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)
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July 31,
2008
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TC PipeLines,
LP
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(Exact
name of registrant as specified in its
charter)
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Delaware
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000-26091
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52-2135448
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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13710 FNB
Parkway
Omaha,
Nebraska
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68154-5200
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(877)
290-2772
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(Former
name or former address if changed since last
report)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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(17
CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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(17
CFR 240.13e-4(c))
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On July
31, 2008, TC PipeLines, LP issued a press release announcing its financial
results for the quarter ended June 30, 2008. A copy of the press
release is furnished with this report as Exhibit 99.1.
In
accordance with General Instruction B.2. of Form 8-K, the information in this
Item 2.02 and Exhibit 99.1 hereto are being furnished and are not deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, and are not otherwise subject to the liabilities of that section.
Accordingly, the information in this Item 2.02 and Exhibit 99.1 hereto will not
be incorporated by reference into any filing made by the Partnership under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, unless specifically identified therein as being incorporated therein by
reference.
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(d)
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Exhibits.
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99.1
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Press Release dated July 31, 2008. |
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.
TC PipeLines, LP
by: TC
PipeLines GP, Inc.,
its
general partner
By: /s/ Amy W.
Leong
Amy W.
Leong
Principal
Financial Officer and Controller
Dated: July
31, 2008
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release dated July 31, 2008.
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EXHIBIT
99.1
NewsRelease
TC
PipeLines, LP Reports Strong 2008 Second Quarter Results
CALGARY, Alberta – July 31, 2008 – (Nasdaq: TCLP) – TC PipeLines, LP
(the Partnership or PipeLP) today reported second quarter 2008 net income of
$19.2 million or $0.47 per common unit (all amounts in U.S. dollars), an
increase of $1.5 million or 8 per cent compared to $17.7 million or $0.45
per common unit for the same period last year.
In second
quarter 2008, the Partnership received total cash distributions of $50.4
million, of which $24.1 million was received from Great Lakes Gas Transmission
Limited Partnership (Great Lakes or GLGT) and $26.3 million was received from
Northern Border Pipeline Company (Northern Border or NBPC). The total cash
distributions received represent a $1.3 million increase compared to the same
quarter last year.
Cash
distributions paid by the Partnership were $27.4 million or $0.70 per common
unit in second quarter 2008, an increase of $2.5 million compared to $24.9
million or $0.65 per common unit for the same period last year.
“As we
report another quarter of solid results for the Partnership, we continue to be
very pleased with the financial performance of our underlying pipeline assets,”
said Russ Girling, chairman and chief executive officer of TC PipeLines GP, Inc.
“On July 22, we increased the quarterly cash distribution to $0.705 per common
unit. This cash distribution represents a 7.6 per cent increase over the second
quarter 2007 distribution and represents our sixth successive quarterly
increase.”
Financial
Highlights
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Three
months ended
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Six
months ended
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|||||||||||||||
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(unaudited)
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June
30,
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June
30,
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||||||||||||||
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(millions
of dollars except per common unit amounts)
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2008
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2007
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2008
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2007
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||||||||||||
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Net
income
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19.2 | 17.7 | 52.8 | 37.7 | ||||||||||||
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Per
common unit (1)
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$ | 0.47 | $ | 0.45 | $ | 1.36 | $ | 1.16 | ||||||||
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Partnership cash
flows (2)
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46.9 | 43.9 | 79.9 | 64.1 | ||||||||||||
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Cash
distributions paid
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27.4 | 24.9 | 53.0 | 36.2 | ||||||||||||
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Cash distributions declared per
common unit (3)
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$ | 0.705 | $ | 0.655 | $ | 1.405 | $ | 1.305 | ||||||||
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Weighted
average common units outstanding
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||||||||||||||||
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(millions)
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34.9 | 34.9 | 34.9 | 29.8 | ||||||||||||
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Common
units outstanding at end of period
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||||||||||||||||
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(millions)
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34.9 | 34.9 | 34.9 | 34.9 | ||||||||||||
(1) Net
income per common unit is computed by dividing net income, after deduction of
the general partner’s allocation, by the weighted average number of common units
outstanding. The general partner’s allocation is computed based upon the general
partner’s two per cent interest plus an amount equal to incentive
distributions.
(2)
Partnership cash flows is a non-GAAP financial measure. Refer to the section
entitled “Partnership Cash Flows” for further detail.
(3) The
Partnership’s 2008 second quarter cash distribution will be paid on August 14,
2008 to unitholders of record as of July 31, 2008.
Net
Income
The
following net income information is presented to enhance investors’
understanding of the way that management analyzes the Partnership’s financial
performance:
|
The
shaded areas in the tables below disclose the results from Great Lakes and
Northern Border, representing 100 per cent of each entity's operations for
the given period.
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For
the three months ended June 30, 2008
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For
the six months ended June 30, 2008
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|||||||||||||||||||
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(unaudited)
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|||||||||||||||||||
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(millions
of dollars)
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PipeLP
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TGTC(1)
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Other
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GLGT(2)
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NBPC(3)
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PipeLP
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TGTC(1)
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Other
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GLGT(2)
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NBPC(3)
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||||||||||
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Transmission
revenues
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8.2
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8.2
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-
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67.5
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61.3
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15.1
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15.1
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-
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147.2
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145.1
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||||||||||
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Operating
expenses
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(2.3)
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(1.1)
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(1.2)
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(13.7)
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(18.8)
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(4.5)
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(2.3)
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(2.2)
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(28.8)
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(38.2)
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||||||||||
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5.9
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7.1
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(1.2)
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53.8
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42.5
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10.6
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12.8
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(2.2)
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118.4
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106.9
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|||||||||||
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Depreciation
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(1.7)
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(1.7)
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-
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(14.6)
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(15.3)
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(3.3)
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(3.3)
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-
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(29.2)
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(30.5)
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||||||||||
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Financial
charges, net and other
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(7.5)
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(1.1)
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(6.4)
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(8.2)
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(9.5)
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(15.1)
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(2.0)
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(13.1)
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(16.4)
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(19.2)
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||||||||||
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Michigan
business tax
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-
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-
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-
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(1.3)
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-
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-
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-
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-
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(3.0)
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-
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||||||||||
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29.7
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17.7
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69.8
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57.2
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|||||||||||||||||
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Equity
income
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22.5
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-
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-
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13.8
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8.7
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60.6
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-
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-
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32.4
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28.2
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||||||||||
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Net
income
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19.2
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4.3
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(7.6)
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13.8
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8.7
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52.8
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7.5
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(15.3)
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32.4
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28.2
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||||||||||
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For
the three months ended June 30, 2007
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For
the six months ended June 30, 2007
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|||||||||||||||||||
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(unaudited)
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|||||||||||||||||||
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(millions
of dollars)
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PipeLP
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TGTC(1)
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Other
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GLGT(2)
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NBPC(3)
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PipeLP
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TGTC(1)
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Other
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GLGT(2)
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NBPC(3)
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||||||||||
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Transmission
revenues
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6.7
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6.7
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-
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66.2
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68.8
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13.6
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13.6
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-
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96.6
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148.4
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||||||||||
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Operating
expenses
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(2.2)
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(1.3)
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(0.9)
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(15.3)
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(22.3)
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(4.2)
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(2.5)
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(1.7)
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(21.4)
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(40.1)
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||||||||||
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4.5
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5.4
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(0.9)
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50.9
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46.5
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9.4
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11.1
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(1.7)
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75.2
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108.3
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|||||||||||
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Depreciation
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(1.5)
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(1.5)
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-
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(14.5)
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(15.2)
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(3.1)
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(3.1)
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-
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(20.4)
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(30.5)
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||||||||||
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Financial
charges, net and other
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(8.7)
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(1.2)
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(7.5)
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(8.0)
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(10.3)
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(16.8)
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(2.4)
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(14.4)
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(11.4)
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(20.7)
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||||||||||
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28.4
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21.0
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43.4
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57.1
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|||||||||||||||||
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Equity
income
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23.4
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-
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-
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13.1
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10.3
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48.2
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-
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-
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20.1
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28.1
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||||||||||
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Net
income
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17.7
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2.7
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(8.4)
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13.1
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10.3
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37.7
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5.6
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(16.1)
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20.1
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28.1
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||||||||||
(1) The
Partnership owns a 100 per cent general partner interest in Tuscarora Gas
Transmission Company (Tuscarora or TGTC) following the acquisition of an
additional two per cent interest on December 31, 2007.
(2) The
Partnership acquired a 46.45 per cent partner interest in Great Lakes on
February 22, 2007.
(3) The
Partnership owns a 50 per cent general partner interest in Northern Border.
Equity income from Northern Border includes amortization of a $10 million
transaction fee paid to the operator of Northern Border at the time of the
additional 20 per cent acquisition in April 2006.
2
Net
income increased $1.5 million, or 8 per cent, to $19.2 million in second quarter
of 2008, compared to $17.7 million in second quarter of 2007. This increase was
primarily due to higher transmission revenues, lower financial charges, net and
other, and increased equity income from Great Lakes, partially offset by
decreased equity income from Northern Border.
Equity
income from Great Lakes was $13.8 million in second quarter of 2008, an increase
of $0.7 million or 5 per cent, compared to $13.1 million for the same period
last year. The increase in equity income was primarily due to decreased
operating expenses and increased transmission revenues, partially offset by the
Michigan business tax, a partnership level tax that was instituted in 2008. At
Great Lakes’ level, operating expenses decreased $1.6 million for the three
months ended June 30, 2008 compared to the same period last year primarily due
to the elimination of Michigan Single Business Tax and lower property taxes,
offset by increased main engine repairs and pipeline integrity costs. Great
Lakes’ transmission revenues increased $1.3 million for the three months ended
June 30, 2008 compared to the same period last year due primarily to increased
short-term revenues due to increased sales of daily transport capacity. Michigan
business tax for the three months ended June 30, 2008 was $1.3
million.
Equity
income from Northern Border was $8.7 million in second quarter of 2008, a
decrease of $1.6 million or 16 per cent, compared to $10.3 million in the same
period last year. The decrease in equity income is primarily due to lower
transmission revenues, partially offset by decreased operating expenses and
financial charges, net and other. At Northern Border’s level, transmission
revenues decreased $7.5 million for the three months ended June 30, 2008
compared to the same period last year due primarily to a decrease in overall
volumes sold mainly
related to the competition from the western segment of the Rockies Express
Pipeline. Northern Border’s operating expenses decreased $3.5 million for the
three months ended June 30, 2008 compared to the same period last year primarily
due to a $2.3 million transition related charge in 2007 related to the
reimbursement for shared equipment and furnishings, and decreased taxes other
than income in 2008. Financial charges, net and other decreased by $0.8 million
for the quarter ended June 30, 2008 compared to the same period last year mainly
due to decreased interest rates.
Tuscarora’s
net income was $4.3 million in second quarter of 2008, an increase of $1.6
million or 59 per cent, compared to $2.7 million in the same period last year.
The increase in net income is primarily due to the Likely compressor station
expansion project that went into service on April 1, 2008.
Other
financial charges, net and other of $6.4 million in second quarter of 2008,
decreased $1.1 million or 15 per cent, compared to $7.5 million in the same
period last year. This decrease is caused by lower average debt outstanding and,
to a lesser extent, lower interest rates.
Partnership
Cash Flows
The
Partnership uses the non-GAAP financial measures ‘Partnership cash flows’ and
‘Partnership cash flows allocated to common units’ as financial performance
measures. As the
Partnership’s financial performance underpins the availability of cash flows to
fund the cash distributions that the Partnership pays to its unitholders, the
Partnership believes these are key measures of the available cash flows to its
unitholders. The following
Partnership cash flows information is presented to enhance investors’
understanding of the way that management analyzes the Partnership’s financial
performance. Partnership
cash flows and Partnership cash flows allocated to common units are provided as
a supplement to financial results and are not meant to be considered in
isolation or as substitutes for financial results prepared in accordance with
GAAP.
3
|
(unaudited)
|
Three
months ended June 30,
|
Six
months ended June 30,
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||||||||||||||
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(millions
of dollars except per common unit amounts)
|
2008
|
2007
|
2008
|
2007
|
||||||||||||
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Net
Income
|
19.2 | 17.7 | 52.8 | 37.7 | ||||||||||||
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Add:
|
||||||||||||||||
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Cash
flows provided by Tuscarora's operating activities
|
4.1 | 3.2 | 10.1 | 8.9 | ||||||||||||
|
Cash
distributions from Great Lakes
|
24.1 | 23.6 | 35.7 | 23.6 | ||||||||||||
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Cash
distributions from Northern Border
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26.3 | 25.5 | 49.4 | 47.7 | ||||||||||||
|
Less:
|
||||||||||||||||
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Tuscarora's
net income
|
(4.3 | ) | (2.7 | ) | (7.5 | ) | (5.6 | ) | ||||||||
|
Equity
income from investment in Great Lakes
|
(13.8 | ) | (13.1 | ) | (32.4 | ) | (20.1 | ) | ||||||||
|
Equity
income from investment in Northern Border
|
(8.7 | ) | (10.3 | ) | (28.2 | ) | (28.1 | ) | ||||||||
|
Partnership
cash flows
|
46.9 | 43.9 | 79.9 | 64.1 | ||||||||||||
|
Partnership
cash flows allocated to general partner(1)
|
(3.0 | ) | (2.2 | ) | (5.4 | ) | (3.0 | ) | ||||||||
|
Partnership
cash flows allocated to common units
|
43.9 | 41.7 | 74.5 | 61.1 | ||||||||||||
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Cash
distributions declared
|
(27.8 | ) | (25.1 | ) | (55.2 | ) | (50.0 | ) | ||||||||
|
Cash
distributions declared per common unit
|
$ | 0.705 | $ | 0.655 | $ | 1.405 | $ | 1.305 | ||||||||
|
Cash
distributions paid
|
(27.4 | ) | (24.9 | ) | (53.0 | ) | (36.2 | ) | ||||||||
|
Cash
distributions paid per common unit
|
$ | 0.700 | $ | 0.65 | $ | 1.365 | $ | 1.25 | ||||||||
|
(1)
Partnership cash flows allocated to general partner represents the cash
distributions paid to the general partner with respect to its two per cent
interest plus an amount equal to incentive distributions.
|
||||||||||||||||
Partnership
cash flows increased $3.0 million, or 7 per cent, to $46.9 million for second
quarter of 2008, compared to $43.9 million for the same period last year. This
increase was primarily due to higher cash distributions received from Great
Lakes and Northern Border, increased cash flows provided by Tuscarora’s
operating activities and lower financial charges, net and other at the
Partnership level. Cash distributions from Great Lakes and Northern Border
increased by $1.3 million in total for the three months ended June 30, 2008
compared with the same period last year. Cash flows provided by Tuscarora’s
operating activities increased by $0.9 million for quarter ended June 30, 2008
compared with the same period last year primarily due to the financial results
from the Likely compressor station expansion project that went into service on
April 1, 2008. Costs at the Partnership level decreased by $0.8
million for quarter ended June 30, 2008 compared with the same period last year
primarily due to decreased financial charges, net and other, as a result of
lower average debt outstanding and, to a lesser extent, lower interest
rates.
During
the three months ended June 30, 2008, the Partnership made capital expenditures
of $0.9 million related to Tuscarora’s compressor station expansion project in
Likely, California. In April 2007, the Partnership made a contribution of $7.5
million to Northern Border, representing the Partnership’s 50 per cent share of
a $15.0 million cash call issued by Northern Border. In May 2007, the
Partnership reimbursed TransCanada $2.8 million for third party costs related to
the Partnership’s acquisition of its interest in Great Lakes.
The
Partnership paid distributions of $27.4 million in second quarter of 2008, an
increase of $2.5 million, or 10 per cent, compared to $24.9 million for the same
period in the prior year due to increases in quarterly per common unit
distribution amounts. The Partnership also repaid $16.3 million of the
outstanding balance on its debt during second quarter of 2008.
4
Conference
Call
Analysts,
members of the public, the media and other interested parties are invited to
participate in a teleconference and audio webcast on Thursday, July 31, 2008 at
9:00 a.m. (Mountain) and 11:00 a.m. (Eastern). Mark Zimmerman, president of the
general partner, will discuss second quarter 2008 financial results and general
developments and issues concerning the Partnership followed by a question and
answer session for the investment community and media. To participate, please
call (866) 225-0198. A replay of the conference call will also be available two
hours after the conclusion of the call and until midnight (Eastern) on Thursday,
August 7, 2008, by dialing (800) 408-3053, then entering pass code
3266673#.
A live
webcast of the conference call will also be available through the Partnership’s
website at www.tcpipelineslp.com.
An audio replay of the call will be available on the website.
TC
PipeLines, LP is a publicly traded limited partnership. TC PipeLines, LP has
interests in more than 3,600 miles of federally regulated U.S. interstate
natural gas pipelines, including Great Lakes Gas Transmission Limited
Partnership (46.45 per cent ownership), Northern Border Pipeline Company (50 per
cent ownership) and Tuscarora Gas Transmission Company (100 per cent ownership).
Great Lakes is a 2,115-mile pipeline serving markets in Minnesota, Wisconsin,
Michigan and eastern Canada. The 1,249-mile Northern Border Pipeline transports
natural gas from the Montana-Saskatchewan border to markets in the midwestern
United States. Tuscarora owns a 240-mile pipeline system that transports natural
gas from Oregon where it interconnects to TransCanada’s Gas Transmission
Northwest System. TC PipeLines, LP is managed by its general partner, TC
PipeLines GP, Inc., an indirect wholly owned subsidiary of TransCanada
Corporation. TC PipeLines GP, Inc., also holds common units of TC PipeLines, LP.
Common units of TC PipeLines, LP are quoted on the NASDAQ Stock Market and trade
under the symbol “TCLP.” For more information about TC PipeLines, LP, visit the
Partnership’s website at www.tcpipelineslp.com.
5
Cautionary
Statement Regarding Forward-Looking Information
This
news release may include forward-looking statements regarding future events and
the future financial performance of TC PipeLines, LP. Words such as “believes,”
“expects,” “intends,” “forecasts,” “projects,” and similar expressions identify
forward-looking statements. All forward-looking statements are based on the
Partnership’s current beliefs as well as assumptions made by and information
currently available to the Partnership. These statements reflect the
Partnership’s current views with respect to future events. The Partnership
assumes no obligation to update any such forward-looking statement to reflect
events or circumstances occurring after the date hereof. Important factors that
could cause actual results to materially differ from the Partnership's current
expectations include results of the Bison Pipeline Project Open Season and
whether or not Northern Border proceeds with the project, regulatory decisions,
particularly those of the Federal Energy Regulatory Commission and the
Securities and Exchange Commission, the ability of Great Lakes and Northern
Border to recontract their available capacity at maximum rates, its ability to
identify accretive growth opportunities, operational decisions of Northern
Border’s and Great Lakes’ operator, the failure of a shipper on any one of the
Partnership’s pipelines to perform its contractual obligations, supply of
natural gas in the Western Canada sedimentary basin and in competing basins,
such as the Rocky Mountains, future demand for natural gas, overcapacity in the
industry, costs related to the Partnership’s pipeline systems’ pipeline
integrity programs, and other risks inherent in the transportation of natural
gas as discussed in the Partnership’s filings with the Securities and Exchange
Commission, including the Partnership’s Annual Report on Form 10-K for the year
ended December 31, 2007 and the Partnership’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2008.
- 30
–
|
Media
Inquiries:
|
Shela Shapiro / Cecily
Dobson
|
(403)
920-7859
(800)
608-7859
|
|
Unitholder
and Analyst Inquiries:
|
Myles
Dougan
|
(877)
290-2772
investor_relations@tcpipelineslp.com
|
6
TC
PipeLines, LP
Financial
Summary
Consolidated
Statement of Income
|
(unaudited)
|
Three
months ended June 30,
|
Six
months ended June 30,
|
||||||||||||||
|
(millions
of dollars except per common unit amounts)
|
2008
|
2007
|
2008
|
2007
|
||||||||||||
|
Equity
income from investment in Great Lakes
|
13.8 | 13.1 | 32.4 | 20.1 | ||||||||||||
|
Equity
income from investment in Northern Border
|
8.7 | 10.3 | 28.2 | 28.1 | ||||||||||||
|
Transmission
revenues
|
8.2 | 6.7 | 15.1 | 13.6 | ||||||||||||
|
Operating
expenses
|
(2.3 | ) | (2.2 | ) | (4.5 | ) | (4.2 | ) | ||||||||
|
Depreciation
|
(1.7 | ) | (1.5 | ) | (3.3 | ) | (3.1 | ) | ||||||||
|
Financial
charges, net and other
|
(7.5 | ) | (8.7 | ) | (15.1 | ) | (16.8 | ) | ||||||||
|
Net
income
|
19.2 | 17.7 | 52.8 | 37.7 | ||||||||||||
|
Net
income allocation
|
||||||||||||||||
|
Common
units
|
16.4 | 15.6 | 47.4 | 34.6 | ||||||||||||
|
General
partner
|
2.8 | 2.1 | 5.4 | 3.1 | ||||||||||||
| 19.2 | 17.7 | 52.8 | 37.7 | |||||||||||||
|
Net
income per common unit
|
$ | 0.47 | $ | 0.45 | $ | 1.36 | $ | 1.16 | ||||||||
|
Weighted average common units
outstanding (millions)
|
34.9 | 34.9 | 34.9 | 29.8 | ||||||||||||
|
Common units outstanding, end
of the period (millions)
|
34.9 | 34.9 | 34.9 | 34.9 | ||||||||||||
|
Operating
Results
|
Three
months ended June 30,
|
Six
months ended June 30,
|
||||||||||||||
|
(unaudited)
|
2008
|
2007
|
2008
|
2007
|
||||||||||||
|
Great
Lakes(1)
|
||||||||||||||||
|
Volumes:
|
||||||||||||||||
|
Gas
delivered (million cubic
feet)
|
188,447 | 197,361 | 410,862 | 295,410 | ||||||||||||
|
Average
throughput (million
cubic feet per day)
|
2,071 | 2,169 | 2,258 | 2,308 | ||||||||||||
|
Capital
Expenditures (millions
of dollars):
|
||||||||||||||||
|
Maintenance
|
2.6 | 4.2 | 5.1 | 4.8 | ||||||||||||
|
Northern
Border
|
||||||||||||||||
|
Volumes:
|
||||||||||||||||
|
Gas
delivered (million cubic
feet)
|
145,437 | 187,213 | 362,523 | 387,201 | ||||||||||||
|
Average
throughput (million
cubic feet per day)
|
1,620 | 2,105 | 2,036 | 2,192 | ||||||||||||
|
Capital
Expenditures (millions
of dollars):
|
||||||||||||||||
|
Maintenance
|
4.2 | 6.8 | 4.9 | 7.2 | ||||||||||||
|
Growth
|
2.7 | - | 3.1 | - | ||||||||||||
|
Tuscarora
|
||||||||||||||||
|
Volumes:
|
||||||||||||||||
|
Gas
delivered (million cubic
feet)
|
5,840 | 4,051 | 15,564 | 14,080 | ||||||||||||
|
Average
throughput (million
cubic feet per day)
|
64 | 45 | 86 | 77 | ||||||||||||
|
Capital
Expenditures (millions
of dollars):
|
||||||||||||||||
|
Growth
|
0.9 | 2.9 | 4.5 | 3.5 | ||||||||||||
|
(1)
The summary information provided for Great Lakes in the "Six months ended
June 30, 2007" column pertains to the period after acquisition of February
23 to June 30, 2007.
|
||||||||||||||||