UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
For the quarterly period ended March 31, 2003 |
|
|
|
or |
|
|
|
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 000-26091
TC PipeLines, LP
(Exact name of registrant as specified in its charter)
|
Delaware |
|
52-2135448 |
|
(State or other jurisdiction of incorporation |
|
(I.R.S. Employer Identification |
|
|
|
|
|
110 Turnpike Road, Suite 203 |
|
01581 |
|
(Address of principal executive offices) |
|
(Zip code) |
508-871-7046
(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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes ý No o
As of May 15, 2003 there were 15,627,129 of the registrant’s common units outstanding.
TC PipeLines, LP
Table of Contents
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TC PipeLines, LP
|
Three months ended March 31 (unaudited) |
|
2003 |
|
2002 |
|
||
|
Equity Income from Investment in Northern Border Pipeline |
|
11.0 |
|
11.3 |
|
||
|
Equity Income from Investment in Tuscarora |
|
1.3 |
|
1.1 |
|
||
|
General and Administrative Expenses |
|
(0.4 |
) |
(0.4 |
) |
||
|
Financial Charges |
|
— |
|
(0.1 |
) |
||
|
Net Income |
|
11.9 |
|
11.9 |
|
||
|
|
|
|
|
|
|
||
|
Net Income Allocation |
|
|
|
|
|
||
|
Common units |
|
10.3 |
|
9.7 |
|
||
|
Subordinated units |
|
1.2 |
|
1.8 |
|
||
|
General partner |
|
0.4 |
|
0.4 |
|
||
|
|
|
11.9 |
|
11.9 |
|
||
|
|
|
|
|
|
|
||
|
Net Income per Unit |
|
$ |
0.66 |
|
$ |
0.66 |
|
|
|
|
|
|
|
|
||
|
Units Outstanding (millions) |
|
17.5 |
|
17.5 |
|
||
Statement of Comprehensive Income
|
Three months ended March 31 (unaudited) |
|
2003 |
|
2002 |
|
|
Net Income |
|
11.9 |
|
11.9 |
|
|
Other Comprehensive Income |
|
|
|
|
|
|
Change associated with current period hedging transactions |
|
(0.1 |
) |
0.2 |
|
|
Total Comprehensive Income |
|
11.8 |
|
12.1 |
|
See accompanying Notes to Condensed Financial Statements.
3
TC PipeLines, LP
|
(millions of dollars) |
|
March 31, |
|
December |
|
|
|
|
(unaudited) |
|
|
|
|
Assets |
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
Cash |
|
4.0 |
|
6.4 |
|
|
|
|
|
|
|
|
|
Investment in Northern Border Pipeline |
|
241.3 |
|
242.9 |
|
|
Investment in Tuscarora |
|
39.9 |
|
36.7 |
|
|
|
|
285.2 |
|
286.0 |
|
|
|
|
|
|
|
|
|
Liabilities and Partners’ Equity |
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
Accounts payable |
|
0.5 |
|
0.6 |
|
|
|
|
|
|
|
|
|
Long-Term Debt |
|
8.5 |
|
11.5 |
|
|
|
|
|
|
|
|
|
Partners’ Equity |
|
|
|
|
|
|
Common units |
|
241.0 |
|
238.9 |
|
|
Subordinated units |
|
27.2 |
|
27.0 |
|
|
General partner |
|
6.0 |
|
5.9 |
|
|
Other comprehensive income |
|
2.0 |
|
2.1 |
|
|
|
|
276.2 |
|
273.9 |
|
|
|
|
285.2 |
|
286.0 |
|
|
Three months ended March 31 (unaudited) |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Cash Generated from Operations |
|
|
|
|
|
|
Net income |
|
11.9 |
|
11.9 |
|
|
Add/(Deduct): |
|
|
|
|
|
|
Distributions received in excess of equity income |
|
1.7 |
|
0.3 |
|
|
(Increase)/decrease in operating working capital |
|
(0.1 |
) |
0.1 |
|
|
|
|
13.5 |
|
12.3 |
|
|
Investing Activities |
|
|
|
|
|
|
Investment in Tuscarora |
|
(3.3 |
) |
— |
|
|
|
|
|
|
|
|
|
Financing Activities |
|
|
|
|
|
|
Distributions paid |
|
(9.6 |
) |
(9.0 |
) |
|
Reduction of long-term debt |
|
(3.0 |
) |
— |
|
|
|
|
(12.6 |
) |
(9.0 |
) |
|
|
|
|
|
|
|
|
(Decrease)/Increase in Cash |
|
(2.4 |
) |
3.3 |
|
|
Cash, Beginning of Period |
|
6.4 |
|
9.2 |
|
|
Cash, End of Period |
|
4.0 |
|
12.5 |
|
See accompanying Notes to Condensed Financial Statements.
4
TC PipeLines, LP
Notes to Condensed Financial Statements
(unaudited)
Note 1 Basis of Presentation
TC PipeLines, LP, and its subsidiary limited partnerships, TC PipeLines Intermediate Limited Partnership and TC Tuscarora Intermediate Limited Partnership, all Delaware limited partnerships, are collectively referred to herein as TC PipeLines or the Partnership. The Par