UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
PERIOD ENDED MARCH 31, 1999 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-51713
MARKET HUB PARTNERS STORAGE, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0558052
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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16420 Park Ten Place, Suite 420
Houston, Texas
77084
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(Address of principal executive offices)
(Zip code)
(281) 597-6777
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(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. Market Hub Partners Storage, L.P. is no
longer obligated by Section 13 or 15(d) of the Securities Exchange Act of 1934
to file periodic reports. This filing is being submitted to satisfy contractual
obligations of the filer.
YES [ ] NO [X]
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MARKET HUB PARTNERS STORAGE, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
MARCH 31, DECEMBER 31,
1999 1998
---------- -----------
(IN THOUSANDS)
ASSETS
Current Assets:
Cash and cash equivalents ....................... $ 15,739 $ 19,592
Accounts and notes receivable ................... 11,586 12,453
Other current assets ............................ 309 74
---------- ----------
Total current assets ......................... 27,634 32,119
---------- ----------
Property and Equipment:
Natural gas storage facilities .................. 179,160 173,692
Construction in progress ........................ 8,253 12,290
Less accumulated depreciation ................... (17,739) (16,148)
---------- ----------
169,674 169,834
Other Assets and Restricted Cash ................... 4,110 4,287
---------- ----------
$ 201,418 $ 206,240
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Current Liabilities:
Accounts payable, trade and other ............... 286 1,483
Accrued liabilities ............................. 2,744 8,644
---------- ----------
Total current liabilities .................... 3,030 10,127
Long-Term Debt ..................................... 115,000 115,000
Partners' capital .................................. 83,388 81,113
---------- ----------
$ 201,418 $ 206,240
========== ==========
See Notes to Consolidated Financial Statements.
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MARKET HUB PARTNERS STORAGE, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
---------------------
MARCH 31, MARCH 31,
1999 1998
--------- ---------
(IN THOUSANDS)
Revenues:
Salt cavern storage revenues ..................... $ 7,943 $ 6,504
Hub services revenues ............................ 103 1,144
--------- ---------
Total revenues ................................... 8,046 7,648
--------- ---------
Operating Expense:
Operations and maintenance ....................... 691 470
Plant administrative ............................. 47 212
Property taxes ................................... 258 240
Royalty payments ................................. -- 68
General and administrative ....................... 1,078 816
Depreciation and amortization .................... 1,674 1,306
--------- ---------
Total operating expenses ......................... 3,748 3,112
--------- ---------
Operating income ...................................... 4,298 4,536
Interest expense ...................................... 2,302 1,033
Interest income ....................................... 279 207
--------- ---------
Net Income Before Extraordinary Item .................. 2,275 3,710
Extraordinary loss on early extinguishment of
debt ................................................ -- (6,702)
--------- ---------
Net Income ............................................ $ 2,275 $ (2,992)
========= =========
See Notes to Consolidated Financial Statements
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MARKET HUB PARTNERS STORAGE, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------
MARCH 31, MARCH 31,
1999 1998
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss) ..................................... $ 2,275 $ (2,992)
Adjustments to reconcile net income to cash provided
by operating activities
Depreciation and amortization ..................... 1,674 1,306
Extraordinary loss on early extinguishment of debt -- 6,702
Changes in assets and liabilities:
Decrease in accounts receivable ................... 867 308
Increase in other current assets .................. (235) (188)
Decrease in other assets and restricted cash ...... 95 119
Decrease in trade payables and accrued liabilities (7,097) (2,455)
Decrease in payable to partners, affiliates and
other ........................................... -- (943)
--------- ---------
Net cash (used in) provided by operating activities (2,421) 1,857
Cash Flows from Investing Activities:
Capital expenditures .................................. (1,432) (3,989)
Issuance of note to Tioga project .................... -- (4,000)
--------- ---------
Net cash used in investing activities ................ (1,432) (7,989)
Cash Flows from Financing Activities:
Issuance of long-term debt (net of expenses of $8,753) -- 106,427
Repayments of long-term debt ......................... -- (53,492)
Receipt of restricted cash ........................... -- 2,084
Capital distributions to partners .................... -- (17,617)
--------- ---------
Net cash provided by financing activities .................. -- 37,402
--------- ---------
Net increase (decrease) in cash and cash
equivalents .................................. (3,853) 31,270
Cash and cash equivalents at beginning of period .... 19,592 2,153
--------- ---------
Cash and cash equivalents at end of period .......... $ 15,739 $ 33,423
========= =========
Supplementary Disclosure of Cash Flow Information:
Cash paid for interest (net of amounts capitalized) $ 4,573 --
</TABLE>
See Notes to Consolidated Financial Statements
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<PAGE>
MARKET HUB PARTNERS STORAGE, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
(UNAUDITED)
THREE MONTHS
ENDED
MARCH 31,
1999
-----------
(IN THOUSANDS)
Partner Contributions (Distributions) ........................... $ --
Net Income (Loss) ............................................... 2,275
-----------
Net Increase (Decrease) in Capital .............................. 2,275
Partners' Capital Balance, Beginning of Period .................. 81,113
-----------
Partners' Capital Balance, End of Period ........................ $ 83,388
===========
See Notes to Consolidated Financial Statements
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MARKET HUB PARTNERS STORAGE, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(ALL AMOUNTS IN THOUSANDS, UNLESS OTHERWISE NOTED)
NOTE 1. BASIS OF PRESENTATION
Market Hub Partners Storage, L.P. (the "Company") owns and operates two
natural gas market hubs, "Moss Bluff" and "Egan," located near Houston, Texas
and in Acadia Parish, Louisiana, respectively, which provide producers,
end-users, local distribution companies, pipelines and natural gas marketers
with "unbundled" high deliverability storage services, cash market trading, real
time title tracking and other hub services. The Company was formed on December
31, 1997 as a Delaware limited partnership. The Company is wholly owned by
Market Hub Partners, L.P. ("MHP") through its direct 99.99% limited partner
interest and its subsidiary's, Market Hub Partners Storage, L.L.C., .01% general
partner interest. Prior to April 1, 1999, MHP was owned by TPC Corporation, a
wholly owned subsidiary of PacifiCorp, and subsidiaries of NiSource (formerly
NIPSCO Industries, Inc.), DPL Inc., and Public Service Enterprise Group, Inc.
On April 1, 1999, NiSource completed its acquisition of TPC Corporation,
including its 66% interest in Market Hub Partners, L.P. NiSource currently owns
approximately 77.3% of MHP as a result of this acquisition. The sale may trigger
an obligation of the Company to make certain change of control incentive
payments under the Company's employment agreements with its executive officers
and certain other key employees (see Note 4).
The accompanying consolidated financial statements and notes for the
Company have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been omitted pursuant to such rules and
regulations. In connection with the preparation of these financial statements,
management was required to make estimates and assumptions that affect the
reported amount of assets, liabilities, revenues, expenses and disclosure of
contingent liabilities. Actual results could differ from such estimates.
The consolidated financial statements included herein are unaudited;
however, they include all adjustments (all of which are normal and recurring)
which, in the opinion of management, are necessary to fairly state the
consolidated financial position of the Company as of March 31, 1999 and 1998,
and the results of its operations and its cash flows for the three months ended
March 31, 1999 and 1998.
NOTE 2. LONG-TERM DEBT
SENIOR UNSECURED NOTES - In March 1998, the Company completed the sale of
$115 million in 8.25% senior unsecured notes due 2008 (the "Senior Unsecured
Notes"). The net proceeds from the sale were approximately $110.9 million.
Proceeds of the placement have been used by the Company to repay the outstanding
principal amount, $53.5 million, of 8.10% secured indebtedness (the "Secured
Notes"), with accrued interest of $758,000 and prepayment penalties of $5.1
million, and to pay a distribution to MHP in the amount of $17.6 million, which
was subsequently used by MHP to repay debt owed by MHP to its partners. In
addition, the Company loaned approximately $5.0 million of the net proceeds, at
a rate of prime plus 2%, to a subsidiary of MHP to develop another project (see
Note 3).
As a result of the repayment of the Secured Notes, the Company recorded a
$6.7 million extraordinary loss. Approximately $5.1 million of the extraordinary
loss was a prepayment penalty made to holders of the Secured Notes and $1.6
million was a write-off on unamortized deferred financing costs associated with
the Secured Notes. In addition, $2.1 million of restricted cash was made
available to the Company. Subsequent to the Senior Unsecured Notes issuance, the
Company completed an offering to exchange all of the outstanding Senior
Unsecured Notes for newly issued notes. The new notes have been registered with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, but are otherwise substantially the same in all material respects to
the Senior Unsecured Notes surrendered for exchange.
If various conditions are met under the indenture governing the Senior
Unsecured Notes (the "Indenture"), the Company may make certain distributions.
As permitted by the Indenture, the Company distributed $2.5 million to MHP in
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<PAGE>
1998. In addition, the Indenture allows the Company to make permitted
distributions not to exceed, in the aggregate, 35% of net income before
extraordinary item for any period, as well as restricted payments not to exceed,
in the aggregate, 50% of the difference between net income for the period
beginning on January 1, 1998 and ending on the last day of the Company's last
fiscal quarter for which quarterly or annual consolidated financial statements
are available next preceding the date the restricted payment is made and the
permitted distribution amount for that same period. In December 1998, the
Company paid a $2.9 million permitted distribution and a restricted payment of
$2.1 million to MHP. The Company anticipates making a permitted distribution of
approximately $3 million in May 1999.
REVOLVING CREDIT FACILITY. Pursuant to the indenture for the Senior
Unsecured Notes, the Company is allowed to execute a revolving credit facility.
In April 1998, the Company executed a credit facility (the "Credit Facility")
with Bank One, Texas, N.A. that expires December 2000. The Credit Facility
provides for revolving credit borrowings up to $20.0 million in the aggregate at
any time. Borrowings under the Credit Facility will bear interest at a rate per
annum, at the Company's option, equal to: (i) the bank's prime rate or (ii) the
London Interbank Offered Rate plus 2%. The Credit Facility is secured by
substantially all the assets of the Company and includes certain covenants
applicable to the Company, including requirements that the Company comply with
certain financial ratios. The Company has not made any borrowings under the
Credit Facility as of March 31, 1999.
NOTE 3. NOTES RECEIVABLE
Included in the accounts and notes receivable balance is a $5 million,
payable on demand, bearing interest at prime plus 2%, issued by the Company to a
wholly owned subsidiary of MHP. The note was used to fund a portion of the
pre-construction expenditures associated with a development project in Tioga
County, Pennsylvania. The Company expects that the note will be repaid when
financing is secured for the Tioga project.
NOTE 4. SUBSEQUENT EVENTS
On April 1, 1999, NiSource completed its acquisition of TPC Corporation,
including TPC's 66% interest in MHP from Pacificorp. As of result of the
acquisition, NiSource currently owns 77.3% of MHP.
On April 29, 1999, Miami Valley Market Hub, Inc., a subsidiary of DPL,
Inc., filed a lawsuit challenging the acquisition. The lawsuit alleges that the
acquisition was invalid as a result of failure to obtain partner consent under
the MHP partnership agreement and that it violated right of first refusal
provisions in the partnership agreement. Neither the Company nor MHP is a party
to the lawsuit.
The sale may constitute a "change of control" of the Company under the
Company's employment agreements with its executive officers and certain other
key employees (the "Executive Employment Agreements"). Upon a change of control
under the Executive Employment Agreements, Messrs. Hooker, Clark, Cook, Lorio,
Gatewood and Allemandou shall receive an amount equal to 2.0%, 1.25%, 1.25%, 1%,
1% and 1%, respectively, of the increase in value of the Company from January 1,
1998 to the date the change of control occurs, calculated pursuant to the
Executive Employment Agreements. The amount of any such payment that may be
required has not yet been quantified, but may be material.
The Company's employment of Mr. David W. Hooker, Executive Vice President
and Chief Operating Officer, ceased as of April 20, 1999.
On May 13, 1999 Messrs. Clark, Lorio, Gatewood, Allemandou and Cook (each
an officer or employee of the Company) filed a lawsuit against the Company and
certain of its affiliates (Market Hub Partners, L.P., Market Hub Partners, Inc.
and Market Hub Storage Partners, L.L.C.) seeking payment of amounts allegedly
owed to them under their employment agreements with the Company in connection
with the NiSource acquisition.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in the Company's annual report on Form 10-K for the year
ended December 31, 1998, and the Company's Consolidated Financial Statements,
and the notes thereto, included in Item 1 of this Report.
GENERAL
The Company markets its natural gas storage services to utilities,
pipeline companies, local distribution companies, producers and natural gas
marketers. The Company receives fees for use of its salt cavern storage
facilities, which generally include a contractual demand charge for the
reservation of storage space and, in some instances, injection and withdrawal
fees for the actual use of the space. A relatively stable source of revenues
exists from several long-term, demand charge contracts with customers at the
Company's two operating facilities. These contracts provide a minimum level of
revenue regardless of usage by the customer.
The Company also offers short-term firm and interruptible hub services to
its customers. These services include balancing, wheeling, title transfer,
imbalance trading and loaning natural gas. The Company is currently using hub
services to generate incremental revenue and to provide existing and potential
long-term customers with an inexpensive way to incorporate these services in
their natural gas portfolios. The Company believes that hub service transactions
may lead to additional long-term storage contracts over time.
CAPACITY EXPANSIONS
The Company's financial condition and results of operations are directly
related to the working storage capacity of the Company's storage facilities. As
of March 31, 1999, working storage capacity was approximately 10.8 billion cubic
feet ("Bcf") at Moss Bluff and approximately 10.0 Bcf at Egan, for a total of
20.8 Bcf. At December 31, 1998, working storage capacity was approximately 10.3
Bcf at Moss Bluff and approximately 9.4 Bcf at Egan, for a total storage
capacity of 19.7 Bcf.
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<PAGE>
Below is a chart depicting the growth in both working and leased gas
capacity at each of the facilities for the period ending March 31, 1999 and 1998
(in Bcf's, except for percentages):
<TABLE>
<CAPTION>
MARCH 31, MARCH 31,
1999 1998
--------- ---------
<S> <C> <C>
MOSS BLUFF
Working gas capacity (1) ................................ 10.8 9.9
Average working gas capacity (2) ........................ 10.6 9.8
Leased gas capacity(includes secondary firm*)(1) ........ 11.0 9.0
Percentage of working gas capacity leased (1) ........... 102% 91%
Average leased gas capacity (2) ......................... 10.8 9.0
EGAN
Working gas capacity (1) ................................ 10.0 7.7
Average working gas capacity (2) ........................ 9.8 7.3
Leased gas capacity(includes secondary firm*)(1) ........ 9.7 6.7
Percentage of working gas capacity leased (1) ........... 97% 87%
Average leased gas capacity (2) ......................... 9.7 6.7
CONSOLIDATED FACILITY TOTALS
Working gas capacity (1) ................................ 20.8 17.6
Average working gas capacity (2) ........................ 20.4 17.1
Leased gas capacity(includes secondary firm*)(1) ........ 20.7 15.7
Percentage of working gas capacity leased (1) ........... 100% 89%
Average leased gas capacity (2) ......................... 20.5 15.7
</TABLE>
(1) As of March 31 of the years indicated.
(2) From January 1 to March 31 of the years indicated.
* Secondary firm customers typically pay a lower demand fee than a firm
contract because the facility has the right to make the storage capacity or
injection and withdrawal facilities unavailable to the secondary firm
customer if a customer with a firm contract requires the space or facilities.
RESULTS OF OPERATIONS
The Company was formed by MHP on December 31, 1997 to hold the equity
interests of Moss Bluff, Egan and their respective general partners.
COMPARISON OF FIRST QUARTER 1999 AND FIRST QUARTER 1998
REVENUES. Revenues for the first quarter of 1999 were $8.0 million
compared to $7.6 million for the first quarter of 1998, an increase of $0.4
million, or 5%. This $0.4 million increase is attributable to an increase in
salt cavern storage revenues. The increase in salt cavern storage revenues is
principally due to an increase in total working storage capacity from 17.6 Bcf
at March 31, 1998 to 20.8 Bcf at March 31, 1999.
OPERATING EXPENSES. Operating expenses were $3.7 million for the first
quarter of 1999 compared to $3.1 million for the first quarter of 1998, an
increase of $0.6 million, or 19%. The increase is a result of increased
activities at the operating facilities resulting from the storage capacity
expansion program.
OPERATING INCOME. As a result of the factors described above, operating
income for the first quarter of 1999 decreased to $4.3 million from $4.5 million
in the first quarter 1998, a decrease of $0.2 million, or 0.4%.
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<PAGE>
NET INTEREST EXPENSE. Net interest expense was $2.0 million for the first
quarter of 1999 compared to $0.8 million for the first quarter of 1998, an
increase of $1.2 million, or 150%. This increase is the result of issuance of
$115 million in aggregate principal amount of the Unsecured Notes in March 1998.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL. In April 1998, the Company executed a credit facility (the
"Credit Facility") with Bank One, Texas, N.A. that expires December 2000. The
Credit Facility provides for revolving credit borrowings up to $20.0 million in
the aggregate outstanding at any time. Borrowings under the Credit Facility will
bear interest at a rate per annum, at the Company's option, equal to: (i) the
bank's prime rate or (ii) the London Interbank Offered Rate plus 2%. The Credit
Facility is secured by substantially all the assets of the Company and includes
certain covenants applicable to the Company, including requirements that the
Company comply with certain financial ratios. The Company has not made any
borrowings under the Credit Facility as of March 31, 1999.
CASH FLOWS. Net cash (used in) provided by operating activities was ($2.4)
million for the first three months of 1999 and $1.9 million for the first three
months of 1998. The reduction in cash flows from operating activities is
primarily due to reductions in current liabilities during the first quarter of
1999.
Net cash used in investing activities during the first three months of
1999 and 1998 consisted of capital expenditures to increase working gas storage
capacity. The Company spent $1.4 million and $4.0 million during the first three
months of 1999 and 1998, respectively, relating to the storage capacity
expansion program. During the first three months of 1999, working gas storage
capacity increased 1.1 Bcf, to 20.8 Bcf from 19.7 Bcf at December 31, 1998.
Additionally, in the first quarter of 1998, the Company issued a $4 million note
to an MHP subsidiary for the Tioga project.
Net cash provided by financing activities was $37.4 million during the
first three months of 1998. During the first quarter of 1998, the Company issued
$115 million in aggregate principal amount of Unsecured Notes and used
approximately $59.3 million of the proceeds thereof to repay the Secured Notes
including accrued interest and prepayment penalties. As discussed in Note 2 to
the Consolidated Financial Statements, the Company distributed $17.6 million to
MHP for repayment of certain indebtedness owed to certain limited partners of
MHP, including $0.6 million of accrued interest. The Company also received
$2,084 of cash that had been restricted under terms of the Old Notes.
CAPITAL EXPENDITURES. As part of its capital expenditure program that
commenced in 1997 to expand working gas capacity to a combined 24.0 Bcf, the
Company has budgeted for fiscal year 1999 capital expenditures of approximately
$4.6 million and $2.6 million for Moss Bluff and Egan, respectively, to increase
working gas capacity by a total of 4.3 Bcf, of which 1.1 Bcf has been created in
the first quarter of 1999. In addition, the Company is anticipating expenditures
of $5.2 million in 1999 to drill a fourth cavern well at Moss Bluff. The Company
expects to fund these 1999 planned expenditures through cash flows from
operations as well as existing balances. After this additional capacity has been
added, management expects that capital expenditures needed to maintain these
facilities will be relatively low. The Company projects that its maintenance
capital expenditures for 1999 will be less than $1.5 million. The Company
believes that funds generated from operations will be sufficient to meet its
liquidity requirements for the foreseeable future.
YEAR 2000 COMPLIANCE
The Company, like other businesses, is facing the Year 2000 ("Y2K") issue. Many
computer systems and equipment with embedded chips or processors use only two
digits to represent the calendar year. This could result in computational or
operational errors as dates are compared across the century boundary causing
possible disruptions in business operations. The Y2K issue can arise at any
point in the Company's natural gas supply, gas measurement and financial chain.
STATE OF READINESS. The Company began addressing the Y2K issue in 1998 by
retaining an engineering firm to perform a study on both the Moss Bluff and Egan
facilities' operating equipment and developed a standardized Y2K Plan format
that included the following components:
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1) Inventory of all facility equipment and systems (including hardware,
software and equipment with embedded chips or processors);
2) Assessment of all equipment and systems for Y2K compliance;
3) Development of a project matrix and schedule for replacement or
remediation of non-compliant systems;
4) Development of a project schedule for testing compliant systems; and
5) Development of a list of significant vendors/suppliers for surveying their
Y2K readiness efforts.
The Y2K issue as it relates to the Company's corporate office management
information systems (MIS) is being addressed internally. Progress as to the Y2K
issues at both the facility and corporate office are reported periodically to
management. The Company has committed resources to conduct risk assessment and
to take corrective action, where required, with a target date of becoming Y2K
ready by the third quarter of 1999.
With respect to external parties, including vendors and customers, the
Company is in the process of surveying the Y2K readiness efforts of critical
external parties. Risk assessment is expected to be completed by the end of the
second quarter of 1999 and monitoring risk in this area will continue throughout
1999, as many external parties will not have completed their Y2K readiness
efforts.
In addition, the Company is developing contingency plans intended to
mitigate possible disruption in business operations that may result from the Y2K
issue. Contingency plans may include manual operations of the operating
facilities. Once developed, contingency plans will be continually refined as
additional information becomes available.
COST. The Y2K activities and associated costs are being managed within the
Company and its total cost relating to Y2K activities is not expected to exceed
$200,000 (of which the Company has spent $49,676 as of March 31, 1999).
RISKS. The major systems which pose the greatest Y2K risk for the Company
if its Y2K plan is not implemented in a timely manner are the flow computers,
programmable logic controllers (PLC's) and other control devices that assist in
the measurement and compression of natural gas that flows through the pipelines
in and out of the Company's caverns. The Company relies on third party suppliers
for equipment, natural gas, water, utilities and other key services.
Interruption of supplier operations due to Y2K issues could affect the Company's
operations. While the Company will evaluate the status of its major suppliers'
Y2K readiness efforts and develop contingency plans to manage the risk, it
cannot eliminate the potential for disruption due to third party failures.
The Company is also dependent upon its customers for sales and cash flows.
Y2K interruptions in the operations of its customers could result in reduced
sales, increased receivable levels and cash flow reductions. The Company is in
the process of surveying its customer's Y2K readiness efforts to assess risk and
develop plans with an intent to minimize the impact on its operations.
The Company's ability to meet the projected goals, including the costs of
addressing the Y2K issue and the dates upon which compliance will be attained,
depends on the Y2K readiness of its key suppliers and customers, the completion
of its final remediation and testing efforts and the successful development and
implementation of contingency plans. Although these and other unanticipated Y2K
issues could have an adverse effect on the results of operations or financial
condition of the Company, it is not possible to estimate the extent of impact at
this time, since the contingency plans are still under development.
ALL STATEMENTS REGARDING YEAR 2000 MATTERS CONTAINED IN THIS REPORT ARE
"YEAR 2000 READINESS DISCLOSURES" WITHIN THE MEANING OF THE YEAR 2000
INFORMATION AND READINESS DISCLOSURE ACT.
The statements included in this Report on Form 10-Q regarding future
financial performance and results and the other statements that are not
historical fact are forward-looking statements regarding the intent, belief and
current expectations of the Company's management. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurances that such expectations will prove to be
correct. Generally, these statements relate to business plans or strategies,
projected or anticipated benefits or other consequences of such plans or
strategies, or projections involving anticipated revenues, expenses, earnings,
levels of capital expenditures or other aspects of operating
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results. As further discussed in the Company's annual report on Form 10-K for
the year ended December 31, 1998, the operations of the Company are subject to a
number of uncertainties, risks and other influences, many of which are outside
the control of the Company, any one of which, or a combination of which, could
materially affect the results of the Company's operations and whether the
forward-looking statements made by the Company ultimately prove to be accurate.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not have any material risk exposure to market changes
that affect market risk sensitive instruments, as interest on all of the
Company's material long-term debt accrues at a fixed rate.
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<PAGE>
PART II-OTHER INFORMATION
Item 1. Legal Proceedings
Messrs. Clark, Lorio, Gatewood, Allemandou and Cook (each an officer or
employee of the Company) have filed a lawsuit against the Company and certain of
its affiliates (Market Hub Partners, L.P., Market Hub Partners, Inc. and Market
Hub Storage Partners, L.L.C.) seeking payment of amounts allegedly owed to them
under their employment agreements with the Company in connection with the
NiSource transaction referenced under the caption "Subsequent Events" in Note 4
to the Consolidated Financial Statements in this Form 10-Q. The suit was filed
in the District Court of Harris County, Texas, 157th Judicial District, on May
13, 1999.
Item 2. Changes in Securities and Use of Proceeds
The Company currently has no securities registered pursuant to the
Securities Exchange Act of 1934, nor has it issued any equity securities during
the first quarter of 1999. On March 4, 1998, the Company sold $115 million
aggregate principal amount of 8 1/4% Unsecured Notes due 2008 to SBC Warburg
Dillon Read, Inc. (the "Initial Purchaser") in a transaction exempt from
registration under Rule 144A. Following the discount to the Initial Purchaser of
2 1/4% and after deducting $1.0 million in expenses payable by the Company, net
proceeds to the Company from the offering of the Unsecured Notes were
approximately $111.4 million. The Company used approximately $59,300 to repay
the entire outstanding principal amount of certain secured indebtedness owed to
third parties (the "Old Notes"), including accrued interest and prepayment
penalties. Approximately $20,300 has been used to fund capital expenditures for
the continued expansion and development of its facilities and to purchase
incremental pad gas. The Company plans to use an additional $5.7 million of the
offering proceeds to continue expansion of its current facilities. The Company
distributed to MHP approximately $17,600 of the net proceeds from the Unsecured
Notes offering, which was used by MHP to repay debt owed by MHP to its partners,
including accrued interest. Additionally, the Company loaned $5,000 of the net
proceeds of the Unsecured Notes offering to a subsidiary of MHP to develop
another project. All remaining proceeds from the Unsecured Notes offering will
be used to fund the Company's working capital requirements and for other general
business purposes.
On August 17, 1998, the Company completed an exchange offer pursuant to
which the Unsecured Notes were exchanged for notes registered under the
Securities Act of 1933, but otherwise having substantially identical terms as
the Unsecured Notes. The Company received no additional consideration upon
issuance of the new registered notes.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
On April 29, 1999, Miami Valley Market Hub, Inc. filed a lawsuit
challenging the April 1999 purchase of TPC Corporation by NiSource, Inc. from
Pacificorp. A subsidiary of TPC has a 66% interest in MHP. NI Energy Services,
Inc., a subsidiary of NiSource, has an 11.33% interest in MHP. Miami Valley has
a 17% interest in MHP.
The lawsuit alleges that the purchase transaction was invalid as a result
of failure to obtain partner consent under the MHP partnership agreement and
that it violated right of first refusal provisions in the partnership agreement.
The lawsuit also challenges the dismissal of a former officer of MHP following
the purchase.
Neither the Company nor MHP is a party to the lawsuit.
The lawsuit seeks damages and injunctive relief. The defendants are
Pacificorp, TPC Corporation, TPC Gas Storage Services, L.P., NiSource, Inc., NI
Energy Services, Inc. and James K. Abcouwer. The lawsuit was filed in the United
States District Court for the Southern District of Texas, Houston Division.
This Report contains certain forward-looking statements regarding the
intent, belief and current expectations of the Company's management. Although
the Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to be correct. Generally, these statements relate to
-13-
<PAGE>
business plans or strategies, projected or anticipated benefits or other
consequences of such plans or strategies, or projections involving anticipated
revenues, expenses, earnings, levels of capital expenditures or other aspects of
operating results. As further discussed in the Company's annual report on Form
10-K for the year ended December 31, 1998, the operations of the Company are
subject to a number of uncertainties, risks and other influences, many of which
are outside the control of the Company and any one of which, or a combination of
which, could materially affect the results of the Company's operations and
whether the forward-looking statements made by the Company ultimately prove to
be accurate.
Item 6. Index to Exhibits
27.1 Financial Data Schedule
-14-
<PAGE>
SIGNATURE
In accordance with the requirements of the Securities Exchange Act of 1934,
as amended, the Company has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MARKET HUB PARTNERS STORAGE, L.P.
By: MARKET HUB PARTNERS STORGE, LLC.,
its general partner
Date: May 14, 1999
By:____________________________
Anthony J. Clark
Vice President and Chief
Financial Officer
-15-
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