Beth Jensen (402) 492-3400 Investor Contact: Ellen Konsdorf (402) 492-7500 NORTHERN BORDER PARTNERS REPORTS FOURTH QUARTER AND YEAR-END RESULTS FOR IMMEDIATE RELEASE: Thursday, January 30, 2003 OMAHA - Northern Border Partners, L.P. (NYSE - NBP) today reported fourth quarter 2002 net income of $24.0 million or $0.49 per unit compared to $20.3 million or $0.45 per unit in the fourth quarter 2001. Full-year net income for 2002 was $113.7 million ($2.44 per unit) as compared to full year 2001 net income of $87.8 million ($2.12 per unit). Earnings before interest, taxes, depreciation and amortization (EBITDA) decreased from $76.1 million in the fourth quarter of 2001 to $71.7 million in the fourth quarter 2002. EBITDA for 2002 increased to $317.2 million compared to $303.0 million for 2001. Fourth quarter 2002 earnings reflect a $7.0 million non-cash charge related to a reserve established by Northern Border Pipeline Company. The reserve was recorded to reflect the potential costs that may arise from its treatment of previously collected quantities of natural gas used in utility operations to cover electric power costs. While the ultimate outcome of this matter cannot be predicted, Northern Border Pipeline has concluded it prudent to establish a reserve at this time. The fourth quarter 2001 results included $3.9 million ($13.3 million for the year) for goodwill amortization under prior accounting requirements. The annual change in net income also includes a full year of ownership in 2002 of acquisitions completed in 2001. Delivered volumes in the Partnership's interstate natural gas pipelines segment increased during fourth quarter 2002 to 241.6 billion cubic feet (Bcf) from 231.9 Bcf for the fourth quarter of 2001. Average gathering volumes increased to 1,185 million cubic feet per day (MMcf/d) during the fourth quarter 2002 compared to 905 MMcf/d for the fourth quarter 2001. Processing volumes were 123 MMcf/d for the fourth quarter of 2002 compared to 120 MMcf/d for the fourth quarter 2001. "Our interstate pipelines continue their pattern of high utilization and stable cash flows and our gathering and processing segment continues to grow," said Bill Cordes, chairman and chief executive officer of Northern Border Partners. "Looking forward to 2003, we will focus on three major goals: integrating Viking Gas Transmission's operations into our interstate pipeline group; developing our Powder River Basin businesses to meet customer growth needs resulting from the recently issued Environmental Impact Statements; and negotiating with potential customers for capacity subscriptions on Northern Border Pipeline. Financially for 2003, our current expectations are for earnings per unit in the range of $2.55 to $2.65." Northern Border Partners will host a conference call to review fourth quarter and year-end 2002 results as well as the outlook for 2003 on Thursday, January 30, 2003 at 10:30 a.m. E.T. Interested parties may listen via the Internet live or on a replay basis through the Partnership's website at http://www.northernborderpartners.com. The call will also be archived on Northern Border Partners' website. A replay of the call will be available through February 5, 2003 by dialing, toll free in the United States and Canada, (800) 642-1687 and entering the conference ID number 7231739. Northern Border Partners, L.P., a leading transporter of natural gas, owns interests in four interstate natural gas pipeline systems: a 70 percent general partner interest in Northern Border Pipeline Company; Midwestern Gas Transmission Company; Viking Gas Transmission Company; and one-third interest in Guardian Pipeline, L.L.C. The Partnership also has gathering systems and processing plants in the Powder River, Wind River and Williston Basins in the U.S.; owns and operates processing plants and gathering pipelines in Alberta, Canada; and transports coal-water slurry via a pipeline in the southwestern U.S. Northern Border Partners, L.P. information may be found at http://www.northernborderpartners.com. This press release includes 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. Although Northern Border Partners, L.P. believes that its expectations are based on reasonable assumptions, it can give no assurance that such expectations will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements include natural gas development in the Powder River, Wind River, Williston and Western Canadian Sedimentary Basins; regulatory actions and receipt of expected regulatory clearances; competitive conditions in the overall natural gas and electricity markets; our ability to market pipeline capacity on favorable terms; prices of natural gas and natural gas liquids; developments in the voluntary petition for bankruptcy by Enron; and conditions in the capital markets and our ability to access the capital markets. ###### NORTHERN BORDER PARTNERS, L.P. FINANCIAL HIGHLIGHTS (Unaudited: In Millions Except Net Income Per Unit)
FOURTH QUARTER YEAR TO DATE 2002 2001 2002 2001 -------- -------- -------- -------- Operating Revenue $ 128.1 $ 123.4 $ 495.6 $ 461.5 Net Income $ 24.0 $ 20.3 $ 113.7 $ 87.8 Per Unit Net Income $ 0.49 $ 0.45 $ 2.44 $ 2.12 Cash Flows From Operating Activities $ 63.9 $ 72.3 $ 243.1 $ 233.9 EBITDA(1) $ 71.7 $ 76.1 $ 317.2 $ 303.0
CONSOLIDATED STATEMENT OF INCOME (Unaudited: In Millions Except Net Income Per Unit)
FOURTH QUARTER YEAR TO DATE 2002 2001 2002 2001 -------- -------- -------- -------- Operating Revenue $ 128.1 $ 123.4 $ 495.6 $ 461.5 -------- -------- -------- -------- Operating Expenses Product Purchases 15.8 10.0 50.6 39.7 Operations and Maintenance 36.4 32.4 111.7 96.5 Depreciation and Amortization 19.8 20.6 75.9 76.3 Taxes Other Than Income 8.9 7.1 32.4 28.1 -------- -------- -------- -------- Total Operating Expenses 80.9 70.1 270.6 240.6 -------- -------- -------- -------- Operating Income 47.2 53.3 225.0 220.9 Interest Expense, Net (19.3) (22.1) (82.9) (89.9) Other Income (Expense) (0.1) (0.2) (0.2) (1.6) Equity Earnings from Investments 4.4 0.5 14.6 1.7 Minority Interest (8.2) (11.2) (42.8) (42.1) -------- -------- -------- -------- Net Income Before Extraordinary Items 24.0 20.3 113.7 89.0 Extraordinary Loss From Debt Restructuring(3) 0.0 0.0 0.0 (1.2) -------- -------- -------- -------- Net Income $ 24.0 $ 20.3 $ 113.7 $ 87.8 ======== ======== ======== ======== Per Unit Net Income $ 0.49 $ 0.45 $ 2.44 $ 2.12 ======== ======== ======== ======== Average Units Outstanding 43.8 41.6 42.7 38.5 ======== ======== ======== ========
2001 IMPACT OF ACCOUNTING CHANGE FOR GOODWILL AND OTHER INTANGIBLE ASSETS(2) Net Income $ 20.3 $ 87.8 Goodwill Amortization 3.9 13.3 -------- -------- Adjusted Net Income $ 24.2 $ 101.1 ======== ======== Per Unit Net Income $ 0.45 $ 2.12 Goodwill Amortization 0.09 0.35 -------- -------- Adjusted Per Unit Net Income $ 0.54 $ 2.47 ======== ========
(1) Represents net income plus minority interest; interest expense, net; income taxes;and depreciation and amortization less equity AFUDC. (2) As a result of Statement of Financial Accounting Standards ("SFAS") No. 142, beginning January 1, 2002, the Partnership no longer records amortization expense related to goodwill. For comparison purposes, the 2001 goodwill amortization has been added back to net income and per unit net income. (3) Relates to restructuring of debt at Black Mesa Pipeline Company. NORTHERN BORDER PARTNERS, L.P. OTHER FINANCIAL INFORMATION (Unaudited: In Millions)
DECEMBER 31, DECEMBER 31, 2002 2001 ------------ ------------ SUMMARY BALANCE SHEET DATA Total assets by segment: Interstate Natural Gas Pipelines $ 1,853.8 $ 1,858.9 Natural Gas Gathering and Processing 823.9 792.3 Coal Slurry Pipeline 20.4 22.0 Other (assets not allocated to segments) 29.2 14.2 ------------ ------------ Total consolidated assets $ 2,727.3 $ 2,687.4 ============ ============ Consolidated capitalization: Long-term debt, including current maturities $ 1,403.7 $ 1,423.2 Partners' capital 936.5 894.4 Minority interests in partners' equity 243.0 250.1 Accumulated other comprehensive income 7.5 20.5 ------------ ------------ Total capitalization 2,590.7 2,588.2 Consolidated other current liabilities, reserves and deferred credits 136.6 99.2 ------------ ------------ Total liabilities and capitalization $ 2,727.3 $ 2,687.4 ============ ============
FOURTH QUARTER YEAR TO DATE 2002 2001 2002 2001 -------- -------- -------- -------- CAPITAL EXPENDITURES AND EQUITY INVESTMENTS(1) Maintenance - Interstate Natural Gas Pipelines $ 2.2 $ 1.4 $ 9.6 $ 6.3 Natural Gas Gathering and Processing 1.1 1.4 3.5 2.4 Coal Slurry Pipeline 0.0 0.1 0.4 0.3 -------- -------- -------- -------- 3.3 2.9 13.5 9.0 -------- -------- -------- -------- Growth - Interstate Natural Gas Pipelines 2.3 3.9 5.2 135.5 Natural Gas Gathering and Processing 4.7 24.6 33.2 506.9 Coal Slurry Pipeline 0.0 0.0 0.0 0.0 -------- -------- -------- -------- 7.0 28.5 38.4 642.4 -------- -------- -------- -------- Total 10.3 31.4 51.9 651.4 ======== ======== ======== ========
(1) Interstate Natural Gas Pipelines' capital expenditures reflect the Partnership's 70% ownership of Northern Border Pipeline. SUMMARY SEGMENT INFORMATION (Unaudited)
FOURTH QUARTER YEAR TO DATE 2002 2001 2002 2001 -------- -------- -------- -------- INTERSTATE NATURAL GAS PIPELINES SEGMENT Operating Results: Gas Delivered (MMcf) 241,592 231,876 935,654 891,935 Average Throughput (MMcf/d) 2,703 2,575 2,636 2,605 Financial Results (In Millions): Operating Revenue $ 86.0 $ 85.1 $ 339.4 $ 322.6 -------- -------- -------- -------- Operating Expenses Operations and Maintenance 21.8 10.3 48.6 36.9 Depreciation and Amortization 15.8 15.5 61.0 59.8 Taxes Other Than Income 8.1 6.6 29.2 26.1 -------- -------- -------- -------- Total Operating Expenses 45.7 32.4 138.8 122.8 -------- -------- -------- -------- Operating Income 40.3 52.7 200.6 199.8 Interest Expense, Net (11.6) (13.9) (51.5) (55.4) Other Income (Expense) 0.1 0.2 1.2 0.0 -------- -------- -------- -------- Net Income 28.8 39.0 150.3 144.4 Net income to Minority Interest (8.2) (11.2) (42.8) (42.1) -------- -------- -------- -------- Net Income to Northern Border Partners $ 20.6 $ 27.8 $ 107.5 $ 102.3 ======== ======== ======== ======== EBITDA(1) $ 56.3 $ 68.2 $ 263.3 $ 258.3 ======== ======== ======== ======== Distributions from Northern Border Pipeline: Paid to Northern Border Partners $ 29.3 $ 26.7 $ 114.9 $ 100.1 Paid to Minority Interest $ 12.5 $ 11.5 $ 49.2 $ 42.9 -------- -------- -------- -------- Total Distributions $ 41.8 $ 38.2 $ 164.1 $ 143.0 ======== ======== ======== ========
2001 IMPACT OF ACCOUNTING CHANGE FOR GOODWILL AND OTHER INTANGIBLE ASSETS(2) Net Income $ 27.8 $ 102.3 Goodwill Amortization(2) 0.4 0.9 -------- -------- Adjusted Net Income $ 28.2 $ 103.2 ======== ========
Note: Beginning in May 2001, the Pipeline segment information includes the operating results for Midwestern Gas Transmission. (1) Represents net income plus minority interest; interest expense, net; income taxes, which are included in other income (expense); and depreciation and amortization less equity AFUDC. (2) As a result of Statement of Financial Accounting Standards ("SFAS") No. 142, beginning January 1, 2002, the Partnership no longer records amortization expense related to goodwill. For comparison purposes, the 2001 goodwill amortization has been added back to net income and per unit net income. SUMMARY SEGMENT INFORMATION (Unaudited)
FOURTH QUARTER YEAR TO DATE 2002 2001 2002 2001 -------- -------- -------- -------- NATURAL GAS GATHERING AND PROCESSING SEGMENT Operating Results: Volumes (MMcf/d): Gathering 1,185 905 1,089 793 Processing 123 120 127 118 Financial Results (In Millions): Operating Revenue $ 36.7 $ 32.7 $ 134.7 $ 116.8 -------- -------- -------- -------- Operating Expenses Product Purchases 15.8 10.0 50.6 39.7 Operations and Maintenance 10.3 17.6 43.2 43.2 Depreciation and Amortization 3.6 4.7 13.3 14.3 Taxes Other Than Income 0.7 0.3 2.7 1.5 -------- -------- -------- -------- Total Operating Expenses 30.4 32.6 109.8 98.7 -------- -------- -------- -------- Operating Income 6.3 0.1 24.9 18.1 Interest Expense, Net (0.2) (0.5) (0.8) (0.7) Other Income (Expense) 0.0 0.0 (0.4) 1.2 Equity Earnings from Investments 4.4 0.5 14.6 1.7 -------- -------- -------- -------- Net Income $ 10.5 $ 0.1 $ 38.3 $ 20.3 ======== ======== ======== ======== EBITDA(1) $ 14.3 $ 7.0 $ 52.9 $ 41.4 ======== ======== ======== ======== Distributions Received from Equity Investments $ 2.1 $ 3.3 $ 10.8 $ 7.1 ======== ======== ======== ========
2001 IMPACT OF ACCOUNTING CHANGE FOR GOODWILL AND OTHER INTANGIBLE ASSETS(2) Net Income $ 0.1 $ 20.3 Goodwill Amortization(2) 3.4 12.0 -------- -------- Adjusted Net Income $ 3.5 $ 32.3 ======== ========
(1) Represents net income plus interest expense, net; depreciation and amortization;and income taxes, which are included in other income (expense). (2) As a result of Statement of Financial Accounting Standards ("SFAS") No. 142, beginning January 1, 2002, the Partnership no longer records amortization expense related to goodwill. For comparison purposes, the 2001 goodwill amortization has been added back to net income and per unit net income. SUMMARY SEGMENT INFORMATION (Unaudited)
FOURTH QUARTER YEAR TO DATE 2002 2001 2002 2001 -------- -------- -------- -------- COAL SLURRY PIPELINE SEGMENT Operating Results: Tons of Coal Shipped (In Thousands) 1,230 1,338 4,639 4,932 Financial Results (In Millions): Operating Revenue $ 5.4 $ 5.6 $ 21.5 $ 22.1 -------- -------- -------- -------- Operating Expenses Operations and Maintenance 2.9 3.4 14.4 13.3 Depreciation and Amortization 0.4 0.3 1.6 2.2 Taxes Other Than Income 0.1 0.2 0.5 0.6 -------- -------- -------- -------- Total Operating Expenses 3.4 3.9 16.5 16.1 -------- -------- -------- -------- Operating Income 2.0 1.7 5.0 6.0 Interest Expense, Net 0.0 0.0 0.0 (0.7) Other Expense (0.3) (0.4) (0.9) (0.8) -------- -------- -------- -------- Net Income $ 1.7 $ 1.3 $ 4.1 $ 4.5 ======== ======== ======== ======== EBITDA(1) $ 2.4 $ 2.0 $ 6.7 $ 8.3 ======== ======== ======== ========
2001 IMPACT OF ACCOUNTING CHANGE FOR GOODWILL AND OTHER INTANGIBLE ASSETS(2) Net Income $ 1.3 $ 4.5 Goodwill Amortization(2) 0.1 0.4 -------- -------- Adjusted Net Income $ 1.4 $ 4.9 ======== ========
(1) Represents net income plus interest expense, net; depreciation and amortization;and income taxes, which are included in other expense. (2) As a result of Statement of Financial Accounting Standards ("SFAS") No. 142, beginning January 1, 2002, the Partnership no longer records amortization expense related to goodwill. For comparison purposes, the 2001 goodwill amortization has been added back to net income and per unit net income. -----END PRIVACY-ENHANCED MESSAGE-----