Table of
Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
x
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 2009
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OR
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o
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE
TRANSITION PERIOD FROM
TO
Commission
file number: 001-33018
Hiland Holdings GP, LP
(Exact name of
Registrant as specified in its charter)
DELAWARE
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76-0828238
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(State or other
jurisdiction of
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(I.R.S. Employer
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incorporation or
organization)
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Identification
No.)
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205
West Maple, Suite 1100
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Enid,
Oklahoma
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73701
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(Address of
principal executive offices)
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(Zip Code)
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(580)
242-6040
(Registrants
telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90
days.
x
Yes
o
No
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes
x
No
¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
o
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Accelerated
filer
x
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Non-accelerated
filer
o
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Smaller
reporting company
o
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(Do
not check if a smaller reporting company)
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|
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange
Act).
o
Yes
x
No
The number of the registrants outstanding equity units as of May 5,
2009 was 21,607,500 common units.
Table of
Contents
HILAND
HOLDINGS GP, LP
Consolidated Balance Sheets
(in
thousands, except unit amounts)
|
|
March 31,
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December 31,
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|
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2009
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|
2008
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(unaudited)
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ASSETS
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Current assets:
|
|
|
|
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Cash and cash equivalents
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$
|
4,091
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|
$
|
1,733
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|
Accounts receivable:
|
|
|
|
|
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Trade - net of allowance for doubtful accounts of
$304
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|
17,093
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23,864
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Affiliates
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2,579
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|
2,346
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|
|
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19,672
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|
26,210
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|
Fair value of derivative assets
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8,852
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|
6,851
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|
Other current assets
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1,829
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1,936
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|
Total current assets
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34,444
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36,730
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|
|
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|
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Property and equipment, net
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351,544
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349,159
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Intangibles, net
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39,241
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|
40,780
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|
Fair value of derivative assets
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|
5,869
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|
7,141
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Other assets, net
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1,599
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|
1,750
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|
|
|
|
|
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Total assets
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$
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432,697
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$
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435,560
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|
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LIABILITIES AND PARTNERSHIP EQUITY
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Current liabilities:
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Accounts payable
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$
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16,870
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$
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22,833
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Accounts payable-affiliates
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3,784
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7,823
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|
Fair value of derivative liabilities
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1,210
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|
1,439
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|
Accrued liabilities and other
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5,815
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|
3,168
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|
Total current liabilities
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27,679
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35,263
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|
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|
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Commitments and contingencies (Note 9)
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Long-term debt
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268,294
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256,466
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Asset retirement obligation
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2,512
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2,483
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|
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|
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Partners equity:
|
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|
|
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Common unitholders (21,607,500 units issued and
outstanding)
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7,361
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12,386
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Accumulated other comprehensive income
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5,807
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5,233
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Total limited partners equity
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13,168
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17,619
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Noncontrolling partners interest in Hiland Partners
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121,044
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123,729
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Total partners equity
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134,212
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141,348
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|
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|
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Total liabilities and partners equity
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$
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432,697
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$
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435,560
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The accompanying
notes are an integral part of these consolidated financial statements.
3
Table of
Contents
HILAND
HOLDINGS GP, LP
Consolidated Statements of Operations
For
the Three Months Ended (Unaudited)
(in
thousands, except per unit amounts)
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March 31,
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March 31,
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2009
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2008
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Revenues:
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Midstream operations
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Third parties
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$
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50,111
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$
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89,253
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Affiliates
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1,032
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|
1,021
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Compression services, affiliate
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1,205
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1,205
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Total revenues
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52,348
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91,479
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|
|
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|
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Operating costs and expenses:
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|
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Midstream purchases (exclusive of items shown separately below)
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17,771
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42,451
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Midstream purchases -affiliate (exclusive of items
shown separately below)
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13,445
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26,167
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Operations and maintenance
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7,695
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|
6,769
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|
Depreciation, amortization and accretion
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10,258
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9,216
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Property impairments
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950
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General and administrative
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3,827
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|
2,684
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|
Total operating costs and expenses
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53,946
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87,287
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|
Operating (loss) income
|
|
(1,598
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)
|
4,192
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|
Other income (expense):
|
|
|
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Interest and other income
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13
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|
104
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|
Amortization of deferred loan costs
|
|
(171
|
)
|
(156
|
)
|
Interest expense
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|
(2,357
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)
|
(3,506
|
)
|
Other income (expense), net
|
|
(2,515
|
)
|
(3,558
|
)
|
Net (loss) income
|
|
(4,113
|
)
|
634
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|
Less: Noncontrolling partners interest in (loss) income of Hiland Partners
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|
(1,214
|
)
|
(206
|
)
|
Limited partners interest in net (loss) income
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|
$
|
(2,899
|
)
|
$
|
840
|
|
|
|
|
|
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|
Net (loss) income per limited partners unit -
basic
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$
|
(0.13
|
)
|
$
|
0.04
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|
Net (loss) income per limited partners unit -
diluted
|
|
$
|
(0.13
|
)
|
$
|
0.04
|
|
Weighted average limited partners units
outstanding - basic
|
|
21,608
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|
21,603
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|
Weighted average limited partners units
outstanding - diluted
|
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21,608
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|
21,609
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|
The accompanying
notes are an integral part of these consolidated financial statements.
4
Table of
Contents
HILAND HOLDINGS GP, LP
Consolidated
Statements of Comprehensive Income
For the Three Months Ended (Unaudited)
(in thousands)
|
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March 31,
|
|
March 31,
|
|
|
|
2009
|
|
2008
|
|
Net (loss) income
|
|
$
|
(4,113
|
)
|
$
|
634
|
|
Closed derivative transactions reclassified to
income
|
|
(1,708
|
)
|
2,055
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|
Change in fair value of derivatives
|
|
2,282
|
|
(2,516
|
)
|
Comprehensive (loss) income
|
|
$
|
(3,539
|
)
|
$
|
173
|
|
Less: Comprehensive loss attributable to noncontrolling
interest in Hiland Partners
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|
(981
|
)
|
(400
|
)
|
Comprehensive (loss) income attributable to limited
partners
|
|
$
|
(2,558
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)
|
$
|
573
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|
The accompanying
notes are an integral part of these consolidated financial statements.
5
Table of
Contents
HILAND
HOLDINGS GP, LP
Consolidated Statements of Cash Flows
For
the Three Months Ended (Unaudited)
(in
thousands)
|
|
March 31,
|
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March 31,
|
|
|
|
2009
|
|
2008
|
|
Cash flows from operating activities:
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(4,113
|
)
|
$
|
634
|
|
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
|
|
|
|
|
|
Depreciation and amortization
|
|
10,219
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|
9,184
|
|
Accretion of asset retirement obligation
|
|
39
|
|
32
|
|
Property impairments
|
|
950
|
|
|
|
Amortization of deferred loan cost
|
|
171
|
|
156
|
|
Loss (gain) on derivative transactions
|
|
(384
|
)
|
401
|
|
Unit based compensation
|
|
356
|
|
409
|
|
Increase in other assets
|
|
(11
|
)
|
(91
|
)
|
(Increase) decrease in current assets:
|
|
|
|
|
|
Accounts receivable - trade
|
|
6,770
|
|
(5,569
|
)
|
Accounts receivable - affiliates
|
|
(233
|
)
|
80
|
|
Other current assets
|
|
107
|
|
(1,310
|
)
|
Increase (decrease) in current liabilities:
|
|
|
|
|
|
Accounts payable
|
|
(2,307
|
)
|
3,665
|
|
Accounts payable - affiliates
|
|
(4,038
|
)
|
2,681
|
|
Accrued liabilities and other
|
|
2,641
|
|
473
|
|
Net cash provided by operating activities
|
|
10,167
|
|
10,745
|
|
Cash flows from investing activities:
|
|
|
|
|
|
Purchases of property and equipment
|
|
(15,683
|
)
|
(10,403
|
)
|
Proceeds from disposals of property and equipment
|
|
|
|
6
|
|
Net cash used in investing activities
|
|
(15,683
|
)
|
(10,397
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
Proceeds from long-term borrowings
|
|
12,000
|
|
9,000
|
|
Increase in deferred offering cost
|
|
|
|
(7
|
)
|
Debt issuance costs
|
|
(9
|
)
|
(317
|
)
|
Proceeds from Hiland Partners, LP unit options
exercise
|
|
1
|
|
611
|
|
Distributions held in trust refunded to Hiland
Partners on forfeited unvested restricted common units
|
|
12
|
|
|
|
Payments on capital lease obligations
|
|
(165
|
)
|
(107
|
)
|
Cash distributions to noncontrolling partners of
Hiland Partners, LP
|
|
(1,803
|
)
|
(3,134
|
)
|
Cash distributions to unitholders
|
|
(2,162
|
)
|
(5,513
|
)
|
Net cash provided by financing activities
|
|
7,874
|
|
533
|
|
|
|
|
|
|
|
Increase for the period
|
|
2,358
|
|
881
|
|
Beginning of period
|
|
1,733
|
|
10,602
|
|
End of period
|
|
$
|
4,091
|
|
$
|
11,483
|
|
Supplementary information
|
|
|
|
|
|
Cash paid for interest, net of amounts capitalized
|
|
$
|
2,460
|
|
$
|
3,226
|
|
The accompanying
notes are an integral part of these consolidated financial statements
6
Table of
Contents
HILAND HOLDINGS GP, LP
Consolidated
Statement of Changes in Partners Equity
For the Three Months Ended March 31, 2009
(Unaudited)
(in thousands)
|
|
|
|
|
|
Noncontrolling
|
|
|
|
|
|
|
|
Accumulated
|
|
Partners
|
|
|
|
|
|
|
|
Other
|
|
Interest in
|
|
|
|
|
|
Common
|
|
Comprehensive
|
|
Hiland
|
|
|
|
|
|
Unitholders
|
|
Income
|
|
Partners
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 1, 2009
|
|
$
|
12,386
|
|
$
|
5,233
|
|
$
|
123,729
|
|
$
|
141,348
|
|
Periodic cash distributions
|
|
(2,162
|
)
|
|
|
(1,803
|
)
|
(3,965
|
)
|
Unit based compensation
|
|
36
|
|
|
|
320
|
|
356
|
|
Distributions held in trust refunded to Hiland Partners
on 2,750 forfeited unvested restricted common units
|
|
|
|
|
|
12
|
|
12
|
|
Other comprehensive income reclassified to income on
closed derivative transactions
|
|
|
|
(1,708
|
)
|
|
|
(1,708
|
)
|
Change in fair value of derivatives
|
|
|
|
2,282
|
|
|
|
2,282
|
|
Net loss
|
|
(2,899
|
)
|
|
|
(1,214
|
)
|
(4,113
|
)
|
Balance March 31, 2009
|
|
$
|
7,361
|
|
$
|
5,807
|
|
$
|
121,044
|
|
$
|
134,212
|
|
The accompanying notes are an integral part of this consolidated
financial statement.
7
Table of
Contents
HILAND
HOLDINGS GP, LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)
THREE
MONTHS ENDED MARCH 31, 2009 and 2008
(in
thousands, except unit information or unless otherwise noted)
Note 1: Organization, Basis of Presentation
and Principles of Consolidation
Unless the context requires otherwise, references to we, us, our,
Hiland Holdings or the Partnership are intended to mean the consolidated
business and operations of Hiland Holdings GP, LP. References to Hiland
Partners are intended to mean the consolidated business and operations of
Hiland Partners, LP and its subsidiaries.
Hiland Holdings GP, LP, a Delaware limited partnership, was formed in May 2006
to own Hiland Partners GP, LLC, the general partner of Hiland Partners, LP, and
certain other common and subordinated units in Hiland Partners. Hiland Partners
GP, LLC was formed in October 2004 to hold the 2% general partner
ownership interest in Hiland Partners and serve as its general partner. Hiland
Partners GP, LLC manages the operations of Hiland Partners. In connection with
the closing of our initial public offering, all of the membership interests in
Hiland Partners GP, LLC were contributed to us. Hiland Partners GP, LLC
constitutes our predecessor.
Our general partner, Hiland Partners GP Holdings, LLC manages our
operations and activities, including, among other things, paying our expenses
and establishing the quarterly cash distribution levels for our common units
and reserves that our general partner determines, in good faith, are necessary
or appropriate to provide for the conduct of our business, to comply with
applicable law, any of our debt instruments or other agreements or to provide
for future distributions to our unitholders for any one or more of the upcoming
four quarters.
Hiland Partners, a Delaware limited partnership, was formed in October 2004
to acquire and operate certain midstream natural gas plants, gathering systems
and compression and water injection assets located in the states of Oklahoma,
North Dakota, Wyoming, Texas and Mississippi that were previously owned by
Continental Gas, Inc. (CGI) and Hiland Partners, LLC. Hiland
Partners commenced operations on February 15, 2005, and concurrently with
the completion of its initial public offering, CGI contributed a substantial
portion of its net assets to Hiland Partners. The transfer of ownership of net
assets from CGI to Hiland Partners represented a reorganization of entities
under common control and was recorded at historical cost. CGI was formed in
1990 as a wholly owned subsidiary of Continental Resources, Inc. (CLR).
CGI operated in one segment, midstream, which involved the purchasing,
gathering, compressing, dehydrating, treating, processing and marketing of
natural gas and fractionating and marketing of natural gas liquids, or NGLs.
CGI historically has owned all of Hiland Partners natural gas gathering,
processing, treating and fractionation assets other than the Worland, Bakken, Kinta Area and Woodford Shale
gathering systems. Hiland Partners, LLC historically owned the Worland
gathering system and compression services assets, which Hiland Partners
acquired on February 15, 2005, and the Bakken gathering system. Since its
initial public offering, Hiland Partners has operated in midstream and
compression services segments. On September 26, 2005, Hiland Partners
acquired Hiland Partners, LLC, which at such time owned the Bakken gathering
system, consisting of certain southeastern Montana gathering assets, for
$92.7 million, $35.0 million of which was used to retire outstanding
Hiland Partners, LLC indebtedness. On May 1, 2006, Hiland Partners
acquired the Kinta Area gathering assets from Enogex Gas Gathering, L.L.C.,
consisting of certain eastern Oklahoma gas gathering assets, for $96.4
million. Hiland Partners financed this
acquisition with $61.2 million of borrowings from its credit facility and $35.0
million of proceeds from the issuance to Hiland Partners GP, LLC, its general
partner, of 761,714 common units and 15,545 general partner equivalent units,
both at $45.03 per unit. Hiland Partners began construction of the Woodford
Shale gathering system in the first quarter of 2007 and commenced initial
start-up of its operations in April 2007. As of March 31, 2009,
Hiland Partners has invested approximately $40.2 million in the Woodford Shale
gathering system. Hiland Partners began
construction of the North Dakota Bakken gathering system in the fourth quarter
of 2008 and commenced initial start-up of its operations in April 2009. As
of March 31, 2009, Hiland Partners has invested approximately $18.9
million in the North Dakota Bakken gathering system.
The unaudited financial statements for the three months ended March 31,
2009 and 2008 included herein have been prepared pursuant to the rules and
regulations of the United States Securities and Exchange Commission (the SEC).
The interim financial statements reflect all adjustments, which in the opinion of
our management, are necessary for a fair presentation of our results for the
interim periods. Such adjustments are considered to be of a normal recurring
nature. Results of operations for the three months ended March 31, 2009
are not necessarily indicative of the results of operations that will be
realized for the year ending December 31, 2009. The accompanying consolidated financial
statements and notes thereto should be read in conjunction with the
consolidated financial statements and notes thereto included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2008.
8
Table
of Contents
Principles
of Consolidation
Because we own the general partner of Hiland Partners, the consolidated
financial statements include our accounts, the accounts of Hiland Partners GP,
LLC and the accounts of Hiland Partners and its subsidiaries. All significant
intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual results could differ
from those estimates.
Concentration and Credit Risk
Financial instruments that potentially subject
us to concentrations of credit risk consist principally of cash and cash
equivalents and receivables. Hiland
Partners places cash and cash equivalents with high-quality institutions and in
money market funds. Hiland Partners derives its revenue from customers primarily
in the oil and gas and utility industries. These industry concentrations have
the potential to impact Hiland Partners overall exposure to credit risk,
either positively or negatively, in that its customers could be affected by
similar changes in economic, industry or other conditions. However, we believe
that the credit risk posed by this industry concentration is offset by the
creditworthiness of Hiland Partners customer base. Hiland Partners portfolio
of accounts receivable is comprised primarily of mid-size to large domestic
corporate entities. The counterparties
to Hiland Partners commodity based derivative instruments as of March 31,
2009 were BP Energy Company and Bank of Oklahoma, N.A. The counterparty to Hiland Partners interest
rate swap as of March 31, 2009 is Wells Fargo Bank, N.A.
Fair Value of Financial
Instruments
Our financial instruments, which require fair value disclosure, consist
primarily of cash and cash equivalents, accounts receivable, financial
derivatives, accounts payable and long-term debt. The carrying value of cash
and cash equivalents, accounts receivable and accounts payable are considered
to be representative of their respective fair values, due to the short maturity
of these instruments. Derivative instruments are reported in the accompanying
consolidated financial statements at fair value in accordance with Statement of
Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities, as amended (SFAS 133). Fair
value of our derivative instruments is determined based on management estimates
through utilization of market data including forecasted forward natural gas and
NGL prices as a function of forward New York Mercantile Exchange (NYMEX)
natural gas and light crude prices and forecasted forward interest rates as a
function of forward London Interbank Offered Rate (LIBOR) interest rates. The
fair value of long-term debt approximates its carrying value due to the
variable interest rate feature of such debt.
Interest Rate Risk Management
Hiland Partners is exposed to interest rate risk on its variable rate
bank credit facility. Hiland Partners manages a portion of the interest rate
exposure by utilizing an interest rate swap to convert a portion of variable
rate debt into fixed rate debt. The swap fixes the one month LIBOR rate at the
indicated rates for a specified amount of related debt outstanding over the
term of the swap agreement. Hiland Partners has elected to designate the
interest rate swap as a cash flow hedge for SFAS 133 accounting treatment.
Accordingly, unrealized gains and losses relating to the interest rate swap are
recorded in accumulated other comprehensive income until the related interest
rate expense is recognized in earnings. Any ineffective portion of the gain or
loss is recognized in earnings immediately.
Commodity Risk Management
Hiland Partners engages in price risk management activities in order to
minimize the risk from market fluctuation in the prices of natural gas and
NGLs. To qualify as an accounting hedge, the price movements in the commodity
derivatives must be highly correlated with the underlying hedged commodity.
Gains and losses related to commodity derivatives that qualify as accounting
hedges are recognized in income when the underlying hedged physical transaction
closes and are included in the consolidated statement of operations as revenues
from midstream operations. Gains and losses related to commodity derivatives
that are not designated as accounting hedges or do not qualify as accounting
hedges are recognized in income immediately and are included in revenues from
midstream operations in the consolidated statement of operations.
SFAS 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. SFAS 133 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. However, if a
derivative does qualify for hedge accounting, depending on the nature of the
hedge, changes in fair value can be offset against the change in fair value of
the
9
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hedged item
through earnings or recognized in other comprehensive income until such time as
the hedged item is recognized in earnings. To qualify for cash flow hedge
accounting, the cash flows from the hedging instrument must be highly effective
in offsetting changes in cash flows due to changes in the underlying item being
hedged. In addition, all hedging relationships must be designated, documented
and reassessed periodically. SFAS 133 also provides that normal purchases and
normal sales contracts are not subject to the statement. Normal purchases and
normal sales are contracts that provide for the purchase or sale of something
other than a financial instrument or derivative instrument that will be
delivered in quantities expected to be used or sold by the reporting entity
over a reasonable period in the normal course of business.
Currently, Hiland Partners derivative financial instruments that
qualify for hedge accounting are designated as cash flow hedges. The cash flow
hedge instruments hedge the exposure of variability in expected future cash
flows that is attributable to a particular risk. The effective portion of the
gain or loss on these derivative instruments is recorded in accumulated other
comprehensive income in partners equity and reclassified into earnings in the
same period in which the hedged transaction closes. The assets or liabilities
related to the derivative instruments are recorded on the balance sheet as fair
value of derivative assets or liabilities. Any ineffective portion of the gain
or loss is recognized in earnings immediately.
Long Lived Assets
In accordance with SFAS No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets, Hiland Partners evaluates
its long-lived assets of identifiable business activities for impairment when
events or changes in circumstances indicate, in managements judgment, that the
carrying value of such assets may not be recoverable. The determination of
whether impairment has occurred is based on managements estimate of
undiscounted future cash flows attributable to the assets as compared to the
carrying value of the assets. If impairment has occurred, the amount of the
impairment recognized is determined by estimating the fair value of the assets
and recording a provision for loss if the carrying value is greater than the
fair value. For assets identified to be disposed of in the future, the carrying
value of these assets is compared to the estimated fair value less the cost to
sell to determine if impairment is required. Until the assets are disposed of,
an estimate of the fair value is re-determined when related events or
circumstances change.
When determining whether impairment of one of
Hiland Partners long-lived assets has occurred, Hiland Partners must estimate
the undiscounted future cash flows attributable to the asset or asset group.
The estimate of cash flows is based on assumptions regarding the volume of
reserves providing asset cash flow and future NGL product and natural gas
prices. The amount of reserves and drilling activities are dependent in part on
crude oil and natural gas prices. Projections of reserves and future commodity
prices are inherently subjective and contingent upon a number of variable
factors, including, but not limited to:
·
changes in general economic
conditions in regions in which the Partnerships assets are located;
·
the availability and prices
of NGLs and NGL products and competing commodities;
·
the availability and prices
of raw natural gas supply;
·
our ability to negotiate
favorable marketing agreements;
·
the risks that third party
oil and gas exploration and production activities will not occur or be
successful;
·
our dependence on certain
significant customers and producers of natural gas; and
·
competition from other
midstream service providers and processors, including major energy companies.
Any significant variance in any of the above
assumptions or factors could materially affect our cash flows, which could
require us to record an impairment of an asset.
In March 2009, as a result of volumes declines at natural gas
gathering systems located in Texas and Mississippi, combined with significantly
reduced natural gas prices, Hiland Partners recognized impairment charges of
$950. No impairment charges were recognized
during the comparable period in 2008.
Net Income (Loss) per Limited
Partners Unit
Net income (loss) per limited partners unit is computed based on the
weighted-average number of common units outstanding during the period. The
computation of diluted net income (loss) per limited partner unit further
assumes the dilutive effect of restricted units. Net income (loss) per limited
partners unit is computed by dividing net income (loss) applicable to limited
partners by both the basic and diluted weighted-average number of limited
partnership units outstanding.
Noncontrolling Partners Interest
in Hiland Partners
The noncontrolling partners interest in Hiland Partners presented in
partners equity on our consolidated balance sheets as of March 31, 2009
and December 31, 2008 reflects the outside ownership interest of Hiland
Partners. This noncontrolling partners interest in Hiland Partners presented
as Minority interests in the mezzanine section of the balance sheet at December 31,
2008 has been reclassified to the partners equity section on the consolidated
balance sheet in accordance with SFAS No. 160, Noncontrolling
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Interests in
Consolidated Financial Statements an amendment of ARB No. 51 (SFAS 160).
The noncontrolling partners interest in income (loss) of Hiland Partners is
calculated by multiplying the noncontrolling partners proportionate ownership
of limited partner units in Hiland Partners by the limited partners allocation
of Hiland Partners net income (loss). Hiland Partners net income (loss) is
allocated to its limited partners and its general partner based on the
proportionate share of the cash distributions declared for the period, with
adjustments made for incentive distributions specifically allocated to its
general partner. All amounts we have received from Hiland Partners issuance
and sale of limited partner units have been recorded as increases to the
noncontrolling partners interest in Hiland Partners in the partners equity
section on the consolidated balance sheet.
Contributions to Subsidiary
The Partnership directly and indirectly owns all of the equity
interests in Hiland Partners GP, LLC, the general partner of Hiland Partners.
Hiland Partners GP, LLC is required to make contributions to Hiland Partners
each time Hiland Partners issues common units in order to maintain its 2%
general partner ownership in Hiland Partners. Hiland Holdings was required to
contribute $1 and $12 for the three months ended March 31, 2009 and 2008,
respectively.
Recent Accounting Pronouncements
On April 1, 2009, the Financial Accounting Standards Board (FASB)
issued Staff Position No. FAS 141(R)-1, Accounting for Assets Acquired
and Liabilities Assumed in a Business Combination That Arise from Contingencies
(FSP141(R)-1). FSP 141(R)-1 amends and
clarifies SFAS 141, revised 2007, Business Combinations to address
application issues on initial and subsequent recognition, measurement,
accounting and disclosure of assets and liabilities arising from contingencies
in a business combination. FSP 141(R)-1
is effective for assets and liabilities arising from contingencies in business
combinations for which the acquisition date is on or after the first annual
reporting period beginning on or after December 15, 2008. FSP 141(R)-1 was
adopted effective January 1, 2009 and did not have a material impact on
our financial statements and disclosures therein.
On April 25, 2008, the FASB issued Staff Position No. FAS
142-3, Determination of the Useful
Life of Intangible Assets (FSP 142-3). FSP 142-3 amends the factors that an entity
should consider in developing renewal or extension assumptions used in
determining the useful life of recognized intangible assets under FASB
Statement No. 142 (SFAS 142), Goodwill
and Other Intangible Assets. In determining the useful life of an
acquired intangible asset, FSP 142-3 removes the requirement from SFAS 142 for
an entity to consider whether renewal of the intangible asset requires
significant costs or material modifications to the related arrangement. FSP
142-3 also replaces the previous useful life assessment criteria with a
requirement that an entity considers its own experience in renewing similar
arrangements. If the entity has no relevant experience, it would consider
market participant assumptions regarding renewal. FSP 142-3 was adopted
effective January 1, 2009 and will apply to future business combinations.
On March 19, 2008, the FASB issued SFAS No. 161, Disclosures
about Derivative Instruments and Hedging Activities, an amendment of SFAS 133
(SFAS 161). SFAS 161 is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entitys derivative
instruments and hedging activities and their effects on the entitys financial
position, financial performance, and cash flows. SFAS 161 is effective
prospectively for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application
encouraged. SFAS 161 encourages, but does not require, comparative disclosures
for periods prior to its initial adoption. SFAS 161 amended the qualitative and
quantitative disclosure requirements for derivative instruments and hedging
activities set forth in SFAS 133 and generally increased the level of
aggregation/disaggregation required in an entitys financial statements. SFAS
161 was adopted effective January 1, 2009 and did not have a material
impact on our financial statements and disclosures therein.
On March 12, 2008, the Emerging Issues Task Force (EITF) reached
consensus opinion on EITF Issue 07-4, Application of the two-class method
under FASB Statement No. 128, Earnings per Share, to Master Limited
Partnerships (EITF 07-4), which the FASB ratified at its March 26, 2008
meeting. EITF 07-4 requires the
calculation of a Master Limited Partnerships (MLPs) net earnings per limited
partner unit for each period presented according to distributions declared and
participation rights in undistributed earnings as if all of the earnings for
that period had been distributed. In periods with undistributed earnings above
specified levels, the calculation per the two-class method results in an
increased allocation of such undistributed earnings to the general partner and
a dilution of earnings to the limited partners.
EITF 07-4 is effective for fiscal years beginning after December 15,
2008, and is to be applied retrospectively to all periods presented. EITF 07-4 was adopted effective January 1,
2009 and did not have a significant impact on our financial statements and
disclosures therein.
In December 2007, the FASB issued SFAS No. 141(R), Business
Combinations (SFAS 141(R)). SFAS 141(R) amends and replaces SFAS 141,
but retains the fundamental requirements in SFAS 141 that the purchase method
of accounting be used for all business combinations and an acquirer be
identified for each business combination. SFAS 141(R) provides for how the
acquirer recognizes and measures the identifiable assets acquired, liabilities
assumed and any noncontrolling interest in the acquiree. SFAS 141(R) provides
for how the acquirer recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase. SFAS 141(R) also
determines what information to disclose to enable users to be able to evaluate
the nature
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and financial
effects of the business combination. The provisions of SFAS 141(R) apply
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after December 15,
2008. SFAS 141(R) was adopted effective January 1, 2009 and will
apply to future business combinations.
In February 2007, the FASB
issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159). SFAS 159 expands opportunities to use fair
value measurement in financial reporting and permits entities to choose to
measure many financial instruments and certain other items at fair value. SFAS
159 is effective for fiscal years beginning after November 15, 2007. SFAS
159 was adopted effective January 1, 2008, at which time no financial
assets or liabilities, not previously required to be recorded at fair value by
other authoritative literature, were designated to be recorded at fair
value. As such, the adoption of SFAS 159
did not have any impact on our financial position, results of operations or
cash flows.
In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements (SFAS 157). SFAS 157
defines fair value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants
at the measurement date, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP) such as fair value hierarchy
used to classify the source of information used in fair value measurements
(i.e., market based or non-market based) and expands disclosure about fair
value measurements based on their level in the hierarchy. SFAS 157 applies to derivatives and other
financial instruments, which SFAS 133 requires be measured at fair value at
initial recognition and for all subsequent periods. SFAS 157 establishes a fair
value hierarchy which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value.
SFAS 157s hierarchy defines three levels of inputs that may be used to measure
fair value. Level 1 refers to assets that have observable market prices, level
2 assets do not have an observable price but do have inputs that are based on
such prices in which components have observable data points and level 3 refers
to assets in which one or more of the inputs do not have observable prices and
calibrated model parameters, valuation techniques or managements assumptions
are used to derive the fair value. SFAS 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007 and
interim periods within those fiscal years. We elected to implement SFAS 157
prospectively in the first quarter of 2008 with the one-year deferral permitted
by FASB Staff Position (FSP) 157-2 for nonfinancial assets and
nonfinancial liabilities measured at fair value, except those that are
recognized or disclosed on a recurring basis (at least annually). The deferral
applies to nonfinancial assets and liabilities measured at fair value in a
business combination; impaired properties, plants and equipment; intangible
assets and goodwill; and initial recognition of asset retirement obligations
and restructuring costs for which we use fair value. SFAS 157 was adopted
effective January 1, 2009 and did not have a material impact on our
financial statements. See Note 6 Fair
Value Measurements.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements an amendment of ARB No. 51
(SFAS 160). SFAS 160 establishes accounting and reporting standards that
require the ownership interests in subsidiaries held by parties other than the
parent (minority interest) be clearly identified, labeled and presented in the
consolidated balance sheet within equity, but separate from the parents
equity. SFAS 160 requires the equity amount of consolidated net income
attributable to the parent and to the noncontrolling interest be clearly
identified and presented on the face of the consolidated income statement and
that changes in a parents ownership interest while the parent retains its
controlling financial interest in its subsidiary be accounted for consistently
and similarly as equity transactions. Consolidated net income and comprehensive
income are now determined without deducting minority interest; however,
earnings-per-share information continues to be calculated on the basis of the
net income attributable to the parents shareholders. Additionally, SFAS 160 establishes a single
method for accounting for changes in a parents ownership interest in a
subsidiary that does not result in deconsolidation and that the parent
recognize a gain or loss in net income when a subsidiary is
deconsolidated. SFAS 160 is effective
for fiscal years beginning on or after December 15, 2008. SFAS 160 was
adopted effective January 1, 2009 and did not have a material impact on
our financial position, results of operations or cash flows.
Certain adjustments have been made to prior period information to
conform to current period presentation related to our adoption of SFAS 160,
which establishes new accounting and reporting standards for the noncontrolling
partners interest in Hiland Partners. Specifically, SFAS 160 requires
the recognition of a noncontrolling interest (minority interests) as equity in
the consolidated financial statements and separate from our limited partners
equity. The amount of net income attributable to the noncontrolling
interest will now be included in consolidated net income on the face of the
statement of operations. SFAS 160 also includes expanded disclosure
requirements regarding our limited partners interest and the noncontrolling
partners interest. The adoption of SFAS 160 on January 1, 2009 did
not have a significant impact on our financial position, results of operations
or cash flows. However, it did result in certain changes to our financial
statement presentation, including the change in classification of
noncontrolling interest (minority interests) from liabilities to equity on the
consolidated balance sheet.
Upon adoption of SFAS 160 effective January 1, 2009, we
reclassified $125,851 from minority interests liabilities to noncontrolling
partners interest in Hiland Partners, of which $123,729 is a separate
component of equity and $2,122 is an increase to accumulated other
comprehensive income, also a component of equity, in our consolidated balance
sheet as of December 31, 2008. In addition, we reclassified $209 of
minority interest in loss of Hiland Partners to net loss attributable to
noncontrolling partners interest
12
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in loss of Hiland
Partners in our consolidated statement of operations for the three months ended
March 31, 2008. Net income per limited partner unit has not been
affected as a result of the adoption of SFAS 160.
Note 2: Recent
Events
On April 20, 2009, the conflicts committee of the
board of directors of the general partner of each of the Partnership and Hiland
Partners received a letter from Harold Hamm amending his January 15, 2009
proposal to acquire all of the outstanding common units of each of the
Partnership and Hiland Partners that are not owned by Mr. Hamm, his
affiliates or Hamm family trusts. Under
the revised terms proposed by Mr. Hamm, the Partnership unitholders would
receive $2.40 in cash per common unit, reduced from $3.20 in cash per common
unit under the January 15, 2009 proposal.
Hiland Partners unitholders would receive $7.75 in cash per common unit,
reduced from $9.50 in cash per common unit under the January 15, 2009
proposal. Other than the reduced merger
consideration, Mr. Hamm has not modified the original proposals.
Consummation of each transaction is conditioned upon the consummation of the
other and subject to the approval of a majority of the public unitholders of
each of the Partnership and Hiland Partners.
The proposals contemplate a merger of each of the Partnership and Hiland
Partners with a separate new acquisition vehicle to be formed by Mr. Hamm
and the Hamm family trusts. Mr. Hamm
is the Chairman of the board of directors of the general partner of each of the
Partnership and Hiland Partners. Mr. Hamm,
either individually or together with his affiliates or the Hamm family trusts,
beneficially owns 100% of Hiland Partners GP Holdings, LLC, the general partner
of the Partnership, and approximately 61% of the outstanding common units of
the Partnership. The Partnership owns
100% of Hiland Partners outstanding subordinated units and approximately 37%
of Hiland Partners outstanding common units.
The conflicts committee of the board of directors of the general
partner of each of the Partnership and Hiland Partners is considering the
proposals and any potential alternative available to each of the Partnership
and Hiland Partners. In reviewing the
proposals and potential available alternatives, each conflicts committee has
retained its own financial advisers and legal counsel to assist in its work.
Each conflicts committee of the boards of directors is reviewing its respective
proposal and no decisions have been made by either conflicts committee of
either board of directors with respect to the response of either us or Hiland
Partners to the proposals. There can be
no assurance that any agreement will be executed or that any transaction will
be approved or consummated.
Two unitholder
class action lawsuits were recently filed in the Court of Chancery of the State
of Delaware challenging the proposal made by Mr. Hamm to acquire all of
the outstanding common units of each of the Partnership and Hiland Partners
that are not owned by Mr. Hamm, his affiliates or Hamm family trusts.
On May 1, 2009, a unitholder of the Partnership and Hiland
Partners filed a complaint alleging claims on behalf of (i) a purported
class of common unitholders of the Partnership and (ii) a purported class
of common unitholders of Hiland Partners against the Partnership, Hiland
Partners, the general partner of each of the Partnership and Hiland Partners,
and the members of the board of directors of each of the Partnership and Hiland
Partners. The complaint alleges, among other things, that the original
consideration and revised consideration offered by Mr. Hamm is unfair and
inadequate, that the board of directors of the general partner of each of the
Partnership and Hiland Partners cannot be expected to act independently, and
that Mr. Hamm and the management of the Partnership and Hiland Partners
have manipulated their public statements to depress the price of the common
units of the Partnership and Hiland Partners. The plaintiffs seek to enjoin the
Partnership, Hiland Partners, and their respective board members from
proceeding with any transaction that may arise from Mr. Hamms going
private proposal, along with compensatory damages.
On February 26, 2009, a unitholder of the Partnership and Hiland
Partners filed a complaint alleging claims on behalf of a purported class of
common unitholders of the Partnership and Hiland Partners against the
Partnership, Hiland Partners, the general partner of each of the Partnership
and Hiland Partners, and certain members of the board of directors of each of
the Partnership and Hiland Partners. The
complaint alleges, among other things, that the consideration offered is unfair
and grossly inadequate, that the conflicts committee of the board of directors
of the general partner of each of the Partnership and Hiland Partners cannot be
expected to act independently, and that the management of the Partnership and
Hiland Partners has manipulated its public statements to depress the price of
the common units of the Partnership and Hiland Partners.
The plaintiffs in each lawsuit seek to enjoin the Partnership, Hiland
Partners, and their respective board members from proceeding with any
transaction that may arise from Mr. Hamms going private proposal, along
with compensatory damages. We cannot
predict the outcome of these lawsuits, or others, nor can we predict the amount
of time and expense that will be required to resolve the lawsuits.
Note 3: Property
and Equipment and Asset Retirement Obligations
Property and equipment consisted of the following for
the periods indicated:
13
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|
|
As of
|
|
As of
|
|
|
|
March 31,
|
|
December 31,
|
|
|
|
2009
|
|
2008
|
|
Land
|
|
$
|
295
|
|
$
|
295
|
|
Construction in progress
|
|
21,563
|
|
15,583
|
|
Midstream pipeline, plants and compressors
|
|
416,205
|
|
410,330
|
|
Compression and water injection equipment
|
|
19,418
|
|
19,391
|
|
Other
|
|
4,754
|
|
4,621
|
|
|
|
462,235
|
|
450,220
|
|
Less: accumulated depreciation and amortization
|
|
110,691
|
|
101,061
|
|
|
|
$
|
351,544
|
|
$
|
349,159
|
|
During the three months ended March 31, 2009 and 2008, we
capitalized interest of $62 and $131, respectively. Hiland Partners recognized
$950 of property impairment charges related to natural gas gathering systems in
Texas and Mississippi during the three months ended March 31, 2009. Hiland
Partners incurred no impairment charges during the three months ended March 31,
2008.
In accordance with SFAS No. 143, Accounting for Asset Retirement
Obligations (SFAS 143), we have recorded the fair value of liabilities for
asset retirement obligations in the periods in which they are incurred and
corresponding increases in the carrying amounts of the related long-lived
assets. The asset retirement costs are subsequently allocated to expense using
a systematic and rational method and the liabilities are accreted to measure
the change in liability due to the passage of time. The provisions of SFAS 143
primarily apply to dismantlement and site restoration of certain of Hiland
Partners plants and pipelines. We have evaluated its asset retirement
obligations as of March 31, 2009 and have determined that revisions in the
carrying values are not necessary at this time.
The following table summarizes our activity related to asset retirement
obligations for the indicated period:
Asset retirement obligation, January 1, 2009
|
|
$
|
2,483
|
|
Less: obligation extinguished
|
|
(10
|
)
|
Add: accretion expense
|
|
39
|
|
Asset retirement obligation, March 31, 2009
|
|
$
|
2,512
|
|
Note 4: Intangible Assets
Intangible assets consist of the acquired value of customer
relationships, existing contracts to purchase, gather and sell natural gas and
other NGLs and compression contracts, which do not have significant residual
value. The customer relationships and the contracts are being amortized over
their estimated lives of ten years. We review intangible assets for impairment
whenever events or circumstances indicate that the carrying amounts may not be
recoverable. If such a review should indicate that the carrying amount of
intangible assets is not recoverable, we reduce the carrying amount of such
assets to fair value based on the discounted probable cash flows of the
intangible assets. No impairments of intangible assets were recorded during the
three months ended March 31, 2009 or 2008.
Intangible assets consisted of the following for the periods indicated:
|
|
As of
|
|
As of
|
|
|
|
March 31,
|
|
December 31,
|
|
|
|
2009
|
|
2008
|
|
Gas sales contracts
|
|
$
|
32,564
|
|
$
|
32,564
|
|
Compression contracts
|
|
18,515
|
|
18,515
|
|
Customer relationships
|
|
10,492
|
|
10,492
|
|
|
|
61,571
|
|
61,571
|
|
Less accumulated amortization
|
|
22,330
|
|
20,791
|
|
Intangible assets, net
|
|
$
|
39,241
|
|
$
|
40,780
|
|
During each of the three months ended March 31, 2009 and 2008, we
recorded $1,539 of amortization expense. Estimated aggregate amortization
expense for the remainder of 2009 is $4,619 and $6,157 for each of the four
succeeding fiscal years from 2010 through 2013 and a total of $9,994 for all
years thereafter.
14
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Note 5: Derivatives
Interest
Rate Swap
Hiland Partners is subject to
interest rate risk on its credit facility and has entered into an interest rate
swap to reduce this risk. Hiland Partners entered into a one year interest rate
swap agreement with its counterparty on October 7, 2008 for the period
from January 2009 through December 2009 at a rate of 2.245% on a
notional amount of $100.0 million. The swap fixes the one month LIBOR rate
at 2.245% for the notional amount of debt outstanding over the term of the swap
agreement. During the three months ended
March 31, 2009, one month LIBOR interest rates were lower than the
contracted fixed interest rate of 2.245%.
Consequently, Hiland Partners incurred additional interest expense of
$443 upon monthly settlements of the interest rate swap agreement.
The following table provides information about Hiland Partners interest
rate swap at March 31, 2009 for the periods indicated:
|
|
|
|
|
|
Fair Value
|
|
|
|
Notional
|
|
Interest
|
|
Asset
|
|
Description and Period
|
|
Amount
|
|
Rate
|
|
(Liability)
|
|
Interest Rate Swap
|
|
|
|
|
|
|
|
April 2009 - December 2009
|
|
$
|
100,000
|
|
2.245
|
%
|
$
|
(1,210
|
)
|
|
|
|
|
|
|
|
|
|
|
Commodity
Swaps
Hiland Partners has entered into
certain derivative contracts that are classified as cash flow hedges in
accordance with SFAS 133 which relate to forecasted natural gas sales in
2009 and 2010. At December 31, 2008, the mark-to-market cash flow
derivative related to forecasted natural gas sales in 2010 did not qualify for
cash flow hedge accounting. In January 2009,
Hiland Partners entered into derivative contracts related to the same
forecasted natural gas sales in 2010 whereby Hiland Partners receives a
floating NYMEX index price less fixed differentials and pays a floating price
based on a Colorado Interstate Gas (CIG) index price for the same relevant
volumes and contract period as the underlying natural gas is sold. The coupled derivative contracts for natural
gas sales in 2010 qualify for cash flow hedge accounting in accordance with
SFAS 133 for the remainder of their respective contract periods. Hiland Partners entered into these financial
swap instruments to hedge forecasted natural gas sales against the variability
in expected future cash flows attributable to changes in commodity prices.
Under these swap agreements with its counterparties, Hiland Partners receives a
fixed price and pays a floating price based on certain indices for the relevant
contract period as the underlying natural gas is sold.
Hiland Partners formally documents all relationships
between hedging instruments and the items being hedged, including its risk
management objective and strategy for undertaking the hedging transactions.
This includes matching the natural gas futures, the sold fixed for floating
price or buy fixed for floating price contracts, to the forecasted
transactions. Hiland Partners assesses, both at the inception of the hedge and
on an ongoing basis, whether the derivatives are highly effective in offsetting
changes in the fair value of hedged items. Highly effective is deemed to be a
correlation range from 80% to 125% of the change in cash flows of the
derivative in offsetting the cash flows of the hedged transaction. If it is
determined that a derivative is not highly effective as a hedge or it has
ceased to be a highly effective hedge, due to the loss of correlation between
changes in natural gas reference prices under a hedging instrument and actual
natural gas prices, Hiland Partners will discontinue hedge accounting for the
derivative and subsequent changes in fair value for the derivative will be
recognized immediately into earnings. Hiland Partners assesses effectiveness
using regression analysis and ineffectiveness using the dollar offset method.
Derivatives are recorded on our consolidated balance
sheet as assets or liabilities at fair value. For derivatives qualifying as
hedges, the effective portion of changes in fair value is recognized in
partners equity as accumulated other comprehensive income (loss) and
reclassified to earnings when the underlying hedged physical transaction
closes. The ineffective portions of qualifying derivatives are recognized in
earnings as they occur. Actual amounts that will be reclassified will vary as a
result of future changes in prices. Hedge ineffectiveness is recorded in income
while the hedge contract is open and may increase or decrease until settlement
of the contract. Realized cash gains and losses on closed/settled instruments
and hedge ineffectiveness are reflected in the contract month being hedged as
an adjustment to our midstream revenue.
On May 27, 2008, Hiland Partners entered into a financial swap
instrument related to forecasted natural gas sales in 2010 whereby Hiland
Partners receives a fixed price and pays a floating price based on NYMEX Henry
Hub index pricing for the relevant contract period as the underlying natural
gas is sold. At December 31, 2008, this financial swap instrument did not
qualify for hedge accounting as there was inadequate correlation between NYMEX
Henry Hub index prices and actual prices received for the natural gas sold. On January 13,
2009 and January 15, 2009, Hiland Partners entered into two derivative
contracts related to forecasted natural gas sales in 2010 whereby Hiland
Partners receives a floating NYMEX Henry Hub index price less differentials of
$2.25 and $2.13, respectively, and pays a CIG index price for the same relevant
volumes and contract period as the underlying natural gas related to the May 27,
2008 derivative contract is sold. The
coupling of these derivative contracts related to forecasted natural gas sales
in 2010 are classified as cash flow hedges in accordance with SFAS 133 for the
remainder of their respective contract periods.
15
Table of
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The following
table summarizes Hiland Partners activity related to derivative transactions
for the indicated periods:
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
2008
|
|
Net gains (losses) on closed/settled transactions reclassified
from (to) accumulated other comprehensive income
|
|
$
|
1,708
|
|
$
|
(2,055
|
)
|
Increases (decreases) in fair values of open
derivatives recorded to (from)
accumulated
other comprehensive income
|
|
$
|
2,282
|
|
$
|
2,516
|
|
Unrealized non-cash gains (losses) on ineffective
portions of qualifying derivative
transactions
|
|
$
|
384
|
|
$
|
(401
|
)
|
At March 31, 2009, Hiland Partners accumulated other
comprehensive income was $5,807. Of this amount, Hiland Partners anticipates
$5,629 will be reclassified to earnings during the next twelve months and $178
will be reclassified to earnings in subsequent periods.
The fair value of derivative assets and liabilities
are as follows for the indicated periods:
|
|
As of
|
|
As of
|
|
|
|
March 31,
|
|
December 31,
|
|
|
|
2009
|
|
2008
|
|
Fair value of derivative assets - current
|
|
$
|
8,852
|
|
$
|
6,851
|
|
Fair value of derivative assets - long term
|
|
5,869
|
|
7,141
|
|
Fair value of derivative liabilities - current
|
|
(1,210
|
)
|
(1,439
|
)
|
Fair value of derivative liabilities - long term
|
|
|
|
|
|
Net fair value of derivatives
|
|
$
|
13,511
|
|
$
|
12,553
|
|
The terms of Hiland Partners derivative contracts currently extend as
far as December 2010. Hiland Partners counterparties to its commodity-based
derivative instruments are BP Energy Company and Bank of Oklahoma, N.A. The
counterparty to Hiland Partners interest rate swap is Wells Fargo Bank, N.A.
The following table provides information about Hiland Partners
commodity derivative instruments at March 31, 2009 for the periods
indicated:
|
|
|
|
Average
|
|
|
|
|
|
|
|
Fixed
|
|
Fair Value
|
|
Description and Production Period
|
|
Volume
|
|
Price
|
|
Asset
|
|
|
|
(MMBtu)
|
|
(per MMBtu)
|
|
|
|
Natural Gas - Sold Fixed for Floating Price Swaps
|
|
|
|
|
|
|
|
April 2009 - March 2010
|
|
2,136,000
|
|
$
|
7.55
|
|
$
|
8,852
|
|
April 2010 - December 2010
|
|
1,602,000
|
|
$
|
8.31
|
|
5,869
|
|
|
|
|
|
|
|
$
|
14,721
|
|
Note 6: Fair Value Measurements
We adopted SFAS No. 157, Fair Value Measurements (SFAS 157)
beginning in the first quarter of 2008.
We adopted FSP 157-2 for nonfinancial assets and nonfinancial
liabilities measured at fair value, except those that are recognized or
disclosed on a recurring basis (at least annually) effective January 1,
2009, which applies to nonfinancial assets and liabilities measured at fair
value in a business combination; impaired properties, plants and equipment;
intangible assets and goodwill; and initial recognition of asset retirement
obligations and restructuring costs for which we use fair value. SFAS 157
defines fair value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants
at the measurement date, establishes a framework for measuring fair value in
GAAP such as fair value hierarchy used to classify the source of information
used in fair value measurements (i.e., market based or non-market based) and
expands disclosure about fair value measurements based on their level in the
hierarchy. SFAS 157 establishes a fair
value hierarchy which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value.
SFAS 157s hierarchy defines three levels of inputs that may be used to measure
fair value. Level 1 refers to assets that have observable market prices, level
2 assets do not have an observable price but do have inputs that are based on
such prices in which components have observable data points and level 3
16
Table of
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refers to assets
in which one or more of the inputs do not have observable prices and calibrated
model parameters, valuation techniques or managements assumptions are used to
derive the fair value.
SFAS 133 requires derivatives and other financial instruments be
measured at fair value at initial recognition and for all subsequent
periods. We use the fair value
methodology outlined in SFAS 157 to value assets and liabilities for our
outstanding fixed price cash flow swap derivative contracts. Valuations of our
natural gas derivative contracts are based on published forward price curves
for natural gas and, as such, are defined as Level 2 fair value hierarchy
assets and liabilities. We value our interest rate-based derivative on a
comparative mark-to-market value received from our counterparty. The following
table represents the fair value hierarchy for Hiland Partners assets and
liabilities measured at fair value on a recurring basis at March 31, 2009:
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Commoditybased derivative assets
|
|
$
|
|
|
$
|
14,721
|
|
$
|
|
|
$
|
14,721
|
|
Interestbased derivative liabilities
|
|
|
|
|
|
(1,210
|
)
|
(1,210
|
)
|
Total
|
|
$
|
|
|
$
|
14,721
|
|
$
|
(1,210
|
)
|
$
|
13,511
|
|
The following table provides a summary of changes in
the fair value of Hiland Partners Level 3 interest rate-based derivatives for
the three months ended March 31, 2009:
Balance, January 1, 2009
|
|
$
|
(1,439
|
)
|
Cash settlements from other comprehensive income
|
|
443
|
|
Change in fair value of derivative
|
|
(214
|
)
|
Balance, March 31, 2009
|
|
$
|
(1,210
|
)
|
In accordance with SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, Hiland Partners reviews
properties for impairment when events and circumstances indicate a possible
decline in the recoverability of the carrying value of such property. Hiland
Partners compares each propertys estimated expected future cash flows to the
carrying amount of the property to determine if the carrying amount is
recoverable. If the carrying amount of the property exceeds its estimated
undiscounted future cash flows, the carrying amount of the property is reduced
to its estimated fair value. Fair value may be estimated using comparable
market data, a discounted cash flow method, or a combination of the two. In the discounted cash flow method,
estimated future cash flows are based on managements expectations for the
future and include estimates of future oil and gas reserves, commodity prices
based on commodity futures price strips as of the date of the estimate,
operating and development costs, and a risk-adjusted discount rate.
As a result of volumes declines combined with significantly reduced
natural gas prices, Hiland Partners determined that carrying amounts totaling
approximately $950 related to natural gas gathering systems located in Texas
and Mississippi were not recoverable from future cash flows and, therefore,
were impaired at March 31, 2009.
Hiland Partners reduced the carrying amounts of these nonrecurring level
3 hierarchy assets to their estimated fair values of approximately $249 by
using the discounted cash flow method described above, as comparable market
data was not available.
Note 7: Long-Term
Debt
Long-term debt consisted of the following for the indicated periods:
|
|
As of
|
|
As of
|
|
|
|
March 31,
|
|
December 31,
|
|
|
|
2009
|
|
2008
|
|
Hiland Partners-revolving credit facility
|
|
$
|
264,064
|
|
$
|
252,064
|
|
Hiland Holdings-revolving credit facility
|
|
705
|
|
705
|
|
Capital lease obligations
|
|
4,886
|
|
5,051
|
|
|
|
269,655
|
|
257,820
|
|
Less current portion:
|
|
|
|
|
|
Capital lease obligations
|
|
656
|
|
649
|
|
Hiland Holdings-revolving credit facility
|
|
705
|
|
705
|
|
Long-term debt
|
|
$
|
268,294
|
|
$
|
256,466
|
|
17
Table of Contents
Hiland
Partners Credit Facility
Hiland Partners borrowing capacity under its senior secured revolving
credit facility, as amended, is $300 million consisting of a
$291 million senior secured revolving credit facility to be used for
funding acquisitions and other capital expenditures, issuance of letters of
credit and general corporate purposes (the Acquisition Facility) and a
$9.0 million senior secured revolving credit facility to be used for
working capital and to fund distributions (the Working Capital Facility).
In addition, Hiland Partners senior secured revolving credit facility
provides for an accordion feature, which permits Hiland Partners, if certain
conditions are met, to increase the size of the Acquisition Facility by up to
$50 million and allows for the issuance of letters of credit of up to
$15 million in the aggregate. The senior secured revolving credit facility
also requires Hiland Partners to meet certain financial tests, including a
maximum consolidated funded debt to EBITDA ratio of 4.0:1.0 as of the last day
of any fiscal quarter; provided that in the event that Hiland Partners makes
certain permitted acquisitions or capital expenditures, this ratio may be
increased to 4.75:1.0 for the three fiscal quarters following the quarter in
which such acquisition or capital expenditure occurs; and a minimum interest
coverage ratio of 3.0:1.0. The credit facility will mature in May 2011. At
that time, the agreement will terminate and all outstanding amounts thereunder
will be due and payable.
Due to the recent decline in natural gas and NGL prices, Hiland
Partners believes that its cash generated from operations will decrease for the
remainder of 2009 relative to comparable periods in 2008. Hiland Partners
senior secured revolving credit facility requires it to meet certain financial
tests, including a maximum consolidated funded debt to EBITDA covenant ratio of
4.0:1.0 as of the last day of any fiscal quarter; provided that in the event
that Hiland Partners makes certain permitted acquisitions or capital
expenditures, this ratio may be increased to 4.75:1.0 for the three fiscal
quarters following the quarter in which such acquisition or capital expenditure
occurs. Hiland Partners met the permitted capital expenditure requirements for
the four quarter period ended March 31, 2009 and elected to increase the
ratio to 4.75:1.0 on March 31, 2009. During this step-up period, the
applicable margin with respect to loans under the credit facility increases by
35 basis points per annum and the unused commitment fee increases by 12.5 basis
points per annum. Unless this ratio is amended, Hiland Partners debt is
restructured or Hiland Partners receives an infusion of equity capital,
management expects that Hiland Partners will be in violation of the maximum
funded debt to EBITDA covenant ratio contained in its senior secured revolving
credit facility as early as the second quarter of 2009. Management has initiated discussions with
certain lenders under Hiland Partners credit facility as to potential ways to
address the expected covenant violation. While no potential solution has been
agreed to, Hiland Partners would expect that any solution would likely require
the assessment of fees and increased rates, the infusion of additional equity
capital or the incurrence of subordinated indebtedness by Hiland Partners, and
the suspension of distributions for a certain period of time. There can be no
assurance that any such agreement will be reached with the lenders or that any
required equity or debt financing will be available to Hiland Partners.
Upon the occurrence of an event of default as defined in the credit
facility, the lenders may, among other things, be able to accelerate the
maturity of the credit facility and exercise other rights and remedies as set
forth in the credit facility.
Hiland Partners obligations under the credit facility are secured by
substantially all of its assets and guaranteed by Hiland Partners, and all of
its subsidiaries, other than Hiland Operating, LLC, its operating company,
which is the borrower under the credit facility.
Indebtedness under Hiland Partners credit facility will bear interest,
at its option, at either (i) an Alternate Base Rate plus an applicable
margin ranging from 50 to 125 basis points per annum or (ii) LIBOR plus an
applicable margin ranging from 150 to 225 basis points per annum based on its
ratio of consolidated funded debt to EBITDA. The Alternate Base Rate is a rate
per annum equal to the greatest of (a) the Prime Rate in effect on such
day, (b) the base CD rate in effect on such day plus 1.50% and (c) the
Federal Funds effective rate in effect on such day plus
1
/
2
of 1%. Hiland Partners has elected for
the indebtedness to bear interest at LIBOR plus the applicable margin. A letter
of credit fee will be payable for the aggregate amount of letters of credit
issued under the credit facility at a percentage per annum equal to 1.0%. An
unused commitment fee ranging from 25 to 50 basis points per annum based on our
ratio of consolidated funded debt to EBITDA will be payable on the unused
portion of the credit facility. During the step-up period, the applicable
margin with respect to loans under the credit facility will be increased by 35
basis points per annum and the unused commitment fee will be increased by 12.5
basis points per annum. At March 31, 2009, the interest rate on
outstanding borrowings from Hiland Partners credit facility was 3.15%.
Hiland Partners is subject to interest rate risk on its credit facility
and has entered into an interest rate swap to reduce this risk. See Note 5
Derivatives for a discussion of Hiland Partners interest rate swap.
The credit facility prohibits Hiland Partners from making distributions
to unitholders if any default or event of default, as defined in the credit
facility, has occurred and is continuing or would result from such
distributions. In addition, the credit facility contains various covenants that
limit, among other things, subject to certain exceptions and negotiated baskets,
Hiland Partners ability to incur indebtedness, grant liens, make certain
loans, acquisitions and investments, make any material changes to the nature of
its
18
Table of
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business, amend
its material agreements, including its Omnibus Agreement, which contains
non-compete and indemnity provisions with affiliates, or enter into a merger,
consolidation or sale of assets.
The credit facility defines EBITDA as Hiland Partners consolidated net
income (loss), plus income tax expense, interest expense, depreciation,
amortization and accretion expense, amortization of intangibles and
organizational costs, non-cash unit based compensation expense, and adjustments
for non-cash gains and losses on specified derivative transactions and for
other extraordinary or
non
-recurring items.
The credit facility limits distributions to Hiland Partners
unitholders to available cash, as defined by the agreement, and borrowings to
fund such distributions are only permitted under the revolving working capital
facility. The revolving working capital facility is subject to an annual clean-down
period of 15 consecutive days in which the amount outstanding under the
revolving
working
capital facility is reduced to zero.
As of March 31, 2009, Hiland Partners had
$264.1 million outstanding under this credit facility and was in
compliance with its financial covenants.
Hiland Holdings Credit Facility
On September 25,
2006, concurrently with the closing of our initial public offering, we entered
into a three-year $25.0 million secured revolving credit facility. The
credit facility will permit us, if certain conditions are met, to increase
borrowing capacity by up to an additional $25.0 million. The credit facility is
secured by all of our ownership interests in Hiland Partners and its general
partner, other than the 2% general partner interest and the incentive
distribution rights.
The credit facility will mature on September 25, 2009, at which
time all outstanding amounts thereunder become due and payable.
Indebtedness under the credit facility bears interest, at our option,
at either (i) an Alternate Base Rate plus an applicable margin ranging
from 100 to 150 basis points per annum or (ii) LIBOR plus an applicable
margin ranging from 200 to 250 basis points per annum in each case based on our
ratio of consolidated funded debt to EBITDA. The Alternate Base Rate is equal
to the greatest of (a) the prime rate in effect on such day, (b) the
base CD rate in effect on such day plus 1.50% and (c) the federal funds
effective rate in effect on such day plus
1
/
2
of 1%. We have elected for the indebtedness
to bear interest at LIBOR plus the applicable margin. A letter of credit fee
will be payable for the aggregate amount of letters of credit issued under the
credit facility at a percentage per annum equal to 2.0%. A commitment fee
ranging from 25 to 50 basis points per annum based on our ratio of consolidated
funded debt to EBITDA will be payable on the average daily unused portion of
the credit facility for the quarter most recently ended. At March 31,
2009, the interest rate on outstanding borrowings from our credit facility was
2.55%.
The credit facility contains several covenants that, among other
things, require the maintenance of two financial performance ratios, restrict
the payment of distributions to unitholders, and require financial reports to
be submitted periodically to the financial institutions.
The credit facility also contains covenants requiring a maximum
consolidated funded debt to EBITDA ratio of 3.0:1.0 for the four fiscal
quarters most recently ended and a minimum interest coverage ratio of 3.0:1.0.
The amount we may borrow under the credit facility is limited to the
lesser of: (i) 50% of the sum of the value of the Hiland Partners common
and subordinated units and certain other assets held by us and certain of our
subsidiaries at the end of each fiscal quarter and (ii) the maximum
available amount of the credit facility (currently $25.0 million). For purposes of this calculation, the value
of (i) the Hiland Partners common units on any date shall be the closing
price for such units as reflected on the NASDAQ National Market on any date and
(ii) the Hiland Partners subordinated units on any date shall be deemed to
equal 85% of the value of the Hiland Partners common units on such date. At March 31, 2009, the borrowing base
was $19.8 million.
The credit facility prohibits us from making distributions to
unitholders if any default or event of default, as defined in the credit
facility, has occurred and is continuing or would result from such
distributions. In addition, the credit facility contains various covenants that
limit, among other things, subject to certain exceptions and negotiated baskets,
our ability to incur indebtedness, grant liens, enter into agreements
restricting our ability to grant liens on our assets or amend the credit
facility, make certain loans, acquisitions and investments or enter into a
merger, consolidation or sale of assets.
The credit facility limits distributions to our unitholders to our
available cash, as defined in our partnership agreement. Restricted payments
under the credit facility are subject to an annual clean-down period of 15
consecutive days in which the amount outstanding that relates to funding the
restricted payments under the credit facility must be reduced to zero.
19
Table of Contents
As of March 31, 2009, we had $0.7 million
outstanding under this credit facility and were in compliance with our
financial covenants. The outstanding $0.7 million, which matures on September 25,
2009, is included in accrued liabilities and other in the balance sheet.
Capital Lease Obligations
During the third quarter of 2007, Hiland Partners incurred two separate
capital lease obligations at its Bakken and Badlands gathering systems. Under
the terms of a capital lease agreement for a rail loading facility and an
associated products pipeline at its Bakken gathering system, Hiland Partners
has agreed to repay a counterparty a predetermined amount over a period of
eight years. Once fully paid, title to the leased assets will transfer to
Hiland Partners no later than the end of the eight-year period commencing from
the inception date of the lease. Hiland Partners also incurred a capital lease
obligation to a counterparty for the aid to construct several electric
substations at its Badlands gathering system which, by agreement, will be
repaid in equal monthly installments over a period of five years.
During the three months ended March 31, 2009 and 2008, Hiland
Partners made principal payments of $165 and $107, respectively, on the above
described capital lease obligations. The
current portion of the capital lease obligations presented in the table above
is included in accrued liabilities and other in the balance sheet.
Note 8: Share-Based
Compensation
Hiland Holdings GP, LP Long Term
Incentive Plan
Hiland Partners GP Holdings, LLC, the general partner of Hiland
Holdings, adopted the Hiland Holdings GP, LP Long-Term Incentive Plan for its
employees and directors of its general partner and employees of its affiliates.
The long-term incentive plan consists of three components: unit options,
restricted units and phantom units. The long-term incentive plan limits the
number of units that are permitted to be delivered pursuant to awards to
2,160,000 units. The plan is administered by the board of directors of our
general partner or the compensation committee of the board of directors of our
general partner. The plan will expire upon the first to occur of its
termination by the board of directors or the compensation committee, the date
when no units remain available under the plan for awards or the tenth
anniversary of the date the plan is approved by our unitholders. Awards then
outstanding will continue pursuant to the terms of their grants.
The board of directors of our general partner and the compensation
committee of the board may terminate or amend the long-term incentive plan at
any time with respect to any units for which a grant has not yet been made. Our
board of directors and the compensation committee of the board also have the
right to alter or amend the long-term incentive plan or any part of the plan
from time to time, including increasing the number of units that may be granted
subject to unitholder approval as may be required by applicable law or stock
exchange rules. However, no change in any outstanding grant may be made that
would materially reduce the benefits of the participant without the consent of
the participant. Restricted common units granted vest and become exercisable in
one-fourth increments on the anniversary of the grant date over four years. A
restricted unit is a common unit that is subject to forfeiture, and upon
vesting, the grantee receives a common unit that is not subject to forfeiture.
Distributions on unvested restricted common units are held in trust by our
general partner until the units vest, at which time the distributions are
distributed to the grantee.
As provided for in the long-term
incentive plan, each non-employee board member of Hiland Partners GP Holdings,
LLC on each anniversary date of the initial reward is entitled to receive an
additional 1,000 restricted common units. We issued no restricted units during
the three months ended March 31, 2009. Non-cash unit based compensation
expense related to restricted units issued is to be recognized over their
respective four-year vesting period on the graded vesting attribution method.
The following table summarizes information about our restricted units for the
three months ended March 31, 2009.
|
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
|
|
|
Fair Value
|
|
|
|
|
|
At Grant
|
|
Restricted Units
|
|
Units
|
|
Date ($)
|
|
|
|
|
|
|
|
Unvested at January 1, 2009
|
|
16,500
|
|
$
|
22.52
|
|
Granted
|
|
|
|
|
|
Vested
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
Unvested at March 31, 2009
|
|
16,500
|
|
$
|
22.52
|
|
20
Table of
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We recorded non-cash compensation expense related to the restricted
units of $36 and $35 for the three months ended March 31, 2009 and 2008,
respectively. We will record additional non-cash unit based compensation
expense of $181 over the next four years.
Hiland Partners, LP Long Term
Incentive Plan
Hiland Partners GP, LLC, the general partner of Hiland Partners,
adopted the Hiland Partners, LP Long-Term Incentive Plan for its employees and
directors of its general partner and employees of its affiliates. The long-term
incentive plan currently permits an aggregate of 680,000 of Hiland Partners
common units to be issued with respect to unit options, restricted units and
phantom units granted under the plan. No more than 225,000 of the 680,000
common units may be issued with respect to vested restricted or phantom units.
The plan is administered by the compensation committee of Hiland Partners GP,
LLCs board of directors. The plan will continue in effect until the
earliest of (i) a date determined by the board of directors of the general
partner; (ii) the date that common units are no longer available for
payment of awards under the plan; or (iii) the tenth anniversary of the
plan.
Hiland Partners GP, LLCs board of directors or compensation committee
may, in their discretion, terminate, suspend or discontinue the long-term
incentive plan at any time with respect to any units for which a grant has not
yet been made. Hiland Partners GP, LLCs board of directors or its compensation
committee also has the right to alter or amend the long-term incentive plan or
any part of the plan from time to time, including increasing the number of
units that may be granted, subject to unitholder approval if required by the
exchange upon which the common units are listed at that time. No change in any
outstanding grant may be made, however, that would materially impair the rights
of the participant without the consent of the participant. Under the unit
option grant agreement, granted options of common units vest and become
exercisable in one-third increments on the anniversary of the grant date over
three years. Vested options are exercisable within the options contractual
life of ten years after the grant date. Restricted common units granted vest
and become exercisable in one-fourth increments on the anniversary of the grant
date over four years. A restricted unit is a common unit that is subject to
forfeiture, and upon vesting, the grantee receives a common unit that is not
subject to forfeiture. Distributions on unvested restricted common units are
held in trust by Hiland Partners general partner until the units vest, at
which time the distributions are distributed to the grantee. Granted phantom
common units are generally more flexible than restricted units and vesting
periods and distribution rights may vary with each grant. A phantom unit is a
common unit that is subject to forfeiture and is not considered issued until it
vests. Upon vesting, holders of phantom units will receive (i) a common
unit that is not subject to forfeiture, cash in lieu of the delivery of such
unit equal to the fair market value of the unit on the vesting date, or a
combination thereof, at the discretion of Hiland Partners general partners
board of directors and (ii) the distributions held in trust, if
applicable, related to the vested units.
Phantom Units.
On February 4, 2009, 2,500 phantom units
granted on February 4, 2008 to Matthew S. Harrison, our Chief Financial
Officer, vested and Mr. Harrison settled 2,500 phantom units for 2,500
common units. On February 25, 2009,
625 phantom units granted on February 25, 2008 to an employee vested and
the employee settled 625 of the phantom units for 625 common units.
The following table summarizes information about
Hiland Partners phantom units for the three months ended March 31, 2009:
|
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
|
|
|
Fair Value
|
|
|
|
|
|
At Grant
|
|
Phantom Units
|
|
Units
|
|
Date ($)
|
|
Unvested at January 1, 2009
|
|
50,794
|
|
$
|
47.74
|
|
Granted
|
|
|
|
|
|
Vested and converted
|
|
(3,125
|
)
|
$
|
49.37
|
|
Forfeited
|
|
(500
|
)
|
$
|
48.80
|
|
Unvested at March 31, 2009
|
|
47,169
|
|
$
|
47.62
|
|
During the three months ended March 31, 2009 and
2008, Hiland Partners incurred non-cash unit based compensation expense of $244
and $279, respectively, related to phantom units. Hiland Partners will
recognize additional expense of $1,211 over the next four years, and the
additional expense is to be recognized over a weighted average period of 2.7
years.
Restricted Units.
Hiland
Partners issued no restricted units during the three months ended March 31,
2009. On March 13, 2009, Dr. David
L. Boren, a member of Hiland Partners board of directors, resigned and thus
forfeited 2,750 restricted units. The
following table summarizes information about Hiland Partners restricted units
for the three months ended March 31, 2009.
21
Table of Contents
|
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
|
|
|
Fair Value
|
|
|
|
|
|
At Grant
|
|
Restricted Units
|
|
Units
|
|
Date ($)
|
|
Unvested at January 1, 2009
|
|
18,500
|
|
$
|
48.73
|
|
Granted
|
|
|
|
|
|
Vested
|
|
|
|
|
|
Forfeited
|
|
(2,750
|
)
|
$
|
46.85
|
|
Unvested at March 31, 2009
|
|
15,750
|
|
$
|
49.06
|
|
Non-cash unit based compensation expense related to
Hiland Partners restricted units was $75 and $84 for the three months ended March 31,
2009 and 2008, respectively. As of March 31, 2009, there was $296 of total
unrecognized cost related to Hiland Partners unvested restricted units. This
cost is to be recognized over a weighted average period of 2.2 years.
Unit Options.
The following
table summarizes information about Hiland Partners common unit options for the
three months ended March 31, 2009:
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
Weighted
|
|
Average
|
|
|
|
|
|
|
|
Average
|
|
Remaining
|
|
Aggregate
|
|
|
|
|
|
Exercise
|
|
Contractual
|
|
Intrinsic
|
|
Options
|
|
Units
|
|
Price ($)
|
|
Term (Years)
|
|
Value ($)
|
|
Outstanding at January 1, 2009
|
|
33,336
|
|
$
|
37.79
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
|
|
|
|
|
|
|
Outstanding and exercisable at March 31, 2009
|
|
33,336
|
|
$
|
37.79
|
|
6.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 9: Commitments and Contingencies
We maintain a defined contribution retirement plan for our employees
under which we make discretionary contributions to the plan based on a
percentage of eligible employees compensation. Contributions to the plan are
5.0% of eligible employees compensation and resulted in expense for the three
months ended March 31, 2009 and 2008 of $89 and $75, respectively.
We maintain our health and workers compensation insurance through
third-party providers. Property and general liability insurance is also
maintained through third-party providers with a $100 deductible on each policy.
The operation of pipelines, plants and other facilities for gathering,
compressing, treating, or processing natural gas, NGLs and other products is
subject to stringent and complex laws and regulations pertaining to health,
safety and the environment. Our management believes that compliance with
federal, state or local environmental laws and regulations will not have a
material adverse effect on our business, financial position or results of
operations.
Although there are no significant regulatory proceedings in which we
are currently involved, periodically we may be a party to regulatory
proceedings. The results of regulatory proceedings cannot be predicted with
certainty; however, our management believes that we presently do not have material
potential liability in connection with regulatory proceedings that would have a
significant financial impact on our consolidated financial condition, results
of operations or cash flows.
Hiland Partners leases certain equipment, vehicles and facilities under
operating leases, most of which contain annual renewal options. We and Hiland
Partners also lease office space from a related entity. See Note 11 Related
Party Transactions. Under these lease agreements, rent expense was $843 and
$616, respectively, for the three months ended March 31, 2009 and 2008,
respectively.
Two unitholder
class action lawsuits were recently filed in the Court of Chancery of the State
of Delaware challenging the proposal made by Mr. Hamm to acquire all of
the outstanding common units of each of the Partnership and Hiland Partners
that are not owned by Mr. Hamm, his affiliates or Hamm family trusts.
One complaint
alleges, among other things, that the original consideration and revised
consideration offered by Mr. Hamm is unfair and inadequate, that the board
of directors of the general partner of each of the Partnership and Hiland
Partners cannot be expected to act independently, and that Mr. Hamm and
the management of the Partnership and Hiland Partners have manipulated their
public statements to depress the price of the common units of the Partnership
and Hiland Partners. The plaintiffs seek to enjoin the Partnership, Hiland
Partners, and their respective board members from proceeding with any
transaction that may arise from Mr. Hamms going private proposal, along
with compensatory damages.
22
Table of Contents
The second
complaint alleges, among other things, that the consideration offered is unfair
and grossly inadequate, that the conflicts committee of the board of directors
of the general partner of each of the Partnership and Hiland Partners cannot be
expected to act independently, and that the management of the Partnership and
Hiland Partners has manipulated its public statements to depress the price of
the common units of the Partnership and Hiland Partners.
The plaintiffs in
each lawsuit seek to enjoin the Partnership, Hiland Partners, and their respective
board members from proceeding with any transaction that may arise from Mr. Hamms
going private proposal, along with compensatory damages. Although we strongly
believe these lawsuits have no merit, we cannot predict the outcome of the
lawsuits, or others, nor can we predict the amount of time and expense that
will be required to resolve the lawsuits. See Note 2 Recent Events.
Note 10: Significant Customers and
Suppliers
All of Hiland Partners revenues are domestic revenues. The following
table presents Hiland Partners top midstream customers as a percent of total
revenue for the periods indicated:
|
|
For the Three Months
Ended March 31,
|
|
|
|
2009
|
|
2008
|
|
Customer 1
|
|
19
|
%
|
8
|
%
|
Customer 2
|
|
17
|
%
|
19
|
%
|
Customer 3
|
|
12
|
%
|
7
|
%
|
Customer 4
|
|
8
|
%
|
10
|
%
|
Customer 5
|
|
6
|
%
|
15
|
%
|
Customer 6
|
|
5
|
%
|
21
|
%
|
Customer 2 above is SemStream, L.P., a subsidiary of SemGroup, L.P.,
who filed a voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on July 22, 2008.
On March 20, 2009, Hiland Partners received a good faith deposit
from SemStream, L.P. for $3,000 in lieu of renewing a letter of credit to our
benefit. The $3,000 deposit received is
included in accrued liabilities and other in the balance sheet.
All of Hiland Partners purchases are from domestic sources. The
following table presents Hiland Partners top midstream suppliers as a percent
of total midstream purchases for the periods indicated:
|
|
For the Three Months
Ended March 31,
|
|
|
|
2009
|
|
2008
|
|
Supplier 1 (affiliated company)
|
|
43
|
%
|
38
|
%
|
Supplier 2
|
|
17
|
%
|
15
|
%
|
Supplier 3
|
|
16
|
%
|
19
|
%
|
Note 11: Related Party Transactions
Hiland Partners purchases natural gas and NGLs from affiliated
companies. Purchases of product from affiliates totaled $13,445 and $26,167 for
the three months ended March 31, 2009 and 2008, respectively. Hiland
Partners also sells natural gas and NGLs to affiliated companies. Sales of
product to affiliates totaled $1,032 and $1,021 for the three months ended March 31,
2009 and 2008, respectively. Compression revenues from affiliates were $1,205
for each of the three months ended March 31, 2009 and 2008, respectively.
Accounts receivable-affiliates of $2,579 at March 31, 2009 include
$2,281 from one affiliate for midstream sales. Accounts receivable-affiliates
of $2,346 at December 31, 2008, includes $2,083 from one affiliate for
midstream sales.
Accounts payable-affiliates of $3,784 at March 31, 2009 include
$2,773 due to one affiliate for midstream purchases. Accounts
payable-affiliates of $7,823 at December 31, 2008 include $6,682 payable
to the same affiliate for midstream purchases.
Hiland Partners utilizes affiliated companies to provide services to
its plants and pipelines and certain administrative services. The total
expenditures to these companies were $174 and $152 during the three months
ended March 31, 2009 and 2008, respectively.
We and Hiland Partners lease office space under operating leases
directly or indirectly from an affiliate. Rent expense associated with these
leases totaled $39 and $38 for the three months ended March 31, 2009 and
2008, respectively.
23
Table of
Contents
Note 12: Reportable Segments
Hiland Partners has distinct operating segments for which additional
financial information must be reported. Hiland Partners operations are
classified into two reportable segments:
(1) Midstream, which is the purchasing,
gathering, compressing, dehydrating, treating, processing and marketing of
natural gas and the fractionating and marketing of NGLs.
(2) Compression, which is providing air
compression and water injection services for oil and gas secondary recovery
operations that are ongoing in North Dakota.
These business segments reflect the way Hiland Partners manages its
operations. Hiland Partners operations are conducted in the United States.
General and administrative costs, which consist of executive management,
accounting and finance, operations and engineering, marketing and business
development, are allocated to the individual segments based on revenues.
Hiland Partners midstream assets totaled $407,435 at March 31,
2009. Assets attributable to Hiland Partners compression operations totaled
$25,263. All but $27 of the total capital expenditures of $12,015 for the three
months ended March 31, 2009 was attributable to midstream operations. All
but $14 of the total capital expenditures of $8,130 for the three months ended March 31,
2008 was attributable to midstream operations.
The tables below present information for the reportable segments for
the three months ended March 31, 2009 and 2008.
|
|
For the Three Months Ended March 31,
|
|
|
|
2009
|
|
2008
|
|
|
|
Midstream
|
|
Compression
|
|
|
|
Midstream
|
|
Compression
|
|
|
|
|
|
Segment
|
|
Segment
|
|
Total
|
|
Segment
|
|
Segment
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
51,143
|
|
$
|
1,205
|
|
$
|
52,348
|
|
$
|
90,274
|
|
$
|
1,205
|
|
$
|
91,479
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midstream purchases (exclusive of items shown
separately below)
|
|
31,216
|
|
|
|
31,216
|
|
68,618
|
|
|
|
68,618
|
|
Operations and maintenance
|
|
7,695
|
|
|
|
7,695
|
|
6,541
|
|
228
|
|
6,769
|
|
Depreciation and amortization
|
|
10,258
|
|
|
|
10,258
|
|
8,321
|
|
895
|
|
9,216
|
|
Property impairments
|
|
950
|
|
|
|
950
|
|
|
|
|
|
|
|
General and administrative
|
|
3,739
|
|
88
|
|
3,827
|
|
2,654
|
|
30
|
|
2,684
|
|
Total operating costs and expenses
|
|
53,858
|
|
88
|
|
53,946
|
|
86,134
|
|
1,153
|
|
87,287
|
|
Operating income
|
|
$
|
(2,715
|
)
|
$
|
1,117
|
|
(1,598
|
)
|
$
|
4,140
|
|
$
|
52
|
|
4,192
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income
|
|
|
|
|
|
13
|
|
|
|
|
|
104
|
|
Amortization of deferred loan costs
|
|
|
|
|
|
(171
|
)
|
|
|
|
|
(156
|
)
|
Interest expense
|
|
|
|
|
|
(2,357
|
)
|
|
|
|
|
(3,506
|
)
|
Net (loss) income
|
|
|
|
|
|
4,113
|
)
|
|
|
|
|
634
|
|
Less: Noncontrolling partners interest in (loss)
income of Hiland Partners
|
|
|
|
|
|
(1,214
|
)
|
|
|
|
|
(206
|
)
|
Limited partners interest in net (loss) income
|
|
|
|
|
|
$
|
(2,899
|
)
|
|
|
|
|
$
|
840
|
|
Note 13: Net Income (Loss) per Limited
Partners Unit
The computation of basic net income (loss) per limited partners unit
is based on the weighted-average number of common units outstanding during the
period. The computation of diluted net income (loss) per unit further assumes
the dilutive effect of restricted units. Net income (loss) per unit applicable
to limited partners is computed by dividing net income (loss) applicable to
limited partners by the weighted-average number of limited partnership units
outstanding. The following is a reconciliation of the limited partner units
used in the calculations of net income (loss) per limited partner unitbasic
and net income (loss) per limited partner unitdiluted assuming dilution for
the three months ended March 31, 2009 and 2008:
24
Table of Contents
|
|
For the Three Months Ended March 31,
|
|
|
|
2009
|
|
2008
|
|
|
|
(Loss)
|
|
|
|
|
|
Income
|
|
|
|
|
|
|
|
Attributable
|
|
|
|
|
|
Attributable
|
|
|
|
|
|
|
|
to Limited
|
|
Limited
|
|
|
|
to Limited
|
|
Limited
|
|
|
|
|
|
Partners
|
|
Partner Units
|
|
Per Unit
|
|
Partners
|
|
Partner Units
|
|
Per Unit
|
|
|
|
(Numerator)
|
|
(Denominator)
|
|
Amount
|
|
(Numerator)
|
|
(Denominator)
|
|
Amount
|
|
(Loss) income per limited partner unit -basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income attributable to limited partners
|
|
$
|
(2,899
|
)
|
|
|
$
|
(0.13
|
)
|
840
|
|
|
|
$
|
0.04
|
|
Weighted average limited partner units outstanding
|
|
|
|
21,607,500
|
|
|
|
|
|
21,603,000
|
|
|
|
Income (loss) per limited partner unit - diluted:
Restricted units
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income attributable to limited partners plus
assumed conversions
|
|
$
|
(2,899
|
)
|
21,607,500
|
|
$
|
(0.13
|
)
|
$
|
840
|
|
21,609,000
|
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2009, approximately 57,000
restricted units were excluded from the computation of diluted earnings
attributable to limited partner units because the inclusion of such units would
have been anti-dilutive.
Note 14: Partners Capital and Cash
Distributions
Hiland Holdings
Our unitholders (limited partners) have only limited voting rights on
matters affecting our operations and activities and, therefore, limited ability
to influence our managements decisions regarding our business. Unitholders did
not select our general partner or elect the board of directors of our general
partner and effectively have no right to select our general partner or elect
its board of directors in the future. Unitholders voting rights are further
restricted by our partnership agreement, which provides that any units held by
a person that owns 20% or more of any class of units then outstanding, other
than the general partner, its affiliates, their transferees and persons who acquired
such units with the prior approval of the board of directors of our general
partner, cannot be voted on any matter. In addition, our partnership agreement
contains provisions limiting the ability of our unitholders to call meetings or
to acquire information about our operations, as well as other provisions
limiting a unitholders ability to influence the manner or direction of our
management.
Our partnership agreement requires that we distribute all of our cash
on hand at the end of each quarter, less reserves established at our general
partners discretion. We refer to this as available cash. Our only
cash-generating assets are our interests in Hiland Partners from which we may
receive quarterly distributions. The amount of available cash may be greater
than or less than the minimum quarterly distributions.
On April 27, 2009, we announced the suspension of quarterly cash
distributions beginning with the first quarter distribution of 2009 and Hiland
Partners announced the suspension of quarterly cash distributions on its common
and subordinated units beginning with the first quarter distribution of 2009
due to the impact of lower commodity prices and reduced drilling activity on
Hiland Partners current and projected throughput volumes, midstream segment
margins and cash flows combined with future required levels of capital
expenditures and the outstanding indebtedness under Hiland Partners senior
secured revolving credit facility. Under the terms of the Hiland Partners
partnership agreement, the Hiland Partners common units will carry an arrearage
of $0.45 per unit, representing the minimum quarterly distribution to the
Hiland Partners common units for the first quarter of 2009 that must be paid
before Hiland Partners can make distributions to the Hiland Partners
subordinated units. All distributions paid by us to our common unitholders from
January 1, 2008 forward, including amounts paid to affiliate owners, were
as follows (in thousands, except per unit amounts):
Date Cash
|
|
Per Unit Cash
|
|
|
|
Distribution
|
|
Distribution
|
|
Total Cash
|
|
Paid
|
|
Amount
|
|
Distribution
|
|
02/19/08
|
|
$
|
0.2550
|
|
$
|
5,513
|
|
05/19/08
|
|
0.2800
|
|
6,053
|
|
08/19/08
|
|
0.3050
|
|
6,593
|
|
11/19/08
|
|
0.3175
|
|
6,866
|
|
02/18/09
|
|
0.1000
|
|
2,162
|
|
|
|
$
|
1.2575
|
|
$
|
27,187
|
|
25
Table of
Contents
Hiland Partners
The unitholders (limited partners) of Hiland Partners have only limited
voting rights on matters affecting its operations and activities and,
therefore, limited ability to influence its managements decisions regarding
its business. The Hiland Partners unitholders did not select Hiland Partners
GP, LLC as general partner or elect its board of directors and effectively have
no right to select a general partner or elect its board of directors in the
future. The Hiland Partners unitholders voting rights are further restricted
by Hiland Partners partnership agreement, which provides that any units held
by a person that owns 20% or more of any class of units then outstanding, other
than the general partner, its affiliates, their transferees and persons who
acquired such units with the prior approval of Hiland Partners GP, LLCs board
of directors, cannot be voted on any matter. In addition, Hiland Partners
partnership agreement contains provisions limiting the ability of its
unitholders to call meetings or to acquire information about its operations, as
well as other provisions limiting a unitholders ability to influence the
manner or direction of Hiland Partners management.
Hiland Partners partnership agreement requires that it distribute all
of its cash on hand at the end of each quarter, less reserves established at
Hiland Partners GP, LLCs discretion. Hiland Partners refers to this as available
cash. The amount of available cash may be greater than or less than the
minimum quarterly distributions described below. In general, Hiland Partners
will pay any cash distribution made each quarter in the following manner:
·
first,
98% to the common units, pro rata, and 2% to Hiland Partners GP, LLC, until
each common unit has received a minimum quarterly distribution of $0.45 plus
any arrearages from prior quarters;
·
second,
98% to the subordinated units, pro rata, and 2% to Hiland Partners GP, LLC,
until each subordinated unit has received a minimum quarterly distribution of
$0.45; and
·
third,
98% to all units, pro rata, and 2% to Hiland Partners GP, LLC, until each unit
has received a distribution of $0.495.
If cash distributions per unit exceed $0.495 in any quarter, Hiland
Partners GP, LLC as general partner will receive increasing percentages, up to
a maximum of 50% of the cash Hiland Partners distributes in excess of that
amount. Hiland Partners refers to these distributions as incentive
distributions.
The distributions on the subordinated units may be reduced or
eliminated if necessary to ensure the common units receive their minimum
quarterly distribution. Subordinated
units do not accrue arrearages. The subordination period will extend until the
first day of any quarter beginning after March 31, 2010 that each of the
following tests are met: distributions
of available cash from operating surplus on each of the outstanding common
units and subordinated units equaled or exceeded the minimum quarterly
distribution for each of the three consecutive, non-overlapping four-quarter
periods immediately preceding that date; the adjusted operating surplus (as
defined in the partnership agreement) generated during each of the three
consecutive, non-overlapping four-quarter periods immediately preceding that
date equaled or exceeded the sum of the minimum quarterly distributions on all
of the outstanding common units and subordinated units during those periods on
a fully diluted basis and the related distribution on the 2% general partner
interest during those periods; and there are no arrearages in payment of the
minimum quarterly distribution on the common units. In addition, if the tests for ending the
subordination period are satisfied for any three consecutive four quarter
periods ending on or after March 31, 2008, 25% of the subordinated units
will convert into an equal number of common units. On May 14, 2008 these tests were met and
accordingly, 1,020,000, or 25%, of the subordinated units converted into an
equal number of common units.
On April 27, 2009, Hiland Partners announced the suspension of
quarterly cash distributions on its common and subordinated units beginning
with the first quarter distribution of 2009 due to the impact of lower
commodity prices and reduced drilling activity on Hiland Partners current and
projected throughput volumes, midstream segment margins and cash flows combined
with future required levels of capital expenditures and the outstanding
indebtedness under Hiland Partners senior
secured revolving credit facility. Under the terms of the Hiland
Partners partnership agreement, the Hiland Partners common units carry an
arrearage of $0.45 per unit, representing the minimum quarterly distribution to
the Hiland Partners common units for the first quarter of 2009 that must be
paid before Hiland Partners can make distributions to the Hiland Partners
subordinated units. We own 3,060,000 of
the Hiland Partners subordinated units which will not receive a cash
distribution until the distribution arrearage to the Hiland Partners common
units is paid. Presented below are cash distributions to the Hiland Partners
common and subordinated unitholders, including amounts to affiliate owners and
regular and incentive distributions to Hiland Partners GP, LLC paid by Hiland
Partners from January 1, 2008 forward (in thousands, except per unit
amounts):
Date Cash
|
|
Per Unit Cash
|
|
|
|
|
|
|
|
|
|
|
|
Distribution
|
|
Distribution
|
|
Common
|
|
Subordinated
|
|
General Partner
|
|
Total Cash
|
|
Paid
|
|
Amount
|
|
Units
|
|
Units
|
|
Regular
|
|
Incentive
|
|
Distribution
|
|
02/14/08
|
|
$
|
0.7950
|
|
$
|
4,169
|
|
$
|
3,243
|
|
$
|
182
|
|
$
|
1,492
|
|
$
|
9,086
|
|
05/14/08
|
|
0.8275
|
|
4,364
|
|
3,376
|
|
194
|
|
1,789
|
|
9,723
|
|
08/14/08
|
|
0.8625
|
|
5,446
|
|
2,639
|
|
208
|
|
2,107
|
|
10,400
|
|
11/14/08
|
|
0.8800
|
|
5,574
|
|
2,694
|
|
214
|
|
2,268
|
|
10,750
|
|
02/13/09
|
|
0.4500
|
|
2,849
|
|
1,377
|
|
86
|
|
|
|
4,312
|
|
|
|
$
|
3.8150
|
|
$
|
22,402
|
|
$
|
13,329
|
|
$
|
884
|
|
$
|
7,656
|
|
$
|
44,271
|
|
26
Table of Contents
Presented below are cash distributions by Hiland Partners to us and
Hiland Partners GP, LLC from January 1, 2008 forward (in thousands, except
per unit amounts):
Date Cash
|
|
Per Unit Cash
|
|
|
|
|
|
|
|
|
|
|
|
Distribution
|
|
Distribution
|
|
Common
|
|
Subordinated
|
|
General Partner
|
|
Total Cash
|
|
Paid
|
|
Amount
|
|
Units
|
|
Units
|
|
Regular
|
|
Incentive
|
|
Distribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/14/08
|
|
$
|
0.7950
|
|
$
|
1,035
|
|
$
|
3,243
|
|
$
|
182
|
|
$
|
1,492
|
|
$
|
5,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
05/15/08
|
|
0.8275
|
|
1,077
|
|
3,376
|
|
194
|
|
1,789
|
|
6,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
08/14/08
|
|
0.8625
|
|
2,003
|
|
2,639
|
|
208
|
|
2,107
|
|
6,957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/14/08
|
|
0.8800
|
|
2,043
|
|
2,694
|
|
214
|
|
2,268
|
|
7,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/09
|
|
0.4500
|
|
1,045
|
|
1,377
|
|
86
|
|
|
|
2,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3.8150
|
|
$
|
7,203
|
|
$
|
13,329
|
|
$
|
884
|
|
$
|
7,656
|
|
$
|
29,072
|
|
Note
15: Supplemental Information
Following are the financial statements of Hiland Holdings which are
included to provide additional information with respect to Hiland Holdings
financial position, results of operations and cash flows on a stand-alone
basis.
HILAND HOLDINGS GP, LP
Balance Sheets
(in
thousands, except unit amounts)
|
|
March 31,
|
|
December 31,
|
|
|
|
2009
|
|
2008
|
|
|
|
(Unaudited)
|
|
|
|
ASSETS
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
360
|
|
$
|
561
|
|
Accounts receivable-affiliates
|
|
|
|
2
|
|
Other current assets
|
|
455
|
|
351
|
|
Total current assets
|
|
815
|
|
914
|
|
|
|
|
|
|
|
Investment in subsidiary
|
|
(15
|
)
|
4,195
|
|
Property and equipment, net
|
|
3,192
|
|
3,304
|
|
Intangibles, net
|
|
4,963
|
|
5,138
|
|
Other assets, net
|
|
44
|
|
66
|
|
Total assets
|
|
$
|
8,999
|
|
$
|
13,617
|
|
|
|
|
|
|
|
LIABILITIES AND PARTNERS EQUITY
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Accounts payable
|
|
$
|
761
|
|
$
|
363
|
|
Accounts payable-affiliates
|
|
172
|
|
163
|
|
Other current liabilities
|
|
705
|
|
705
|
|
Total current liabilities
|
|
1,638
|
|
1,231
|
|
|
|
|
|
|
|
Partners equity
|
|
|
|
|
|
Common unitholders (21,607,500 units issued and
outstanding)
|
|
7,361
|
|
12,386
|
|
Total partners equity
|
|
7,361
|
|
12,386
|
|
|
|
|
|
|
|
Total liabilities and partners equity
|
|
$
|
8,999
|
|
$
|
13,617
|
|
27
Table of
Contents
HILAND
HOLDINGS GP, LP
Statements
of Operations
For
the Three Months Ended (Unaudited)
(in
thousands)
|
|
March 31,
|
|
March 31,
|
|
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
(287
|
)
|
$
|
(287
|
)
|
General and administrative
|
|
(887
|
)
|
(383
|
)
|
Operating loss
|
|
(1,174
|
)
|
(670
|
)
|
Other income (expense):
|
|
|
|
|
|
Equity in (loss) earnings of affiliates
|
|
(1,699
|
)
|
1,533
|
|
Interest and other income
|
|
1
|
|
4
|
|
Amortization of deferred loan costs
|
|
(22
|
)
|
(22
|
)
|
Interest expense
|
|
(5
|
)
|
(5
|
)
|
Other income (expense), net
|
|
(1,725
|
)
|
1,510
|
|
Net (loss) income
|
|
$
|
(2,899
|
)
|
$
|
840
|
|
HILAND
HOLDINGS GP, LP
Statements
of Cash Flows
For
the Three Months Ended (Unaudited)
(in
thousands)
|
|
March 31,
|
|
March 31,
|
|
|
|
2009
|
|
2008
|
|
Cash flows from operating activities:
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(2,899
|
)
|
$
|
840
|
|
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
|
|
|
|
|
|
Depreciation and amortization
|
|
287
|
|
287
|
|
Amortization of deferred loan cost
|
|
22
|
|
22
|
|
Unit based compensation
|
|
36
|
|
38
|
|
Loss (earnings) in Hiland Partners, LP
|
|
1,699
|
|
(1,534
|
)
|
(Increase) decrease in current assets:
|
|
|
|
|
|
Accounts receivable - affiliates
|
|
2
|
|
5
|
|
Other current assets
|
|
(104
|
)
|
(230
|
)
|
Increase (decrease) in current liabilities:
|
|
|
|
|
|
Accounts payable - trade
|
|
398
|
|
152
|
|
Accounts payable - affiliates
|
|
9
|
|
41
|
|
Accrued liabilities and other
|
|
|
|
|
|
Net cash used in operating activities
|
|
(550
|
)
|
(379
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
Investment in subsidiaries
|
|
|
|
(12
|
)
|
Cash distributions received from subsidiaries
|
|
2,511
|
|
5,952
|
|
Net cash provided by investing activities
|
|
2,511
|
|
5,940
|
|
Cash flows from financing activities:
|
|
|
|
|
|
Cash distributions to unitholders
|
|
(2,162
|
)
|
(5,513
|
)
|
Net cash used in financing activities
|
|
(2,162
|
)
|
(5,513
|
)
|
|
|
|
|
|
|
Increase (decrease) for the period
|
|
(201
|
)
|
48
|
|
Beginning of period
|
|
561
|
|
105
|
|
End of period
|
|
$
|
360
|
|
$
|
153
|
|
|
|
|
|
|
|
Supplementary information
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
4
|
|
$
|
6
|
|
28
Table of Contents
Note
16: Subsequent Event
On May 1, 2009, a unitholder of the Partnership and Hiland
Partners filed a complaint alleging claims on behalf of (i) a purported
class of common unitholders of the Partnership and (ii) a purported class
of common unitholders of Hiland Partners against the Partnership, Hiland
Partners, the general partner of each of the Partnership and Hiland Partners,
and the members of the board of directors of each of the Partnership and Hiland
Partners. The complaint alleges, among other things, that the original
consideration and revised consideration offered by Mr. Hamm is unfair and
inadequate, that the board of directors of the general partner of each of the
Partnership and Hiland Partners cannot be expected to act independently, and
that Mr. Hamm and the management of the Partnership and Hiland Partners
have manipulated their public statements to depress the price of the common
units of the Partnership and Hiland Partners. The plaintiffs seek to enjoin the
Partnership, Hiland Partners, and their respective board members from
proceeding with any transaction that may arise from Mr. Hamms going
private proposal, along with compensatory damages. See Note 2 Recent Events for additional
information on litigation related to the going private proposals.
On April 20, 2009, the conflicts committee of the board of
directors of the general partner of each of the Partnership and Hiland Partners
received a letter from Harold Hamm amending his January 15, 2009 proposal
to acquire all of the outstanding common units of each of the Partnership and
Hiland Partners that are not owned by Mr. Hamm, his affiliates or Hamm
family trusts. Under the revised terms
proposed by Mr. Hamm, the Partnerships unitholders would receive $2.40 in
cash per common unit, reduced from $3.20 in cash per common unit under the January 15,
2009 proposal. Hiland Partners unitholders would receive $7.75 in cash per
common unit, reduced from $9.50 in cash per common unit under the January 15,
2009 proposal. See Note 2 Recent Events.
29
Table of
Contents
Cautionary
Statement About Forward-Looking Statements
This report on Form 10-Q includes certain forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These
statements include statements regarding our plans, goals, beliefs or current
expectations. Statements using words such as anticipate, believe, intend,
project, plan, continue, estimate, forecast, may, will or similar
expressions help identify forward-looking statements. Although we believe such
forward-looking statements are based on reasonable assumptions and current
expectations and projections about future events, no assurance can be given
that every objective will be reached.
Actual results may differ materially from any results projected,
forecasted, estimated or expressed in forward-looking statements since many of
the factors that determine these results are subject to uncertainties and
risks, difficult to predict, and beyond managements control. Such factors
include:
·
the ability to comply with the certain
covenants in our or Hiland Partners credit facilities and the ability to reach
agreement with ours or Hiland Partners lenders in the event of a breach of
such covenants;
·
the ability to pay distributions to our
unitholders;
·
our expected receipt of distributions from
Hiland Partners;
·
Hiland Partners cash flow is affected by
the volatility of natural gas and NGL product prices, which could adversely
affect Hiland Partners ability to make distributions to its unitholders,
including us;
·
Hiland Partners continued ability to find
and contract for new sources of natural gas supply;
·
the general economic conditions in the
United States of America as well as the general economic conditions and
currencies in foreign countries;
·
the amount of natural gas transported on
Hiland Partners gathering systems;
·
the level of throughput in Hiland Partners
natural gas processing and treating facilities;
·
the fees Hiland Partners charges and the
margins realized for its services;
·
the prices and market demand for, and the
relationship between, natural gas and NGLs;
·
energy prices generally;
·
the level of domestic oil and natural gas
production;
·
the availability of imported oil and natural
gas;
·
actions taken by foreign oil and gas
producing nations;
·
the political and economic stability of
petroleum producing nations;
·
the weather in Hiland Partners operating
areas;
·
the extent of governmental regulation and
taxation;
·
hazards or operating risks incidental to the
transporting, treating and processing of natural gas and NGLs that may not be
fully covered by insurance;
·
competition from other midstream companies;
30
Table of Contents
·
loss of key personnel;
·
the availability and cost of capital and
Hiland Partners ability to access certain capital sources;
·
changes in laws and regulations to which we
and Hiland Partners are subject, including tax, environmental, transportation
and employment regulations;
·
the costs and effects of legal and
administrative proceedings;
·
the ability to successfully identify and
consummate strategic acquisitions at purchase prices that are accretive to
Hiland Partners financial results;
·
risks associated with the construction of
new pipelines and treating and processing facilities or additions to Hiland
Partners existing pipelines and facilities;
·
the completion of significant, unbudgeted
expansion projects may require debt and/or equity financing which may not be
available to Hiland Partners on acceptable terms, or at all; and
·
increases in interest rates could increase
Hiland Partners borrowing costs, adversely impact its unit price and its
ability to issue additional equity, which could have an adverse effect on
Hiland Partners cash flows and its ability to fund its growth.
These factors are not necessarily all of the important factors that
could cause our actual results to differ materially from those expressed in any
of our forward-looking statements. Our future results will depend upon various other
risks and uncertainties, including, but not limited to those described above.
Other unknown or unpredictable factors also could have material adverse effects
on our future results. You should not place undue reliance on any
forward-looking statements.
All forward-looking statements attributable to us are qualified in
their entirety by this cautionary statement. We undertake no duty to update our
forward-looking statements to reflect the impact of events or circumstances
after the date of the forward-looking statements.
Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
Unless the context requires
otherwise, references to we, our, us, Hiland Holdings or the
Partnership are intended to mean the consolidated business and operations of
Hiland Holdings GP, LP. References to Hiland Partners are intended to mean
the consolidated business and operations of Hiland Partners, LP and its
subsidiaries.
General
Trends and Outlook
We expect Hiland Partners business to continue to be affected by the
following key trends. These expectations are based on assumptions made by us
and information currently available to us. To the extent our underlying
assumptions about or interpretations of available information prove to be
incorrect, our expectations may vary materially from actual results. Please see
Forward-Looking Statements.
U.S.
Natural Gas Supply and Outlook.
Natural gas prices have continued to
decline significantly since the peak New York Mercantile Exchange (NYMEX)
Henry Hub last day settle price of $13.11/MMBtu in July 2008 to the NYMEX
Henry Hub last day settle price of $3.32 in May 2009. U.S. natural gas drilling rig counts have
declined by approximately 50% to 741 as of May 1, 2009, compared to 1,473
natural gas drilling rigs in the comparable period of 2008, and approximately
54% compared to the peak natural gas drilling rig count of 1,606 in August and
September 2008. We believe that
current natural gas prices will continue to result in reduced natural
gas-related drilling activity as producers seek to decrease their level of
natural gas production. We also believe
that current reduced natural gas drilling activity will persist until the
economic environment in the United States improves and increases the demand for
natural gas.
U.S. Crude
Oil Supply and Outlook.
The domestic and global
recession and resulting drop in demand for crude oil products continues to
significantly impact the price for crude oil. West Texas Intermediate (WTI)
crude oil pricing has declined from a peak of $134.62/bbl in July 2008 to
a low of $33.87/Bbl in January 2009, a 74.8% decline. U.S. crude oil drilling rig counts have
declined by approximately 45% to 196 as of May 1, 2009, compared to 360
crude oil drilling rigs in the comparable period of 2008, and approximately 56%
compared to the peak crude oil drilling rig count of 442 in November 2008. The forward curve for WTI crude oil pricing
reflects continued reductions in demand for crude oil. We also believe that current
reduced crude oil drilling activity will persist until the economic environment
in the United States improves and increases the demand for crude oil.
31
Table of
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U.S. NGL
Supply and Outlook.
The domestic and global recession and resulting drop
in demand for NGL products has significantly impacted the price for NGLs. NGL prices have dropped dramatically since
the peak NGL basket pricing of $2.21/gallon in June 2008 to a March 2009
NGL basket pricing of $0.70/gallon, a 68.3% decline. NGL basket pricing correlates to WTI crude
oil pricing. WTI crude oil pricing has
declined from a peak of $134.62/Bbl in July 2008 to $33.87/Bbl in January 2009,
a 74.8% decline. The forward curve for
NGL basket pricing and WTI crude oil pricing reflects continued reductions in
demand for NGL products. We also believe
that the current reduced NGL products pricing will persist until the economic
environment in the United States improves and increases the demand for NGL
products.
A number of the areas in which Hiland Partners operates are
experiencing a significant decline in drilling activity as a result of the
recent dramatic decline in natural gas and crude oil prices. While we anticipate continued exploration and
production activities in the areas in which Hiland Partners operates, albeit at
depressed levels, fluctuations in energy prices can greatly affect production
rates and investments by third parties in the development of natural gas and
oil reserves. Drilling activity
generally decreases as natural gas and oil prices decrease. Hiland Partners has no control over the level
of drilling activity in the areas of its operations.
Disruption to functioning of
capital markets
Multiple events during 2008
and 2009 involving numerous financial institutions have effectively restricted
current liquidity within the capital markets throughout the United States and
around the world. Despite efforts by treasury and banking regulators in the
United States, Europe and other nations around the world to provide liquidity
to the financial sector, capital markets currently remain constrained. We
expect that ours and Hiland Partners ability to raise debt and equity at
prices that are similar to offerings in recent years to be limited over the
next three to six months and possibly longer should capital markets remain
constrained.
Overview of Hiland Holdings
We are a Delaware limited partnership formed in May 2006 to own
Hiland Partners GP, LLC, the general partner of Hiland Partners, and
certain other common and subordinated units in Hiland Partners. We reflect our ownership interest in Hiland
Partners on a consolidated basis, which means that our financial results are
combined with Hiland Partners financial results. The noncontrolling partners
interest in income (loss) of Hiland Partners is reflected as an equity amount
of consolidated net income (loss) attributable to the noncontrolling partners
interest on our consolidated statements of operations and the ownership
interests of the noncontrolling partners interest in Hiland Partners is
presented within the equity section of our consolidated balance sheets. Hiland
Partners GP, LLCs results of operations principally reflect the results of
operations of Hiland Partners and are adjusted for noncontrolling partners
interests in Hiland Partners net income (loss).
Our cash generating assets consist of our direct or indirect ownership
interests in Hiland Partners. Hiland Partners is principally engaged in
purchasing, gathering, compressing, dehydrating, treating, processing and
marketing of natural gas, fractionating and marketing of NGLs and providing air
compression and water injection services for oil and gas secondary recovery
operations. Our aggregate ownership interests in Hiland Partners consist of the
following:
·
|
the 2% general
partner interest in Hiland Partners;
|
·
|
100% of the
incentive distribution rights in Hiland Partners; and
|
·
|
2,321,471 common
units and 3,060,000 subordinated units of Hiland Partners, representing a
57.5% limited partner interest in Hiland Partners.
|
Hiland Partners is required by its partnership agreement to distribute
all of its cash on hand at the end of each quarter, after establishing reserves
to provide for the proper conduct of its business or to provide funds for
future distributions. Due to (i) the impact of lower commodity prices and
drilling activity on Hiland Partners current and projected throughput volumes,
midstream segment margin and cash flows; (ii) future required levels of
capital expenditures; (iii) the level of Hiland Partners indebtedness
relative to its projections and (iv) managements expectation that Hiland
Partners will be in violation of the maximum funded debt to EBITDA covenant
ratio contained in its senior secured credit facility at the end of the second
quarter of 2009 unless the ratio is amended, Hiland Partners debt is
restructured or Hiland Partners receives an infusion of equity capital, on April 27,
2009, Hiland Partners announced the suspension of cash distributions beginning
with the first quarter of 2009.
Cash Distributions.
On April 27, 2009, Hiland Partners
announced the suspension of quarterly cash distributions on its common and
subordinated units beginning with the first quarter distribution of 2009 due to
the impact of lower commodity prices and reduced drilling activity on Hiland
Partners current and projected throughput volumes, midstream segment margins
and cash flows combined with future required levels of capital expenditures and
the outstanding indebtedness under Hiland Partners senior secured revolving
credit facility. Under the terms of the
Hiland Partners partnership agreement, the Hiland Partners common units carry
an arrearage of $0.45 per unit, representing the minimum quarterly distribution
to the Hiland Partners common units for the first quarter of 2009 that must be
paid before Hiland Partners can make distributions to the Hiland Partners
subordinated units. We own 3,060,000 of
the Hiland Partners subordinated units which will not receive a cash
distribution until the distribution arrearage to the Hiland
32
Table of
Contents
Partners common
units is paid. The following table presents Hiland Partners distributions paid
to us on May 14, 2008 for the three months ended March 31, 2008.
|
|
Three Months
|
|
|
|
Ended
|
|
|
|
March 31,
|
|
Hiland Partners Distributions
|
|
2008
|
|
Common units
|
|
$
|
1,077
|
|
Subordinated units
|
|
3,376
|
|
Ownership interest in Hiland Partners general
partner
|
|
194
|
|
General partners incentive distribution rights
|
|
1,789
|
|
|
|
$
|
6,436
|
|
Because we own Hiland Partners GP, LLC, the distributions to us include
the distributions made to Hiland Partners GP, LLC.
Overview of Hiland Partners
Hiland Partners is engaged in purchasing, gathering, compressing,
dehydrating, treating, processing and marketing of natural gas, fractionating
and marketing of NGLs, and providing air compression and water injection
services for oil and gas secondary recovery operations. Hiland Partners
operations are primarily located in the Mid-Continent and Rocky Mountain
regions of the United States.
Hiland Partners manages its business and analyzes and reports its
results of operations on a segment basis. Hiland Partners operations are
divided into two business segments:
·
Midstream Segment,
which is engaged in purchasing, gathering, compressing, dehydrating, treating,
processing and marketing of natural gas and the fractionating and marketing of
NGLs. The midstream segment generated 94.3% and 94.7% of total segment margin
for the three months ended March 31, 2009 and 2008, respectively.
·
Compression Segment,
which is engaged in providing air compression and water injection services for
oil and gas secondary recovery operations that are ongoing in North Dakota. The
compression segment generated 5.7% and 5.3% of total segment margin for the
three months ended March 31, 2009 and 2008, respectively.
Hiland Partners midstream assets currently consist of 15 natural gas
gathering systems with approximately 2,138 miles of gas gathering
pipelines, six natural gas processing plants, seven natural gas treating
facilities and three NGL fractionation facilities. Hiland Partners compression assets consist
of two air compression facilities and a water injection plant.
Hiland Partners results of operations are determined primarily by five
interrelated variables: (1) the volume of natural gas gathered through its
pipelines; (2) the volume of natural gas processed; (3) the volume of
NGLs fractionated; (4) the levels and relationship of natural gas and NGL
prices; and (5) Hiland Partners current contract portfolio. Because
Hiland Partners profitability is a function of the difference between the
revenues it receives from its operations, including revenues from the products
it sells, and the costs associated with conducting its operations, including
the costs of products it purchases, increases or decreases in Hiland Partners
revenues alone are not necessarily indicative of increases or decreases in its
profitability. To a large extent, Hiland Partners contract portfolio, the
pricing environment for natural gas and NGLs and the price of NGLs relative to
natural gas prices will dictate increases or decreases in its profitability.
Hiland Partners profitability is also dependent upon prices and market demand
for natural gas and NGLs, which fluctuate with changes in market and economic
conditions and other factors.
Recent Events
Class Action Lawsuit.
On May 1, 2009, a unitholder of the Partnership and Hiland Partners
filed a complaint alleging claims on behalf of (i) a purported class of
common unitholders of the Partnership and (ii) a purported class of common
unitholders of Hiland Partners against the Partnership, Hiland Partners, the
general partner of each of the Partnership and Hiland Partners, and the members
of the board of directors of each of the Partnership and Hiland Partners. The
complaint alleges, among other things, that the original consideration and
revised consideration offered by Mr. Hamm is unfair and inadequate, that
the board of directors of the general partner of each of the Partnership and
Hiland Partners cannot be expected to act independently, and that Mr. Hamm
and the management of the Partnership and Hiland Partners have manipulated
their public statements to depress the price of the common units of the
Partnership and Hiland Partners. The plaintiffs seek to enjoin the Partnership,
Hiland Partners, and their respective board
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members from proceeding with any transaction that may arise from Mr. Hamms
going private proposal, along with compensatory damages.
Our Distribution.
On April 27,
2009, we announced the suspension of cash distributions beginning with the
first quarter of 2009 due to the impact of lower commodity prices and reduced
drilling activity on Hiland Partners current and projected throughput volumes,
midstream segment margins and cash flows combined with future required levels
of capital expenditures and the outstanding indebtedness under Hiland Partners
senior secured revolving credit facility.
Hiland Partners Distribution.
On April 27, 2009, Hiland Partners announced the
suspension of quarterly cash distributions on its common and subordinated units
beginning with the first quarter distribution of 2009 due to the impact of
lower commodity prices and reduced drilling activity on Hiland Partners
current and projected throughput volumes, midstream segment margins and cash
flows combined with future required levels of capital expenditures and the
outstanding indebtedness under Hiland Partners senior secured revolving credit
facility. Under the terms of the Hiland
Partners partnership agreement, the Hiland Partners common units carry an
arrearage of $0.45 per unit, representing the minimum quarterly distribution to
the Hiland Partners common units for the first quarter of 2009 that must be
paid before Hiland Partners can make distributions to the Hiland Partners
subordinated units. We own 3,060,000 of
the Hiland Partners subordinated units which will not receive a cash
distribution until the distribution arrearage to the Hiland Partners common
units is paid.
Going Private Proposals.
On April 20, 2009, the conflicts committee of the
board of directors of the general partner of each of the Partnership and Hiland
Partners received a letter from Harold Hamm amending his January 15, 2009
proposal to acquire all of the outstanding common units of each of the Partnership
and Hiland Partners that are not owned by Mr. Hamm, his affiliates or Hamm
family trusts. Under the revised terms
proposed by Mr. Hamm, the Partnership unitholders would receive $2.40 in
cash per common unit, reduced from $3.20 in cash per common unit under the January 15,
2009 proposal. Hiland Partners
unitholders would receive $7.75 in cash per common unit, reduced from $9.50 in
cash per common unit under the January 15, 2009 proposal. Other than the reduced merger consideration, Mr. Hamm
has not modified the original proposals. Consummation of each transaction is
conditioned upon the consummation of the other and subject to the approval of a
majority of the public unitholders of each of the Partnership and Hiland
Partners. The proposals contemplate a
merger of each of the Partnership and Hiland Partners with a separate new
acquisition vehicle to be formed by Mr. Hamm and the Hamm family
trusts. Mr. Hamm is the Chairman of
the board of directors of the general partner of each of the Partnership and
Hiland Partners. Mr. Hamm, either
individually or together with his affiliates or the Hamm family trusts,
beneficially owns 100% of Hiland Partners GP Holdings, LLC, the general partner
of the Partnership, and approximately 61% of the outstanding common units of
the Partnership. The Partnership owns
approximately 37% of Hiland Partners outstanding common units.
The conflicts committee of the board of directors of the general
partner of each of the Partnership and Hiland Partners is considering the
proposals and any potential alternative available to each of the Partnership
and Holdings. In reviewing the proposals
and potential available alternatives, each conflicts committee has retained its
own financial advisers and legal counsel to assist in its work. The boards of directors of the general
partners of each of the Partnership and Hiland Partners caution our unitholders
and the unitholders of Hiland Partners, respectively, and others considering
trading in the securities of the Partnership and Hiland Partners, that each
conflicts committee of the boards of directors is reviewing its respective
proposal and no decisions have been made by either conflicts committee of
either board of directors with respect to the response of either us or Hiland Partners
to the proposals. There can be no
assurance that any agreement will be executed or that any transaction will be
approved or consummated.
Historical Results of Operations
Our historical results of operations for the periods presented may not
be comparable, either from period to period or going forward primarily due to
decreased natural gas and natural gas liquid prices and significantly increased
volumes and operating expenses at Hiland Partners Woodford Shale and Badlands
gathering systems.
Our Results of Operations
The following table presents a reconciliation of the non-GAAP financial
measure of total segment margin (which consists of the sum of midstream segment
margin and compression segment margin) to operating income on a historical
basis for each of the periods indicated.
We view total segment margin, a non-GAAP financial measure, as an
important performance measure of the core profitability of our operations
because it is directly related to our volumes and commodity price changes. We review total segment margin monthly for
consistency and trend analysis. We
define midstream segment margin as midstream revenue less midstream
purchases. Midstream revenue includes
revenue from the sale of natural gas, NGLs and NGL products resulting from Hiland
Partners gathering, treating, processing and fractionation activities and
fixed fees associated with the gathering of natural gas and the transportation
and disposal of saltwater. Midstream
purchases include the cost of natural gas, condensate and NGLs purchased by
Hiland Partners from third parties, the cost of natural gas, condensate and
NGLs purchased by Hiland Partners from affiliates, and the cost of crude oil
purchased by Hiland Partners from third parties. We define compression segment
margin as the revenue derived from
34
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Hiland Partners
compression segment. Total segment margin may not be comparable to similarly
titled measures of other companies as other companies may not calculate total
segment margin in the same manner.
The results of our operations discussed below principally reflect the
activities of Hiland Partners. Because our consolidated financial statements
include the results of Hiland Partners, our financial statements are
substantially similar to the financial statements of Hiland Partners. However,
the noncontrolling partners interest in income (loss) of Hiland Partners is
reflected as an equity amount of consolidated net income (loss) attributable to
the noncontrolling limited partners interest on our consolidated statements of
operations and the ownership interests of the noncontrolling partners interest
in Hiland Partners is presented within the equity section of our consolidated
balance sheets. The noncontrolling partners interest in Hiland Partners is not
reflected on Hiland Partners consolidated financial statements.
Set forth in the tables below are certain financial and operating data
for the periods indicated.
|
|
Three Months Ended March 31,
|
|
|
|
2009
|
|
2008
|
|
|
|
(in thousands)
|
|
Total Segment Margin Data:
|
|
|
|
|
|
Midstream revenues
|
|
$
|
51,143
|
|
$
|
90,274
|
|
Midstream purchases
|
|
31,216
|
|
68,618
|
|
Midstream segment margin
|
|
19,927
|
|
21,656
|
|
Compression revenues (1)
|
|
1,205
|
|
1,205
|
|
Total segment margin (2)
|
|
$
|
21,132
|
|
$
|
22,861
|
|
|
|
|
|
|
|
Summary of Operations Data:
|
|
|
|
|
|
Midstream revenues
|
|
$
|
51,143
|
|
$
|
90,274
|
|
Compression revenues
|
|
1,205
|
|
1,205
|
|
Total revenues
|
|
52,348
|
|
91,479
|
|
|
|
|
|
|
|
Midstream purchases (exclusive of items shown
separately below)
|
|
31,216
|
|
68,618
|
|
Operations and maintenance
|
|
7,695
|
|
6,769
|
|
Depreciation, amortization and accretion
|
|
10,258
|
|
9,216
|
|
Property impairments
|
|
950
|
|
|
|
General and administrative
|
|
3,827
|
|
2,684
|
|
Total operating costs and expenses
|
|
53,946
|
|
87,287
|
|
Operating (loss) income
|
|
(1,598
|
)
|
4,192
|
|
Other income (expense), net
|
|
(2,515
|
)
|
(3,558
|
)
|
Net (loss) income
|
|
(4,113
|
)
|
634
|
|
Less: Noncontrolling partners interest in (loss) income
of Hiland Partners
|
|
(1,214
|
)
|
(206
|
)
|
Limited partners interest in net (loss) income
|
|
$
|
(2,899
|
)
|
$
|
840
|
|
|
|
|
|
|
|
Hiland Partners Operating Data:
|
|
|
|
|
|
Inlet natural gas (Mcf/d)
|
|
276,398
|
|
227,431
|
|
Natural gas sales (MMBtu/d)
|
|
91,912
|
|
85,773
|
|
NGL sales (Bbls/d)
|
|
7,048
|
|
5,272
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Compression revenues and compression segment margin
are the same. There are no compression purchases associated with the
compression segment.
(2)
Reconciliation of total segment margin to
operating income:
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|
|
Three Months Ended March 31,
|
|
|
|
2009
|
|
2008
|
|
|
|
(in thousands)
|
|
Reconciliation of Total Segment Margin to
Operating Income
|
|
|
|
|
|
Operating income
|
|
$
|
(1,598
|
)
|
$
|
4,192
|
|
Add:
|
|
|
|
|
|
Operations and maintenance expenses
|
|
7,695
|
|
6,769
|
|
Depreciation, amortization and accretion
|
|
10,258
|
|
9,216
|
|
Property impairments
|
|
950
|
|
|
|
General and administrative expenses
|
|
3,827
|
|
2,684
|
|
Total segment margin
|
|
$
|
21,132
|
|
$
|
22,861
|
|
Three Months Ended March 31, 2009 Compared
with Three Months Ended March 31, 2008
Revenues.
Total revenues (midstream and compression) were $52.3 million
for the three months ended March 31, 2009 compared to $91.5 million for
the three months ended March 31, 2008, a decrease of $39.1 million, or
42.8%. This $39.1 million decrease was primarily due to significantly
lower average realized natural gas and NGL sales prices for all of our
gathering systems, partially offset by increased natural gas sales volumes of
9,277 MMBtu/d (MMBtu per day) and increased NGL sales volumes of 1,129 Bbls/d
(Bbls per day) related to the Woodford Shale gathering system, increased
natural gas sales volumes of 1,307 MMBtu/d and increased NGL sales volumes of 711
Bbls/d attributable to the Badlands gathering system and increased natural gas
sales volumes of 1,673 MMBtu/d and increased NGL sales volumes of 136 Bbls/d
attributable to the Matli gathering systems for the three months ended March 31,
2009 as compared to the same period in 2008. Revenues from compression
assets were the same for both periods.
Midstream revenues were $51.1 million for the three months ended March 31,
2009 compared to $90.3 million for the three months ended March 31, 2008,
a decrease of $39.1 million, or (43.4%).
Of this $39.1 million decrease in midstream revenues, approximately
$52.7 million was attributable to significantly lower average realized natural
gas and NGL sales prices for all of our gathering systems, partially offset by
approximately $13.6 million attributable to revenues from increased natural gas
and NGL sales volumes at our Woodford Shale, Badlands and Matli gathering
systems for the three months ended March 31, 2009 as compared to the same
period in 2008.
Inlet natural gas was 276,398 Mcf/d (Mcf per day) for the three months
ended March 31, 2009 compared to 227,431 Mcf/d for the three months ended March 31,
2008, an increase of 48,967 Mcf/d, or 21.5%.
This increase is primarily attributable to volume growth at our Woodford
Shale, Badlands, Kinta Area and Matli gathering systems, offset by volume
declines at our Eagle Chief and Worland gathering systems.
Natural gas sales volumes were 91,912 MMBtu/d for the three months
ended March 31, 2009 compared to 85,773 MMBtu/d for the three months ended
March 31, 2008, an increase of 6,139 MMBtu/d, or 7.2%. This 6,139
MMBtu/d net increase in natural gas sales volumes was attributable to increased
natural gas sales volumes at our Woodford Shale, Matli and Badlands gathering
systems, offset by reduced natural gas sales volumes at our Eagle Chief, Kinta
Area and Worland gathering systems.
NGL sales volumes were 7,048 Bbls/d for the three months ended March 31,
2009 compared to 5,272 Bbls/d for the three months ended March 31, 2008, a
net increase of 1,776 Bbls/d, or 33.7%. This 1,776 Bbls/d net increase in
NGL sales volumes is primarily attributable to volume growth at our Woodford
Shale, Badlands and Matli gathering systems, offset by reduced NGL sales
volumes at our Eagle Chief, Bakken and Worland gathering systems.
Average realized natural gas sales prices were $3.68 per MMBtu for the
three months ended March 31, 2009 compared to $7.33 per MMBtu for the
three months ended March 31, 2008, a decrease of $3.65 per MMBtu, or (49.8%).
Average realized NGL sales prices were $0.57 per gallon for the three months
ended March 31, 2009 compared to $1.40 per gallon for the three months
ended March 31, 2008, a decrease of $0.83 per gallon or (59.3%). The
decrease in our average realized natural gas and NGL sales prices was primarily
a result of significantly lower index prices for natural gas and posted prices
for NGLs during the three months ended March 31, 2009 compared to the
three months ended March 31, 2008.
Net cash received from our counterparty on cash flow swap contracts for
natural gas sales and natural gas purchase derivative transactions that closed
during the three months ended March 31, 2009 totaled $2.2 million compared
to $0.2 million for the three months ended March 31, 2008. The $2.2
million gain for the three months ended March 31, 2009 increased averaged
realized natural gas prices to $3.68 per MMBtu from $3.42 per MMBtu, an
increase of $0.26 per MMBtu. The $0.2
million net gain for the three months ended March 31, 2008 increased
averaged realized natural gas prices to $7.33 per MMBtu from $7.31 per MMBtu,
an increase of $0.02 per MMBtu. We had no cash flow swap contracts for NGL
derivatives during the three months ended March 31, 2009. Cash
36
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paid to our
counterparty on cash flow swap contracts for NGL derivative transactions that
closed during the three months ended March 31, 2008 totaled $2.2
million. The $2.2 million loss for the three months ended March 31,
2008 reduced averaged realized NGL prices to $1.40 per gallon from $1.51 per
gallon, a decrease of $0.11 per gallon.
Compression revenues were $1.2 million for the each of the three months
ended March 31, 2009 and 2008.
Midstream Purchases.
Midstream purchases were $31.2 million for the
three months ended March 31, 2009 compared to $68.6 million for the three
months ended March 31, 2008, a decrease of $37.4 million, or
(54.5%). This $37.4 million decrease is primarily due to significantly
reduced natural gas and NGL purchase prices, resulting in decreased midstream
purchases for all of our gathering systems, partially offset by increased
natural gas and NGL volumes purchased at our Woodford Shale, Badlands and Matli
gathering systems.
Midstream Segment Margin.
Midstream segment margin was $19.9 million for
the three months ended March 31, 2009 compared to $21.7 million for the
three months ended March 31, 2008, a decrease of $1.7 million, or
(8.0%). The decrease is primarily due to
unfavorable gross processing spreads and significantly lower average realized
natural gas and NGL prices, partially offset by volume growth at the Woodford
Shale and Badlands gathering systems and approximately $2.3 million of foregone
margin as a result of the nitrogen rejection plant at the Badlands gathering
system being taken out of service due to equipment failure during the three
months ended March 31, 2008. As a
percent of midstream revenues, midstream segment margin was 39.0% for the three
months ended March 31, 2009 compared to 24.0% for the three months ended March 31,
2008, an increase of 15.0%. This 15.0%
increase is primarily attributable to gains on closed/settled derivative
transactions and unrealized non-cash gains on open derivative transactions for
the three months ended March 31, 2009 totaling $2.4 million compared to
net losses of $2.5 million on closed/settled derivative transactions and
unrealized non-cash losses on open derivative transactions for the three months
ended March 31, 2008.
Operations and Maintenance.
Operations and maintenance expense totaled $7.7
million for the three months ended March 31, 2009 compared with $6.8
million for the three months ended March 31, 2008, an increase of $0.9
million, or 13.7%. Of this increase,
$0.7 million was attributable to increased operations and maintenance at the
Badlands gathering system and $0.1 million was attributable to increased
operations and maintenance at the Woodford Shale gathering system.
Depreciation, Amortization and Accretion.
Depreciation, amortization and
accretion expense totaled $10.3 million for the three months ended March 31,
2009 compared with $9.2 million for the three months ended March 31, 2008,
an increase of $1.0 million, or 11.3 %. This $1.0 million increase was
primarily attributable to increased depreciation of $0.4 million on the
Woodford Shale gathering system, $0.3 million on the Kinta Area gathering
system and $0.2 million on the Badlands gathering system.
Property Impairments.
Property impairment expense related to natural
gas gathering systems in Texas and Mississippi totaled $1.0 million for the
three months ended March 31, 2009.
We had no property impairments during the three months ended March 31,
2008.
General and Administrative.
General and administrative expense totaled $3.8
million for the three months ended March 31, 2009 compared with $2.7
million for the three months ended March 31, 2008, an increase of $1.1
million, or 42.6%. Salaries expense increased by $0.2 million as a result of
increased staffing during the three months ended March 31, 2009 as
compared to the three months ended March 31, 2008. Expenses related to the going private
proposals were $0.7 million for the three months ended March 31, 2009.
Other Income (Expense).
Other income (expense) totaled $(2.5) million
for the three months ended March 31, 2009 compared with $(3.6) million for
the three months ended March 31, 2008, a decrease in expense of $1.0 million.
The decrease is primarily attributable lower interest rates incurred during the
three months ended March 31, 2009 compared to interest rates incurred
during the three months ended March 31, 2008, offset by increased interest
expense on additional borrowings related to the construction of the North
Dakota Bakken gathering system.
Noncontrolling Partners Interest in Income (Loss) of Hiland
Partners.
Noncontrolling partners interest in income (loss) of Hiland Partners,
which represents the allocation of Hiland Partners earnings or (loss) to its
limited partner interests not owned by Hiland Holdings, totaled $0.8 million
for the three months ended March 31, 2009 compared to $0.2 million for the
three months ended March 31, 2008, an increased (loss) of $0.6 million.
LIQUIDITY AND CAPITAL RESOURCES
U.S. Natural Gas, Crude Oil and NGL Supplies and
Outlook
The domestic and global recession and resulting drop in demand for
natural gas, crude oil and NGL products continues to significantly impact the
price for natural gas, crude oil and NGLs. Natural gas prices have continued to
decline significantly since the peak NYMEX Henry Hub last day settle price of
$13.11/MMBtu in July 2008 to the NYMEX Henry Hub last day settle price of
$3.32
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in May 2009,
a 74.7% decline. WTI crude oil pricing
has declined from a peak of $134.62/bbl in July 2008 to $33.87/Bbl in January 2009,
a 74.8% decline. NGL basket pricing
correlates to WTI crude oil pricing. NGL prices have dropped dramatically since
the peak NGL basket pricing of $2.21/gallon in June 2008 to a March 2009
NGL basket pricing of $0.70/gallon, a 68.3% decline. Forward curves for natural gas, crude oil and
NGL basket pricing reflect continued reductions in demand for natural gas,
crude oil and NGL products. We believe
that current natural gas, crude oil and NGL prices will continue to result in
reduced drilling activity as producers seek to decrease their level of natural
gas and crude oil production. We also believe the decreased drilling activity
will persist until the economic environment in the United States improves and
increases the demand for natural gas, crude oil and NGLs.
A number of the areas in which Hiland Partners operates are
experiencing a significant decline in drilling activity as a result of the
recent dramatic decline in natural gas and crude oil prices. While Hiland Partners anticipates continued
exploration and production activities in the areas in which it operates, albeit
at depressed levels, fluctuations in energy prices can greatly affect
production rates and investments by third parties in the development of natural
gas and oil reserves. Drilling activity
generally decreases as natural gas and oil prices decrease. Hiland Partners has no control over the level
of drilling activity in the areas of its operations.
Disruption to
Functioning of Capital Markets
Multiple events during 2008 and 2009 involving numerous financial
institutions have effectively restricted current liquidity within the capital
markets throughout the United States and around the world. Despite efforts by
treasury and banking regulators in the United States, Europe and other nations
around the world to provide liquidity to the financial sector, capital markets
currently remain constrained. We expect that our ability to issue debt and
equity at prices that are similar to offerings in recent years will be limited
over the next three to six months and possibly longer should capital markets
remain constrained. Although we intend to move forward with our planned
internal growth projects, we may revise the timing and scope of these projects
as necessary to adapt to existing economic conditions and the benefits expected
to accrue to our unitholders from our expansion activities may be muted by
substantial cost of capital increases during this period.
Overview
Due to the recent decline in natural gas and NGL prices, Hiland Partners
believes that its cash generated from operations will decrease for the
remainder of 2009 relative to comparable periods in 2008. Hiland Partners
senior secured revolving credit facility requires it to meet certain financial
tests, including a maximum consolidated funded debt to EBITDA covenant ratio of
4.0:1.0 as of the last day of any fiscal quarter; provided that in the event
that Hiland Partners makes certain permitted acquisitions or capital
expenditures, this ratio may be increased to 4.75:1.0 for the three fiscal
quarters following the quarter in which such acquisition or capital expenditure
occurs. Hiland Partners met the permitted capital expenditure requirements for
the four quarter period ended March 31, 2009 and elected to increase the
ratio to 4.75:1.0 on March 31, 2009. During this step-up period, the
applicable margin with respect to loans under the credit facility increases by
35 basis points per annum and the unused commitment fee increases by 12.5 basis
points per annum. Unless this ratio is amended, Hiland Partners debt is
restructured or Hiland Partners receives an infusion of equity capital,
management expects that Hiland Partners will be in violation of the maximum
funded debt to EBITDA covenant ratio contained in its senior secured revolving
credit facility as early as the second quarter of 2009. Management has initiated discussions with certain
lenders under Hiland Partners credit facility as to potential ways to address
the expected covenant violation. While no potential solution has been agreed
to, Hiland Partners would expect that any solution would likely require the
assessment of fees and increased rates, the infusion of additional equity
capital or the incurrence of subordinated indebtedness by Hiland Partners, and
the suspension of distributions for a certain period of time. There can be no
assurance that any such agreement will be reached with the lenders or that any required
equity or debt financing will be available to Hiland Partners.
We rely on distributions from Hiland Partners to fund cash requirements
for our operations. Cash generated from operations, borrowings under Hiland
Partners credit facility and funds from private or public equity and future
debt offerings have historically been Hiland Partners primary sources of
liquidity. We believe that funds from these sources should be sufficient to
meet both Hiland Partners short-term working capital requirements and its
long-term capital expenditure requirements. Hiland Partners ability to pay
distributions to unitholders, to fund planned capital expenditures and to make
acquisitions depends upon Hiland Partners future operating performance and,
more broadly, on the availability of equity and debt financing, which will be
affected by prevailing economic conditions in Hiland Partners industry and
financial, business and other factors, many of which are beyond Hiland Partners
control. Due to (i) the impact of lower commodity prices and drilling
activity on Hiland Partners current and projected throughput volumes,
midstream segment margin and cash flows; (ii) future required levels of
capital expenditures; (iii) the level of Hiland Partners indebtedness
relative to its projections and (iv) managements expectation that Hiland
Partners will be in violation of the maximum funded debt to EBITDA covenant
ratio contained in its senior secured credit facility at the end of the second
quarter of 2009 unless the ratio is amended, Hiland Partners debt is
restructured or Hiland Partners receives an infusion of equity capital, on April 27,
2009, Hiland Partners announced the suspension of quarterly cash distributions
on common and subordinated units beginning with the first quarter distribution
of 2009.
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Cash
Flows from Operating Activities
Cash flows from operating activities decreased by $0.6 million to $10.2
million for the three months ended March 31, 2009 from $10.7 million for
the three months ended March 31, 2008. During the three months ended
March 31, 2009 we received cash flows from customers of approximately
$58.6 million attributable to significantly lower average realized natural gas
and NGL sales prices, partially offset by increased natural gas and NGLs
volumes, made cash payments to our suppliers and employees of approximately
$46.0 million and made payments of interest expense of $2.5 million, net of
amounts capitalized, resulting in cash received from operating activities of
$10.2 million. During the same three
month period in 2008, we received cash flows from customers of approximately
$85.2 million attributable to increased natural gas and NGL volumes and
significantly higher average realized natural gas and NGL sales prices, made
cash payments to our suppliers and employees of approximately $71.3 million and
made payments of interest expense of $3.2 million, net of amounts capitalized,
resulting in cash received from operating activities of $10.7 million.
Changes in cash receipts and payments are primarily due to the timing
of collections at the end of our reporting periods. Hiland Partners collects
and pays large receivables and payables at the end of each calendar month. The
timing of these payments and receipts may vary by a day or two between
month-end periods and cause fluctuations in cash received or paid. Working
capital items, exclusive of cash, provided $2.9 million of cash flows from
operating activities during the three months ended March 31, 2009. Working
capital items, exclusive of cash, was insignificant for the three months ended March 31,
2008.
Net loss for the three months ended March 31, 2009 was $(2.3)
million, a decrease of $3.2 million from a net income of $0.8 million for the
three months ended March 31, 2008. Depreciation and amortization
increased by $1.0 million to $10.2 million for the three months ended March 31,
2009 from $9.2 million for the three months ended March 31, 2008.
Cash
Flows Used for Investing Activities
Cash flows used for investing activities, which represent investments
in property and equipment increased by $5.3 million to $15.7 million for the
three months ended March 31, 2009 from $10.4 million for the three months
ended March 31, 2008 primarily due to cash flows invested relating to the
ongoing construction of the North Dakota Bakken gathering system.
Cash
Flows from Financing Activities
Cash flows from financing activities increased to $7.9 million for the
three months ended March 31, 2009 from $0.5 million for the three months
ended March 31, 2008, an increase of $7.3 million. During the three months
ended March 31, 2009, Hiland Partners borrowed $12.0 million under its
credit facility to fund its internal expansion projects and made $0.2 million
payments on capital lease obligations. During the three months ended March 31,
2009, we made distributions of $2.2 million to our unitholders and Hiland
Partners distributed $1.8 million to the noncontrolling partners interest
in Hiland Partners.
During the three months ended March 31, 2008, Hiland Partners
borrowed $9.0 million under its credit facility to fund its internal expansion
projects and received $0.6 million from issuing Hiland Partners common units as
a result of the exercise of 22,039 vested unit options. During the three
months ended March 31, 2008, Hiland Partners incurred debt issuance costs
of $0.3 million associated with the fourth amendment to its credit facility
amended in February 2008 and made $0.1 million payments on capital lease obligations.
During the three months ended March 31, 2008, we made a distribution of
$5.5 million to our unitholders and Hiland Partners distributed
$3.1 million to the noncontrolling partners interest in Hiland Partners.
Capital
Requirements
Hiland Partners midstream energy business is capital intensive,
requiring significant investment to maintain and upgrade existing operations.
Hiland Partners capital requirements have consisted primarily of, and we
anticipate will continue to be:
·
|
maintenance capital
expenditures, which are capital expenditures made to replace partially or
fully depreciated assets to maintain the existing operating capacity of
Hiland Partners assets and to extend their useful lives, or other capital
expenditures that are incurred in maintaining existing system volumes and
related cash flows; and
|
|
|
·
|
expansion
capital expenditures such as those to acquire additional assets to grow
Hiland Partners business, to expand and upgrade gathering systems,
processing plants, treating facilities and fractionation facilities and to
construct or acquire similar systems or facilities.
|
We believe that cash generated from the operations of Hiland Partners
business will be sufficient to meet its anticipated maintenance capital
expenditures for the next twelve months. Given Hiland Partners long-term
objective of growth through acquisitions and expansions, Hiland Partners
anticipates that it will continue to invest significant amounts of capital to
grow and acquire assets. Hiland Partners actively considers a variety of assets
for potential acquisitions. We anticipate that its expansion capital
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expenditures will
be funded through long-term borrowings or other debt financings and/or equity
offerings. See Credit Facility below for information related to our credit
agreements.
North
Dakota Bakken
Hiland Partners North Dakota Bakken gathering system presently
consists of a 47-mile gathering system located in northwestern North Dakota
that will gather natural gas associated with crude oil produced from the Bakken
shale and Three Forks/Sanish formations. The gathering system, associated
compression and treating facilities and a processing plant are currently under
construction and are expected to become fully operational in the second quarter
of 2009. Construction of the processing
plant and gathering system commenced in October 2008. Portions of the processing plant and
gathering system became operational in April 2009. As of March 31, 2009, Hiland Partners
has invested approximately $18.9 million in the project.
Financial
Derivatives and Commodity Hedges
Hiland Partners has entered into certain financial derivative
instruments that are classified as cash flow hedges in accordance with SFAS 133
and relate to forecasted sales in 2009 and 2010. Hiland Partners entered into
these financial swap instruments to hedge the forecasted natural gas sales
against the variability in expected future cash flows attributable to changes
in commodity prices. Under these swap agreements, Hiland Partners receives a
fixed price and pays a floating price based on certain indices for the relevant
contract period as the underlying natural gas is sold.
The following table provides information about Hiland Partners
commodity based derivative instruments at March 31, 2009:
|
|
|
|
Average
|
|
|
|
|
|
|
|
Fixed
|
|
Fair Value
|
|
Description and Production Period
|
|
Volume
|
|
Price
|
|
Asset
|
|
|
|
(MMBtu)
|
|
(per MMBtu)
|
|
|
|
Natural Gas - Sold Fixed for Floating Price Swaps
|
|
|
|
|
|
|
|
April 2009 - March 2010
|
|
2,136,000
|
|
$
|
7.55
|
|
$
|
8,852
|
|
April 2010 - December 2010
|
|
1,602,000
|
|
$
|
8.31
|
|
5,869
|
|
|
|
|
|
|
|
$
|
14,721
|
|
Hiland Partners has entered into a financial derivative instrument that
is classified as a cash flow hedge in accordance with SFAS 133 and relates to
forecasted interest payments under its credit facility in 2009. Hiland Partners entered into this financial
swap instrument to hedge forecasted interest payments against the variable interest
payments under its credit facility.
Under this contractual swap agreement, Hiland Partners pays a fixed
interest rate and receives a floating rate based on one month LIBOR on the
notional amount for the contract period. The following table provides
information about Hiland Partners interest rate swap at March 31, 2009 for
the periods indicated:
|
|
|
|
|
|
Fair Value
|
|
|
|
Notional
|
|
Interest
|
|
Asset
|
|
Description and Period
|
|
Amount
|
|
Rate
|
|
(Liability)
|
|
Interest Rate Swap
|
|
|
|
|
|
|
|
April 2009 - December 2009
|
|
$
|
100,000
|
|
2.245
|
%
|
$
|
(1,210
|
)
|
|
|
|
|
|
|
|
|
|
|
Off-Balance
Sheet Arrangements
Neither we nor Hiland Partners had any significant off-balance sheet
arrangements as of March 31, 2009.
Available
Credit
Credit markets in the United States and around the world remain
constrained due to a lack of liquidity and confidence in a number of financial
institutions. Investors continue to seek perceived safe investments in
securities of the United States government rather than corporate issues. Hiland
Partners may at times experience difficulty accessing the long-term credit
markets due to prevailing market conditions. Additionally, existing constraints
in the credit markets may increase the rates Hiland Partners is charged for
utilizing these markets.
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Table of Contents
Credit
Facilities
Hiland
Holdings Credit Facility
On September 25, 2006, concurrently with the closing of our
initial public offering, Hiland Holdings entered into a three-year $25.0 million
secured revolving credit facility. The credit facility will permit us, if
certain conditions are met, to increase borrowing capacity by up to an
additional $25.0 million. The credit facility is secured by all of our
ownership interests in Hiland Partners and its general partner, other than the
2% general partner interest and the incentive distribution rights.
The credit facility will mature on September 25, 2009, at which
time all outstanding amounts thereunder become due and payable.
Indebtedness under the credit facility will bear interest, at our
option, at either: (i) an Alternate Base Rate plus an applicable margin
ranging from 100 to 150 basis points per annum or (ii) LIBOR plus an
applicable margin ranging from 200 to 250 basis points per annum in each case
based on our ratio of consolidated funded debt to EBITDA. The Alternate Base
Rate is equal to the greatest of: (a) the prime rate in effect on such
day, (b) the base CD rate in effect on such day plus 1.50% and (c) the
federal funds effective rate in effect on such day plus 1/2 of 1%. We have
elected for the indebtedness to bear interest at LIBOR plus the applicable
margin. A letter of credit fee will be payable for the aggregate amount of
letters of credit issued under the credit facility at a percentage per annum
equal to 2.0%. A commitment fee ranging from 25 to 50 basis points per annum
based on our ratio of consolidated funded debt to EBITDA will be payable on the
average daily unused portion of the credit facility for the quarter most
recently ended. At March 31, 2009, the interest rate on outstanding
borrowings from our credit facility was 2.55%.
The credit facility contains several covenants that, among other
things, require the maintenance of two financial performance ratios, restrict
the payment of distributions to unitholders, and require financial reports to
be submitted periodically to the financial institutions.
The credit facility also contains covenants requiring a maximum
consolidated funded debt to EBITDA ratio of 3.0:1.0 for the four fiscal
quarters most recently ended and a minimum interest coverage ratio of 3.0:1.0.
The amount we may borrow under the credit facility is limited to the
lesser of: (i) 50% of the sum of the value of the Hiland Partners common
and subordinated units and certain other assets held by us and certain of our
subsidiaries at the end of each fiscal quarter and (ii) the maximum
available amount of the credit facility (currently $25.0 million). For purposes
of this calculation, the value of (i) the Hiland Partners common units on
any date shall be the closing price for such units as reflected on the NASDAQ
National Market on any date and (ii) the Hiland Partners subordinated
units on any date shall be deemed to equal 85% of the value of the Hiland Partners
common units on such date. At March 31, 2009, the borrowing base was $19.8
million.
The credit facility prohibits us from making distributions to
unitholders if any default or event of default, as defined in the credit
facility, has occurred and is continuing or would result from such
distributions. In addition, the credit facility contains various covenants that
limit, among other things, subject to certain exceptions and negotiated baskets,
our ability to incur indebtedness, grant liens, enter into agreements
restricting our ability to grant liens on our assets or amend the credit
facility, make certain loans, acquisitions and investments or enter into a
merger, consolidation or sale of assets.
The credit facility limits distributions to our unitholders to our
available cash, as defined in our partnership agreement. Restricted payments
under the credit facility are subject to an annual clean-down period of 15
consecutive days in which the amount outstanding that relates to funding the
restricted payments under the credit facility must be reduced to zero.
As of March 31, 2009, we had $0.7 million outstanding under
this credit facility and were in compliance with our financial covenants. The
outstanding $0.7 million, which matures on September 25, 2009, is
included in accrued liabilities and other in the balance sheet.
Hiland Partners Credit Facility
Hiland Partners borrowing capacity under its senior secured revolving
credit facility, as amended, is $300 million consisting of a $291 million senior
secured revolving credit facility to be used for funding acquisitions and other
capital expenditures, issuance of letters of credit and general corporate
purposes (the Acquisition Facility) and a $9.0 million senior secured
revolving credit facility to be used for working capital and to fund
distributions (the Working Capital Facility).
In addition, Hiland Partners senior secured revolving credit facility
provides for an accordion feature, which permits Hiland Partners, if certain
conditions are met, to increase the size of the Acquisition Facility by up to
$50 million and allows for the issuance of letters of credit of up to
$15 million in the aggregate. The senior secured revolving credit facility
also requires Hiland Partners to meet certain financial tests, including a
maximum consolidated funded debt to EBITDA ratio of 4.0:1.0 as of the last day
of any fiscal quarter; provided that in the event that Hiland Partners makes
certain permitted acquisitions or capital expenditures, this ratio may be
increased to 4.75:1.0 for the three fiscal quarters following the quarter in
which such acquisition or capital expenditure occurs; and a
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Table of
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minimum interest
coverage ratio of 3.0:1.0. The credit
facility will mature in May 2011. At that time, the agreement will
terminate and all outstanding amounts thereunder will be due and payable.
Due to the recent decline in natural gas and NGL prices, Hiland
Partners believes that its cash generated from operations will decrease for the
remainder of 2009 relative to comparable periods in 2008. Hiland Partners
senior secured revolving credit facility requires it to meet certain financial
tests, including a maximum consolidated funded debt to EBITDA covenant ratio of
4.0:1.0 as of the last day of any fiscal quarter; provided that in the event
that Hiland Partners makes certain permitted acquisitions or capital
expenditures, this ratio may be increased to 4.75:1.0 for the three fiscal
quarters following the quarter in which such acquisition or capital expenditure
occurs. Hiland Partners met the permitted capital expenditure requirements for
the four quarter period ended March 31, 2009 and elected to increase the
ratio to 4.75:1.0 on March 31, 2009. During this step-up period, the
applicable margin with respect to loans under the credit facility increases by
35 basis points per annum and the unused commitment fee increases by 12.5 basis
points per annum. Unless this ratio is amended, Hiland Partners debt is
restructured or Hiland Partners receives an infusion of equity capital,
management expects that Hiland Partners will be in violation of the maximum
funded debt to EBITDA covenant ratio contained in its senior secured revolving
credit facility as early as the second quarter of 2009. Management has initiated discussions with
certain lenders under Hiland Partners credit facility as to potential ways to
address the expected covenant violation. While no potential solution has been
agreed to, Hiland Partners would expect that any solution would likely require
the assessment of fees and increased rates, the infusion of additional equity
capital or the incurrence of subordinated indebtedness by Hiland Partners, and
the suspension of distributions for a certain period of time. There can be no
assurance that any such agreement will be reached with the lenders or that any
required equity or debt financing will be available to Hiland Partners.
Upon the occurrence of an event of default defined in the credit
facility, the lenders may, among other things, be able to accelerate the
maturity of the credit facility and exercise other rights and remedies as set
forth in the credit facility.
Hiland Partners obligations under the credit facility are secured by
substantially all of its assets and guaranteed by Hiland Partners and all of
its subsidiaries, other than Hiland Operating, LLC, its operating company,
which is the borrower under the credit facility.
Indebtedness under the credit facility will bear interest, at Hiland
Partners option, at either; (i) an Alternate Base Rate plus an applicable
margin ranging from 50 to 125 basis points per annum or (ii) LIBOR plus an
applicable margin ranging from 150 to 225 basis points per annum based on
Hiland Partners ratio of consolidated funded debt to EBITDA. The Alternate
Base Rate is a rate per annum equal to the greatest of (a) the Prime Rate
in effect on such day, (b) the base CD rate in effect on such day plus
1.50% and (c) the Federal Funds effective rate in effect on such day plus
½ of 1%. Hiland Partners has elected for the indebtedness to bear interest at
LIBOR plus the applicable margin. A
letter of credit fee will be payable for the aggregate amount of letters of
credit issued under the credit facility at a percentage per annum equal to
1.0%. An unused commitment fee ranging from 25 to 50 basis points per annum
based on Hiland Partners ratio of consolidated funded debt to EBITDA will be
payable on the unused portion of the credit facility. During the step-up
period, the applicable margin with respect to loans under the credit facility
will be increased by 35 basis points per annum and the unused commitment fee
will be increased by 12.5 basis points per annum. At March 31, 2009, the interest rate on
outstanding borrowings from Hiland Partners credit facility was 3.15%.
Hiland Partners is subject to interest rate risk on its credit facility
and has entered into an interest rate swap to reduce this risk. See Note 5
Derivatives for a discussion of Hiland Partners interest rate swap.
The credit facility prohibits Hiland Partners from making distributions
to unitholders if any default or event of default, as defined in the credit
facility, has occurred and is continuing or would result from such
distributions. In addition, the credit facility contains various covenants that
limit, among other things, subject to certain exceptions and negotiated baskets,
Hiland Partners ability to incur indebtedness, grant liens, make certain
loans, acquisitions and investments, make any material changes to the nature of
its business, amend its material agreements, including the Omnibus Agreement or
enter into a merger, consolidation or sale of assets.
The credit facility defines EBITDA as Hiland Partners consolidated net
income (loss), plus income tax expense, interest expense, depreciation,
amortization and accretion expense, amortization of intangibles and
organizational costs, non-cash unit based compensation expense, and adjustments
for non-cash gains and losses on specified derivative transactions and for
other extraordinary items.
The credit facility limits distributions to Hiland Partners
unitholders to available cash, as defined by the agreement, and borrowings to
fund such distributions are only permitted under the revolving working capital
facility. The revolving working capital facility is subject to an annual clean-down
period of 15 consecutive days in which the amount outstanding under the revolving
working capital facility is reduced to zero.
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As of March 31, 2009, Hiland Partners had $264.1 million outstanding
under the credit facility and was in compliance with its financial covenants.
Impact of Inflation
Inflation in the United
States has been relatively low in recent years and did not have a material
impact on our results of operations for the periods presented.
Recent Accounting Pronouncements
On April 1, 2009, the Financial Accounting Standards Board (FASB)
issued Staff Position No. FAS 141(R)-1, Accounting for Assets Acquired
and Liabilities Assumed in a Business Combination That Arise from Contingencies
(FSP141(R)-1). FSP 141(R)-1 amends and
clarifies SFAS 141, revised 2007, Business Combinations to address
application issues on initial and subsequent recognition, measurement,
accounting and disclosure of assets and liabilities arising from contingencies
in a business combination. FSP 141(R)-1
is effective for assets and liabilities arising from contingencies in business
combinations for which the acquisition date is on or after the first annual
reporting period beginning on or after December 15, 2008. FSP 141(R)-1 was
adopted effective January 1, 2009 and did not have a material impact on
our financial statements and disclosures therein.
On April 25, 2008, the FASB issued Staff Position No. FAS
142-3, Determination of the Useful Life
of Intangible Assets (FSP 142-3).
FSP 142-3 amends the factors that an entity should consider in
developing renewal or extension assumptions used in determining the useful life
of recognized intangible assets under FASB Statement No. 142 (SFAS 142), Goodwill and Other Intangible Assets.
In determining the useful life of an acquired intangible asset, FSP 142-3
removes the requirement from SFAS 142 for an entity to consider whether renewal
of the intangible asset requires significant costs or material modifications to
the related arrangement. FSP 142-3 also replaces the previous useful life
assessment criteria with a requirement that an entity considers its own
experience in renewing similar arrangements. If the entity has no relevant
experience, it would consider market participant assumptions regarding
renewal. FSP 142-3 was adopted effective January 1, 2009 and will
apply to future business combinations.
On March 19, 2008, the FASB issued SFAS No. 161, Disclosures
about Derivative Instruments and Hedging Activities, an amendment of SFAS 133
(SFAS 161). SFAS 161 is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entitys derivative
instruments and hedging activities and their effects on the entitys financial
position, financial performance, and cash flows. SFAS 161 is effective
prospectively for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application
encouraged. SFAS 161 encourages, but does not require, comparative disclosures
for periods prior to its initial adoption. SFAS 161 amended the qualitative and
quantitative disclosure requirements for derivative instruments and hedging
activities set forth in SFAS 133 and generally increased the level of
aggregation/disaggregation required in an entitys financial statements. SFAS
161 was adopted effective January 1, 2009 and did not have a material
impact on our financial statements and disclosures therein.
On March 12, 2008, the Emerging Issues Task Force (EITF) reached
consensus opinion on EITF Issue 07-4, Application of the two-class method
under FASB Statement No. 128, Earnings per Share, to Master Limited
Partnerships (EITF 07-4), which the FASB ratified at its March 26, 2008
meeting. EITF 07-4 requires the
calculation of a Master Limited Partnerships (MLPs) net earnings per limited
partner unit for each period presented according to distributions declared and
participation rights in undistributed earnings as if all of the earnings for
that period had been distributed. In periods with undistributed earnings above
specified levels, the calculation per the two-class method results in an
increased allocation of such undistributed earnings to the general partner and
a dilution of earnings to the limited partners.
EITF 07-4 is effective for fiscal years beginning after December 15,
2008, and is to be applied retrospectively to all periods presented. EITF 07-4 was adopted effective January 1,
2009 and did not have a significant impact on our financial statements and
disclosures therein.
In December 2007, the FASB issued SFAS No. 141(R), Business
Combinations (SFAS 141(R)). SFAS 141(R) amends and replaces SFAS 141,
but retains the fundamental requirements in SFAS 141 that the purchase method
of accounting be used for all business combinations and an acquirer be
identified for each business combination. SFAS 141(R) provides for how the
acquirer recognizes and measures the identifiable assets acquired, liabilities
assumed and any noncontrolling interest in the acquiree. SFAS 141(R) provides
for how the acquirer recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase. SFAS 141(R) also
determines what information to disclose to enable users to be able to evaluate
the nature and financial effects of the business combination. The provisions of
SFAS 141(R) apply prospectively to business combinations for which
the acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. SFAS 141(R) was
adopted effective January 1, 2009 and will apply to future business
combinations.
In February 2007, the FASB issued SFAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities (SFAS 159). SFAS
159 expands opportunities to use fair value measurement in financial reporting
and permits entities to choose to measure many financial instruments and
certain other items at fair value. SFAS 159 is effective for fiscal years
beginning after
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November 15,
2007. SFAS 159 was adopted effective January 1, 2008, at which time no
financial assets or liabilities, not previously required to be recorded at fair
value by other authoritative literature, were designated to be recorded at fair
value. As such, the adoption of SFAS 159
did not have any impact on our financial position, results of operations or
cash flows.
In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements (SFAS 157). SFAS 157
defines fair value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants
at the measurement date, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP) such as fair value hierarchy
used to classify the source of information used in fair value measurements
(i.e., market based or non-market based) and expands disclosure about fair
value measurements based on their level in the hierarchy. SFAS 157 applies to derivatives and other
financial instruments, which SFAS 133 requires be measured at fair value at
initial recognition and for all subsequent periods. SFAS 157 establishes a fair
value hierarchy which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value.
SFAS 157s hierarchy defines three levels of inputs that may be used to measure
fair value. Level 1 refers to assets that have observable market prices, level
2 assets do not have an observable price but do have inputs that are based on
such prices in which components have observable data points and level 3 refers
to assets in which one or more of the inputs do not have observable prices and
calibrated model parameters, valuation techniques or managements assumptions
are used to derive the fair value. SFAS 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007 and
interim periods within those fiscal years. We elected to implement SFAS 157
prospectively in the first quarter of 2008 with the one-year deferral permitted
by FASB Staff Position (FSP) 157-2 for nonfinancial assets and
nonfinancial liabilities measured at fair value, except those that are
recognized or disclosed on a recurring basis (at least annually). The deferral
applies to nonfinancial assets and liabilities measured at fair value in a
business combination; impaired properties, plants and equipment; intangible
assets and goodwill; and initial recognition of asset retirement obligations
and restructuring costs for which we use fair value. SFAS 157 was adopted
effective January 1, 2009 and did not have a material impact on our
financial statements.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements an amendment of ARB No. 51
(SFAS 160). SFAS 160 establishes accounting and reporting standards that
require the ownership interests in subsidiaries held by parties other than the
parent (minority interest) be clearly identified, labeled and presented in the
consolidated balance sheet within equity, but separate from the parents
equity. SFAS 160 requires the equity amount of consolidated net income
attributable to the parent and to the noncontrolling interest be clearly
identified and presented on the face of the consolidated income statement and
that changes in a parents ownership interest while the parent retains its
controlling financial interest in its subsidiary be accounted for consistently
and similarly as equity transactions. Consolidated net income and comprehensive
income are now determined without deducting minority interest; however,
earnings-per-share information continues to be calculated on the basis of the
net income attributable to the parents shareholders. Additionally, SFAS 160 establishes a single
method for accounting for changes in a parents ownership interest in a
subsidiary that does not result in deconsolidation and that the parent
recognize a gain or loss in net income when a subsidiary is
deconsolidated. SFAS 160 is effective
for fiscal years beginning on or after December 15, 2008. SFAS 160 was
adopted effective January 1, 2009 and did not have a material impact on
our financial position, results of operations or cash flows.
Certain adjustments have been made to prior period information to
conform to current period presentation related to our adoption of SFAS 160,
which establishes new accounting and reporting standards for the noncontrolling
partners interest in Hiland Partners. Specifically, SFAS 160 requires
the recognition of a noncontrolling interest (minority interests) as equity in
the consolidated financial statements and separate from our limited partners
equity. The amount of net income attributable to the noncontrolling
interest will now be included in consolidated net income on the face of the
statement of operations. SFAS 160 also includes expanded disclosure
requirements regarding our limited partners interest and the noncontrolling
partners interest. The adoption of SFAS 160 on January 1, 2009 did
not have a significant impact on our financial position, results of operations
or cash flows. However, it did result in certain changes to our financial
statement presentation, including the change in classification of
noncontrolling interest (minority interests) from liabilities to equity on the
consolidated balance sheet.
Upon adoption of SFAS 160 effective January 1, 2009, we
reclassified $125,851 from minority interests liabilities to noncontrolling
partners interest in Hiland Partners, of which $123,729 is a separate
component of equity and $2,122 is an increase to accumulated other
comprehensive income, also a component of equity, in our consolidated balance
sheet as of December 31, 2008. In addition, we reclassified $209 of
minority interest in loss of Hiland Partners to net loss attributable to
noncontrolling partners interest in loss of Hiland Partners in our
consolidated statement of operations for the three months ended March 31,
2008. Net income per limited partner unit has not been affected as a
result of the adoption of SFAS 160.
Significant
Accounting Policies and Estimates
The selection and application of
accounting policies is an important process that has developed as our business
activities have evolved and as the accounting rules have developed.
Accounting rules generally do not involve a selection among alternatives, but
involve the implementation and interpretation of existing rules, and the use of
judgment applied to the specific set of circumstances existing in our
business. We make every effort to properly comply with all applicable
rules on or before their adoption, and we believe the proper implementation and
consistent application of the accounting rules are critical.
There have been no material changes in our
significant accounting policies and estimates during the three months ended
March 31, 2009. See our disclosure
of significant accounting policies and estimates in Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations on
our Annual Report on Form 10-K for the year ended December 31, 2008, filed
with the SEC on March 9, 2009.
Item
3. Quantitative and Qualitative
Disclosures about Market Risk
Market risk is the risk of loss arising from adverse changes in market
rates and prices. The principal market risk to which Hiland Partners is exposed
is commodity price risk for natural gas and NGLs. Hiland Partners also incurs,
to a lesser extent, risks related to interest rate fluctuations. Hiland
Partners does not engage in commodity energy trading activities.
44
Table of
Contents
Commodity Price Risks.
Hiland Partners profitability is affected by
volatility in prevailing NGL and natural gas prices. Historically, changes in
the prices of most NGL products have generally correlated with changes in the
price of crude oil. NGL and natural gas prices are volatile and are impacted by
changes in the supply and demand for NGLs and natural gas, as well as market
uncertainty. Hiland Partners cash flow is affected by the volatility of
natural gas and NGL product prices, which could adversely affect our ability to
make distributions to unitholders. To illustrate the impact of changes in
prices for natural gas and NGLs on our operating results, we have provided the
table below, which reflects, for the three months ended March 31, 2009 and
March 31, 2008, respectively, the impact on our midstream segment margin
of a $0.01 per gallon change (increase or decrease) in NGL prices coupled with
a $0.10 per MMBtu change (increase or decrease) in the price of natural gas.
|
|
Natural Gas Price Change ($/MMBtu)
Three Months Ended March 31,
|
|
|
|
2009
|
|
2008
|
|
|
|
$0.10
|
|
$(0.10)
|
|
$0.10
|
|
$(0.10)
|
|
NGL Price Change ($/gal)
|
|
|
|
|
|
|
|
|
|
$0.01
|
|
$
|
173,000
|
|
$
|
186,000
|
|
$
|
144,000
|
|
$
|
113,000
|
|
$(0.01)
|
|
$
|
(125,000
|
)
|
$
|
(172,000
|
)
|
$
|
(112,000
|
)
|
$
|
(144,000
|
)
|
The increase in commodity exposure is the result of increased natural
gas and NGL product volumes during the three months ended March 31, 2009
compared to the three months ended March 31, 2008 and the increased
exposure to NGL product prices in 2009 as the result of no NGL hedging
contracts in 2009. The magnitude of the impact on total segment margin of
changes in natural gas and NGL prices presented may not be representative of
the magnitude of the impact on total segment margin for different commodity
prices or contract portfolios. Natural gas and crude oil prices can also affect
our profitability indirectly by influencing the level of drilling activity and
related opportunities for our services.
We manage this commodity price exposure through an integrated strategy
that includes management of our contract portfolio, optimization of our assets
and the use of derivative contracts. As a result of these derivative swap
contracts, we have hedged a portion of our expected exposure to natural gas
prices in 2009 and 2010. We continually monitor our hedging and contract
portfolio and expect to continue to adjust our hedge position as conditions
warrant. The following table provides information about our commodity-based
derivative instruments at March 31, 2009 for the periods indicated:
|
|
|
|
Average
|
|
|
|
|
|
|
|
Fixed
|
|
Fair Value
|
|
Description and Production Period
|
|
Volume
|
|
Price
|
|
Asset
|
|
|
|
(MMBtu)
|
|
(per MMBtu)
|
|
|
|
Natural Gas - Sold Fixed for Floating Price Swaps
|
|
|
|
|
|
|
|
April 2009 - March 2010
|
|
2,136,000
|
|
$
|
7.55
|
|
$
|
8,852
|
|
April 2010 - December 2010
|
|
1,602,000
|
|
$
|
8.31
|
|
5,869
|
|
|
|
|
|
|
|
$
|
14,721
|
|
Interest Rate Risk.
We have elected for the indebtedness to
bear interest at LIBOR plus the applicable margin. We are exposed to changes in
the LIBOR rate as a result of our credit facility and Hiland Partners credit
facility, which is subject to floating interest rates. On October 7,
2008, Hiland Partners entered into a floating-to-fixed
interest rate swap agreement with an investment grade counterparty
whereby Hiland Partners pays a monthly fixed interest rate of 2.245% and
receives a monthly variable rate based on the one month posted LIBOR interest
rate on a notional amount of $100.0 million.
This swap agreement was effective on January 2, 2009 and terminates
on January 1, 2010. As of March 31,
2009, Hiland Partners had approximately $264.1 million of indebtedness
outstanding under its credit facility, of which $164.1 million is exposed to changes
in the LIBOR rate. The impact of a 100 basis point increase in interest rates
on the amount of current debt exposed to variable interest rates would for the
remainder of 2009, result in an increase in annualized interest expense and a
corresponding decrease in annualized net income of approximately $1.2 million.
The following
table provides information about Hiland Partners interest rate swap at March 31,
2009 for the periods indicated:
|
|
|
|
|
|
Fair Value
|
|
|
|
Notional
|
|
Interest
|
|
Asset
|
|
Description and Period
|
|
Amount
|
|
Rate
|
|
(Liability)
|
|
Interest Rate Swap
|
|
|
|
|
|
|
|
April 2009 - December 2009
|
|
$
|
100,000
|
|
2.245
|
%
|
$
|
(1,210
|
)
|
|
|
|
|
|
|
|
|
|
|
Credit Risk.
Counterparties pursuant to the terms of their contractual obligations expose
Hiland Partners to potential losses as a result of nonperformance. Hiland
Partners three largest customers for the three months ended March 31,
2009 accounting for approximately 19%, 17% and 12%, respectively, of revenues.
Consequently, changes within one or more of these companies operations have
the potential to impact, both positively and negatively, our credit exposure
and make us subject to risks of loss resulting from nonpayment or
nonperformance by these or any of Hiland Partners other customers. Any
material nonpayment or
45
Table of
Contents
nonperformance by
its key customers could materially and adversely affect our business, financial
condition or results of operations and reduce Hiland Partners ability to make
distributions to its unitholders. Furthermore, some of Hiland Partners
customers may be highly leveraged and subject to their own operating and
regulatory risks, which increases the risk that they may default on their
obligations to Hiland Partners. Hiland
Partners counterparties for Hiland Partners derivative instruments as of March 31,
2009 are BP Energy Company
and Bank of Oklahoma, N.A.
Our counterparty to our interest rate
swap as of March 31, 2009 is Wells Fargo Bank, N.A.
On July 22, 2008,
SemGroup, L.P. and certain subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. In October 2008, the United States
Bankruptcy Court for the District of Delaware entered an order approving the
assumption of a Natural Gas Liquids Marketing Agreement (the SemStream
Agreement) between SemStream, L.P., an affiliate of SemGroup, L.P., and Hiland
Partners relating to the sale of natural gas liquids and condensate at our
Bakken and Badlands plants and gathering systems, restoring Hiland Partners and
SemStream, L.P. to its pre-bankruptcy contractual relationship. Hiland Partners pre-petition credit exposure
to SemGroup, L.P. relating to condensate sales to SemCrude, LLC in our
mid-continent region is approximately $0.3 million, which continues to be
reserved as of March 31, 2009.
Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
(a)
Evaluation of disclosure controls and
procedures.
As
required by Rule 13a-15(b) under the Securities Exchange Act of 1934,
as amended, we have evaluated, under the supervision and with the participation
of our management, including our principal executive officer and principal
financial officer, the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of the end of the period covered by
this Quarterly Report on Form 10-Q. Based upon that evaluation, our
principal executive officer and principal financial officer concluded that our
disclosure controls and procedures were effective as of March 31, 2009, to
ensure that information is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure and is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the SEC.
(b)
Changes in internal control over
financial reporting.
During
the three months ended March 31, 2009, there were no changes in our system
of internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
PART II OTHER INFORMATION
Item 1.
Legal Proceedings
Two unitholder
class action lawsuits were recently filed in the Court of Chancery of the State
of Delaware challenging the proposal made by Mr. Hamm to acquire all of
the outstanding common units of each of the Partnership and Hiland Partners
that are not owned by Mr. Hamm, his affiliates or Hamm family trusts.
On May 1, 2009, a unitholder of the Partnership
and Hiland Partners filed a complaint alleging claims on behalf of (i) a
purported class of common unitholders of the Partnership and (ii) a
purported class of common unitholders of Hiland Partners against the
Partnership, Hiland Partners, the general partner of each of the Partnership
and Hiland Partners, and the members of the board of directors of each of the
Partnership and Hiland Partners. The complaint alleges, among other things,
that the original consideration and revised consideration offered by Mr. Hamm
is unfair and inadequate, that the board of directors of the general partner of
each of the Partnership and Hiland Partners cannot be expected to act
independently, and that Mr. Hamm and the management of the Partnership and
Hiland Partners have manipulated their public statements to depress the price
of the common units of the Partnership and Hiland Partners. The plaintiffs seek
to enjoin the Partnership, Hiland Partners, and their respective board members
from proceeding with any transaction that may arise from Mr. Hamms going
private proposal, along with compensatory damages.
On February 26, 2009, a unitholder of the Partnership and Hiland
Partners filed a complaint alleging claims on behalf of a purported class of
common unitholders of the Partnership and Hiland Partners against the
Partnership, Hiland Partners, the general partner of each of the Partnership
and Hiland Partners, and certain members of the board of directors of each of
the Partnership and Hiland Partners The complaint alleges, among other things,
that the consideration offered is unfair and grossly inadequate, that the
conflicts committee of the board of directors of the general partner of each of
the Partnership and Hiland Partners cannot be expected to act independently,
and that the management of the Partnership and Hiland Partners has manipulated
its public statements to depress the price of the common units of the
Partnership and Hiland Partners.
46
Table of
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The plaintiffs in each lawsuit seek to enjoin the Partnership, Hiland
Partners, and their respective board members from proceeding with any
transaction that may arise from Mr. Hamms going private proposal, along
with compensatory damages. We cannot predict the outcome of these lawsuits, or
others, nor can we predict the amount of time and expense that will be required
to resolve the lawsuits.
We are not aware of any legal or governmental proceedings against us,
or contemplated to be brought against us, under the various environmental
protection statutes to which we are subject. We maintain insurance policies
with insurers in amounts and with coverage and deductibles as our general
partner believes are reasonable and prudent. However, we cannot assure you that
this insurance will be adequate to protect us from all material expenses
related to potential future claims for personal and property damage or that
these levels of insurance will be available in the future at economical prices.
Item 1A. Risk Factors
A
substantial portion of our partnership interests in Hiland Partners are
subordinated to Hiland Partners common units, which will result in decreased
distributions to us in the future until
Hiland Partners has paid all distribution arrearages on the Hiland Partners
common units. Additionally, if Hiland
Partners is unable to meet its minimum quarterly distribution in the future,
distributions to us could further decrease.
We own, directly or indirectly, 5,381,471 units representing limited
partner interests in Hiland Partners, of which approximately 56.9% are
subordinated units and 43.1% are common units. During the subordination period,
the subordinated units will not receive any distributions in a quarter until
Hiland Partners has paid the minimum quarterly distribution of $0.45 per unit,
plus any arrearages in the payment of the minimum quarterly distribution from
prior quarters, on all of the outstanding Hiland Partners common units.
Distributions on the subordinated units are therefore more uncertain than
distributions on Hiland Partners common units. Furthermore, no distributions
may be made on the incentive distribution rights for any quarter unless Hiland
Partners has paid that quarters minimum quarterly distribution of $0.45 per
unit for all outstanding Hiland Partners common units and subordinated units,
plus any arrearages in the payment of the minimum quarterly distribution from
prior quarters on all the outstanding Hiland Partners common units. Therefore,
distributions with respect to the incentive distribution rights are even more
uncertain than distributions on the subordinated units. Neither the
subordinated units nor the incentive distribution rights are entitled to any
arrearages from prior quarters. Generally, the subordination period ends, and
the subordinated units convert into common units of Hiland Partners, only after
March 31, 2010 and only upon the satisfaction of certain financial tests.
On April 27, 2009, Hiland Partners announced the suspension of
quarterly cash distributions on its common and subordinated units beginning
with the first quarter of 2009. Under
the terms of the Hiland Partners partnership agreement, the Hiland Partners
common units now carry an arrearage of $0.45 per unit, representing the minimum
quarterly distribution to the Hiland Partners common units for the first
quarter of 2009 that must be paid before Hiland Partners can make distributions
to the Hiland Partners subordinated units or on the incentive distribution
rights. This decrease in distributions
to us could adversely affect our ability to pay distributions on our common
units.
In addition to the other information set forth in this report, you
should carefully consider the factors discussed in Part I, Item 1A. Risk
Factors in our Annual Report on Form 10-K for the year ended December 31,
2008, which could materially affect our business, financial condition or future
results. The risks described in our Annual Report on Form 10-K are not the
only risks facing the Partnership. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial also may
materially adversely affect our business, financial condition and/ or operating
results.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Submission of Matters to a Vote of Security Holders
None.
Item 5.
Other Information
On January 27, 2009, we received a Deficiency Letter from NASDAQ
indicating that we no longer comply with the audit committee composition
requirements as set forth in Marketplace Rule 4350(d), which requires
Hiland Partners GP Holdings, LLC, our general partner, to have an audit
committee of at least three independent members. Following the resignation of Shelby E. Odell
from
47
Table of
Contents
the board of
directors of our general partner on January 21, 2009, the audit committee
of our general partner consists of only two independent members. Mr. Odell resigned from the board of
directors of our general partner so that he would be eligible to serve as a
member of the conflicts committee of the board of directors of Hiland Partners
general partner. In accordance with
Marketplace Rule 4350(d)(4), NASDAQ has provided us a cure period to
regain compliance until the earlier of our next annual unitholders meeting or January 21,
2010, or, if the next annual unitholders meeting is held before July 20,
2009, then we must evidence compliance no later than July 20, 2009.
Item 6. Exhibits
EXHIBITS
Exhibit Number
|
|
Description
|
|
|
|
1.1
|
|
Underwriting Agreement
by and between Hiland Holdings GP, LP and Lehman Brothers Inc., as
representative of the underwriters named therein dated as of
September 19, 2006. (incorporated by reference to Exhibit 1.1 of
Registrants Statement on Form S-1 (File No. 333-134491))
|
|
|
|
2.1
|
|
Contribution
Agreement among Hiland Holdings GP, LP, Hiland Partners GP
Holdings, LLC, Hiland Partners GP, Inc., Continental Gas
Holdings, Inc., HHGP Holding, LLC, Harold Hamm DST Trust, Harold
Hamm HJ Trust, Randy Moeder, Equity Financial Services, Inc. and Ken
Maples dated May 24, 2006. (incorporated by reference to
Exhibit 2.1 of Registrants Statement on Form S-1 (File
No. 333-134491))
|
|
|
|
2.2
|
|
Acquisition
Agreement by and among Hiland Operating, LLC, Hiland Partners, LLC and the
members of Hiland Partners, LLC dated as of September 1, 2005
(incorporated by reference to Exhibit 2.2 of Hiland Partners, LPs
Form 8-K filed on September 29, 2005)
|
|
|
|
2.3
|
|
Amendment
No. 1 dated September 12, 2006 to Contribution Agreement among
Hiland Holdings GP, LP, Hiland Partners GP Holdings, LLC, Hiland
Partners GP, Inc., Continental Gas Holdings, Inc., HHGP
Holding, LLC, Harold Hamm DST Trust, Harold Hamm HJ Trust, Randy Moeder,
Equity Financial Services, Inc. and Ken Maples dated May 24, 2006.
(incorporated by reference to Exhibit 2.3 of Registrants Statement on
Form S-1 (File No. 333-134491))
|
|
|
|
3.1
|
|
Certificate of
Limited Partnership of Hiland Holdings GP, LP (incorporated by reference to
Exhibit 3.1 of Registrants Statement on Form S-1 (File
No. 333-134491))
|
|
|
|
3.2
|
|
Amended and
Restated Agreement of Limited Partnership of Hiland Holdings GP, LP
(incorporated by reference to Exhibit 3.1 of Registrants Form 10-Q
filed on November 13, 2006)
|
|
|
|
3.3
|
|
Certificate of
Formation of Hiland Partners GP Holdings, LLC (incorporated by reference to
Exhibit 3.3 of Registrants Statement on Form S-1 (File
No. 333-134491))
|
|
|
|
3.4
|
|
Amended and
Restated Limited Liability Company Agreement of Hiland Partners GP
Holdings, LLC(incorporated by reference to Exhibit 3.2 of
Registrants Form 10-Q filed on November 13, 2006)
|
|
|
|
4.1
|
|
Certificate of
Limited Partnership of Hiland Holdings GP, LP (incorporated by reference to
Exhibit 3.1 of Registrants Statement on Form S-1 (File
No. 333-134491))
|
|
|
|
4.2
|
|
Amended and Restated
Agreement of Limited Partnership of Hiland Holdings GP, LP (incorporated by
reference to Exhibit 3.1 of Registrants Form 10-Q filed on
November 13, 2006)
|
|
|
|
4.3
|
|
Certificate of
Formation of Hiland Partners GP Holdings, LLC (incorporated by reference to
Exhibit 3.3 of Registrants Statement on Form S-1 (File
No. 333-134491))
|
|
|
|
4.4
|
|
Amended and
Restated Limited Liability Company Agreement of Hiland Partners GP
Holdings, LLC(incorporated by reference to Exhibit 3.2 of
Registrants Form 10-Q filed on November 13, 2006)
|
|
|
|
10.1
|
|
Compensation of
Conflicts Committee Members
|
|
|
|
19.1
|
|
Code of Ethics
for Chief Executive Officer and Senior Finance Officers (incorporated by
reference to Exhibit 19.1 of Registrants annual report on Form 10-K filed on
March 20, 2007)
|
|
|
|
21.1
|
|
List of
Subsidiaries of Hiland Holdings GP, LP (incorporated by reference to
Exhibit 21.1 of Registrants Statement on Form S-1 (File
No. 333-134491))
|
48
Table of Contents
31.1
|
|
Certification of
Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of
2002
|
|
|
|
31.2
|
|
Certification of
Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of
2002
|
|
|
|
32.1
|
|
Certification of
Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of
2002
|
|
|
|
32.2
|
|
Certification of
Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of
2002
|
+
Denotes a management contract or
compensatory plan or arrangement.
Portions of this exhibit have been
omitted pursuant to a request for confidential treatment.
49
Table of
Contents
SIG
N
ATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized in Enid,
Oklahoma, on this 11
th
day of May, 2009.
|
HILAND
HOLDINGS GP, LP
|
|
|
|
By:
|
Hiland
Partners GP Holdings, LLC, its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph L. Griffin
|
|
|
Joseph L. Griffin
|
|
|
Chief
Executive Officer, President and Director
(principal executive officer)
|
|
|
|
|
|
|
|
By:
|
/s/ Matthew S. Harrison
|
|
|
Matthew S. Harrison
|
|
|
Chief
Financial Officer, Vice President-Finance, Secretary and Director
(principal financial and accounting officer)
|
50
Table of
Contents
Exhibit Index
Exhibit Number
|
|
Description
|
|
|
|
1.1
|
|
Underwriting
Agreement by and between Hiland Holdings GP, LP and Lehman Brothers Inc., as
representative of the underwriters named therein dated as of
September 19, 2006. (incorporated by reference to Exhibit 1.1 of
Registrants Statement on Form S-1 (File No. 333-134491))
|
|
|
|
2.1
|
|
Contribution
Agreement among Hiland Holdings GP, LP, Hiland Partners GP
Holdings, LLC, Hiland Partners GP, Inc., Continental Gas
Holdings, Inc., HHGP Holding, LLC, Harold Hamm DST Trust, Harold
Hamm HJ Trust, Randy Moeder, Equity Financial Services, Inc. and Ken
Maples dated May 24, 2006. (incorporated by reference to Exhibit 2.1
of Registrants Statement on Form S-1 (File No. 333-134491))
|
|
|
|
2.2
|
|
Acquisition
Agreement by and among Hiland Operating, LLC, Hiland Partners, LLC and the
members of Hiland Partners, LLC dated as of September 1, 2005
(incorporated by reference to Exhibit 2.2 of Hiland Partners, LPs
Form 8-K filed on September 29, 2005)
|
|
|
|
2.3
|
|
Amendment
No. 1 dated September 12, 2006 to Contribution Agreement among
Hiland Holdings GP, LP, Hiland Partners GP Holdings, LLC, Hiland
Partners GP, Inc., Continental Gas Holdings, Inc., HHGP
Holding, LLC, Harold Hamm DST Trust, Harold Hamm HJ Trust, Randy Moeder,
Equity Financial Services, Inc. and Ken Maples dated May 24, 2006.
(incorporated by reference to Exhibit 2.3 of Registrants Statement on
Form S-1 (File No. 333-134491))
|
|
|
|
3.1
|
|
Certificate of
Limited Partnership of Hiland Holdings GP, LP (incorporated by reference to
Exhibit 3.1 of Registrants Statement on Form S-1 (File
No. 333-134491))
|
|
|
|
3.2
|
|
Amended and
Restated Agreement of Limited Partnership of Hiland Holdings GP, LP
(incorporated by reference to Exhibit 3.1 of Registrants Form 10-Q
filed on November 13, 2006)
|
|
|
|
3.3
|
|
Certificate of
Formation of Hiland Partners GP Holdings, LLC (incorporated by reference to
Exhibit 3.3 of Registrants Statement on Form S-1 (File
No. 333-134491))
|
|
|
|
3.4
|
|
Amended and
Restated Limited Liability Company Agreement of Hiland Partners GP
Holdings, LLC(incorporated by reference to Exhibit 3.2 of
Registrants Form 10-Q filed on November 13, 2006)
|
|
|
|
4.1
|
|
Certificate of
Limited Partnership of Hiland Holdings GP, LP (incorporated by reference to
Exhibit 3.1 of Registrants Statement on Form S-1 (File
No. 333-134491))
|
|
|
|
4.2
|
|
Amended and
Restated Agreement of Limited Partnership of Hiland Holdings GP, LP
(incorporated by reference to Exhibit 3.1 of Registrants Form 10-Q
filed on November 13, 2006)
|
|
|
|
4.3
|
|
Certificate of
Formation of Hiland Partners GP Holdings, LLC (incorporated by reference to
Exhibit 3.3 of Registrants Statement on Form S-1 (File
No. 333-134491))
|
|
|
|
4.4
|
|
Amended and
Restated Limited Liability Company Agreement of Hiland Partners GP
Holdings, LLC(incorporated by reference to Exhibit 3.2 of
Registrants Form 10-Q filed on November 13, 2006)
|
|
|
|
10.1
|
|
Compensation of
Conflicts Committee Members
|
|
|
|
19.1
|
|
Code of Ethics
for Chief Executive Officer and Senior Finance Officers (incorporated by
reference to Exhibit 19.1 of Registrants annual report on Form 10-K filed on
March 20, 2007)
|
|
|
|
21.1
|
|
List of
Subsidiaries of Hiland Holdings GP, LP (incorporated by reference to
Exhibit 21.1 of Registrants Statement on Form S-1 (File
No. 333-134491))
|
|
|
|
31.1
|
|
Certification of
Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of
2002
|
|
|
|
31.2
|
|
Certification of
Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of
2002
|
|
|
|
32.1
|
|
Certification of
Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of
2002
|
|
|
|
32.2
|
|
Certification of
Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002
|
+
Denotes a management contract or
compensatory plan or arrangement.
Portions of this exhibit have been
omitted pursuant to a request for confidential treatment.
Hiland Holdings GP, LP (MM) (NASDAQ:HPGP)
Historical Stock Chart
From Jun 2024 to Jul 2024
Hiland Holdings GP, LP (MM) (NASDAQ:HPGP)
Historical Stock Chart
From Jul 2023 to Jul 2024