Back to GetFilings.com
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, 2003
Commission File Number 333-42578
IROQUOIS GAS TRANSMISSION SYSTEM, L.P.
(Exact name of registrant as specified in its charter)
Delaware 06-1285387
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
One Corporate Drive
Suite 600
Shelton, Connecticut 06484-6211
(Address of principal executive (Zip code)
offices)
(203) 925-7200
(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 [ ]
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
TABLE OF CONTENTS
Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Statements of Income -
Three Months Ended September 30, 2003 and 2002 and
Nine Months Ended September 30, 2003 and 2002 3
Consolidated Balance Sheets - September 30, 2003
and December 31, 2002 4
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 2003 and 2002 5
Consolidated Statement of Changes in Partners'
Equity - Nine Months Ended September 30, 2003 6
Notes to Consolidated Financial Statements 6
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risk 11
ITEM 4. Controls and Procedures 12
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 12
ITEM 6. Exhibits and Reports on Form 8K 16
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands)
(Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
2003 2002 2003 2002
OPERATING REVENUES, NET $29,628 $30,081 $98,156 $93,923
OPERATING EXPENSES
Operation and maintenance 6,232 7,862 18,301 18,917
Depreciation and amortization 6,024 5,912 18,045 17,638
Taxes other than income taxes 3,281 2,694 9,295 8,267
Operating expenses 15,537 16,468 45,641 44,822
OPERATING INCOME 14,091 13,613 52,515 49,101
OTHER INCOME/(EXPENSES)
Allowance for equity funds
used during construction 2,466 594 5,926 1,449
Other, net 56 (35) 140 200
INTEREST EXPENSE
Interest Expense 8,463 7,176 24,995 19,800
Interest Expense Capitalized (2,350) (693) (5,951) (1,729)
Interest Expense, Net 6,113 6,483 19,044 18,071
INCOME BEFORE TAXES 10,500 7,759 39,537 32,677
PROVISION FOR TAXES 4,064 3,084 15,619 12,987
NET INCOME 6,436 4,675 23,918 19,690
The accompanying notes are an integral part of these consolidated
financial statements.
PART I. FINANCIAL INFORMATION (Continued)
ITEM 1. FINANCIAL STATEMENTS (Continued)
IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
September 30, December 31,
ASSETS 2003 2002
CURRENT ASSETS
Cash and temporary cash investments $ 30,154 $ 21,620
Accounts receivable - trade, net 5,193 6,384
Accounts receivable - affiliates 5,439 5,470
Other current assets 6,491 3,838
Total Current Assets 47,277 37,312
NATURAL GAS TRANSMISSION PLANT
Natural gas plant in service 802,199 796,647
Construction work in progress 244,615 125,951
1,046,814 922,598
Accumulated depreciation and amortization (318,994) (301,123)
Natural Gas Transmission Plant, Net 727,820 621,475
OTHER ASSETS AND DEFERRED CHARGES
Regulatory assets - income tax related 17,781 14,080
Regulatory assets - other 1,520 1,661
Other assets and deferred charges 13,893 14,857
Total Other Assets and Deferred Charges 33,194 30,598
TOTAL ASSETS $ 808,291 $ 689,385
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 9,418 $ 16,703
Accrued interest 11,557 6,839
Current portion of long-term debt 22,222 22,222
Accrued property tax 2,865 3,780
Other current liabilities 5,140 3,999
Total Current Liabilities 51,202 53,543
LONG-TERM DEBT 453,333 385,000
OTHER NON-CURRENT LIABILITIES
Unrealized loss-interest rate hedge, net of tax 3,861 4,635
Other 1,957 2,281
Total Other Non-Current Liabilities 5,818 6,916
AMOUNTS EQUIVALENT TO DEFERRED INCOME TAXES
Generated by Partnership 113,600 100,355
Payable by Partners (95,819) (86,275)
Related to Other Comprehensive Income (1,920) (2,227)
Total Amounts Equivalent to Deferred
Income Taxes 15,861 11,853
Commitments and Contingencies - -
Total Liabilities 526,214 457,312
Partners' Equity 282,077 232,073
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 808,291 $ 689,385
The accompanying notes are an integral part of these consolidated financial
statements.
PART I. FINANCIAL INFORMATION (Continued)
ITEM 1. FINANCIAL STATEMENTS (Continued)
IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Nine Months Ended
September 30,
2003 2002
OPERATING ACTIVITIES:
Net Income $ 23,918 $ 19,690
Adjusted for the following:
Depreciation and amortization 18,045 17,638
Allowance for equity funds used during construction (5,926) (1,449)
Deferred regulatory asset-income tax related (3,701) (225)
Amounts equivalent to deferred income taxes 3,701 225
Income and other taxes payable by partners 15,619 12,987
Other assets and deferred charges 964 (8,962)
Other non-current liabilities (324) 2,072
CHANGES IN WORKING CAPITAL:
Accounts receivable 1,222 1,717
Other current assets (2,653) (2,112)
Accounts payable (7,285) (5,016)
Accrued interest 4,718 6,272
Other current liabilities 226 (1,605)
NET CASH PROVIDED BY OPERATING ACTIVITIES 48,524 41,232
INVESTING ACTIVITIES:
Capital expenditures (118,323) (45,651)
NET CASH USED IN INVESTING ACTIVITIES (118,323) (45,651)
FINANCING ACTIVITIES:
Partner contributions 10,000 --
Long-term debt borrowings 85,000 200,000
Repayments of long-term debt (16,667) (158,888)
NET CASH PROVIDED BY FINANCING ACTIVITIES 78,333 41,112
NET INCREASE IN CASH AND TEMPORARY
CASH INVESTMENTS 8,534 36,693
CASH AND TEMPORARY CASH INVESTMENTS AT
BEGINNING OF PERIOD 21,620 21,715
CASH AND TEMPORARY CASH INVESTMENTS AT
END OF PERIOD $ 30,154 $ 58,408
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ 19,055 $ 12,932
The accompanying notes are an integral part of these consolidated financial
statements.
PART I. FINANCIAL INFORMATION (Continued)
ITEM 1. FINANCIAL STATEMENTS (Continued)
IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY
For the Nine Months Ended September 30, 2003
(In Thousands)
(Unaudited)
PARTNERS' EQUITY
BALANCE AT DECEMBER 31, 2002 $232,073
Year-to-date net income 23,918
Taxes payable by Partners 15,619
Partner Contributions 10,000
Other comprehensive income, net of tax 467
PARTNERS' EQUITY
BALANCE AT SEPTEMBER 30, 2003 $282,077
The accompanying notes are an integral part of this consolidated
financial statement.
PART I. FINANCIAL INFORMATION - (Continued)
ITEM 1. FINANCIAL STATEMENTS - (Continued)
IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The consolidated financial statements included herein have been prepared
by Iroquois Gas Transmission System, L.P., referred to herein as Iroquois or
the Company without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. 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 Company
believes that the disclosures are adequate to make the information presented
not misleading. These financial statements should be read in conjunction with
the financial statements and the notes thereto included in Iroquois' Annual
Report on Form 10-K for the year ended December 31, 2002 referred to herein
as Iroquois' Form 10-K.
The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make assumptions and estimates 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.
2. Comprehensive income consisted of the following:
(in thousands) Three months ended Nine months ended
September 30, September 30,
2003 2002 2003 2002
Net income $6,436 $4,675 $23,918 $19,690
Other comprehensive income/(loss)
Unrealized income/(loss)on interest
rate hedge, net of tax 418 (1,041) 467 (1,090)
Comprehensive income $6,854 $3,634 $24,385 $18,600
PART I. FINANCIAL INFORMATION - (Continued)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
The Company owns an interstate natural gas pipeline system extending from the
United States-Canada border near Waddington, New York through Connecticut to
South Commack, Long Island, New York. Iroquois' pipeline system commenced
full operations on January 25, 1992, and is operated by the Company's wholly
owned subsidiary, Iroquois Pipeline Operating Company.
During the later part of 1999, the Company held negotiations with its
shippers, which led to the settlement of certain remaining issues from
previous rate cases between the Company and its shippers. The settlement
received Federal Energy Regulatory Commission, or FERC, approval on February
10, 2000. The settlement provides for a schedule of rate reductions through
the year 2003, generally precludes additional rate cases during this period
initiated by Iroquois or by any shipper that was a settling party, and
resolves all rate matters outstanding from the Company's previous two rate
cases.
In anticipation of the expiration of the settlement agreement of
February 10, 2000, the Company began extensive negotiations in 2002 with its
shippers regarding future rates. On August 29, 2003, Iroquois filed an Offer
of Stipulation and Settlement Agreement (2003 Settlement) with the FERC,
which implements four scheduled reductions to Iroquois' rates. Commencing
January 1, 2004 through December 31, 2007, Iroquois will reduce rates by a
total of approximately $0.05 per Dth over the term of the 2003 Settlement.
The 2003 Settlement was uncontested, with no adverse comments or protests
filed. In an order dated October 24, 2003, FERC approved the 2003 Settlement.
The 2003 Settlement does not establish any rates, terms or conditions for
Iroquois' Eastchester Extension Project (Eastchester Extension Project or
Eastchester Extension) currently under construction.
Eastchester Extension Project
In the final phases of construction of Iroquois' Eastchester marine pipeline
in Long Island Sound, work teams encountered a situation that will affect the
project's costs and in-service date. In the area of the Y-49 electric cables
owned by NYPA, the pipeline has become embedded in the soft soil of the
bottom to a depth that has reduced the initial clearance between the pipe and
two of the electric cables. Iroquois, NYPA and the appropriate regulatory
agencies are working in a cooperative effort to assess and resolve this
situation. The remedial work will be complex in nature and take place in
close proximity to the Y-49 electric cables and the ultimate impact of these
risks on project costs and schedule cannot be determined at this time.
As a result of delays in obtaining certain construction authorizations and
permits, and delays related to construction incidents, management anticipates
that the earliest projected in-service date of the fully complete Eastchester
Extension Project will be December 2003. Final project construction costs
have increased and are currently estimated at approximately $320.0 million,
rather than the $290.0 million estimated in the Company's second quarter 2003
Form 10-Q report.
Results of Operations
The components of Operating Revenues and Volumes Transported are provided in
the following table:
Three months ended Nine months ended
Revenues and Volumes Delivered September 30, September 30,
2003 2002 2003 2002
Revenues (dollars in millions)
Long-term firm reserved service $ 27.3 $ 27.2 $ 86.3 $ 85.5
Short-term firm/interruptible/other 2.4 2.9 11.9 8.4
Total revenues $ 29.7 $ 30.1 $ 98.2 $ 93.9
Volumes delivered (million dekatherms)
Long-term firm reserved service 71.5 76.3 212.8 224.2
Short-term firm/interruptible/other 9.9 10.5 41.5 31.2
Total volumes delivered 81.4 86.8 254.3 255.4
Short-term firm represents firm service contracts of less than one year.
Other revenue includes deferred asset surcharges, park and loan service
revenue and marketing fees.
The Company receives revenues under long-term firm reserved transportation
service contracts with shippers in accordance with service rates approved by
the FERC. The Company also has interruptible transportation service revenues
which are at the margin and thus can have a significant impact on net income.
Such revenues include short-term firm reserved transportation service
contracts having terms of less than one year as well as standard
interruptible transportation service contracts. While it is common for
pipelines to be obligated under their FERC-approved rate structures to share
some of their interruptible transportation service revenues with long-term
firm reserved service shippers, Iroquois is not obligated to do so under the
terms of its currently effective rate settlement described above. However,
there can be no assurance that this will be the case in the future.
On July 8, 2003, PG&E Corporation reported that NEG and a number of its
subsidiaries filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code. These subsidiaries include, PG&E Energy Trading
Holdings Corporation, PG&E Energy Trading-Gas Corporation, PG&E Energy
Trading-Power Corporation, PG&E ET Investments Corporation, and US Gen New
England, Inc. (US Gen NE).
US Gen NE had two firm transportation service agreements with Iroquois, one
for 40,702 Dth/d which expires on November 1, 2013 and one for 12,000 Dth/d
which expires on April 1, 2018. The total monthly demand charges for both
contracts was $0.5 million. On September 5, 2003, the bankruptcy court
authorized the rejection of US Gen NE's two firm transportation contracts.
Iroquois has remarketed a portion of the capacity on a short-term basis and
plans to continue to remarket and resell this capacity in the future.
Three-month period ended September 30, 2003 compared to the three-month
period ended September 30, 2002.
Revenues. Total revenues for the three-month period ended September 30, 2003
decreased $0.4 million or 1.3% compared to the three-month period ended
September 30, 2002. This decrease was primarily attributable to a decrease
in short-term firm/interruptible/other revenues of approximately $0.5 million
due to softer summer demand for interruptible services during the three-month
period ended September 30, 2003 as compared to the same period in 2002. A
slight $0.1 million increase in long-term firm revenues was primarily
attributable to additional capacity provided by the mainline compression
portion of the Eastchester facilities, partially offset by the rate decrease
effective January 1, 2003 of approximately $0.01 per dekatherm.
Operation and Maintenance Expense. Operation and maintenance expense
includes operating, maintenance and administrative expenses for the Company's
corporate office in Shelton, Connecticut and field support for the mainline,
metering and compression facilities. Operation and maintenance expense
decreased $1.6 million for the three-month period ended September 30, 2003
compared to the three-month period ended September 30, 2002. This decrease
was primarily due to a $2.0 million provision recorded in 2002 related to the
Company's Eastern Long Island Project, which was deferred and subsequently
written off. This decrease was partially offset by increased insurance costs
and outside services.
Other Income/(Expenses). Other income/(expenses) increased $1.9 million to
$2.5 million for the three-month period ended September 30, 2003 compared to
the three-month period ended September 30, 2002 due almost entirely to an
increase in the allowance for equity funds used during construction, or
equity AFUDC. The increase in the equity AFUDC primarily related to Iroquois'
expenditures for the Eastchester Extension.
Interest Expense, Net. Interest expense, net decreased by $0.4 million for
the three-month period ended September 30, 2003 compared to the three-month
period ended September 30, 2002 due to an increase in interest expense
capitalized of $1.7 million, partially offset by an increase in interest
expense of $1.3 million. The increase in interest expense capitalized was
primarily due to Iroquois' expenditures for the Eastchester Extension. The
increase in interest expense reflects an increase in Iroquois' average debt
balance due to borrowings associated with construction of the Eastchester
Extension. A $170.0 million bond offering was completed in August 2002 at
which time $144.2 million was used to pay down Iroquois' existing bank
facility. The Company's credit agreement was amended to permit draws, up to
an aggregate of $120.0 million, to match construction expenditures. As of
September 30, 2003, this amount has been fully drawn by the Company.
Nine-month period ended September 30, 2003 compared to the nine-month period
ended September 30, 2002.
Revenues. Total revenues for the nine-month period ended September 30, 2003
increased by $4.3 million or 4.6% compared to the nine-month period ended
September 30, 2002. This increase was largely due to an increase in short-
term firm/interruptible/other revenues of approximately $3.5 million,
attributable primarily to increased volumes for short-term firm and
interruptible services resulting from stronger market demand for natural gas
due to colder weather during the first quarter of 2003 as compared to the
same period in 2002. Long-term firm revenues increased by $0.8 million
primarily due to additional capacity provided by the mainline compression
portion of the Eastchester facilities and a new negotiated rate long-term
firm contract in the first quarter of 2003, partially offset by the rate
decrease effective January 1, 2003 of approximately $0.01 per Dekatherm.
Operation and Maintenance Expense. Operation and maintenance expense
decreased by $0.6 million or 3.3%, for the nine-month period ended September
30, 2003 compared to the nine-month period ended September 30, 2002. This
decrease was primarily due to a $2.0 million provision recorded in 2002
related to the Company's Eastern Long Island Project, which was deferred and
subsequently written off. This decrease was partially offset by increased
insurance costs.
Other Income/(Expenses). Other income/(expenses) for the nine-month period
ended September 30, 2003 increased by $4.4 million over the nine-month period
ended September 30, 2002 to $5.9 million. The increase was primarily due to
an increase in the equity AFUDC recorded for the Eastchester Extension of
$4.5 million, partially offset by a decrease in interest income of $0.1
million resulting from declining interest rates and investment balances.
Interest Expense, Net. Interest expense, net increased $1.0 million, or 5.4%
for the nine-month period ended September 30, 2003 compared to the nine-month
period ended September 30, 2002, due to a increase in interest expense of
$5.2 million, partially offset by an increase in interest expense capitalized
of $4.2 million. The increase in interest expense reflects an increase in
Iroquois' average debt balance due to borrowings associated with construction
of the Eastchester Extension. A $170.0 million bond offering was completed
in August 2002 at which time $144.2 million was used to pay down Iroquois'
existing bank facility. The Company's credit agreement was amended to permit
draws, up to an aggregate of $120.0 million, to match construction
expenditures. As of September 30, 2003, this amount has been fully drawn by
the Company. The increase in interest expense capitalized was primarily due
to Iroquois' expenditures for the Eastchester Extension.
Provision for Taxes. Income tax expense increased approximately $2.6 million
for the nine-month period ended September 30, 2003 as compared to the same
period in 2002. This increase was due primarily to an increase in taxable
income.
Liquidity and Capital Resources
For the first nine months of 2003, Iroquois' primary source of financing has
been bank borrowings under its amended credit agreement, cash flow from
operations and an equity contribution from its partners. Iroquois' ongoing
operations will require the availability of funds to service debt, fund
working capital, and make capital expenditures on Iroquois' existing
facilities and expansion projects.
Net cash provided by operating activities increased to $48.5 million in the
third quarter of 2003 compared to $41.2 million in the third quarter of 2002,
primarily due to an increase in net income and the effect of the 2002
increase in debt issuance costs associated with the financing related to the
Eastchester Extension. Net cash flow related to financing activities
increased by $37.2 million during the first nine months of 2003, as compared
to the same period in 2002, due to net bank borrowings and debt repayments
under Iroquois' amended credit agreement and an equity contribution from
Iroquois' partners.
Iroquois also is party to a $10.0 million, 364-day, variable rate revolving
line of credit to support working capital requirements. As of September 30,
2003 and December 31, 2002, there were no borrowings outstanding under this
facility.
Capital expenditures for the first nine months of 2003 were $118.3 million,
compared to $45.7 million in 2002, reflecting primarily the increased
construction activity related to the Eastchester Extension during the period.
Total capital expenditures for 2003 are estimated to be approximately $163.1
million, including approximately $159.0 million for the Eastchester
Extension. (See Part II, Item I, 'Legal Proceedings' for a further discussion
of the Eastchester Extension Project). The remaining capital expenditures
for 2003 are primarily related to the completion of the Eastchester Extension
and various general plant purchases. Iroquois expects to fund its 2003
capital expenditures through additional borrowings under its existing credit
facilities, and internal sources, including cash from operations and
increased equity contributions (including limiting distributions to partners)
in accordance with the partnership agreement. Iroquois' management makes
recommendations to the partnership management committee regarding the amount
and timing of distributions to partners. The amount and timing of
distributions is subject to internal cash requirements for construction,
financing and operational requirements. Distributions and cash calls require
the approval of the management committee. There were no cash distributions
to partners during the third quarter of 2003 or during the same period in
2002. Partners made an equity contribution to Iroquois on September 30, 2003
which, in the aggregate, totaled $10.0 million. An additional $10.0 million
equity contribution was made on October 23, 2003. There were no equity
contributions made during the third quarter of 2002.
Off-Balance Sheet Transactions
At September 30, 2003, the Company had no off-balance sheet transactions,
arrangements or other relationships with unconsolidated entities or persons
that would adversely affect liquidity, availability of capital resources,
financial position or results of operations.
PART I. FINANCIAL INFORMATION - (Continued)
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
Market risk represents the risk of changes in value of a financial
instrument, derivative or non-derivative, caused by fluctuations in interest
rates and prices. The following discussion of Iroquois' risk management
activities includes forward-looking statements that involve risks and
uncertainties. Actual results could differ materially from those
contemplated in the forward-looking statements. Iroquois handles market
risks in accordance with established policies, which may include various
derivative transactions.
The financial instruments held or issued by Iroquois are for purposes other
than trading or speculation. Iroquois is exposed to risk resulting from
interest rate changes on its variable-rate debt. Iroquois uses interest rate
swap agreements to manage the risk of increases in certain variable rate
issues. It records amounts paid and received under those agreements as
adjustments to the interest expense of the specific debt issues. Iroquois
believes that there is no material market risk associated with these
agreements. As of September 30, 2003, Iroquois had $105.6 million of
variable-rate debt outstanding, of which approximately $31.9 million is fixed
out under the interest rate swap agreements. Holding other variables
constant, including levels of indebtedness, a one-percentage point increase
in interest rates would negatively impact pre-tax earnings by approximately
$0.7 million.
PART I. FINANCIAL INFORMATION - (Continued)
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, an evaluation was carried
out, under the supervision and with the participation of the Company's
management, including the Company's principle executive officer and chief
financial officer, of the effectiveness of the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 15d-15(b). Based upon that
evaluation, the Company's principle executive officer and chief financial
officer, concluded that the Company's disclosure controls and procedures are
effective.
There have been no changes in the Company's internal controls over financial
reporting that have materially affected, or are reasonably likely to
materially affect, the Company's internal controls over financial reporting.
PART II. OTHER INFORMATION
IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
ITEM 1. Legal Proceedings
A description of the Company's legal proceedings is contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002.
Eastchester Certificate Application (FERC Docket No. CP00-232)
On April 28, 2000, Iroquois filed an application with the FERC to construct
and operate its Eastchester Extension Project. Under this proposal, as
subsequently modified, Iroquois would construct and operate certain
facilities, including additional compression facilities and approximately 36
miles of pipeline and associated facilities from Northport, Long Island to
the Bronx, New York. Those proposed facilities would provide 230 MDth/d of
natural gas per day to the New York City area. The Company proposed to
provide firm transportation service to the shippers with whom it executed
precedent agreements. On December 26, 2001, the FERC issued a certificate
authorizing Iroquois to construct and operate the Eastchester Extension
Project ('December 26 Order'). On January 25, 2002, Iroquois accepted the
certificate.
On April 19, 2002, the Company began constructing the Eastchester Extension
Project, and a portion of the upstream facilities have been placed into
service. Construction of the Long Island Sound portion of the project
commenced in October 2002.
As a result of delays in obtaining certain construction authorizations and
permits, and delays related to construction incidents, management anticipates
that the earliest projected in-service date of the fully complete Eastchester
Extension Project will be December 2003. Final project construction costs
have increased and are currently estimated at approximately $320.0 million,
rather than the $290.0 million estimated in the Company's second quarter 2003
Form 10-Q report. In early 2004, Iroquois intends to file with the FERC under
Section 4 of the Natural Gas Act a rate application to establish rates for
transportation utilizing the Eastchester facilities. Iroquois anticipates
such new rates will be put into effect, subject to refund, by mid 2004. It
is impossible at this time to determine the outcome of the planned rate
proceeding or the affect of the outcome on the Company's financial position
and results of operations.
Athens Project (FERC Docket No. CP02-20-000)
On June 3, 2002, the FERC issued a certificate authorizing Iroquois to
construct the Athens Project facilities that had been requested by one of the
Company's shippers (Athens Generating Company). In light of various
uncertainties associated with the Athens Project, Iroquois evaluated
alternative means to provide the firm transportation service requested by the
shipper. As a result of that evaluation, capacity was made available on an
interim basis, allowing Iroquois to defer the commencement of construction of
the Athens Project. By letter dated April 22, 2003, Iroquois requested a 1-
year extension from the FERC of the deadline for completion of construction
of the Athens Project, or until December 3, 2004. On May 14, 2003, the FERC
granted Iroquois' request for the 1-year extension. On June 13, 2003, Athens
Generating Company filed a request for rehearing in opposition to Iroquois' 1
year extension. On September 17, 2003 the FERC issued an order denying the
request for rehearing.
Brookfield Project (FERC Docket No. CP02-31-000)
On October 31, 2002 the FERC issued a certificate authorizing Iroquois to
construct the Brookfield Project facilities.
Based on communications with its prospective customers regarding the timing
of their needs for new firm transportation service, Iroquois has determined
that a temporary deferral of the construction of the Brookfield Project is
necessary. Specifically, Astoria Energy LLC, or Astoria, the largest shipper
for the Brookfield Project, had requested that its service be deferred until
November 1, 2005. On February 28, 2003, Iroquois and Astoria executed an
amendment to their precedent agreements reflecting this deferral. However,
on August 1, 2003, Astoria elected to terminate its precedent agreements with
Iroquois.
Iroquois plans, however, to continue to work directly with Astoria regarding
its future natural gas transportation requirements pending Astoria's
financing of its proposed electric generating facility for which it has a
power purchase agreement with Consolidated Edison Company of New York, Inc.
The other original Brookfield Project shipper, PPL Energy Plus, LLC, or PPL,
has also elected to terminate its precedent agreement, and Iroquois is
currently remarketing the Brookfield Project capacity entitlement
relinquished by PPL to other potential shippers.
In anticipation of these developments, on April 22, 2003, Iroquois requested
an eighteen month extension from the FERC to extend the construction
completion time of the Brookfield Project to October 31, 2005. On May 14,
2003, the FERC granted Iroquois' request and extended the construction
completion date to November 1, 2005.
On June 27, 2003, Iroquois purchased real property at 60 High Meadow Road,
Brookfield, CT, which was previously approved by the FERC as suitable for
construction of the Brookfield compressor station. In accordance with the
FERC approval, the site must be remediated before construction takes place.
Site remediation is not expected to have a material adverse impact on
Iroquois' operating results or financial condition. The Connecticut
Department of Environmental Protection is currently reviewing the project's
site remediation plan and scope of work schedule.
Eastchester Project Incidents
On November 16, 2002, certain undersea electric transmission cables owned by
Long Island Lighting Company d/b/a The Long Island Power Authority, or LIPA,
and Connecticut Light and Power Company, or CL&P, were allegedly damaged
and/or severed when an anchor deployed by the DSV MR. SONNY, a work vessel
taking part in the construction of the Eastchester Extension, allegedly
allided with the cables. The MR. SONNY is owned by Cal Dive International,
Inc., a subcontractor of Iroquois' general contractor, Horizon Offshore
Contractors, Inc.
On December 6, 2002, Cal Dive commenced a maritime limitation of liability
action in the United States District Court for the Eastern District of New
York, seeking exoneration from or limitation of liability in respect of this
incident. LIPA, CL&P, Iroquois, Horizon, and Thales GeoSolutions Group, Ltd.
(another of Horizon's subcontractors), have all filed claims in the
limitation action. In addition, LIPA and CL&P filed third-party claims
against Iroquois and its operating subsidiary, IPOC, as well as Horizon and
Thales seeking recovery for its alleged losses. Iroquois filed cross claims
against Horizon and Thales for indemnification in respect of LIPA's and
CL&P's claims, and Horizon filed a third-party claim against Thales. LIPA
and CL&P subsequently agreed to dismiss their claim against IPOC, but without
prejudice to their right to re-file that claim if they deem necessary.
LIPA and CL&P are claiming a total of $34.2 million in damages, consisting of
$14.4 million for repairs and repair related costs, including LIPA and CL&P
internal costs and overheads of $4.7 million, as well as $19.9 million in
consequential damages.
In addition to the foregoing, Iroquois has been advised that the Town of
Huntington, New York may assert a claim against the Company alleging
violations of certain municipal ordinances on the basis of a claim that
dielectric fluid was released from the cable as a result of the incident.
Under the terms of the construction contract between Horizon and Iroquois,
Horizon is obligated to indemnify Iroquois for Horizon's negligence
associated with the construction of the Eastchester Extension. Horizon is
also contractually responsible for its subcontractors' negligence. As
required by the contract, Horizon named Iroquois as an additional named
insured under Horizon's policies of insurance. Iroquois understands that it
is covered under Horizon's policies to the extent that Horizon has assumed
liability to Iroquois under the contract. Based on Horizon's subcontracts
with Thales and Cal Dive, Iroquois may also be entitled to coverage as an
additional insured party under those parties' policies of insurance. In any
event, Iroquois believes it is adequately insured by its own insurers.
Therefore, based on its initial investigation, Iroquois' management believes
that this matter will not have a material adverse affect on the Company's
financial condition or results of operations.
On February 27, 2003, the New York Power Authority, or NYPA, informed
Iroquois that one of four cables that comprised its Y-49 facility, which is a
600 megawatt undersea electrical power interconnection between Westchester
County and LIPA's transmission system at Sands Point, New York, allegedly
sustained damage causing a disruption of power transmission over the line and
leakage of dielectric fluid. NYPA alleges that the damage was caused by an
anchor of Horizon's pipeline lay barge, the GULF HORIZON, which was in the
vicinity of NYPA's cable and was involved in work in the Eastchester
Extension at the time of the casualty.
By letter dated March 25, 2003, counsel representing NYPA and LIPA informed
Iroquois that they intend to hold Iroquois, Horizon and Horizon's
subcontractor, Thales, jointly and severally liable for the full extent of
their damages, which they allege includes emergency response costs, repair of
the damaged electrical cable, loss of use and disruption of service, and
certain other as yet unspecified damages arising out of or relating to the
incident. To date, NYPA has not placed a specific dollar value on its claim.
Iroquois is a party to an agreement with NYPA which provides, among other
things, that Iroquois will indemnify NYPA for damage to the Y-49 cables which
results from Iroquois' or its contractors' negligent acts or omissions or
willful misconduct. Under the terms of the construction contract between
Horizon and Iroquois, Horizon is required to indemnify Iroquois for Horizon's
negligence associated with the construction of the Eastchester Extension.
Horizon is also contractually responsible for its sub-contractor's
negligence. Pursuant to the contract, Horizon named Iroquois as an
additional named insured under Horizon's policies of insurance. Iroquois is
still investigating whether Horizon's insurance is adequate to cover Iroquois
for its potential losses in this matter. Iroquois may also be entitled to
indemnity as an additional insured under Thales' policies of insurance,
although this matter is also still subject to further investigation.
Iroquois has placed Horizon and its underwriters on notice that it intend to
hold Horizon responsible. Iroquois has further requested that Horizon assume
its defense and hold it harmless in respect of this claim; however, to date,
Horizon has rejected this request. Iroquois has also placed its own
insurance underwriters on notice and is currently investigating the
applicability of all available insurance coverage.
On August 15, 2003, Horizon commenced a maritime limitation of liability
action in the United States District Court for the Southern District of
Texas, Houston Division, captioned In the Matter of Horizon Vessels Inc., as
owner of the GULF HORIZON, seeking exoneration from or limitation of
liability in connection with this incident. On November 12, 2003, Iroquois
filed an Answer in Horizon's action, requesting that the limitation of
liability action be dismissed and/or that the limitation injunction be lifted
to permit Iroquois to pursue its claims against Horizon in the forum of its
choice, or, in the alternative, that Horizon be denied limitation rights
under the Limitation Act. Iroquois also filed a claim in Horizon's
limitation action seeking indemnity for any liability it may be found to have
to NYPA as a result of the NYPA cable incident as well as all losses suffered
by Iroquois as a result thereof, and, on a protective basis, seeking full
damages for Horizon's breaches and deficient performance under the
Iroquois/Horizon construction contract, which claims are unrelated to the
NYPA cable incident.
Iroquois is still in the process of investigating this incident and
evaluating its rights, obligations and responsibilities. Given the
preliminary stage of this matter, Iroquois is unable to assess the likelihood
of an unfavorable outcome and/or the amount or range of loss, if any, in the
event of an unfavorable outcome.
In the final phases of construction of Iroquois' Eastchester marine pipeline
in Long Island Sound, work teams encountered a situation that will affect the
project's costs and in-service date. In the area of the Y-49 electric cables
owned by NYPA, the pipeline has become embedded in the soft soil of the
bottom to a depth that has reduced the initial clearance between the pipe and
two of the electric cables. Iroquois, NYPA and the appropriate regulatory
agencies are working in a cooperative effort to assess and resolve this
situation. The remedial work will be complex in nature and take place in
close proximity to the Y-49 electric cables and the ultimate impact of these
risks on project costs and schedule cannot be determined at this time.
Iroquois has also learned that there may have been one or more violations by
the contractor of the exclusionary zones established around certain specified
areas of possible cultural resources, namely underwater archeological sites
such as shipwrecks, along the pipeline's marine route. At this time, Iroquois
has no information that any sites were in fact damaged and Iroquois'
investigation in this matter is ongoing. Iroquois has informed the Federal
Energy Regulatory Commission and the New York State Office of Parks,
Recreation and Historic Preservation of this matter. At this time, Iroquois
is unable to determine if there will be any material adverse affect on the
company's financial condition and results of operations due to this matter.
PG&E National Energy Group, Inc.(NEG) and its Subsidiaries' Bankruptcy Filing
On July 8, 2003, PG&E Corporation reported that NEG and a number of its
subsidiaries filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code. These subsidiaries include, PG&E Energy Trading
Holdings Corporation, PG&E Energy Trading-Gas Corporation, PG&E Energy
Trading-Power Corporation, PG&E ET Investments Corporation, and US Gen New
England, Inc. (US Gen NE).
US Gen NE had two firm transportation service agreements with Iroquois, one
for 40,702 Dth/d which expires on November 1, 2013 and one for 12,000 Dth/d
which expires on April 1, 2018. The total monthly demand charges for both
contracts was $0.5 million. On September 5, 2003, the bankruptcy court
authorized the rejection of US Gen NE's two firm transportation contracts.
Iroquois has remarketed a portion of the capacity on a short-term basis and
plans to continue to remarket and resell this capacity in the future.
On October 15, 2003, Iroquois filed a proof of claim with the bankruptcy
court for $49.8 million, representing the present value of the two rejected
contracts.
No further material legal proceedings or material developments have occurred
since December 31, 2002.
ITEMS 2-5 are not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits:
Index to Exhibits
Exhibit
Number
31.1 Certification of the Chief Executive Officer to Rule 15d-14(a) under
the Securities Exchange Act of 1934.
31.2 Certification of the Chief Financial Officer pursuant to Rule
15d-14(a) under the Securities Exchange Act of 1934.
32.1 Certification pursuant to Rule 15d-14(b) under the Securities
Exchange Act of 1934 and 18 U.S.C. Section 1350.
(b) The Company filed a Current Report on form 8-K, dated October 3, 2003
reporting a situation that was encountered in the final phases of
construction of Iroquois' Eastchester Marine pipeline in Long Island Sound,
which will delay the project's in-service date and increase the project's
cost.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
IROQUOIS GAS TRANSMISSION SYSTEM, L.P.
(A Delaware Limited Partnership)
Date: November 14, 2003 By: Iroquois Pipeline Operating Company,
as its Agent
/S/ E.J. Holm
_________________
E.J. Holm
President
/S/ Paul Bailey
_________________
Paul Bailey
Vice President & Chief Financial Officer