UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
1999 FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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.)
16420 Park Ten Place, Suite 420
Houston, Texas 77084
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 597-6777
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of April 13, 2000, the aggregate market value of the Company's common equity
held by non-affiliates was $0.
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TABLE OF CONTENTS
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PART I
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Item 1. Business........................................................................................ 1
Item 2. Properties...................................................................................... 14
Item 3. Legal Proceedings............................................................................... 14
Item 4. Submission of Matters to a Vote of Security Holders............................................. 14
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.......................... 15
Item 6. Selected Financial Data........................................................................ 15
Item 7. Management's Discussion and Analysis of Financial Condition
And Results of Operations.................................................................... 17
Item 7A. Financial Statements and Supplementary Data.................................................... 22
Item 8. Financial Statements and Supplementary Data.................................................... 22
Item 9. Changes in and Disagreements with Accountants on Accounting
And Financial Disclosure.................................................................... 39
PART III
Item 10. Directors and Executive Officers of the Registrant............................................. 39
Item 11. Executive Compensation......................................................................... 39
Item 12. Security Ownership of Certain Beneficial Owners and Management ................................ 40
Item 13. Certain Relationships and Related Transactions................................................. 40
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............................... 40
Signatures....................................................................................
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PART I
ITEM 1. BUSINESS
THE COMPANY
Market Hub Partners Storage, L.P., a Delaware limited partnership (the
"Company"), is one of the largest owners and operators of high deliverability
salt cavern natural gas storage capacity in North America. The Company's Moss
Bluff and Egan facilities, located near Houston, Texas, and in Acadia Parish,
Louisiana, respectively, are strategically positioned at industry-recognized
market hubs near the convergence of major natural gas pipelines and serve as
aggregation points for natural gas collected along the Texas and Louisiana Gulf
Coast. Both of the Company's facilities have bi-directional interconnects to
five pipelines, which form hub and spoke systems and enable the Company to
provide its customers with storage and other services that allow better
management of their variable gas load requirements. At December 31, 1999, the
Company's two facilities maintained approximately 22.7 Bcf (as defined under
"--THE NATURAL GAS STORAGE INDUSTRY - DEFINITIONS" in this Item 1) of natural
gas working storage capacity, 92% of which was leased under storage contracts
with major utilities, pipeline companies, local distribution companies, natural
gas producers and natural gas marketers. These storage contracts provide a
minimum level of revenue regardless of usage by the customer. The Company
supplements these revenues by providing a variety of load management services
("hub services"). For further discussion on revenues and storage services
offered, refer to "THE NATURAL GAS STORAGE BUSINESS-DESCRIPTION OF SERVICES".
The Company was formed on December 31, 1997, under the laws of the State
of Delaware. The Company's executive offices are located at 16420 Park Ten
Place, Suite 420, Houston, Texas, 77084, and its telephone number is (281)
597-6777.
The Company is indirectly a wholly-owned subsidiary of Market Hub
Partners, L.P. ("MHP"), which was formed in December 1994 by TPC Corporation
("TPC") and subsidiaries of large utility companies, including NiSource Inc.
("NiSource"). TPC contributed to MHP its interest in the market hub assets and
facilities, market hub locations, development plans, permits, leases and signed
storage service contracts relating to its five market hub projects, including
the Moss Bluff and Egan facilities. In addition, MHP's other partners
contributed in the aggregate the agreed-upon sum of $45.0 million in cash to MHP
over the period from 1994 to July 1996. On January 30, 1998, the Company formed
Market Hub Partners Finance, Inc. as a wholly-owned subsidiary.
On April 1, 1999, NiSource acquired TPC, including its 66% interest in
Market Hub Partners, L.P. As a result of the TPC acquisition, NiSource increased
its indirect ownership of MHP to approximately 77.3%. In the fourth quarter of
1999, TPC, through its wholly-owned subsidiary, TPC Gas Storage Services, L.P.,
acquired from PSEG Resources, Inc., the stock of PSRC I, Inc., including its
5.67% interest in MHP and DPL, Inc.'s 17% interest in MHP. As a result, NiSource
indirectly owns 100% of MHP as of December 31, 1999.
The Company's owners currently lease approximately 33% of the Company's
storage capacity. The Company leases the remaining storage capacity to third
parties under contracts with, among others, subsidiaries or divisions of El Paso
Natural Gas Company, UtiliCorp United, Oneok, Inc., Entergy Corp., and Columbia
Energy Services. In order to accommodate the current market demand for the
Company's services, the Company commenced a capital expenditure program in 1997
to increase working gas capacity with the targeted goal of 12.0 Bcf at each
facility (for a combined total of 24.0 Bcf). As of December 31, 1999, working
gas capacity at Moss Bluff and Egan was 11.3 Bcf and 11.4 Bcf, respectively, for
a combined total of 22.7 Bcf. The Company anticipates achieving its 24 Bcf
working gas capacity target by the end of 2000. The Company believes that
incremental capacity expansion results in high rates of return due to the
relatively low capital expenditures required to add new capacity and
deliverability and the relatively low incremental costs associated with
operating the new capacity. For further discussion on salt cavern storage and
related expansion, refer to "THE NATURAL GAS STORAGE BUSINESS-STORAGE
FACILITIES".
The chart on the following page illustrates the relationships among the
Company, its subsidiaries, MHP and MHP's owners.
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MARKET HUB PARTNERS CORPORATE OWNERSHIP
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_________________________________________________________
| |
| Subsidiaries of NISOURCE INC. |
| |
|_______________________________________________________|
| |
100% |
| |
---------------- |
| | |
| Market Hub | |
|Partners, Inc.| |
| | |
---------------- |
| |
Approximately Approximately
2% GP 98% LP
| |
______________________________________________________________________________________________________
| |
| Market Hub Partners, L.P. |
| |
|____________________________________________________________________________________________________|
| | |
100% | 100%
| | |
--------------------- | |
| | | |
|Market Hub Partners| | |
| Storage, LLC | | |
| | | |
--------------------- | |
| | |
0.01% GP 99.99% LP |
| | |
- ---------------------------------|------------------------------------------|------------------- |
| | | | |
| ____________________________________________________________________________________ | |
| | | | |
| | Market Hub Partners Storage, L.P. | | |
| | | | |
| |__________________________________________________________________________________| | |
| | | | | | | |
| 100% 100% | 100% | | |
| | | | | | | |
| | ______________________________ | ________________________ | | |
| | | | | | | | | |
| | |Moss Bluff Hub Partners, LLC| | |Egan Hub Partners, LLC| | | |
| | | | | | | | | |
| | |____________________________| | |______________________| | | |
| | | | | | | |
| | 0.01% GP 99.99% LP 0.01% GP 99.99% LP | |
| | | | | | | |
| __________________________________ _______________________________ _________________________ | ___________________________________
| | | | | | | | | |
| | Market Hub Partners | |Moss Bluff Hub Partners, L.P.| |Egan Hub Partners, L.P.| | |Other Subsidiaries, including the|
| | Finance, Inc | | | | | | | owner of the Tioga Project. |
| |________________________________| |_____________________________| |_______________________| | |_________________________________|
| |
- ------------------------------------------------------------------------------------------------
Note: "GP" denotes general partnership interests; "LP" denotes limited Note: Organizations within dotted lines denote
partnership interests public reporting entities
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THE NATURAL GAS STORAGE INDUSTRY
DEFINITIONS
The term "Bcf" means billion cubic feet of natural gas, "MMcf" means
million cubic feet of natural gas and "Mcf" means thousand cubic feet of natural
gas. The term "MMBtu" means million British Thermal Units and "FERC" refers to
the Federal Energy Regulatory Commission. A "market hub" is a geographic
location of a natural gas storage facility and multiple pipeline
interconnections. The term "working gas capacity" is defined as the amount of
capacity within each facility's salt caverns available for lease; "leased gas
capacity" reflects the amount of working gas capacity leased and includes both
firm and secondary firm contracts (discussed in "THE NATURAL GAS STORAGE
BUSINESS-DESCRIPTION OF SERVICES").
OVERVIEW
There are three principal types of underground natural gas storage sites:
(i) depleted oil or gas reservoirs; (ii) aquifers, which are water-only
reservoirs conditioned to hold natural gas; and (iii) salt cavern formations.
Salt cavern storage facilities, such as those operated by the Company, offer
significant advantages compared to depleted reservoirs and aquifers. Due to the
physical qualities of the salt formations in which these caverns are
constructed, the salt cavern storage facilities generally have higher average
daily deliverability rates than storage facilities that utilize depleted
reservoirs or aquifers. For example, each of the Company's salt cavern storage
facilities is designed to permit withdrawal of all the working gas in such
facility in periods as short as ten days. They are also typically less costly to
operate and more flexible than other competing storage methods. While a
reservoir storage facility typically converts from injection to withdrawal once
or twice a year, a salt cavern facility is capable of switching from injection
to withdrawal, and vice versa, several times a day. Accordingly, the Company
believes that salt cavern storage facilities are better suited to meet
short-duration load swings (E.G., intra-day heating and air-conditioning demand)
and to serve peak demand during major supply interruption events, such as
hurricanes and loss of production due to extreme cold weather.
Several types of customers typically utilize salt cavern storage,
including local distribution companies, gas-fired electric power plant owners,
gas marketing companies, gas producers and gas pipelines. For example, local
distribution companies can reduce their costs by maintaining a reserve supply of
natural gas at a storage facility. The salt cavern's high deliverability
capability allows distribution companies to access supply quickly, eliminating
the need to purchase gas on short notice at peak prices. Gas-fired electric
power plant owners typically use other sources of supply for baseload demand,
but utilize gas storage facilities as "peaking" facilities to rapidly meet
short-term surges in demand. Gas marketing companies use salt cavern storage as
a tool to maximize arbitrage profits when the total cost of purchasing gas at
off-peak times and storing it is less than the price at which they can sell gas
during periods of tight supply. Likewise, gas producers can increase profits by
storing gas until prices increase, with the advantage of quick access to that
stored supply in a salt cavern facility. Finally, salt cavern storage allows gas
pipeline companies to increase operating efficiency by physically balancing
pipeline receipts and deliveries with the salt cavern's flexible injection and
withdrawal capabilities, thereby enabling companies to reduce compressor fuel
usage through improved balancing.
Market hubs, or strategic interconnects combined with storage in the
pipeline grid, can be used for a number of purposes. A market hub can be an
advantageous location to make or take delivery of gas, as it provides receipt
point security because all purchase and supply contracts can be written with a
known point of delivery. A market hub with salt cavern storage can improve
efficiency of gas transportation management. Scheduling and imbalance penalties
can be avoided, while pooling supply from different sources at one location can
reduce transportation costs. In addition, high-deliverability storage can be
used to minimize risks created by counterparty failures by eliminating the need
for a party to enter the "spot" market. Finally, salt cavern storage permits
producers, purchasers, marketers and pipelines to take advantage of pricing
differentials. Both commodity and transportation costs can be reduced; commodity
cost through purchases at off-peak prices for use during peak periods, and
transportation cost through access at off-peak "interruptible" rates, compared
to more expensive "firm" transportation.
Changes in the industry have created the need for more efficient methods
of managing the supply of natural gas throughout the pipeline grid. Prior to the
issuance of FERC Order 636 in April 1992, users of natural gas were able to
purchase sufficient natural gas from pipelines, on short notice, to meet
substantially all of their natural gas supply needs, and pipelines were largely
obligated by contract to supply these needs. The Company believes that if
general consumption of natural gas begins to more closely match supply, natural
gas may not be available in
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sufficient quantities on a timely basis to satisfy short-duration peak usage
needs caused by seasonal temperature variation or supply interruptions, and such
events may increase the demand for flexible, reliable natural gas supply
services.
THE NATURAL GAS STORAGE BUSINESS
STORAGE FACILITIES
GENERAL. A salt cavern is formed by drilling and leaching an underground
cavern in a naturally existing salt formation and installing related surface
equipment. The typical salt cavern storage facility consists of a solution
mining plant, which provides fresh water to dissolve cavities within the
underlying salt, brine handling and disposal facilities, and the necessary
surface facilities to compress natural gas into the cavity and allow it to flow
back into a pipeline. Natural gas is injected under pressure and is generally
not subject to loss because salt is essentially impermeable. All storage
facilities which the Company owns and all storage facility projects which the
Company is planning or developing are salt cavern storage facilities.
MOSS BLUFF FACILITY. The Moss Bluff facility consists of three storage
caverns located in Liberty and Chambers Counties near Houston, Texas, and
provided approximately 11.3 Bcf of working storage capacity at December 31,
1999. The facility typically provides 10-day withdrawal service (approximately
1,030 MMcf/day) and 20-day injection service (approximately 500 MMcf/day),
although it is capable of providing up to approximately 1,200 MMcf/day of
withdrawal capacity and additional wheeling capacity of approximately 715
MMcf/day. The Moss Bluff facility occupies what the Company believes to be an
ideal location on the pipeline grid, with access to five pipelines, three of
which are intrastate and two of which are interstate. The three intrastate
pipeline interconnects are with Channel Industries Gas Company ("Channel")
(which is owned and operated as two pipelines), MidCon Texas ("MidCon") and
Tejas Energy, LLC ("Tejas Energy"). The interstate pipeline interconnects are
with Natural Gas Pipeline Company of America ("NGPL") and Texas Eastern
Transmission ("TETCO"). The interconnections to Channel, TETCO, MidCon and Tejas
Energy are via 4.9 mile dual header system of 16-inch and 20-inch pipe, which
runs south from the facility to the main metering facility near the Liberty and
Chambers Counties border. The interconnection to NGPL is a 16-inch, 9.7 mile
pipe, which was added with the development of the second cavern.
Operations at the Moss Bluff facility commenced in 1990 with a single
storage cavern providing approximately 1.75 Bcf of working storage capacity.
With the second and third caverns commencing operations during 1994 and 1995,
along with the transfer of the 50% interest of Moss Bluff not already owned by
MHP from a third party in 1996, working gas capacity was increased to
approximately 7.8 Bcf by the end of 1996. In 1997, the Company commenced
construction to expand working gas capacity at Moss Bluff to 12.0 Bcf. During
that year, capacity was increased to 9.5 Bcf through the expansion program and
by utilizing SMUG (Solution Mining Under Gas) technology; average injection
capability was also increased to 475 MMcf/day by placing a fifth compressor in
service.
During 1998, the Company spent $5.2 million for the continued expansion of
the Moss Bluff facility to 12.0 Bcf. Working gas capacity was 9.5 Bcf at the
beginning of the year and was increased to 10.3 Bcf by the end of 1998.
Additionally, the Company added a sixth compressor to the facility, which
increased overall average injection capability to approximately 500 MMcf/day.
The Company also purchased approximately $2.1 million in pad gas for the Moss
Bluff facility during 1998.
During fiscal year 1999, the Company budgeted approximately $4.6 million
in capital expenditures to increase working gas capacity at Moss Bluff to 12.0
Bcf, of which it spent $710. During 1999, working gas capacity increased to 11.3
Bcf. The Company did not purchase any pad gas in 1999 for the Moss Bluff
facility.
EGAN FACILITY. The Egan facility consists of two storage caverns located
in Acadia Parish in the south central part of Louisiana that provide the Company
with approximately 11.4 Bcf of working gas storage capacity at December 31,
1999. The Egan facility typically provides 10-day withdrawal service
(approximately 940 MMcf/day) and 20-day injection service (approximately 500
MMcf/day), although it is capable of providing up to approximately 1,200
MMcf/day of withdrawal capacity and additional wheeling capacity of
approximately 835 MMcf/day. Because of the Egan facility's location in the
supply area and proximity to the interstate and intrastate pipeline grid, the
Company believes the Egan facility is the best located market hub for matching
Gulf Coast production to market demand in the midwestern and northeastern United
States. The Egan facility provides services to customers on five interstate
pipelines: Tennessee Gas Pipeline, Texas Gas Transmission Company, ANR Pipeline
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Company ("ANR"), Trunkline Gas Pipeline ("Trunkline") and Columbia Gas
Transmission Company ("Columbia Gas"). The Egan facility interconnects to
pipelines owned by Tennessee Gas and Texas Gas are via 3.5 miles of 24-inch
pipes, to pipelines owned by ANR and Trunkline via 1.5 miles of dual 20-inch
pipes and to a Columbia Gas pipeline via 6.7 miles of 24-inch pipe. During 1998,
Egan was connected with Conoco's LGS system (an intrastate pipeline) that
interconnects with their Acadia plant. This plant, in turn, connects with
pipelines owned by Koch Gateway, Columbia Gas and others. The interconnection
with Conoco is one-directional, meaning that the gas can only be delivered to
Egan.
Operations at the Egan facility commenced in 1995 with a single storage
cavern providing approximately 3.6 Bcf of working gas capacity. The Company
implemented a capital expenditure program in 1997 to increase Egan's working gas
capacity to 12.0 Bcf. A second cavern well was drilled as part of the expansion
program and leaching operations commenced during 1997. At December 31, 1997,
total working gas capacity at Egan was 6.5 Bcf. During 1998, the Company placed
in operation the second cavern well.
In 1998, the Company spent $11.5 million for the continued expansion of
the Egan facility to 12.0 Bcf. Working gas storage capacity was 6.5 Bcf at the
beginning of the year and was increased to 9.4 Bcf by the end of 1998.
Additionally, three compressors were added to the Egan facility (bringing the
total number of compressors at that facility to seven), which increased overall
average injection capability to approximately 500 MMcf/day. The Company also
purchased approximately $2.6 million in pad gas for the Egan facility during
1998.
During fiscal year 1999, the Company budgeted approximately $2.6 million
in capital expenditures of which $1.4 million was spent to increase working gas
capacity at Egan to 12.0 Bcf. Working gas storage capacity increased 2 Bcf in
1999 for a total working gas capacity of 11.4 Bcf. Additionally, the Company
purchased $4.6 million in pad gas for the Egan facility.
The following table depicts storage system data (as discussed above) for
the Company as of December 31, 1999:
MAXIMUM
WITHDRAWAL
CAPACITY
MAXIMUM PLUS
INJECTION WHEELING ESTIMATED PROJECTED
CAPACITY CAPACITY WORKING GAS IN-SERVICE
(MMCF/DAY) (MMCF/DAY) STORAGE (BCF) DATE
---------- ---------- ------------- -------------
EXISTING
Moss Bluff........... 500 1,915 11.3 In Service
Egan................. 500 2,035 11.4 In Service
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Subtotal....... 1,000 3,950 22.7
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PLANNED EXPANSION
Moss Bluff........... -0- 735 0.7 December 2000
Egan................. -0- 515 0.6 December 2000
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Subtotal....... -0- 1,250 1.3
Moss Bluff........... -0- -0- 4.0 2001-2004
Egan................. -0- -0- 4.0 2001-2003
------ ------ ------
Subtotal....... -0- -0- 8.0
Total.... 1,000 5,200 32.0
DESCRIPTION OF SERVICES
STORAGE SERVICES. Storage services are marketed by the Company on an
unbundled basis to utilities, pipeline companies, local distribution companies,
producers and natural gas marketers and permit customers to contract for
injection, storage space and withdrawal capacities. These unbundled services are
currently provided on a firm, secondary firm and interruptible bases. The
majority of the Company's contracts are on a firm basis, where the user pays a
charge for the availability of the storage space and of the injection and
withdrawal rights regardless of usage. In a secondary firm arrangement, the user
customarily pays a lower demand fee than in a firm contract because the facility
has the right to make the storage capacity or injection and withdrawal
facilities unavailable to
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the secondary firm customer if a customer with a firm contract requires the
space or facilities. Interruptible contracts are similar to secondary firm
contracts, except that no demand fee is paid and the facility is allowed to give
prior access to both firm and secondary firm customers. Since customers with
firm contracts generally do not utilize 100% of storage and/or withdrawal and
injection capacity at all times, the Company can increase revenues and operating
efficiencies by offering secondary firm and interruptible services to maximize
capacity utilization. The facility may charge fees for the actual use of its
storage capacity and of its injection and withdrawal facilities in addition to
the demand fees charged to reserve availability of capacities. The number of
contracts and their terms for a given storage cavern depend upon the physical
limitations of available space and injection and withdrawal capacity at the
relevant storage cavern.
HUB SERVICES. The Company also offers short-term and interruptible "hub"
services to its customers, a brief description of which is provided below:
BALANCING SERVICES. Balancing services allow the Company's customers to borrow
natural gas from a storage facility or to park their own natural gas at the
facility within specified volumetric ranges for a limited time. A shipper using
this service can continually keep its transportation obligations in balance.
o WHEELING SERVICES. Wheeling services are the transportation of
natural gas at a market hub from one pipeline to another over the
surface interconnects and involve no storage service. Wheeling
allows the Company's customers to reach markets or suppliers not
normally available to them. A hub customer can deliver or purchase
gas on one pipeline and have the hub transfer it to another for
further shipping.
o TITLE TRANSFER SERVICES. Title transfer services allow the Company's
customers to effect the transfer of natural gas from one storage
facility or pipeline to another without incurring unnecessary
transportation charges.
o IMBALANCE SERVICES. Imbalance services facilitate the trading of
imbalances by shippers on a particular pipeline or between pipelines
with interconnects to a market hub. The hub handles the physical gas
movement, if needed, and the nominations necessary to complete the
transaction.
o LOAN SERVICES. Loaning services involve the loaning of non-critical
pad gas and gas that the Company has obtained title to through
in-kind fuel payments. The Company enters into loaning transactions
only with counterparties it considers creditworthy.
The Company began offering hub services on an interruptible basis at Moss
Bluff in 1994 and at Egan in 1995. Using inventory management techniques common
to many producing-manufacturing firms, the Company has developed hub services to
enable better management of incremental, unsubscribed and rollover capacity at
the operating facilities. Market hub services typically provide higher margins
than demand storage; however, the timing of such services is less predictable.
DESCRIPTION OF SIGNIFICANT CONTRACTS
As of December 31, 1999, Moss Bluff and Egan had 11.4 Bcf and 9.4 Bcf of
leased storage capacity, respectively. The following chart sets forth certain
terms with respect to firm storage capacity based on the Company's agreements
with its most significant customers.
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MOSS BLUFF FACILITY
CAPACITY
TERMINATION LEASED
CUSTOMER DATE (IN MMcf)
- -------- ------------- ---------
Northern Indiana Public Service Company............ April 2014 4,000
Oneok.............................................. April 2001 1,500
Energy USA-TPC, formerly TPC Corporation .......... April 2002 1,100
Aquila Energy Marketing............................ April 2002 1,000
El Paso Energy Marketing........................... September 2001 500
Channel Industries Gas Company .................... September 2004 500
TXU Energy Trading................................. April 2001 500
Western Gas Resources, Inc. (2).................... July 2000 500
Columbia Energy Services, Inc...................... September 2000 500
Entergy Power Marketing Corporation................ June 2000 500
Marathon........................................... August 2001 500
Tejas Gas Marketing................................ April 2002 300
--------
MOSS BLUFF TOTAL............................. 11,400
========
EGAN FACILITY
CAPACITY
TERMINATION LEASED
CUSTOMER DATE (IN MMcf)
- -------- ------------- ---------
Northern Indiana Public Service Company............ April 2016(1) 1,500
Entergy Power Marketing Corporation................ April 2001 1,000
Columbia Energy Services, Inc...................... September 2000 1,000
The East Ohio Gas Company.......................... April 2008 900
The Dayton Power & Light Company................... October 2000 665
El Paso Energy Marketing........................... April 2000 500
Energy USA-TPC, formerly TPC Corporation........... April 2006 500
Energy USA-TPC, formerly TPC Corporation........... September 2000 500
Aquila Energy Marketing............................ January 2001 500
Western Gas Resources, Inc. (2).................... May 2000 500
Entergy Power Marketing Corporation................ April 2000 500
Enserch............................................ April 2000 500
All Other Contracts (3 total)...................... Various 850
--------
EGAN TOTAL................................... 9,415
========
(1) This contract has a primary term expiring April 1, 2016 but may be
terminated by the customer effective April 1, 2006 on 12 months' notice.
(2) PNM Energy Marketing (Public Service of New Mexico) retains ultimate
liability under these contracts.
Certain of the current contracts provide that the customer has the right
to terminate the contract upon the occurrence of certain events of default
specified therein. Additionally, certain of the Company's contracts obligate the
Company to indemnify the customer for any damage or injury occurring during the
period in which the customer's natural gas is in the Company's possession.
MARKETING AND SALES EFFORTS
GENERAL. The Company targets sales efforts on utilities, pipeline
companies, local distribution companies, producers and natural gas marketers. As
of December 31, 1999, available capacity at the Moss Bluff and Egan facilities
for firm demand contracts was approximately 92% leased. Nonetheless, in light of
planned expansions and the expirations of several firm demand contracts in 2000,
the Company will continue to market firm storage service. In addition, the
Company's increasing sales of hub services have allowed the Company to expand
its customer base and maximize inventory value.
TARGET CUSTOMERS. Local distribution companies have been the primary focus
of the Company's marketing efforts. These companies have traditionally developed
long-term gas supply plans and acquired the necessary storage under long-term
contracts to meet those plans. However, in response to changes in the industry
caused by deregulation, the company has increased its marketing of specialized
services to local distribution companies.
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Likewise, incentive rates have increased customers' focus on the cost of the gas
supply. In response, the Company has highlighted the benefits of salt cavern
storage and simple hedging strategies which permit customers to purchase natural
gas supplies at off-peak prices.
The number of natural gas marketers and producers contracting for the
Company's services has steadily increased over the last two years. These
customers have traditionally purchased under shorter-term contracts of one to
three years. However, recent regulatory initiatives designed to encourage
greater accountability among the unregulated merchants, such as the imposition
of more restrictive balancing and scheduling requirements and larger penalties
for noncompliance with such requirements and the gas and electric convergence
have made these customers more open to longer-term contracts.
Interstate pipeline companies represent the Company's smallest customer
base. To date, the Company has had limited success with this market because
prospective pipeline customers have their own low deliverability storage
facilities. In addition, current FERC policy limits rate recovery by pipelines
interested in contracting for upstream capacity in third-party storage
facilities. However, the Company continues to market its services to interstate
pipelines. The Company believes that without a merchant function or an incentive
to manage customer inventories, interstate pipelines are not well positioned to
ensure that existing reservoir storage facilities are filled and cycled by their
transportation customers in a manner that assures satisfactory peak (withdrawal)
and off-peak (injection) performance and full cost recovery for storage
operations. The Company believes that third-party high deliverability storage is
an increasingly viable option for pipelines attempting to maximize the value of
their seasonal storage capabilities.
ON-LINE INVENTORY TRACKING. The nature of high deliverability salt cavern
storage operations and the services provided by the Company require that the
Company have a reliable and efficient system in place to track the physical flow
of natural gas throughout its facilities. The Company utilizes at Moss Bluff and
Egan an on-line inventory tracking system developed by MHP. This system tracks
customer nominations and allocations and provides the Company with accurate fuel
accounting for both customer and Company accounts. By automating what used to be
a manual accounting process, the Company has increased efficiency and reduced
the risk of errors.
SERVICE PRICING TECHNIQUES. The Company intends to continue to price its
services under a market based rate design authorized by applicable state and
federal regulatory bodies. Prices are based upon what the market will bear at a
given time for a particular service. Full consideration is given to operational
and value factors associated with providing a service such as capacity, cycling
rights, pipeline access, current contractual commitments to the surface
facilities, pipeline and cavern pressures and the firm or interruptible nature
of the service.
TECHNOLOGY AND INTELLECTUAL PROPERTY
At the time of formation of MHP, MHP and TPC entered into an agreement
pursuant to which TPC has maintained an extensive technical development program
for the benefit of MHP and its subsidiaries. Key elements in this program
include an existing technical relationship with Sandia National Laboratories
("Sandia"), a leading source of technology for hydrocarbon storage, and
previously included a technical relationship with Gaz de France, the French
state-owned natural gas company ("GDF"). The cooperative effort in technology
has been primarily focused on natural gas storage cavern design, construction
and operation and has enabled TPC to gain recognition for technical leadership
within the industry.
Sandia originally developed technology for the United States Department of
Energy for the Strategic Petroleum Reserve, which stores crude oil in salt
caverns. As a result of this work, the Company believes Sandia is the leading
source in the United States of technology for hydrocarbon storage. Under an
agreement with Sandia, TPC receives three-dimensional computer simulation,
long-term creep and stress relaxation studies, mineral property testing, linear
programming and other advanced support. The Sandia contract was originally
entered into in May 1990 for an initial 12 month period and was subsequently
amended and extended several times.
GDF is recognized as a world leader in natural gas related research and
development, with related expenditures of approximately $200.0 million per year.
Over several decades, GDF has constructed dozens of salt cavern storage
facilities and acquired an extensive patent estate and a depth of operating
skill. GDF was a major shareholder of TPC until PacifiCorp acquired TPC in April
1997. During that time, GDF provided technical assistance to TPC (and indirectly
to MHP) though its ownership relationship and an exclusive technology agreement
that was in effect from 1991 through 1997. Although neither TPC nor MHP
currently has such a relationship or agreement with GDF, MHP continues to
benefit from the experience gained in connection with TPC's and MHP's dealings
with GDF.
8
<PAGE>
BUSINESS STRATEGY
The Company plans to continue to grow its revenue base and to improve its
profitability and cash flow through the implementation of the following key
business strategies:
o OFFER SUPERIOR DELIVERABILITY AND FLEXIBILITY. The Company's marketing
strategy emphasizes the high deliverability and flexibility of its salt
cavern storage facilities relative to conventional reservoir natural gas
storage and targets those customers whose storage and delivery needs are
more variable. For example, salt cavern storage can be used by utilities
as "peaking" facilities to rapidly meet short-swing surges in demand. Salt
cavern storage can allow local distribution companies to reserve a supply
of natural gas at a storage facility that can be delivered quickly,
reducing the need to purchase gas on short notice at peak prices. Natural
gas marketing companies and natural gas production companies can use salt
cavern facilities to store natural gas when prices are low and withdraw
natural gas when prices increase.
A salt cavern's flexible injection and withdrawal capabilities can allow
pipeline companies to increase operating efficiencies and reduce
compressor fuel usage through physically balancing pipeline receipts and
deliveries.
o GENERATE STABLE REVENUES AND CASH FLOWS THROUGH DEMAND STORAGE
CONTRACTS. The Company's primary source of revenues is demand storage
contracts, in which the Company leases storage capacity to customers on a
firm basis for periods ranging from slightly less than one year to twenty
years. Prices per Mcf of storage capacity and the amount of storage
capacity to be leased are generally fixed at the inception of the
contract. Accordingly, these storage contracts, which have a remaining
weighted average life of approximately 4.3 years as of December 31, 1999,
provide a relatively stable source of revenues and cash flows, since the
customer is required to pay a minimum level of storage fees regardless of
usage. In 1999, approximately 96% of the Company's total revenues were
generated from the minimum fees under demand storage contracts.
o OPTIMIZE REVENUES AND OPERATING EFFICIENCIES BY OFFERING HUB SERVICES.
The Company offers a variety of load management services to its customers
on a short-term and "interruptible" basis to supplement its storage
revenues (refer to "THE NATURAL GAS STORAGE BUSINESS-DESCRIPTION OF
SERVICES" for further discussion of hub SERVICES ). Since the Company's
storage customers generally do not utilize 100% of storage and/or
withdrawal and injection capacities at all times, hub services allow the
Company to optimize revenues and operating efficiencies through the use of
unutilized and unsubscribed capacity. Hub services also provide an
opportunity to attract new customers and market longer-term demand-type
storage contracts to these new customers.
o CAPITALIZE ON FAVORABLE EXPANSION ECONOMICS BY SELECTIVELY EXPANDING
CAPACITY. Due to the favorable economics associated with capacity
expansion, the Company evaluates increasing its capacity at its current
facilities when it has leased close to 100% of storage capacity and demand
for additional capacity remains strong. The Company has previously
expanded capacity six times. High rates of return can be achieved on
incremental capacity expansion due to the relatively low capital
expenditures required to add new capacity and deliverability and the
relatively low incremental costs associated with operating this new
capacity. Through the end of 1997, the Company spent approximately $158.4
million to develop 16.0 Bcf of storage capacity, which is approximately
$9.9 million per Bcf. The $16.7 million that was spent in 1998 to increase
working gas capacity by 3.7 Bcf reflects a per Bcf development cost of
approximately $4.5 million. In 1999, the Company spent approximately $2.1
million to increase working gas capacity by 3.0 Bcf (for a combined
facilities total of 22.7 Bcf), which reflects a per Bcf development cost
of approximately $700,000.
o CONTINUE DEVELOPMENT OF INNOVATIVE TECHNOLOGY TO IMPROVE OPERATING
EFFICIENCIES. The Company will continue to focus and develop innovative
technologies to increase operating efficiencies. The use of SMUG
technology, which allows for the expansion of existing caverns without
interrupting operations, provides the Company with what it believes are
cost and safety advantages.
9
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COMPETITION
The natural gas storage industry is highly competitive. The Company
competes most directly with other independent, stand-alone storage facilities
and interstate pipelines which offer storage services. Additionally, an increase
in competition in the market could arise from new ventures or expanded
operations from existing competitors. Many of the Company's competitors have
capital and other resources far greater than those of the Company. Competitive
factors include (i) the quantity, location and physical flow characteristics of
interconnected pipelines, (ii) the costs, service and rates of the Company's
competitors, (iii) the ability to offer service from multiple locations and (iv)
ancillary services, such as title tracking and electronic bulletin boards.
REGULATION
Various aspects of the transportation, sale and marketing of natural gas
are subject to or affected by extensive federal regulation under the Natural Gas
Act ("NGA"), the Natural Gas Policy Act of 1978 ("NGPA"), the Natural Gas
Wellhead Decontrol Act of 1989 ("Decontrol Act"), regulations promulgated by the
FERC and certain statutes and regulations promulgated as state laws.
NATURAL GAS TRANSMISSION INDUSTRY
Historically, interstate pipeline companies acted as wholesale merchants
by purchasing natural gas from producers, transporting the natural gas from
production areas to markets and reselling that natural gas to local distribution
companies and large end users. Prior to the enactment of the NGPA in 1978 and
the Decontrol Act of 1989, all sales of natural gas for resale in interstate
commerce, including sales by producers, were subject to the rates and service
jurisdiction of the FERC under the NGA and NGPA. However, as a result of the
NGPA and the Decontrol Act, by no later than January 1, 1993 all so-called
"first sales" of natural gas were federally deregulated, thus allowing all types
of sellers, other than pipelines, local distribution companies and their
affiliates, to market their natural gas free from federal controls. Moreover,
pursuant to Section 311 of the NGPA and under Section 7 of the NGA, the FERC
promulgated regulations by which wholly intrastate natural gas pipeline
companies and local distribution companies served by interstate pipelines may
engage in interstate transactions without becoming subject to the FERC's full
rates and service jurisdiction under the NGA. At the same time, however, the
FERC has retained its traditional jurisdiction over the activities of interstate
pipelines. Under the NGA and the NGPA, the transportation and sale of natural
gas by interstate pipeline companies have been subject to extensive regulation,
including rate regulation, regulation of relations with marketing affiliates and
accounting and reporting requirements. In addition, the construction of new
facilities, the extension or modification of existing facilities and the
commencement and cessation of sales or transportation services by interstate
pipeline companies generally have required prior FERC authorization. Such
authorizations can be denied or conditioned to include public interest
protections that may be unfavorable to the interstate pipeline.
Commencing in 1985, the FERC adopted regulatory changes that have
significantly altered the transportation, sale and marketing of natural gas.
These changes were intended to foster competition in the natural gas industry
by, among other things, transforming the primary role of the interstate pipeline
companies from that of wholesale marketers to that of natural gas transporters
and by mandating that interstate pipeline companies provide open and
nondiscriminatory transportation services to all producers, distributors,
marketers and other shippers seeking such services (so-called "open access"
requirements). To provide interstate pipeline companies with the incentive to
revamp their services, the FERC also sought to expedite, for pipeline companies
providing "open access" services, the certification process for new services,
facilities and operations. Throughout the early years of this process, the
FERC's action in these areas were subject to extensive judicial review and
generated significant industry comment and proposals for modification of
existing regulations.
In April 1992, the FERC issued its most comprehensive restructuring
ruling, Order No. 636, a complex regulation that has had a major impact on
natural gas pipeline operations, services and rates. Among other things, Order
No. 636 generally required each interstate pipeline company to unbundle its
traditional wholesale services and make available on an open and
nondiscriminatory basis numerous constituent services (such as gathering
services, storage services and firm and interruptible transportation services)
and to adopt a new rate-marketing methodology to determine appropriate rates for
those services. To the extent the pipeline company or its sales affiliates made
natural gas sales as a merchant in the future, it would do so pursuant to a
blanket sales certificate that placed such entity in direct competition with all
other sellers pursuant to private contracts. However, pipeline companies were
not required by Order No. 636 to remain merchants of natural gas, and many of
the interstate pipeline companies have elected to become transporters only. The
FERC required that each interstate pipeline company, in an
10
<PAGE>
individual restructuring proceeding, set forth in detail its new terms of
service in a filing with the FERC. The FERC and the federal appellate courts
have largely affirmed the significant features of Order No. 636 and the numerous
related orders pertaining to the individual interstate pipeline companies.
Nevertheless, because the FERC continues to review and modify its open access
regulations, the outcome of any such later proceedings and their ultimate impact
on the Company's business is uncertain.
In February 2000, FERC issued the most recent of these open access
regulations. This order, Order No. 637, follows on the important restructuring
initiatives undertaken in Order No. 636. In Order No. 637, the FERC said that it
was seeking to "reconcile the objectives of fostering an efficient market that
provides good alternatives to as many shippers as possible while at the same
time creating a regulatory framework that is fair and protects captive customers
without good alternatives." Among other things, the order removes price ceilings
for short-term secondary market capacity release until September 30, 2002,
permits pipelines to propose peak/off-peak rates, permits term-differentiated
rate structures, revises requirements relating to scheduling procedures, narrows
the right of first refusal for pipeline capacity, and changes certain reporting
requirements. The order also directs the FERC staff to develop market monitoring
capabilities and to conduct further dialogue with industry participants. Because
of the newness of Order No. 637, and the fact that a number of industry
participants have sought rehearing of portions of the order and thus the order
could be modified before becoming final, the ultimate impact of this order on
the Company's business is uncertain.
REGULATION OF THE COMPANY'S FACILITIES
MOSS BLUFF FACILITY. Certain of the operations of the Moss Bluff facility
are subject to FERC regulation and other of its activities are subject to
regulation by the Texas Railroad Commission ("TRC"). The Moss Bluff facility is
classified by the FERC as a so-called "Hinshaw pipeline", exempt from the FERC's
interstate pipeline rates and service jurisdiction under the NGA. The Moss Bluff
facility is subject to regulation under the utility statutes of Texas as to its
intrastate activity. Under regulations promulgated by the FERC, Hinshaw
pipelines can engage in other interstate transactions by complying with certain
reporting and other regulations applicable to such transactions. In this regard,
the FERC has issued a limited-jurisdiction certificate to Moss Bluff under
Section 7 of the NGA authorizing Moss Bluff to engage in the sale,
transportation (including storage) or assignment of natural gas that is subject
to the FERC's jurisdiction under the NGA to the same extent that intrastate
pipelines are authorized to engage in such activities pursuant to Section 311 of
the NGPA. The FERC has authorized Moss Bluff to charge market-based rates for
its interstate storage and interruptible hub services. Such market-based rate
authorization does not apply to stand-alone transportation service, for which
Moss Bluff would require additional authorization. Further, it is based upon the
FERC's determination, in light of Moss Bluff's and its affiliates' activities
described in its rate application, that Moss Bluff is not able to exercise
market power in the provision of its storage and interruptible hub services.
Such authorization is subject to reexamination in the event there is a
significant future change to Moss Bluff's market power status. Such a change
could include, for example, the addition by Moss Bluff or its affiliates of
significant additional storage capacity or access to significant market area
storage or transportation. Moss Bluff is required to report to the FERC
circumstances that could significantly affect its market power status. Such
market-based rate authorization could be limited or revoked prospectively in the
event of any such change. Pursuant to the Texas Gas Utility Regulatory Act,
intrastate rates are deemed to be just and reasonable and approved by the TRC if
they have been negotiated at arm's length with pipeline companies or large
industrial customers, which is the case with respect to Moss Bluff's rates for
wholly interstate services.
EGAN FACILITY. Egan is an interstate pipeline and storer of natural gas
subject to FERC regulation under the NGA and NGPA. In October 1996, Egan
received a certificate of public convenience and necessity from the FERC for its
storage facility. This certificate grants Egan the authority under Section 7 of
the NGA to own and operate its then-existing facilities and to build a second
salt cavern storage facility at the Egan site. The FERC subsequently authorized
Egan to expand its originally certified facilities. Expansion of the first Egan
cavern has been completed up to the capacity allowed by the FERC. Expansion of
the second cavern still is underway. However, as of December 31, 1999, the
second cavern had been expanded to approximately 80% or more of the capacity
certificated by the FERC. Egan's natural gas storage and hub services are
offered at market-based rates. Egan was the first hub in the United States with
FERC authorization to charge market-based rates for natural gas hub services.
Such market-based rate authorization is, however, based upon the FERC's
determination, in light of Egan's and its affiliates' activities described in
the certificate applications, that Egan is not able to exercise market power in
the provision of its services. Such authorization is subject to reexamination in
the event a significant change occurs to Egan's market power status; for
example, if Egan adds storage capacity or storage caverns beyond the two caverns
that are certificated, or an affiliate enters the interstate storage or
transportation business, and Egan is required to report to the FERC any such
future circumstances that could significantly affect its market power status.
Such market-based rate authorization could be limited or revoked prospectively
in the event of any such change.
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ENVIRONMENTAL AND SAFETY MATTERS
The Company is subject to environmental risks normally incident to the
operation and construction of pipelines and other facilities for processing,
storing and transporting natural gas and other products, including, but not
limited to, uncontrollable flows of natural gas, fluids and other substances
into the environment, fires, pollution and other environmental and safety risks.
The following is a discussion of certain environmental safety concerns related
to the Company. It is not intended to constitute a complete discussion of the
various federal, state and local statutes, rules, regulations or orders to which
the Company's operations may be subject. For example, the Company, without
regard to fault, could incur liability under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, or state
counterparts, in connection with the disposal or other releases of hazardous
substances.
The Company's activities in connection with the operation and construction
of pipelines, injection wells, storage caverns and other facilities for storing
and transporting natural gas and other products are subject to environmental and
safety regulation by federal and state authorities, including, without
limitation, the Texas Natural Resource Conservation Commission ("TNRCC"), the
Louisiana Office of Conservation, the TRC, the FERC and the Federal
Environmental Protection Agency ("EPA"), which can increase the costs of
designing, installing and operating such facilities. In most instances, the
regulatory requirements relate to the discharge of substances into the
environment and include measures to control water and air pollution.
Environmental laws and regulations may require the acquisition of a permit
before certain activities may be conducted by the Company. Further, these laws
and regulations may limit or prohibit activities on certain lands lying within
wilderness areas, wetlands, areas providing habitat for certain species or other
protected areas. The Company is also subject to other federal, state and local
laws covering the handling, storage or discharge of materials used by the
Company, or otherwise relating to protection of the environment, safety and
health.
An example of state environmental regulations affecting the Company is the
Texas Clean Air Act ("TCA Act"), as administered by the TNRCC. The TCA Act
restricts emission of air pollutants from natural gas pipeline facilities, and
the TNRCC may curtail operations not meeting applicable standards. Additionally,
the TRC has the authority to take steps necessary to ensure compliance with
applicable safety regulations through pipeline construction standards and to
issue permits and regulations necessary to prevent environmental pollution by
pipeline operations. These regulations are subject to change from time to time.
The design, construction, operation and maintenance of the Company's natural gas
pipeline facilities are subject to the safety regulations established by the
Secretary of the Department of Transportation pursuant to the Natural Gas
Pipeline Safety Act of 1968, as amended ("1968 Act"), or by state agency
regulations meeting the requirements of the 1968 Act. The Moss Bluff facility is
subject to environmental regulations monitored by the TRC that pertain to
natural gas storage, disposal of salt water, brine pit operations and noxious
emissions.
Management believes the Company has obtained and is in current compliance
with all necessary and material permits and that the Company is in substantial
compliance with applicable material environmental and safety regulations.
INSURANCE
Although it is not fully insured against all environmental, safety and
other risks, the Company maintains insurance coverages it considers appropriate,
including replacement insurance for surface equipment, gas inventory insurance,
business interruption insurance, leaching insurance and general liability
insurance.
EMPLOYEES
As of December 31, 1999, the Company had 34 full-time employees. The
Company is not a party to any collective bargaining agreement and has not
experienced work stoppages or strikes as a result of labor disputes. The Company
considers relations with its employees to be excellent.
12
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DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The management structure of the Company is the same as that of MHP and of
its sole general partner, Market Hub Partners, Inc., a Delaware corporation
("MHP GP"). As of December 31, 1999, NiSource indirectly owns the entire equity
interests of MHP and has the right under the Certificate of Incorporation of MHP
GP to appoint representatives to its Board of Directors. MHP GP, through its
Board of Directors and executive officers, controls the management and affairs
of MHP.
The management structure for MHP GP, MHP and each of MHP's wholly-owned
subsidiaries, including Market Hub Partners Finance, Inc. and Market Hub
Partners Storage, L.P., Moss Bluff Hub Partners, L.P., Egan Hub Partners,
L.P., and their respective general partners (collectively the "MHP Entities")
is substantially identical, and the directors and executive officers of MHP
GP serve in the same or substantially identical capacities for each of the
MHP Entities.
The following table sets forth certain information as of March 30, 2000
with respect to the managers, directors and executive officers of the MHP
Entities:
NAME AGE POSITION
- ---- --- --------
William A. Lang...... 51 President
Robert S. McClain.... 50 Vice President and Chief Financial Officer
David J. Nightingale. 42 Vice President of Operations and acting Chief
Operating Officer
David A. Loe......... 37 Vice President, Sales and Storage
Mr. Frank D'Antuono, former President and Chief Operating Officer of the
Company, resigned his employment effective March 15, 2000. On March 15,
2000, the Company appointed William A. Lang, President and David J.
Nightingale, Vice President of Operations and acting Chief Operating Officer.
NAME AGE POSITION
- ---- --- --------
James K. Abcouwer.... 46 Director
Donald K. Eldert..... 41 Director
James M. Clarke...... 41 Director
William A. Lang...... 51 Director
WILLIAM A. LANG is President and a director of the MHP Entities. He has
served as director of the MHP entities since June 1999 and is an appointee of
TPC. Mr. Lang is President and Chief Operating Officer of EnergyUSA-TPC Corp.
and has held this position since June 1999. Prior to this, Mr. Lang served as
Co-Managing Director of Southern Company Energy Marketing, a joint venture of
Vastar Resources and The Southern Company. Prior to the formation of the
venture, Mr. Lang served as President and Chief Executive Officer of Vastar Gas
Marketing, Inc. and as Senior Vice President of Vastar Resources, Inc. Mr. Lang
has been an active participant in the natural gas and power industry for 15
years.
ROBERT S. MCCLAIN is Vice President and Chief Financial Officer of the MHP
Entities and has served in this position since December 1999. Additionally, Mr.
McClain is the Vice President of Finance, Planning and Control at EnergyUSA-TPC.
From 1995 through 1999, Mr. McClain has held various management positions with
Coral Energy, an affiliate of Shell Oil Company, which was involved in the
trading, marketing and transportation of natural gas and power. From 1990 to
1995, he was Vice President and Chief Financial Officer for Nortech Energy Corp.
During the period from 1977 through 1990, he held positions as Vice President
and Chief Financial Officer for the Mellon Energy and Wedge Energy group of
companies. Mr. McClain has over 25 years of experience in the energy industry.
DAVID J. NIGHTINGALE is Vice President of Operations of the MHP Entities
and has served in this position since July 1999. He is responsible for directing
the daily operations of the Moss Bluff and Egan facilities. Prior to joining
MHP, Mr. Nightingale was the Vice President of Engineering and Compliance for KN
Energy. From 1995 to 1998, he served as Vice President of Environmental, Safety
and Health at MidCon Corporation. Mr. Nightingale moved to the parent company,
MidCon Corporation, from Natural Gas Pipeline Company of America where he held
various field engineering and managerial positions from 1980 to 1993 and served
as Director of Operations Support from 1993 to 1995. Mr. Nightingale has spent
20 years in the energy industry. On March 16, 2000, Mr. Nightingale was
appointed Vice President and acting Chief Operating Officer of the MHP entities.
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DAVID A. LOE is Vice President of Sales and Storage of the MHP Entities
and has served in this position since September 1999. He is responsible for
marketing storage services and directing the daily commercial operations of the
Moss Bluff and Egan facilities. Prior to joining MHP, Mr. Loe was employed for
two years by Noble Gas Marketing. Prior to Noble, he worked at Natural Gas
Clearinghouse (now Dynegy) for six years and at Transco for one year.
JAMES K. ABCOUWER is a director of the MHP Entities. He has served in this
capacity since November 1998 and is an appointee of NI Energy Services, Inc., a
subsidiary of NiSource Inc. Mr. Abcouwer is Executive Vice President of NI
Energy Services, Inc., Chairman of EnergyUSA-TPC Corp. and Senior Vice President
of NiSource Inc. He has served in these capacities at NI Energy Services, Inc.
and NiSource Inc. since August 1998. Prior thereto, Mr. Abcouwer served as
Senior Vice President, Commercial Operations of Northern Indiana Public Service
Company, a subsidiary of NiSource Inc., from February 1998 and Vice President
and General Manager of Customer Services and Distribution of Northern Indiana
from July 1996. From July 1994 to July 1996, Mr. Abcouwer served as Vice
President of Gas Supply at Northern Indiana. Prior to joining NiSource/Northern
Indiana, Mr. Abcouwer served as Vice President of Natural Gas at GSC Energy.
DONALD K. ELDERT is a director of the MHP Entities. He has served in this
capacity since May 1999 and is an appointee of TPC. Mr. Eldert is currently
President of EnergyUSA Commercial Energy Services, Inc. He also serves as Vice
President of EnergyUSA, Inc. Prior to this, Mr. Eldert served as Vice President,
Finance and Administration, of EnergyUSA, Inc. from June 1998 and as Controller
for NI Energy Services, Inc. from December 1996. Prior to joining
NiSource/EnergyUSA, Mr. Eldert was a group controller of FMC Corporation, a $5
billion global manufacturer of chemical, machinery and defense-industry
products.
JAMES M. CLARKE is a director of the MHP Entities. He has served in this
capacity since May 1999 and is an appointee of TPC. Mr. Clarke is the Risk
Management Officer at NiSource. He has been with NiSource since February 1998.
Prior to joining NiSource, Mr. Clarke was with a London/Chicago-based
investments company acting as Head of Risk and Asset/Liability Management. From
1985 to 1992, Mr. Clarke was a partner and Head of Investments at Antler
Partners in Chicago.
ITEM 2. PROPERTIES
For information with respect to the Company's natural gas storage
facilities, see "THE NATURAL GAS STORAGE BUSINESS" under Item 1 of this Report.
ITEM 3. LEGAL PROCEEDINGS
Mr. Hooker, former Executive Vice President and Chief Operating Officer,
has filed a lawsuit against the Company and certain of its affiliates (Market
Hub Partners, L.P., Market Hub Partners, Inc., Market Hub Partners Storage,
L.L.C. and NiSource Inc.) in the District Court of Harris County, Texas, 269th
Judicial District. Messrs. Clark, Lorio, Gatewood, Allemandou and Cook (each of
whom was at that time 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., Market Hub Partners Storage, L.L.C. and
NiSource Inc.) in the District Court of Harris County, Texas, 157th Judicial
District. The lawsuits, now consolidated before the 157th Judicial District,
seek payment of amounts allegedly owed to the former officers or employees under
their employment agreements with the Company in connection with the NiSource
acquisition of the stock of TPC. The Company intends to vigorously defend all
such claims for additional compensation. Each of the individual plaintiffs cited
in the lawsuits described above is no longer employed by the Company.
The Company and certain of its affiliates (Market Hub Partners, L.P.,
Market Hub Partners, Inc., Market Hub Partners Storage, L.L.C. and NiSource
Inc.) filed a counterclaim on March 24, 2000 against Messrs. Clark, Lorio,
Gatewood, Allemandou and Cook in the 157th Judicial District Court of Harris
County, Texas. The counterclaim alleges fraud, breach of fiduciary duty and duty
of loyalty against Messrs. Clark and Hooker, and alleges civil conspiracy
against Messrs. Clark, Lorio, Gatewood, Cook, Allemandou and Hooker.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no submissions of matters to a vote of security holders during
the fourth quarter of 1999.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The Company does not have any established public trading market for any
class of its common equity.
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial information for each of the five years in
the period ended December 31, 1999 is derived from the Company's audited
Consolidated Financial Statements. The audited Consolidated Financial Statements
of the Company as of December 31, 1999 and 1998 and for each of the three years
in the period ended December 31, 1999 and related notes thereto appear in Item 8
of this Report. Certain amounts from the previous years have been reclassified
to conform with the 1999 presentation. Such reclassifications did not affect
earnings. The operating data is derived from the historical operating records of
the Company. The following summary financial information should be read in
conjunction with, and is qualified by reference to, "Management's Discussion and
Analysis of Financial Condition and Results of Operations", and the Consolidated
Financial Statements of the Company and notes thereto and other financial
information included elsewhere in this filing.
15
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SELECTED HISTORICAL CONSOLIDATED
FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS, EXCEPT FOR OPERATING DATA)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------------
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues ...................................................... $ 33,555 $ 32,154 $ 27,486 $ 18,586 $ 7,874
Operating expenses ............................................ 14,323 13,245 13,931 10,171 6,138
--------- --------- --------- --------- ---------
Operating income .............................................. 19,232 18,909 13,555 8,415 1,736
Interest expense .............................................. 9,176 7,557 3,605 2,544 664
Interest income ............................................... 1,246 1,667 99 139 98
Extraordinary item (1) ........................................ -- (6,702) -- (452) --
--------- --------- --------- --------- ---------
Net income .................................................... $ 11,302 $ 6,317 $ 10,049 $ 5,558 $ 1,170
========= ========= ========= ========= =========
BALANCE SHEET DATA:
Working capital (deficiency) .................................. 23,081 $ 21,992 $ (5,355) $ (6,276) $ (8,598)
Property and equipment, net ................................... 172,966 169,834 150,004 125,147 84,002
Total assets .................................................. 204,837 206,240 159,887 131,916 88,184
Total debt .................................................... 115,000 115,000 53,492 57,692 9,814
Partners' capital ............................................. 84,915 81,113 99,913 68,487 68,994
SELECTED FINANCIAL DATA:
EBITDA (2) .................................................... 26,004 $ 24,929 $ 18,650 $ 12,365 $ 3,419
Depreciation and amortization (3) ............................. 6,772 6,020 5,095 3,950 1,683
Capital Expenditures .......................................... 9,568 26,950 29,785 37,855 28,487
Ratio of earnings to fixed charges (4) ........................ 2.1x 2.4x 3.1x 3.0x 1.5x
OPERATIONAL DATA, UNAUDITED (IN BCF, UNLESS OTHERWISE STATED):
Beginning working gas capacity ................................ 19.7 16.0 12.0 7.4 2.8
Ending working gas capacity ................................... 22.7 19.7 16.0 12.0 7.4
Average yearly working gas capacity (5) ....................... 21.8 17.6 14.2 9.7 4.4
INCLUDES SECONDARY FIRM CONTRACTS (6):
Beginning leased gas capacity ................................. 20.3 15.2 12.0 6.8 2.8
Ending leased gas capacity .................................... 20.8 20.3 15.2 12.0 6.8
Percentage of ending working gas capacity
leased ...................................................... 91.6% 102.7% 94.9% 100.0% 91.8%
Average yearly leased gas capacity (7) ........................ 21.2 17.3 13.7 9.0 4.2
Percentage of average working gas capacity
leased ...................................................... 97% 94.6% 96.5% 92.5% 95.5%
EXCLUDING SECONDARY FIRM CONTRACTS (8):
Beginning leased gas capacity ................................. 19.2 14.9 12.0 6.8 2.8
Ending leased gas capacity .................................... 20.8 19.2 14.9 12.0 6.8
Percentage of ending working gas capacity
leased ...................................................... 91.6% 97.1% 93.0% 100.0% 91.8%
Average yearly leased gas capacity ........................... 21.2 16.6 13.6 9.0 4.2
Percentage of working gas capacity leased ..................... 97% 91.0% 95.4% 92.5% 95.5%
Injection capacity (end of year in MMcf) ...................... 1,000 1,000 800 600 270
Withdrawal and wheeling capacity (end of year
in MMcf) .................................................... 3,950 3,950 3,350 2,500 1,650
</TABLE>
(1) Charge relating to early extinguishment of debt.
16
<PAGE>
(2) EBITDA is defined as net income before extraordinary items plus interest
expense (net of interest income) plus depreciation and amortization.
EBITDA is presented not as an alternative measure of operating results or
cash flow from operations (as determined in accordance with generally
accepted accounting principles), but rather to provide additional
information related to the debt servicing ability of the Company. Interest
expense as reflected on the Company's financial statements includes
amortization of deferred financing fees.
(3) Excludes amortization of deferred financing costs, which amounts are
included in interest expense.
(4) For purposes of calculating the ratio of earnings to fixed charges, fixed
charges include interest expense (plus capitalized interest) and that
portion of non-capitalized rental expense deemed to be the equivalent of
interest. Earnings represent income from continuing operations before
income taxes and fixed charges.
(5) The average working gas capacity gas calculation reflects the sum of each
month's ending working gas capacity divided by twelve (12).
(6) These calculations include the effect of both firm and secondary firm
contracts (refer to Item 1. "THE NATURAL GAS STORAGE BUSINESS-DESCRIPTION
OF SERVICES" for definitions of these terms). By selling both types of
contracts, it is possible for a facility to be "oversold" on its working
gas capacity.
(7) The average leased gas capacity calculation reflects the sum of each
month's ending leased gas capacity divided by twelve (12).
(8) These calculations exclude the effects of secondary firm contracts.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of the historical financial condition and results
of operations of the Company should be read in conjunction with the consolidated
financial statements and related notes included elsewhere herein.
GENERAL
The Company owns and operates natural gas market hubs near Houston, Texas
and in Acadia Parish, Louisiana, 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 (refer to "THE NATURAL GAS STORAGE
BUSINESS-DESCRIPTION OF SERVICES" in Item 1 for a more detailed explanation of
services offered).
CAPACITY EXPANSIONS
The Company's financial condition and results of operations are directly
related to the working storage capacity of the Company's salt cavern storage
facilities. The Company has increased capacity at its facilities six times since
its inception to meet market demand for storage services. In 1997, the Company
implemented a capital expenditures program to increase working gas capacity at
its Moss Bluff and Egan facilities to 12.0 Bcf each (for a combined total of
24.0 Bcf). The target completion date for this program is the end of 2000 (for a
more detailed discussion on working gas storage capacity expansion, refer to
"THE NATURAL GAS STORAGE BUSINESS-STORAGE FACILITIES" in Item 1). Through this
capacity expansion program, as well as the transfer of the 50% partner interest
in the Moss Bluff facility by a third party to MHP in 1996, the Company has
achieved significant growth in its working gas capacity.
17
<PAGE>
Below is a chart depicting the growth in both working and leased gas
capacity at each of the facilities for each of the three years in the period
ended December 31, 1999 (in Bcf's, except for percentages):
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
MOSS BLUFF
Working gas capacity (1) ......................... 11.3 10.3 9.5
Average working gas capacity (2) ................. 10.8 9.9 8.8
Leased gas capacity(includes secondary firm)(1) .. 11.4 10.8 9.0
Percentage of working gas capacity leased (1) ... 100.9% 104.9% 94.7%
Average leased gas capacity (2) .................. 11.1 9.7 8.6
EGAN
Working gas capacity (1) ......................... 11.4 9.4 6.5
Average working gas capacity (2) ................. 10.4 8.4 5.5
Leased gas capacity(includes secondary firm)(1) .. 9.4 9.5 6.2
Percentage of working gas capacity leased (1) ... 82.5% 101.1% 95.4%
Average leased gas capacity (2) .................. 9.4 7.6 5.2
CONSOLIDATED FACILITY TOTALS
Working gas capacity (1) ......................... 22.7 19.7 16.0
Average working gas capacity (2) ................. 21.8 17.6 14.2
Leased gas capacity(includes secondary firm)(1) .. 20.8 20.3 15.2
Percentage of working gas capacity leased (1) ... 91.6% 102.7% 94.9%
Average leased gas capacity (2) .................. 21.2 17.3 13.7
Working gas capacity increase from prior year (1) 15.2% 23.1% 33.3%
Leased gas capacity increase from prior year (1) 2.5% 33.6% 26.7%
</TABLE>
(1) As of December 31 of the years indicated.
(2) From January 1 to December 31 of the years indicated.
MARKETING AND REVENUE OVERVIEW
As previously discussed, the Company markets its natural gas storage
services to utilities, pipeline companies, local distribution companies and
natural gas marketers. Its revenues consist primarily of fees received 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. For the
years ended December 31, 1999, 1998 and 1997, salt cavern storage revenue
(including demand and injection/withdrawal fees) was approximately $32.2
million, $29.0 million and $23.7 million, respectively. Additionally, these
revenues accounted for approximately 96%, 90% and 86% of total revenues for
those same years, respectively.
The Company also offers 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 into their natural gas
portfolios. The Company believes that hub service transactions may lead to
additional long-term storage contracts over time. Short-term hub services were
provided to over twenty-five customers in 1999. For the three years ended
December 31, 1999, 1998 and 1997, hub services generated approximately $1.3
million, $3.1 million and $3.7 million, respectively. This accounted for
approximately 4%, 10% and 14% of total revenues, respectively, for those same
three years.
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. Financial
and operating data for the periods presented have been restated to reflect the
financial position and results of operations as if the formation of the Company
had occurred at the beginning of the earliest period presented.
18
<PAGE>
The following table sets forth a summary of material income statement line
items for the years ended December 31, 1999, 1998, and 1997:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
(IN THOUSANDS)
--------------------------------------------------------------------
1999 1998 1997
-------------------- -------------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues
Salt cavern storage revenue ........ $ 32,208 96.0% $ 29,008 90.2% $ 23,743 86.4%
Hub service revenue ................ 1,347 4.0 2,248 7.0 3,743 13.6
Other revenue ...................... -- -- 898 2.8 -- --
-------- -------- -------- -------- -------- --------
Total revenue ...................... 33,555 100.0% 32,154 100.0% 27,486 100.0%
-------- -------- -------- -------- -------- --------
Operating expenses ................. 14,323 42.7 13,245 41.2 13,931 50.7
Operating income ................... 19,232 57.3 18,909 58.8 13,555 49.3
Net interest expense ............... (7,930) 23.6 (5,890) 18.3 (3,506) 12.8
-------- -------- -------- -------- -------- --------
Net income before extraordinary item $ 11,302 33.7% $ 13,019 40.5% $ 10,049 36.5%
======== ======== ======== ======== ======== ========
</TABLE>
COMPARISON OF 1999 AND 1998
REVENUES. Revenues were $33.6 million in 1999 compared to $32.2 million in
1998, an increase of approximately $1.4 million, or 4%. This $1.4 million
increase is attributable to a $3.2 million increase in salt cavern storage
revenues, offset by a decrease in hub service and other revenues of
approximately $1.8 million. The increase in salt cavern storage revenues is due
primarily to the 15% increase in total working capacity from 19.7 Bcf at
December 31, 1998 to 22.7 Bcf at December 31, 1999. The decrease in hub services
revenue can be attributed to the increased utilization of leased capacity by
storage service customers, as well as the lack of volatility in the natural gas
market. The decrease in other revenues is attributable to the 1998 sale of gas
that the Company had obtained title to through in-kind fuel payments.
OPERATING EXPENSES. Operating expenses were $14.3 million in 1999 compared
to $13.2 million in 1998, an increase of approximately $1.1 million, or 8%.
Operating expenses increased primarily due to an increase in depreciation of
approximately $752,000 resulting from the Company's continuing capital
expenditure program begun in 1997 and $221,000 in property tax as a result of
additional compressors being added at both facilities.
OPERATING INCOME. As a result of the factors described above, operating
income increased to $19.2 million in 1999 from $18.9 million in 1998, an
increase of approximately $0.3 million, or 1.6%. Operating income also decreased
as a percentage of total revenues to approximately 57% in 1999 from 59% in 1998.
NET INTEREST EXPENSE. Net interest expense was approximately $7.9 million
for 1999, compared to $5.9 million in 1998, an increase of approximately $2.0
million, or 34%. This increase is primarily the result of having a full twelve
months of interest expense from the issuance of $115 million in unsecured senior
notes in March 1998.
COMPARISON OF 1998 AND 1997
REVENUES. Revenues were $32.2 million in 1998 compared to $27.5 million in
1997, an increase of approximately $4.7 million, or 17%. This $4.7 million
increase is attributable to a $5.3 million increase in salt cavern storage
revenues and an increase of approximately $900,000 in other revenue, offset by a
decrease in hub services revenues of approximately $1.5 million. The increase in
salt cavern storage revenues is due primarily to the 23% increase in total
working capacity from 16.0 Bcf at December 31, 1997 to 19.7 Bcf at December 31,
1998. The increase in other revenues is attributable to the 1998 sale of gas
that the Company had obtained title to through in-kind fuel payments. The
decrease in hub services revenue can be attributed to the increased utilization
of leased capacity by storage service customers, as well as the lack of
volatility in the natural gas market.
OPERATING EXPENSES. Operating expenses were $13.2 million in 1998 compared
to $13.9 million in 1997, a decrease of approximately $0.7 million, or 5%.
Operating expenses decreased approximately $1.6 million due to the elimination
of expenses in connection with the termination of the TPC service agreement and
various other corporate administrative expenses. This decrease is partially
offset by an increase in depreciation of approximately $0.9 million resulting
from the Company's continuing capital expenditure program begun in 1997.
19
<PAGE>
OPERATING INCOME. As a result of the factors described above and the
economies of scale associated with capacity expansion, operating income
increased to $18.9 million in 1998 from $13.6 million in 1997, an increase of
approximately $5.4 million, or 40%. Operating income also increased as a
percentage of total revenues to approximately 59% in 1998 from 49% in 1997.
NET INTEREST EXPENSE. Net interest expense was approximately $5.9 million
for 1998, compared to $3.5 million in 1997, an increase of approximately $2.4
million, or 68%. This increase is primarily the result of the issuance of $115
million in unsecured senior notes in March 1998.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
The Company's working capital and capital expenditure requirements have
historically been funded from contributions of partners' capital, the issuance
of debt securities and net cash provided by operations.
In March 1998, the Company completed the sale of $115 million of its 8.25%
senior unsecured notes due 2008 in a Rule 144A transaction which was
subsequently exchanged for substantially identical notes under the Securities
Act of 1933 (all such notes being called 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.
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.
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
1998. In addition, the Indenture allows the Company to make permitted
distributions not to exceed, in the aggregate, 35% of net income before
extraordinary items 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. In the second and fourth quarters of 1999, the Company
paid a restricted payment of $2 million and $1.5 million, respectively, and a
permitted distribution of $1 million and $3 million, respectively.
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. Any 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
Credit Facility borrowings as of December 31, 1999.
CASH FLOWS
COMPARISON OF 1999 AND 1998. Net cash provided by operating activities was
$11.5 million in 1999 and $18.7 million in 1998. The decrease in cash flows from
operating activities is primarily due to a decrease in current liabilities for
the twelve months ending December 31, 1999.
Net cash used in investing activities in 1999 and 1998 consisted primarily
of capital expenditures. The Company spent approximately $9.6 million in 1999
and $27.0 million in 1998 on capital expenditures, the majority of which was
used to fund its planned working gas capacity expansion that commenced in 1997.
As part of this
20
<PAGE>
capital expenditure program, Moss Bluff's capacity was increased from 10.3 Bcf
at the end of 1998 to 11.3 Bcf by December 31, 1999; and during that same time
period, Egan's capacity increased from 9.4 Bcf to 11.4 Bcf.
Net cash (used in) provided by financing activities was approximately
$(7.5) million in 1999 and $29.4 million in 1998. In 1999, the Company
distributed $7.5 million to its partners as discussed above. The primary source
of financing during 1998 was the issuance of $115.0 million in Senior Unsecured
Notes. As discussed in further detail in Note 6 to the Consolidated Financial
Statements--"Long-Term and Other Debt," a portion of the Senior Unsecured Notes
proceeds were used to repay secured indebtedness and partner notes, as well as
to make capital distributions to the Company's partners.
COMPARISON OF 1998 AND 1997. Net cash provided by operating activities was
$18.7 million in 1998 and $18.1 million in 1997. The increase in cash flows from
operating activities is primarily due to an increase in net income before
extraordinary items.
Net cash used in investing activities in 1998 and 1997 consisted primarily
of capital expenditures. The Company spent approximately $27.0 million in 1998
and $29.8 million in 1997 on capital expenditures, the majority of which was
used to fund its planned working gas capacity expansion that commenced in 1997.
As part of this capital expenditure program, Moss Bluff's capacity was increased
from 9.5 Bcf at the end of 1997 to 10.3 Bcf by December 31, 1998; and during
that same time period, Egan's capacity increased from 6.5 Bcf to 9.4 Bcf.
Net cash provided by financing activities was approximately $29.4 million
in 1998 and $13.5 million in 1997. The primary source of financing during 1998
was the issuance of $115.0 million in Senior Unsecured Notes and the receipt of
$17.7 million of partners' contributions in 1997. As previously discussed, a
portion of the Senior Unsecured Notes proceeds were used to repay secured
indebtedness and partner notes, as well as to make capital distributions to the
Company's partners.
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 spent
approximately $710,000 and $1.4 million for Moss Bluff and Egan, respectively,
increasing capacity by 3.0 Bcf in 1999. Additionally, the Company purchased $4.6
million in pad gas for the Egan facility. The Company funded these 1999
expenditures through cash flows from operations. The target completion date for
this program is the end of 2000. The Company has forecasted for fiscal year 2000
approximately $689,000 and $2.3 million for Moss Bluff and Egan, respectively,
to increase working gas capacity to 24 Bcf. The Company anticipates expanding
both Moss Bluff and Egan to 16 Bcf each during 2001 through 2004. Capital
expenditures associated with this expansion are estimated to be $19 million.
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 2000 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.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," and subsequently delayed the
effective date of this statement with the issuance of SFAS No. 137 in June 1999.
This Statement establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, (collectively referred to as derivatives) and for hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. This statement is effective for all fiscal quarters of all fiscal
years beginning after June 15, 2000. The Company will be analyzing SFAS No. 133
to determine what, if any, impact or additional disclosure requirements this
pronouncement will have on the financial statements.
YEAR 2000 COMPLIANCE
In 1997, the Company initiated a corporate-wide Year 2000 project to
address mainframe application systems, information technology (IT) related
equipment, system software and client-developed applications. The evaluation of
the Year 2000 issues included those related to significant customers, key
vendors, service suppliers and other parties material to the Company's
operations.
Remediation and testing of all systems and equipment were completed during
1999. The Company did not experience any Year 2000 problems that significantly
affected the operations of the Company. The Company will
21
<PAGE>
continue to monitor and assess potential future problems. Total direct costs of
resolving the Year 2000 issue with respect to the Company were $154,448.
The statements included in this Report on Form 10-K 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 results. 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. Important factors not discussed in this
section that could cause actual results to differ materially from the Company's
expectations are disclosed in "Risk Factors" and elsewhere in the Company's
Registration Statement on S-4 (Registration No. 333-51713) filed with the
Securities and Exchange Commission.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not have any material risk exposure to market rate
changes that affects market risk sensitive instruments, as interest on all of
the Company's material long-term debt accrues interest at a fixed rate. However,
the Company is at risk with respect to changes in the fair value of the debt as
market interest rates change. See Note 4 to the Consolidated Financial
Statements - "Financial Instruments and Off Balance Sheet Risk" included herein
for further discussion.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
MARKET HUB PARTNERS STORAGE, L.P
Independent Auditors' Report (Deloitte & Touche, L.L.P.)............................ 23
Consolidated Balance Sheets as of December 31, 1999 and 1998........................ 24
Consolidated Statements of Operations for the three years ended December 31, 1999... 25
Consolidated Statements of Cash Flows for the three years ended December 31, 1999... 26
Statements of Partners' Capital for the three years ended December 31, 1999......... 27
Notes to Consolidated Financial Statements.......................................... 28
MARKET HUB PARTNERS FINANCE, INC.
Independent Auditors' Report (Deloitte & Touche, L.L.P.)............................ 35
Balance Sheets as of December 31, 1999 and 1998..................................... 36
MARKET HUB PARTNERS STORAGE, L.L.C.
Independent Auditors' Report (Deloitte & Touche, L.L.P.)............................ 37
Balance Sheets as of December 31, 1999 and 1998..................................... 38
</TABLE>
22
<PAGE>
INDEPENDENT AUDITORS' REPORT
Market Hub Partners Storage, L.P.
We have audited the accompanying consolidated balance sheets of Market Hub
Partners Storage, L.P. and subsidiaries (the "Company"), a Delaware Limited
Partnership, as of December 31, 1999 and 1998 and the related consolidated
statements of operations, partners' capital and cash flows for each of the three
years in the period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits. The consolidated
financial statements give retroactive effect to the formation of Market Hub
Partners Storage, L.P., which has been accounted for in a manner similar to a
pooling of interests as described in Note 1 to the consolidated financial
statements.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the consolidated financial position of the Company at December 31,
1999 and 1998, and the results of its consolidated operations and its
consolidated cash flows for each of the three years in the period ended December
31, 1999 in conformity with accounting principles generally accepted in the
United States of America.
As described in Note 1, the financial statements of the Company as of December
31, 1999 and 1998 and for each of the three years in the period ended December
31, 1999 have been restated as if the formation of the Company had occurred at
the beginning of the earliest period presented. In our opinion, such restatement
is appropriate and has been properly reflected in the accompanying financial
statements.
DELOITTE & TOUCHE, LLP
Houston, Texas
March 27, 2000
23
<PAGE>
MARKET HUB PARTNERS STORAGE, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
December 31,
----------------------
ASSETS 1999 1998
--------- ---------
<S> <C> <C>
Current Assets:
Cash and cash equivalents ............................ $ 14,029 $ 19,592
Accounts and notes receivable .................... 13,802 12,453
Other current assets ................................ 172 74
--------- ---------
Total Current Assets ..................... 28,003 32,119
--------- ---------
Property and Equipment:
Natural gas storage facilities ..................... 195,225 173,692
Construction in progress ........................... 325 12,290
Less accumulated depreciation .............. (22,584) (16,148)
--------- ---------
Net Property and Equipment ............. 172,966 169,834
Other assets ....................................... 3,868 4,287
--------- ---------
Total Assets ........................... $ 204,837 $ 206,240
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Current Liabilities:
Accounts payable, Trade and other ................... $ 166 $ 1,483
Accrued interest .................................... 3,151 3,151
Accrued property tax ................................ 1,093 961
Other accrued liabilities ........................... 512 4,532
--------- ---------
Total Current Liabilities .................. 4,922 10,127
--------- ---------
Long - term debt ....................................... 115,000 115,000
Commitments and Contingencies (see Note 8)
Partners' Capital ...................................... 84,915 81,113
--------- ---------
Total Liabilities and Partner's Capital.......... $ 204,837 $ 206,240
========= =========
</TABLE>
See Notes to Consolidated Financial Statements
24
<PAGE>
MARKET HUB PARTNERS STORAGE, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
December 31,
-------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Revenues:
Salt cavern storage revenues ........................ $ 32,208 $ 29,008 $ 23,743
Hub services revenues ............................... 1,347 2,248 3,743
Other revenues ...................................... -- 898 --
-------- -------- --------
Total revenues ............................... 33,555 32,154 27,486
-------- -------- --------
Operating expenses:
Operations and maintenance .......................... 2,480 2,549 2,196
Plant administrative ................................ 283 353 2,829
Property taxes ...................................... 1,171 950 810
Royalty payments .................................... -- 136 203
General and administrative .......................... 3,617 3,237 2,798
Depreciation and amortization ....................... 6,772 6,020 5,095
-------- -------- --------
Total operating expenses ................ 14,323 13,245 13,931
-------- -------- --------
Operating income ................ 19,232 18,909 13,555
Interest expense ...................................... 9,176 7,557 3,605
Interest income ....................................... 1,246 1,667 99
-------- -------- --------
Net income before extraordinary item .................. 11,302 13,019 10,049
Extraordinary loss on early extinguishment of debt -- (6,702) --
-------- -------- --------
Net income ............................................ $ 11,302 $ 6,317 $ 10,049
======== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements
25
<PAGE>
MARKET HUB PARTNERS STORAGE, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
December 31,
-----------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net income .......................................................... $ 11,302 $ 6,317 $ 10,049
Adjustments to reconcile net income to net cash provided by
Operating activities:
Depreciation and amortization ................................ 6,772 6,020 5,095
Extraordinary loss on early extinguishment of debt ........... -- 6,702 --
Change in assets and liabilities:
Increase in accounts receivable ................................ (1,349) (4,035) (324)
Decrease (increase) in other current assets .................... (98) (69) 236
Decrease (increase) in other assets ............................ 83 90 (1,366)
Increase (decrease) in trade payables and other
accrued liabilities .......................................... (5,337) 1,188 3,247
Increase (decrease) in accrued interest payable ................ -- 3,151 --
Increase (decrease) in accrued property tax .................... 132 249 712
Increase (decrease) in payable to partners, affiliates and other -- (943) 419
--------- --------- ---------
Net cash provided by operating activities ...................... 11,505 18,670 18,068
--------- --------- ---------
Cash Flows from Investing Activities:
Capital expenditures ............................................... (9,568) (26,950) (29,785)
Proceeds from the sale of property, plant and equipment ............ -- 1,362 --
Issuance note to Tioga Project ..................................... -- (5,000) --
--------- --------- ---------
Net cash used in investing activities .............................. (9,568) (30,588) (29,785)
--------- --------- ---------
Cash Flows from Financing Activities:
Issuance of long-term debt (net of expenses of $4,061
in 1998) ......................................................... -- 110,939 --
Repayments of long-term debt ........................................ -- (53,492) (4,200)
Extraordinary loss on early extinguishment of debt .................. -- (5,057) --
Receipt of restricted cash .......................................... -- 2,084 --
Capital contribution from partners .................................. -- -- 17,744
Capital distribution to partners .................................... (7,500) (25,117) --
--------- --------- ---------
Net cash provided by (used in) financing activities ................. (7,500) 29,357 13,544
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents ................ (5,563) 17,439 1,827
Cash and cash equivalents at beginning of period .................... 19,592 2,153 326
--------- --------- ---------
Cash and cash equivalents at end of period .......................... $ 14,029 $ 19,592 $ 2,153
========= ========= =========
Supplementary Non-Cash Investing and Financing Activities:
Non-Cash Capital Contribution ....................................... $ -- $ -- $ 3,633
</TABLE>
See Notes to Consolidated Financial Statements
26
<PAGE>
MARKET HUB PARTNERS STORAGE, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL
(IN THOUSANDS)
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Partner Contributions (Distributions) ........ $ (7,500) $(25,117) $ 21,377
Net Income ................................... 11,302 6,317 10,049
-------- -------- --------
Net Increase (Decrease) in Capital ........... 3,802 (18,800) 31,426
Partners' Capital Balance, Beginning of Period 81,113 99,913 68,487
-------- -------- --------
Partners' Capital Balance, End of Period ..... $ 84,915 $ 81,113 $ 99,913
======== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements
27
<PAGE>
MARKET HUB PARTNERS STORAGE, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE NOTED)
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
Market Hub Partners Storage, L.P. (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. MHP was owned by TPC Corporation, a wholly-owned subsidiary of
Pacificorp, and subsidiaries of NiSource Inc. ("NiSource"), DPL Inc. ("DPL") and
Public Service Enterprise Group, Inc. prior to April 1, 1999. As of December 31,
1999, MHP is owned by Tioga Gas Storage Company, TPC Gas Storage Services, L.P.,
TPC Storage Holding Corp. and NI Energy Services, Inc., all of which are
indirect subsidiaries of NiSource Inc. (formerly NIPSCO Industries, Inc.) The
Company conducts operations through its wholly-owned subsidiaries, Moss Bluff
Hub Partners, L.P. ("Moss Bluff") and Egan Hub Partners, L.P. ("Egan"). On
January 30, 1998, the Company formed Market Hub Partners Finance, Inc. as a
wholly-owned subsidiary.
On April 1, 1999, NiSource acquired TPC Corporation (renamed EnergyUSA-TPC
Corporation) ("TPC"), including its 66% interest in Market Hub Partners, L.P. As
a result of the TPC acquisition, NiSource increased its indirect ownership of
MHP to approximately 77.3%. In the fourth quarter of 1999, TPC, through its
wholly-owned subsidiary, TPC Gas Storage Services, L.P., acquired from PSEG
Resources, Inc., the stock of PSRC I, Inc., including its 5.67% interest in MHP
and from DPL, Inc. its 17% interest in MHP. As a result, NiSource indirectly
owns 100% of MHP as of December 31, 1999.
Prior to formation of the Company, Moss Bluff and Egan were owned by MHP.
Upon formation of the Company, MHP contributed its ownership of Moss Bluff and
Egan to the Company as a capital contribution. The consolidated financial
statements give retroactive effect to the formation of Market Hub Partners
Storage, L.P., which has been accounted for in a manner similar to a pooling of
interests.
The Company owns and operates natural gas market hubs near Houston, Texas
and in Acadia Parish, Louisiana, 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's revenue, profitability and future
rate of growth are substantially dependent upon the supply and demand for
natural gas, the pace of natural gas industry deregulation at both the federal
and state levels, and the current and future positions regarding expiration of
customer contractual commitments for both firm transportation and storage
services. Such factors are largely beyond the Company's control.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRESENTATION AND PRINCIPLES OF CONSOLIDATION - The accompanying financial
statements include the consolidated financial statements of the Company and its
wholly-owned subsidiaries. All intercompany transactions and balances among such
subsidiaries have been eliminated.
CASH AND CASH EQUIVALENTS - Cash and cash equivalents consist of demand
deposits and highly liquid investments purchased with an original maturity of
three months or less.
CONCENTRATION OF CREDIT RISK - Financial instruments that potentially
subject the Company to concentration of credit risk consist primarily of
temporary cash investments and trade receivables derived principally from
uncollateralized sales to customers in the pipeline and natural gas utility
industries. The concentration of credit risk in these industries affects the
Company's overall exposure to credit risk because customers may be similarly
affected by changes in economic and other conditions.
28
<PAGE>
MARKET HUB PARTNERS STORAGE, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
PROPERTY AND EQUIPMENT - Depreciation of storage facilities and equipment
is provided using the straight-line method over estimated useful lives of the
assets ranging from fifteen to thirty years. Additions, renewals, and
betterments that materially add to productive capacity or extend the life of an
asset are capitalized. Construction in progress represents costs related to the
ongoing expansion of natural gas storage facilities and are transferred to
natural gas storage facilities and depreciation commenced once such expansion
projects are complete and operational. Expenditures for routine maintenance,
repairs and renewal costs are expensed as incurred.
Interest is capitalized during the construction period of major facilities
and amounted to approximately $0.7 million, $1.4 million and $1.1 million in the
years ended December 31, 1999, 1998 and 1997, respectively.
The Company periodically reviews for impairment of long-lived assets and
certain identifiable intangibles to be held and used whenever events or changes
in circumstances indicate that the carrying amount of its assets might not be
recoverable. As of December 31, 1999, such reviews have had no impact on the
Company's financial statements.
OTHER ASSETS - Other assets consist primarily of deferred financing fees.
The deferred financing fees include legal, placement agency and other services
and are being amortized on a straight-line basis over the term of the underlying
loan.
REVENUE RECOGNITION - Salt cavern storage revenues consist of demand
charges for the reservation of storage space or the use of injection and
withdrawal facilities and usage fees for the actual use of storage space or
injection and withdrawal facilities. Demand fees are recognized as revenue over
the term of the related storage agreement while usage fees and hub services
revenues, which consist of a variety of other storage injection and withdrawal
services, are recognized as the services are performed. Other revenue consist of
sales of gas that the Company has obtained title to through in-kind fuel
payments.
INCOME TAXES - The Company is a limited partnership and the applicable tax
liability or benefit is the responsibility of the individual general or limited
partners. The Company's wholly-owned subsidiary, Market Hub Partners Finance,
Inc., had no tax liability at the end of 1999 or 1998.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and disclosure of contingent
assets and liabilities and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Significant estimates with regard to these financial statements relate primarily
to the depreciable lives of property and equipment.
RECLASSIFICATIONS - Certain amounts from the previous years have been
reclassified to conform to the current year presentation of the financial
statements. Such reclassifications did not affect earnings.
NEW ACCOUNTING PRONOUNCEMENTS - In June 1998, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities," and subsequently delayed the effective date of this statement with
the issuance of SFAS No. 137 in June 1999. This Statement establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This statement is
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000. The Company will be analyzing SFAS No. 133 to determine what, if any,
impact or additional disclosure requirements this pronouncement will have on the
financial statements.
29
<PAGE>
MARKET HUB PARTNERS STORAGE, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
NOTE 3. NOTES RECEIVABLE
Included in the accounts and notes receivable balance at December 31,
1999, is a $5.0 million loan, payable upon demand, bearing interest at prime
plus 2%, loaned by the Company during 1998 to a wholly-owned subsidiary of MHP.
The loan 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 loan will be repaid when financing is secured for the project.
NOTE 4. FINANCIAL INSTRUMENTS AND OFF BALANCE SHEET RISK
The carrying value of the Company's financial instruments with respect to
cash and cash equivalents and trade receivables and payables, approximates the
fair value of these instruments at December 31, 1999 and 1998.
The fair value of long-term debt is estimated using discounted cash flow
analysis, based on the borrowing rate currently available to the Company for
loans with similar terms and maturities. The fair value of such debt was
approximately $98.4 million and $104.1 million at December 31, 1999 and 1998,
respectively, the carrying value of which was $ 115.0 million for both years.
NOTE 5. PROPERTY, PLANT & EQUIPMENT
A summary of property, plant and equipment is provided in the chart below:
1999 1998
-------- --------
Natural gas storage facilities ............... $192,519 $171,219
Land ......................................... 2,706 2,473
Construction in progress ..................... 325 12,290
-------- --------
Total .................................. $195,550 $185,982
======== ========
Depreciation expense was approximately $6.4 million, $5.8 million and $4.9
million for the years ended December 31, 1999, 1998 and 1997, respectively.
NOTE 6. LONG-TERM AND OTHER DEBT
The following chart sets forth certain terms with respect to long-term
obligations owed by the Company, which are also discussed in the paragraphs
following the chart:
December 31,
-------------------
1999 1998
-------- --------
Senior Unsecured Notes, 8.25%, due March 2008 ............ $115,000 $115,000
New Credit Facility, $20.0 million, at prime rate or the
London Interbank Rate + 2%, expires December 2000 ...... -- --
115,000 115,000
-------- --------
Long-term debt ........................................... $115,000 $115,000
======== ========
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, 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
30
<PAGE>
MARKET HUB PARTNERS STORAGE, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
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 "144A Notes"). The 144A 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 144A Notes
(the "Indenture"), the Company may make certain distributions. As permitted by
the Indenture, the Company distributed $2.5 million to MHP in 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. In the second and
fourth quarters of 1999, the Company paid a restricted payment of $2 million and
$1.5 million, respectively, and permitted distributions of $1 million and $3
million, respectively, to MHP.
REVOLVING CREDIT FACILITY. Pursuant to the Indenture governing the 144A
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 Credit Facility borrowings as of December
31, 1999, and was in compliance with the terms of the Credit Facility at the end
of 1999.
During the years ended December 31, 1999, 1998 and 1997, the Company paid
interest, net of amounts capitalized, of approximately $8.8 million, $4.1
million and $3.4 million, respectively.
NOTE 7. RELATED PARTY TRANSACTIONS
STORAGE SERVICE CONTRACTS
The Company is party to storage service contracts with several of MHP's
limited partners and their affiliates. Certain summary information with respect
to these contracts is provided below:
ENERGYUSA-TPC CORP. Pursuant to two contracts for gas storage services at
each of the Moss Bluff and Egan facilities, revenues recognized by the Company
from contracts with TPC were approximately $3,999, $3,618 and $3,733 in 1999,
1998 and 1997, respectively. The contracts related to services at the Moss Bluff
facility both terminate in April 2002. At Egan, one of the contracts for
services terminates in September 2000, while the other will expire in April
2006. Included in accounts receivable are balances due from TPC of $2,344 and
$550 at December 31, 1999 and 1998, respectively.
NISOURCE INC.. The Company performs storage services under long-term
demand contracts as well as various other hub services for Northern Indiana
Public Service Company ("NIPSCO"). Under the provisions of the contracts, NIPSCO
reimburses the Company for a portion of the property taxes incurred by the
Company, which totaled approximately $331, $297 and $265 for the years ended
December 31, 1999, 1998 and 1997, respectively. Revenues recognized by the
Company in relation to the services performed for NIPSCO pursuant to storage
contracts, as well as revenue from hub services, at both the Moss Bluff and Egan
facilities totaled $8,744, $8,711 and $8,769 in 1999, 1998 and 1997,
respectively. NIPSCO's contract with Moss Bluff terminates in April 2013. The
agreement for services at the Egan facility has a primary term expiring in April
2016 but may be terminated by NIPSCO effective April 2006 with 12 months notice.
Included in accounts receivable are balances due from NIPSCO of $734 and $725 at
December 31, 1999 and 1998, respectively.
DAYTON POWER AND LIGHT ("DPL"). During fiscal years ended December 31,
1999, 1998 and 1997, the Company performed storage services under long-term
demand contracts as well as various other hub services for
31
<PAGE>
MARKET HUB PARTNERS STORAGE, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DPL and its subsidiaries. Revenues recognized by the Company in relation to such
services were approximately $1,129, $1,008 and $406 in 1999, 1998 and 1997,
respectively. Included in accounts receivable are balances due from DPL and its
subsidiaries of approximately $93 and $97 at December 31, 1999 and 1998,
respectively. As of December 31, 1999, DPL is no longer considered to be a
related party as its ownership interest in the Company was purchased by TPC Gas
Storage Services, L.P. in the fourth quarter of 1999 (see Note 1).
The following chart sets forth terms with respect to firm storage capacity
based on the Company's agreements with its related-party customers at December
31, 1999:
MOSS BLUFF FACILITY
CAPACITY
LEASED
TERMINATION
CUSTOMER (FIRM DEMAND CONTRACTS ONLY) DATE (IN MMCF)
- ------------------------------------- ----------- ---------
NIPSCO.................................. April 2014 4,000
EnergyUSA-TPC (NiSource)................ April 2002 600
EnergyUSA-TPC (NiSource)................ April 2002 500
---------
MOSS BLUFF TOTAL.................. 5,100
=========
EGAN FACILITY
CAPACITY
LEASED
TERMINATION
CUSTOMER (FIRM DEMAND CONTRACTS ONLY) DATE (IN MMCF)
- ------------------------------------- ----------- ---------
NIPSCO (1).............................. April 2016 1,500
EnergyUSA-TPC (NiSource)................ September 2000 500
EnergyUSA-TPC (NiSource)................ April 2006 500
---------
EGAN TOTAL........................... 2,500
---------
CONSOLIDATED RELATED-PARTY LEASED
CAPACITY (FIRM DEMAND CONTRACTS ONLY) 7,600
=========
(1) This contract has a primary term expiring April 1, 2016 but may be
terminated by the customer effective April 1, 2006 on 12 months' notice.
SERVICE AGREEMENTS
TPC administered the payroll and related benefits on MHP's behalf from its
formation through December 31, 1997. These charges were directly charged to MHP
based on actual time, salaries of such personnel responsible for field
operations and day-to-day management of the Company. Other indirect general and
administrative expenses incurred by the Company related to legal, office rent,
supplies and other miscellaneous indirect charges were paid by the Company.
Salaries and related benefits for the Company were $3,485 for 1997. In addition,
TPC under management services agreements provided administrative services
(financial, human resources and support) for the Company. Management services
agreements charges were $796 for 1997. Management of the Company believes the
allocation methods used were reasonable, and such costs of the Company, on a
stand alone basis, would not have been materially different from those allocated
by TPC. Contracts covering a portion of such services were cancelled by mutual
agreement between TPC and MHP effective July 1, 1996, and the TPC employees who
were previously involved in providing these services to the Company became
employees of the Company at that date. All services provided by TPC to MHP have
been allocated to the Company as it is the only operating subsidiary of MHP.
These amounts are included in operating and general and administrative expenses
in the consolidated statements of operations. All of the contracts for services
rendered by TPC were terminated as of December 31,1997.
During the year ended December 31, 1997, substantially all employees of
the Company were eligible to participate in TPC's defined contribution 401(k)
plan. The Company's matching contributions to the plan for 1997 are included in
the aggregate charges for contractual services provided by TPC.
32
<PAGE>
MARKET HUB PARTNERS STORAGE, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
NOTE 8. COMMITMENTS AND CONTINGENCIES
LEASES - Effective December 1, 1997, MHP began leasing its main office
space in Houston, Texas from a third party. Prior to this time, the Company
occupied office space in Houston, Texas leased by a TPC subsidiary from a third
party. MHP's total office lease expenses for the years ended December 31, 1999,
1998 and 1997 were $164, $176 and $128, respectively. All such lease expense
costs for MHP are included in the financial statements of the Company because it
is the only operating subsidiary of MHP. Future minimum rental payments required
to be made by MHP under the Houston, Texas office are as follows:
AMOUNT
--------
2000............................ $ 140
2001............................ 140
2002............................ 140
2003............................ 0
2004............................ 0
Thereafter...................... 0
--------
Total minimum payments required $ 420
========
LITIGATION - On April 1, 1999, NiSource acquired TPC, including its
interest in Market Hub Partners, L.P. As a result of the TPC acquisition,
NiSource increased its indirect ownership of MHP to approximately 77.3%. The
sale may have triggered 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 employees. Upon a change of control under
such employment agreements, Messrs. Hooker, Clark, Cook, Lorio, Gatewood and
Allemandou may have been entitled to receive an amount equal to 2.0%, 1.25%,
1.25%, 1.0%, 1.0% and 1.0%, respectively, of the increase in value of the
Company from January 1, 1998 to the date a change of control occurs, calculated
pursuant to the employment agreements. The amount of any such payment that may
be required has not yet been quantified, but may be material.
Mr. Hooker, former Executive Vice President and Chief Operating Officer,
has filed a lawsuit against the Company and certain of its affiliates (Market
Hub Partners, L.P., Market Hub Partners, Inc., Market Hub Partners Storage,
L.L.C. and NiSource Inc.) in the District Court of Harris County, Texas, 269th
Judicial District. Messrs. Clark, Lorio, Gatewood, Allemandou and Cook (each of
whom was at that time 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., Market Hub Partners Storage, L.L.C. and
NiSource Inc.) in the District Court of Harris County, Texas, 157th Judicial
District. The lawsuits, now consolidated before the 157th Judicial District,
seek payment of amounts allegedly owed to the former officers or employees under
their employment agreements with the Company in connection with the NiSource
acquisition of the stock of TPC. The Company intends to vigorously defend all
such claims for additional compensation. Each of the individual plaintiffs cited
in the lawsuits described above is no longer employed by the Company. The
Company does not believe this matter will have a material adverse effect on the
Company's results of operations or cash flows.
The Company and certain of its affiliates (Market Hub Partners, L.P.,
Market Hub Partners, Inc., Market Hub Partners Storage, L.L.C. and NiSource
Inc.) filed a counterclaim on March 24, 2000 against Messrs. Clark, Lorio,
Gatewood, Allemandou and Cook in the 157th Judicial District Court of Harris
County, Texas. The counterclaim alleges fraud, breach of fiduciary duty and duty
of loyalty against Messrs. Clark and Hooker, and alleges civil conspiracy
against Messrs. Clark, Lorio, Gatewood, Cook, Allemandou and Hooker.
NOTE 9. SIGNIFICANT CUSTOMERS
SIGNIFICANT CUSTOMERS - Significant customers are those which individually
account for more than 10% of the Company's combined revenues. For the year ended
December 31, 1999, NIPSCO and TPC accounted for
33
<PAGE>
MARKET HUB PARTNERS STORAGE, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
approximately 27% and 12%, respectively, of the Company's total revenues. For
the year ended December 31, 1998, NIPSCO, TPC and Aquila accounted for
approximately 27%, 11% and 10%, respectively, of the Company's total revenues.
For the year ended December 31, 1997, NIPSCO, TPC and Channel Industries Gas
Company accounted for approximately 32%, 14%, and 10%, respectively, of the
Company's total revenues.
NOTE 10. EMPLOYEE BENEFITS PLAN
The Company has adopted a 401(k) savings plan (the "Plan") for all of its
employees effective January 1, 1998. Participation in the Plan is optional.
Employees are immediately eligible for participation in the Plan on the date
they are hired. Employer contributions are equal to 50% of employee
contributions up to 6% of participant's elected annual salary deferral
contributions subject to certain limitations. Participants vest in Company
contributions over a four year period, 0% in the first year, and 33% in each of
the three years thereafter. In 1999 and 1998, the Company contributed $44 and
$58, respectively, on behalf of Plan participants.
NOTE 11. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
Results of operations by quarter for the years ended December 31, 1999 and
1998 are set forth in the following table (amounts in thousands):
QUARTER ENDED
------------------------------------------------
DECEMBER 31 SEPTEMBER 30 JUNE 30 MARCH 31
----------- ------------ ------- --------
1999
Revenues................... $ 8,605 $ 8,250 $ 8,654 $ 8,046
Operating income........... 5,207 4,591 5,136 4,298
Income before extraordinary
item..................... 3,245 2,646 3,136 2,275
Net Income (loss).......... 3,245 2,646 3,136 2,275
======= ======= ======= =======
Working gas capacity (Bcf). 22.7 22.4 22.3 20.8
Leased gas capacity (Bcf)
(excludes secondary firm).. 20.8 20.9 21.6 20.7
1998
Revenues................... $ 9,719 $ 7,925 $ 6,862 $ 7,648
Operating income........... 6,010 4,775 3,588 4,536
Income before extraordinary
item....................... 4,163 3,099 2,047 3,710
Net Income (loss).......... 4,163 3,099 2,047 (2,992)
======= ======= ======= =======
Working gas capacity (Bcf). 19.7 19.6 17.9 17.2
Leased gas capacity (Bcf)
(excludes secondary firm).. 19.2 19.0 17.4 14.9
34
<PAGE>
INDEPENDENT AUDITORS' REPORT
Market Hub Partners Finance, Inc.
We have audited the accompanying balance sheets of Market Hub Partners Finance,
Inc. (a wholly-owned subsidiary of Market Hub Partners Storage, L.P.) (the
"Company") as of December 31, 1999 and 1998. These balance sheets are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the balance sheets based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the balance
sheets are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the balance sheets. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for an opinion.
In our opinion, the balance sheets referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 1999
and 1998 in conformity with accounting principles generally accepted in the
United States of America.
DELOITTE & TOUCHE, LLP
Houston, Texas
March 27, 2000
35
<PAGE>
MARKET HUB PARTNERS FINANCE, INC.
(A WHOLLY-OWNED SUBSIDIARY OF MARKET HUB PARTNERS STORAGE, L.P.)
BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
Assets ......................................................... $ 0 $ 0
============ ============
Stockholder's Equity
Common stock, $.01 par value; 1,000 shares authorized,
Issued and outstanding .............................. $ 10 $ 10
Additional paid-in capital ............................ 990 990
Contributions receivable from Market Hub Partners, L.P. (1,000) (1,000)
------------ ------------
Total Stockholder's Equity ................... $ 0 $ 0
============ ============
</TABLE>
Note:
Market Hub Partners Finance, Inc. ("Finance") was formed on January 30,
1998 as a wholly-owned subsidiary of Market Hub Partners Storage, L.P. ("the
Company") and was co-issuer with the Company of the $115.0 million in senior
unsecured notes issued in March 1998. The statements of operations, cash flows
and changes in stockholder's equity have not been presented because Finance has
not conducted any operations since its formation.
36
<PAGE>
INDEPENDENT AUDITORS' REPORT
Market Hub Partners Storage, L.L.C.
We have audited the accompanying balance sheets of Market Hub Partners Storage,
L.L.C. (a wholly-owned subsidiary of Market Hub Partners, L.P.) (the "Company")
as of December 31, 1999 and 1998. These balance sheets are the responsibility of
the Company's management. Our responsibility is to express an opinion on the
balance sheets based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the balance
sheets are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the balance sheets. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for an opinion.
In our opinion, the balance sheets referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 1999
and 1998 in conformity with accounting principles generally accepted in the
United States of America.
DELOITTE & TOUCHE, LLP
Houston, Texas
March 27, 2000
37
<PAGE>
MARKET HUB PARTNERS STORAGE, L.L.C.
(A WHOLLY-OWNED SUBSIDIARY OF MARKET HUB PARTNERS, L.P.)
BALANCE SHEET
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Assets - General partner investment in Market Hub
Partners Storage, L.P. ................. $ 10,000 $ 10,000
============ ============
Member's Equity ........................................ $ 10,000 $ 10,000
============ ============
</TABLE>
Note:
Market Hub Partners Storage, L.L.C. ("Storage L.L.C."), formed on December
31, 1997, is a wholly-owned subsidiary of Market Hub Partners, L.P. and owns a
.01% general partner interest in Market Hub Partners Storage, L.P. ("the
Company"). The statements of operations, cash flow and changes in member's
equity have not been presented because Storage L.L.C. has not had operations
other than the equity earnings of the Company, which were deemed immaterial for
the years ended December 31, 1999 and 1998.
38
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Refer to Item 1- "DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY" for
further discussion.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning the
compensation paid during the three years ended December 31, 1999, 1998 and 1997,
to certain executive officers of the Company whose combined salary and bonus for
services rendered to MHP Storage and its subsidiaries for such period exceeded
$100,000, or would have exceeded such amount if paid during the full fiscal
year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-----------------------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS
- --------------------------- ---- -------- --------
<S> <C> <C> <C>
Frank M. D'Antuono (1)
President and Chief Operating Officer ........... 1999 $120,000 $ 25,000
David J. Nightingale (1)
Vice President, Operations ...................... 1999 $ 80,000 $ 25,000
David A. Loe (2)
Vice President, Sales & Storage ................. 1999 $ 80,000 $ 81,172
Anthony J. Clark (3)
Former Vice President and Chief Financial Officer 1999 $104,641 $183,769
1998 $140,000 $132,250
1997 $ 46,668(5) $ 36,332(5)
Mark Cook (3)
Former Vice President, Sales .................... 1999 $ 84,615 $433,673(4)
1998 $120,000 $440,314(4)
1997 $ 99,712 $365,903(4)
</TABLE>
(1) Mr. D'Antuono and Mr. Nightingale's employment with the Company was
effective July 1, 1999.
(2) Mr. Loe was appointed Vice President, Sales and Storage effective
September 1, 1999; Mr. Loe's bonus includes sales commissions of $48,172
for the period September 1, 1999 through December 31, 1999.
(3) Messrs. Clark and Cook resigned their employment with the Company
effective July 1999.
(4) Includes sales commissions of $433,673, $440,314 and $365,903 for 1999,
1998 and 1997, respectively.
(5) Salary and bonus information reflects compensation from September 1997,
when Mr. Clark joined the Company, through December 31, 1997.
39
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The sole general partner of the Company is Market Hub Partners Storage,
LLC, a wholly-owned subsidiary of MHP. The sole limited partner of the Company
is MHP. The following table sets forth certain information regarding the
beneficial ownership of the equity of MHP as of March 15, 2000.
NAME OF BENEFICIAL OWNER PERCENTAGE(1)
- ------------------------ -------------
Tioga Gas Storage Company*.................................. 66.0%
TPC Gas Storage Services, L.P.*............................. 17.0%
TPC Storage Holding Corp*................................... 5.7%
NI Energy Services, Inc.*................................... 11.3%
-------------
100.0%
=============
* All of which are subsidiaries of NiSource, Inc..
(1) Includes limited partner interest and proportionate share of general
partner interest. The member interests in the general partner of MHP are
owned by the partners of MHP proportionately in accordance with their
limited partner interests in MHP.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Refer to Notes 3 and 7-to the Consolidated Financial Statements "RELATED
PARTY TRANSACTIONS" and "NOTES RECEIVABLE" herein for information regarding
certain relationships and related transactions.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) Financial Statements.
For the financial statements filed as part of this Report on Form
10-K, refer to "Index to Financial Statements" included in "Item 8.
Financial Statements and Supplementary Data."
(2) Financial Statement Schedules.
All financial statement schedules are omitted because they are not
required or the required information is shown in the Company's
consolidated financial statements or the notes thereto.
(3) Exhibits
40
<PAGE>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
3.1* Certificate of Limited Partnership of Market Hub Partners Storage,
L.P., as amended January 30,1998. (Form S-4 (Reg. No. 333-51713),
Exh. 3.1)
3.2* Limited Partnership Agreement of Market Hub Partners Storage, L.P.,
as amended as of December 31, 1997, by and between Market Hub
Partners Finance, L.L.C. and Market Hub Partners, L.P. (Form S-4
(Reg. No. 333-51713), Exh. 3.2)
4.1* Indenture dated March 1, 1998 by and among Market Hub Partners
Storage, L.P., Market Hub Partners Finance, Inc., the Subsidiary
Guarantors and IBJ Schroder Bank & Trust Company, as Trustee. (Form
S-4 (Reg. No. 333-51713), Exh. 4.1)
4.2* Note Purchase Agreement dated April 11, 1997 by and among Market Hub
Partners, L.P. and the Note Purchasers Party Thereto. (Form S-4
(Reg. No. 333-51713), Exh. 4.3)
4.3* Waiver and Amendment Agreement dated February 11, 1998 and among
Market Hub Partners, L.P. and the Note Purchasers Party Thereto of
the Note Purchase Agreement dated April 11, 1997. (Form S-4 (Reg.
No. 333-51713), Exh. 4.4)
10.1* Assumption Agreement dated March 1, 1998 by and among Market Hub
Partners Storage, L.P. and Market Hub Partners Finance, Inc. (Form
S-4 (Reg. No. 333-51713), Exh. 10.1)
10.2* Credit Agreement dated April 15, 1998 by and among Market Hub
Partners, L.P., the Guarantors party thereto and Bank One, Texas,
National Association. (Form S-4 (Reg. No. 333-51713), Exh. 10.2)
12.1 Statement regarding computation of ratios
21.1* Subsidiaries of Market Hub Partners Storage, L.P. (Form S-4 (Reg.
No. 333-51713), Exh. 21.1)
24.1 Powers of Attorney.
27.1 Financial Data Schedule.
* Incorporated by reference.
(b) Reports on Form 8-K:
None.
41
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Market Hub Partners Storage, L.P. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized,
on April 13, 2000.
MARKET HUB PARTNERS STORAGE, L.P.
By: MARKET HUB PARTNERS STORAGE, LLC
/S/ ROBERT S. MCCLAIN
Robert S. McClain
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of Market
Hub Partners Storage, L.P., and in the capacities on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ WILLIAM A. LANG* President April 13, 2000
William A. Lang
/S/ ROBERT S. MCCLAIN Vice President and Chief Financial Officer April 13, 2000
Robert S. McClain (Principal Financial and Accounting
Officer)
/S/ DAVID J. NIGHTINGALE Vice President, Operations and acting April 13, 2000
David J. Nightingale Chief Operating Officer
/S/ DAVID A. LOE Vice President, Sales and Storage April 13, 2000
David A. Loe
/S/ JAMES K. ABCOUWER* Manager April 13, 2000
James K. Abcouwer
/S/ DONALD K. ELDERT* Manager April 13, 2000
Donald K. Eldert
/S/ JAMES M. CLARKE* Manager April 13, 2000
James M. Clarke
*By: /S/ ROBERT S. MCCLAIN
(pursuant to a power of
attorney filed herewith)
</TABLE>
<PAGE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE SECURITIES ACT OF 1933 BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE SECURITIES ACT OF 1933:
No annual report or proxy material as required to be submitted with this Form
10-K has been sent to the Company's security holders.
MARKET HUB PARTNERS STORAGE, L.P. EXHIBIT 12.1
Computation of Ratios of Earnings to Fixed Charges
(in thousands)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------
1995 1996 1997 1998 1999
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Fixed Charges as defined:
(1) Interest on long-term debt .............. $ 2,246 $ 2,934 $ 4,752 $ 8,951 $ 9,892
(2) One-third rent expense .................. 13 21 43 58 40
-------- -------- -------- -------- --------
(3) Total fixed charges ..................... $ 2,259 $ 2,955 $ 4,795 $ 9,009 $ 9,932
======== ======== ======== ======== ========
Earnings as defined:
(4) Earnings (loss) before extraordinary item $ 1,170 $ 6,010 $ 10,049 $ 13,019 $ 11,302
(5) Total fixed charges ..................... 2,259 2,955 4,795 9,009 9,932
-------- -------- -------- -------- --------
(6) Earnings (loss) before extraordinary
item and fixed charges ................ $ 3,429 $ 8,965 $ 14,844 $ 22,028 $ 21,234
======== ======== ======== ======== ========
Ratio of Earnings to Fixed Charges
(line 6 divided by line 3) ........................ 1.5 3.0 3.1 2.4 2.1
======== ======== ======== ======== ========
Coverage Deficiency .................................. $ -- $ -- $ -- $ -- $ --
-------- -------- -------- -------- --------
</TABLE>
EXHIBIT 24.1
POWER OF ATTORNEY
WHEREAS, Market Hub Partners Storage, L.L.C., a Delaware limited liability
company ("MHP Storage GP"), is the general partner of Market Hub Partners
Storage, L.P., a Delaware limited partnership ("MHP Storage"); and
WHEREAS, MHP Storage intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, an Annual Report
on Form 10-K for the year ended December 31, 1999 (the "Form 10-K"), with any
and all amendments thereto, in each case as may be necessary and appropriate,
together with any and all exhibits and other documents relating to such Form
10-K.
NOW, THEREFORE, the undersigned, in his capacity as a manager, director or
officer, or any combination thereof, as the case may be, of MHP Storage GP does
hereby appoint Robert S. McClain as his true and lawful attorney with power to
act with or without the other and with full power of substitution and
resubstitution, to execute in his name, place and stead in his capacity as a
manager, director or officer, or any combination thereof, as the case may be, of
MHP Storage GP, said Form 10K and all instruments necessary or incidental in
connection therewith, with such amendment or amendments thereto in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents relating thereto. Said attorney shall have full power and authority to
do and perform in the name and on behalf of the undersigned in any and all
capacities whatsoever necessary or desirable to be done in the premises as fully
and to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
6th day of April, 2000.
/s/ JAMES K. ABCOUWER
James K. Abcouwer
<PAGE>
POWER OF ATTORNEY
WHEREAS, Market Hub Partners Storage, L.L.C., a Delaware limited liability
company ("MHP Stoage GP"), is the general partner of Market Hub Partners
Storage, L.P., a Delaware limited partnership ("MHP Storage"); and
WHEREAS, MHP Storage intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, an Annual Report
on Form 10-K for the year ended December 31, 1999 (the "Form 10-K"), with any
and all amendedments thereto, in each case as may be necessary and appropriate,
together with any and all exhibits and other documents relating to such form
10-K.
NOW, THEREFORE, the undersigned, in his capacity as a manager, director or
officer or any combination thereof, as the case may be, of MHP Storage GP does
hereby appoint Robert S. McClain as his true and lawful attorney with power to
act with or without the other and with full power of substitution and
resubstitution, to execute in his name, place and stead in his capacity as a
manager, director or officer, or any combination thereof, as the case may be, of
MHP Storage GP, said Form 10-K and all instruments necessary or incidental in
connection therewith, with such amendment or amendments thereto in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents relating thereto. Said attorney shall have full power and authority to
do and perform in the name and on behalf of the undersigned in any and all
capacities whatsoever necessary or desirable to be done in the premises as fully
and to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
13th day of April, 2000.
/s/ DONALD K. ELDERT
Donald K. Eldert
<PAGE>
POWER OF ATTORNEY
WHEREAS, Market Hub Partners Storage, L.L.C., a Delaware limited liability
company ("MHP Storage GP"), is the general partner of Market Hub Partners
Storage, L.P., a Delaware limited partnership ("MHP Storage"); and
WHEREAS, MHP Storage intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, an Annual Report
on Form 10-K for the year ended December 31, 1999 (the "Form 10-K"), with any
and all amendments thereto, in each case as may be necessary and appropriate,
together with any and all exhibits and other documents relating to such Form
10-K.
NOW, THEREFORE, the undersigned, in his capacity as a manager, director or
officer, or any combination thereof, as the case may be, of MHP Storage GP does
hereby appoint Robert S. McClain as his true and lawful attorney with power to
act with or without the other and with full power of substitution and
resubstitution, to execute in his name, place and stead in his capacity as a
manager, director or officer, or any combination thereof, as the case may be, of
MHP Storage GP, said Form 10-K and all instruments necessary or incidental in
connection therewith, with such amendment or amendments thereto in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents relating thereto. Said attorney shall have full power and authority to
do and perform in the name and on behalf of the undersigned in any and all
capacities whatsoever necessary or desirable to be done in the premises as fully
and to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of said attorney.
IN WITHESS WHEREOF, the undersigned has executed this instrument on this
13th day of April, 2000.
/s/ JAMES M CLARKE
James M Clarke
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 14,029
<SECURITIES> 0
<RECEIVABLES> 13,802
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 28,003
<PP&E> 195,550
<DEPRECIATION> 22,584
<TOTAL-ASSETS> 204,837
<CURRENT-LIABILITIES> 4,922
<BONDS> 115,000
0
0
<COMMON> 0
<OTHER-SE> 84,915
<TOTAL-LIABILITY-AND-EQUITY> 204,837
<SALES> 0
<TOTAL-REVENUES> 33,555
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 14,323
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,930
<INCOME-PRETAX> 11,302
<INCOME-TAX> 0
<INCOME-CONTINUING> 11,302
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,302
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
