-----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, MI9FRhl/UU/RvSZftXd/2TDYuEheXvUCnTrRErdzjiPXmd3eRbwkFYFCrgN866ds evtpJCaJDkWMt6CX9eCaww== 0000950129-05-000078.txt : 20050104 0000950129-05-000078.hdr.sgml : 20050104 20050104171938 ACCESSION NUMBER: 0000950129-05-000078 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050104 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050104 DATE AS OF CHANGE: 20050104 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: 05508737 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 h21404e8vk.txt NORTHERN BORDER PARTNERS, L.P. - DATED 1/4/2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): JANUARY 4, 2005 NORTHERN BORDER PARTNERS, L.P. (Exact name of registrant as specified in its charter) DELAWARE 1-12202 93-1120873 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 13710 FNB PARKWAY OMAHA, NEBRASKA 68154-5200 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (402) 492-7300 ------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01 REGULATION FD DISCLOSURE. Attached as Exhibit 99.1 is a copy of Northern Border Partners, L.P.'s press release, dated January 4, 2005, updating earnings guidance for 2004. The information in Item 7.01 of this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 7.01 of this report will not be incorporated by reference into any registration statement filed by the Partnership under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Northern Border Partners, L.P. press release dated January 4, 2005. 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 hereunto duly authorized. NORTHERN BORDER PARTNERS, L.P. Date: January 4, 2005 By: /s/ Jerry L. Peters -------------------------------------- Name: Jerry L. Peters Title: Chief Financial and Accounting Officer EXHIBIT INDEX Exhibit 99.1 -- Northern Border Partners, L.P. Press Release dated January 4, 2005. EX-99.1 2 h21404exv99w1.txt PRESS RELEASE DATED JANUARY 4, 2005 Exhibit 99.1 (NORTHERN BORDER PARTNERS, L.P. LOGO) News Release 13710 FNB Parkway Omaha, NE 68154-5200 For Further Information Contact: Media Contact: Beth Jensen (402) 492-3400 Investor Contacts: Ellen Konsdorf (877) 208-7318 NORTHERN BORDER PARTNERS, L.P. INCREASES 2004 EARNINGS GUIDANCE AND ANNOUNCES UNIT PURCHASE FOR IMMEDIATE RELEASE: Tuesday, January 4, 2005 OMAHA - Northern Border Partners, L.P. (NYSE - NBP) today announced that it is increasing its 2004 earnings guidance based on the Partnership's current expectations. Northern Border Partners now expects 2004 net income to be in the range of $141 million to $144 million or $2.81 to $2.87 per unit. Earnings before interest, taxes, depreciation and amortization (EBITDA) is now anticipated to be approximately $359 million to $366 million. Distributable cash flows (DCF) are expected to be $198 million to $203 million or $4.04 to $4.15 per unit. Ranges for net income, EBITDA, and DCF increased from previous expectations by approximately $6 million, $9 million, and $14 million, respectively. Included in expected 2004 results is an after-tax gain of $3.4 million or $0.07 per unit, from the sale of the Partnership's 36% interest in the Gregg Lake/Obed Pipeline in Alberta, Canada. The Partnership sold its interest in this non-strategic system in mid-December for approximately $14.8 million. Other items affecting 2004 anticipated results include favorable pricing of natural gas and natural gas liquids in the Williston Basin; accounting for financing costs; and adjustments to reserves made in the normal course of business. The Partnership is not changing its guidance for 2005, which was announced along with its third quarter results in October 2004. In October, the Partnership said it expected 2005 net income to be in the range of $126 million to $131 million ($2.50 to $2.60 per unit). EBITDA was anticipated to be approximately $345 million to $355 million. Distributable cash flows for 2005 were expected to be $174 million to $182 million or $3.50 to $3.70 per unit. The Partnership also announced a repurchase program by Northern Plains Natural Gas Company, one of its general partners. Northern Plains will purchase from time to time in the open market, up to 10,000 common units of the Partnership to satisfy obligations under an employee benefit plan. Northern Plains expects to begin repurchasing units as early as January 10, 2005. The dates of any actual purchases will depend on market conditions. The Partnership has disclosed in this press release EBITDA and DCF amounts that are non-GAAP financial measures. Management believes EBITDA and DCF provide useful information to investors as a measure of comparability to peer companies. However, these calculations may vary from company to company, so the Partnership's computations may not be comparable to other companies'. Management further uses EBITDA to compare the financial performance of its segments and to internally manage those business segments. Reconciliations of projected EBITDA to projected net income and computations of projected DCF for 2004 and 2005 are attached to this release. Northern Border Partners, L.P. is a publicly traded partnership formed to own, operate and acquire a diversified portfolio of energy assets. The Partnership owns and manages natural gas pipelines and is engaged in the gathering and processing of natural gas. More information can 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 final accounting determinations that cause our actual results to differ from current estimates included herein; natural gas development in the Western Canadian Sedimentary Basin; competitive conditions in the overall natural gas and electricity markets; our ability to market pipeline capacity on favorable terms; performance of contractual obligations by the shippers; our ability to recover costs in pipeline rates relating to the settlement with the Fort Peck Tribes on rights-of-way and tax issues; prices of natural gas and natural gas liquids; the rate of development, gas quality, and competitive conditions in gas fields near the Partnership's natural gas gathering systems in the Powder River and Williston Basins and its investments in the Powder River and Wind River Basins; our ability to renegotiate gathering contracts with producers; regulatory actions and receipt of expected regulatory clearances; renewal of the coal slurry transportation contract under favorable terms and preparation for a possible temporary shutdown of the coal slurry pipeline; any costs related to changes in the systems and services currently provided to us by Enron Corp. and CrossCountry Energy and their affiliates; actions by rating agencies; our ability to complete acquisitions or growth projects and their future performance; timely receipt of right-of-way, regulatory clearances and approval for the expansion projects; our ability to control operating costs; and conditions in the capital markets and our ability to access the capital markets. ###### NORTHERN BORDER PARTNERS, L.P. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited: In millions) RECONCILIATION OF EBITDA TO NET INCOME - PROJECTED 2004 AND PROJECTED 2005
Projected 2004 Projected 2005 ------------------------------------ ------------------------------------ Low High Low High ---------------- ---------------- ---------------- ---------------- EBITDA $359 $366 $345 $355 Minority Interest ($48) ($49) ($48) ($49) Interest Expense, Net ($77) ($79) ($80) ($84) Depreciation and Amortization Expense ($86) ($87) ($86) ($87) Income Taxes ($8) ($10) ($4) ($5) ================ ================ ================ ================ Net Income* $141 $144 $126 $131 ================ ================ ================ ================
*The reconciliations of EBITDA and Net Income do not total due to use of ranges for the various components of the reconciliation. RECONCILIATION OF EBITDA TO DISTRIBUTABLE CASH FLOW - PROJECTED 2004 AND PROJECTED 2005
Projected 2004 Projected 2005 ------------------------------------ ------------------------------------ Low High Low High ---------------- ---------------- ---------------- ---------------- EBITDA (from above) $359 $366 $345 $355 Interest Expense, Net ($77) ($79) ($80) ($84) Maintenance Capital ($19) ($23) ($30) ($35) Distributions to Minority Interest ($61) ($62) ($56) ($58) Other ($2) ($4) ($2) ($3) ================ ================ ================ ================ Distributable Cash Flow** $198 $203 $174 $182 ================ ================ ================ ================ Distributable Cash Flow (from above) $198 $203 $174 $182 Distributions to General Partners 11 11 11 11 ---------------- ---------------- ---------------- ---------------- Distributable Cash Flow to Limited Partners $187 $192 $163 $171 ================ ================ ================ ================ Distributable Cash to Limited Partners per Unit $4.04 $4.15 $3.50 $3.70 ================ ================ ================ ================
**The reconciliations of EBITDA and Distributable Cash Flow do not total due to use of ranges for the various components of the reconciliation. -----END PRIVACY-ENHANCED MESSAGE-----