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/C O R R E C T I O N -- QEP Midstream Partners, LP/

             /C O R R E C T I O N -- QEP Midstream Partners, LP/

PR Newswire

DENVER, Nov. 5, 2013

In the news release, QEP Midstream Partners Reports Third Quarter 2013
Financial And Operating Results, issued 05-Nov-2013 by QEP Midstream Partners,
LP over PR Newswire, we are advised by the company that the two tables in the
Non-GAAP Financial Measures section have been updated to reflect corrected
figures for Noncontrolling interest share of depreciation and amortization and
Adjusted EBITDA. The complete, corrected release follows:

  QEP Midstream Partners Reports Third Quarter 2013 Financial And Operating
  Results

DENVER, Nov. 5, 2013 /PRNewswire/ --QEP Midstream Partners, LP (NYSE: QEPM)
("QEPM" or the "Partnership") today reported financial and operating results
for the portion of the third quarter 2013, between the close of the initial
public offering ("IPO") on August 14, 2013, and September 30, 2013 (the
"Post-IPO Period"). The Partnership reported Post-IPO Period net income of
$6.5 million, or $0.12 per limited partner unit (on a diluted basis) and
Adjusted EBITDA (a non-GAAP measure) of $10.5 million. The Partnership
generated distributable cash flow ("DCF", a non-GAAP measure) of $9.6 million
for the Post-IPO Period which represents 135 percent coverage of the Post-IPO
Period distribution of $7.1 million, or $0.13 per unit. The distribution
represents the prorated amount of QEPM's minimum quarterly distribution of
$0.25 per unit, or $1.00 per unit on an annualized basis. Please see the
definitions of non-GAAP measures and the reconciliation to the most comparable
measures calculated in accordance with GAAP in the "Non-GAAP Financial
Measures" section of this press release.

(Logo: http://photos.prnewswire.com/prnh/20130904/LA74347LOGO)

Third Quarter Highlights

  oCompleted initial public offering (the "Offering") on August 14, 2013
  oGenerated $10.5 million of Adjusted EBITDA and $9.6 million of
    distributable cash flow
  oAnnounced an initial cash distribution of $0.13 per unit
  oEstablished strong balance sheet and liquidity to support future growth

"We formed our partnership with a quality set of diverse assets and an
experienced team focused on providing quality midstream services," commented
Chuck Stanley, President, Chairman and Chief Executive Officer. "The
Partnership delivered strong financial results in the Post-IPO Period and we
are excited about opportunities for future growth. We look forward to
exploring new strategic opportunities and growth projects throughout our core
operating areas to continue supporting the ongoing success of our customers.
Finally, we are pleased to announce the addition of Don Turkleson and Gregory
King to the QEPM Board of Directors, who, along with Director Susan Rheney,
bring a wealth of midstream and MLP experience to the Partnership," concluded
Stanley.

Operating Results

Results of operations during the Post-IPO Period were largely in-line with
company expectations. Compared to the prior year period, gathering and
transportation revenue increased slightly as a decline in total gathering
volume was more than offset by increased average gathering fees. Revenue on
the Green River Gathering System increased as result of higher volume from QEP
Resources, Inc.'s Pinedale production while revenue on the Vermillion
Gathering System declined due to a decrease in natural gas volumes. The
decrease in gathering volumes on the Vermillion Gathering System is expected
to be offset by deficiency payments related to minimum volume commitments.

Balance Sheet

As of September 30, 2013, the Partnership had $15.9 million of cash and cash
equivalents and the Partnership's newly created $500 million revolving credit
facility was undrawn.

Capital Expenditures

Capital expenditures totaled $4.7 million for the Partnership during the
Post-IPO Period, which includes expansion capital of $0.4 million and
maintenance capital of $4.3 million. Expansion capital expenditureswere
mostly attributable to a compressor replacement project on the Vermillion
Gathering System, which is expected to be completed in the first quarter of
2014. Maintenance capital expenditures include $3.0 million related to a
condensate pipeline repair and replacement project, expected to be completed
early in the fourth quarter of 2013. The Partnership expects the cost of this
projectto be reimbursed by QEP Resources, Inc. pursuant to an indemnification
provision in the Omnibus Agreementexecuted in connection with the closing of
the Offering. The remaining maintenance capital expenditures of $1.3 million
relate to several compressor overhaul and line looping projects intended to
improve efficiency and increase flexibility on the Vermillion and Green River
gathering systems.

DCF, Adjusted EBITDA and Capital Expenditure Forecast

The Partnership's guidance for the twelve months ending June 30, 2014 remains
unchanged from what was presented in the Registration Statement on Form S-1.

Third Quarter 2013 Results Conference Call

QEPM's management will discuss third quarter 2013 results in a conference call
on Wednesday, November 6, 2013, beginning at 11:00 a.m. EST. The conference
call can be accessed at www.qepm.com. You may also participate in the
conference call by dialing (877) 407-4019 domestically or (201) 689-8337
internationally. Attendees should log in to the webcast or dial in
approximately 15 minutes prior to the call's start time. A replay of the
conference call will be available on the website and a telephone audio replay
will be available from November 6, 2013 to December 6, 2013, by calling (877)
660-6853 domestically or (201) 612-7415 internationally and then entering
conference ID # 422221.

About QEP Midstream Partners, LP

QEP Midstream Partners, LP is a master limited partnership formed by QEP
Resources, Inc. (NYSE: QEP) to own, operate, acquire and develop midstream
assets. The Partnership provides midstream gathering services to QEP and
third-party companies in the Green River, Uinta and Williston basins.

Forward-Looking Statements

Disclosures in this press release contain certain forward-looking statements
within the meaning of the federal securities laws. Statements that do not
relate strictly to historical or current facts are forward-looking. These
statements contain words such as "possible," "if," "will" and "expect" and
involve risks and uncertainties including, among others that our business
plans may change as circumstances warrant. Such forward-looking statements
include statements regarding payments related to minimum volume commitments
offsetting the decrease in gathering volumes on the Vermillion Gathering
System; timing of completion of a compressor replacement project;
reimbursement of expenses related to condensate pipeline repair and
replacement; ability of compressor overhaul and line looping projects to
improve efficiency and increase flexibility of QEPM's gathering systems; and
forecasted Adjusted EBITDA and capital expenditures for the twelve months
ending June 30, 2014. Factors that could cause QEPM's actual results to
differ materially from the results contemplated by such forward-looking
statements include: changes in general economic conditions; competitive
conditions in QEPM's industry; actions taken by third-party operators,
processors and transporters; the demand for oil and natural gas storage and
transportation services; QEPM's ability to successfully implement its business
plan; its ability to complete internal growth projects on time and on budget;
the price and availability of debt and equity financing; operating risks and
hazards incidental to transporting, storing and processing oil and natural
gas, as applicable; natural disasters, weather-related delays and casualty
losses; the outcome of litigation; and other factors discussed in the "Risk
Factors" section of QEPM's Prospectus, dated August 8, 2013, filed with the
Securities and Exchange Commission on August 9, 2013. Investors should not
place undue reliance on forward-looking statements as a prediction of actual
results. QEPM undertakes no obligation to update or revise such
forward-looking statements to reflect events or circumstances that occur, or
of which QEPM becomes aware, after the date hereof.

Investors: Greg Bensen                  Media: Brent Rockwood
           Director, Investor Relations        Director, Communications
           303-405-6665                        303-672-6999





QEP MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
                Three Months Ended                   Nine Months Ended
                September30, 2013                   September30, 2013
                Period                               Period
                From       Period From  Three        From       Period From
                August     July 1,      Months       August     January 1,   Nine Months
                14,        2013,        Ended        14,        2013,        Ended
                2013,      through      September    2013,      through      September
                through    August       30, 2012     through    August 13,   30, 2012
                September  13, 2013                  September  2013
                30, 2013                             30, 2013
                Successor  Predecessor  Predecessor  Successor  Predecessor  Predecessor
                (in millions, except per unit amounts)
Revenues
Gathering and   $  16.2    $   19.2     $   39.4     $  16.2    $   92.9     $  113.4
transportation
Condensate      0.2        0.9          1.4          0.2        7.4          9.0
sales
Total revenues  16.4       20.1         40.8         16.4       100.3        122.4
Operating
expenses
Gathering       3.1        3.7          7.7          3.1        19.7         21.6
General and     1.5        3.2          4.9          1.5        13.6         12.6
administrative
Taxes other
than income     0.3        0.4          0.8          0.3        1.3          2.4
taxes
Depreciation
and             4.1        4.9          10.1         4.1        25.0         29.8
amortization
Total
operating       9.0        12.2         23.5         9.0        59.6         66.4
expenses
Net loss from   —          (0.1)        —            —          (0.5)        —
property sales
Operating       7.4        7.8          17.3         7.4        40.2         56.0
income
Income from
unconsolidated  —          0.4          2.3          —          3.8          5.5
affiliates
Interest        (0.3)      (0.5)        (1.4)        (0.3)      (2.6)        (5.4)
expense
Net income      7.1        7.7          18.2         7.1        41.4         56.1
Net income
attributable
to              (0.6)      (0.6)        (1.0)        (0.6)      (2.5)        (2.7)
noncontrolling
interest
Net income
attributable
to QEP          $  6.5     $   7.1      $   17.2     $  6.5     $   38.9     $  53.4
Midstream or
Predecessor
Net income attributable to QEP Midstream per
limited partner unit (basic and diluted):
Common units    $  0.12                              $  0.12
Subordinated    $  0.12                              $  0.12
units
Weighted-average limited partner units outstanding
(basic and diluted):
Common units    26.7                                 26.7
Subordinated    26.7                                 26.7
units



QEP MIDSTREAM PARTNERS, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
                             Period From       Period From       Nine Months
                             August 14, 2013,  January 1, 2013,  Ended
                             through           through August    September 30,
                             September 30,     13, 2013          2012
                             2013
                             Successor         Predecessor       Predecessor
                             (in millions)
OPERATING ACTIVITIES
Net income                   $     7.1         $    41.4         $   56.1
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation and             4.1               25.0              29.8
amortization
Unit-based compensation      0.1               —                 —
expense
Income from unconsolidated   —                 (3.8)             (5.5)
affiliates
Distributions from           0.4               4.9               6.0
unconsolidated affiliates
Amortization of debt         0.1               —                 —
issuance costs
Net loss from asset sales    —                 0.5               —
Changes in operating assets  2.4               22.9              (4.5)
and liabilities:
Net cash provided by         14.2              90.9              81.9
operating activities
INVESTING ACTIVITIES
Property, plant and          (2.2)             (9.1)             (30.3)
equipment
Proceeds from sale of        —                 0.6               0.3
assets
Net cash used in investing   (2.2)             (8.5)             (30.0)
activities
FINANCING ACTIVITIES
Repayments of long-term      (95.5)            (66.4)            (34.4)
debt (to related party)
Long-term debt issuance      (3.0)             —                 —
costs
Net proceeds from initial    449.6             —                 —
public offering
Proceeds from initial
public offering distributed  (351.1)           —                 —
to parent
Contributions from
(distributions to) parent,   3.0               (12.2)            (14.1)
net
Distribution to              (0.2)             (4.1)             (5.3)
noncontrolling interest
Net cash provided by (used   2.8               (82.7)            (53.8)
in) financing activities
Change in cash and cash      14.8              (0.3)             (1.9)
equivalents
Beginning cash and cash      1.1               1.4               2.5
equivalents
Ending cash and cash         $     15.9        $    1.1          $   0.6
equivalents
Supplemental Disclosures:
Non-cash investing
activities
Change in capital            $     2.5         $    (1.6)        $   (1.0)
expenditure accrual balance



Supplemental Disclosures

Certain information contained in this release relates to periods that ended
prior to the completion of the Offering, and prior to the effective dates of
the agreements discussed herein. Consequently, the historical financial
results include combined results for both the properties conveyed to the
Partnership in connection with the Offering and properties retained by QEPM's
Predecessor. QEPM believes that historical data limited to only the properties
conveyed to the Partnership in connection with the Offering is relevant and
meaningful, enhances the discussion of periods presented and is useful to the
reader to better understand trends in QEPM's operations. The following
information is for informational purposes only and should not be considered
indicative of future results. The following pro forma financial data is for
informational purposes only and was derived from the Predecessor financial
information removing the results of the assets retained by the Predecessor,
the Uinta Basin Gathering System. Further, management does not believe that
the financial data is necessarily indicative of the financial data reported by
the Partnership for periods subsequent to the Offering, future results of the
QEPM, or other transactions that resulted in the capitalization and start-up
of the QEPM.



QEP Midstream Partners, LP
Unaudited Pro Forma Financial Data
                Three Months Ended September 30,        Nine Months Ended September 30,
                2013      2012      change    %change  2013      2012      change    %change
                (in millions, except operating, per unit amounts and percentages)
Revenues
Gathering and   $ 31.5    $ 31.0    $  0.5    2      %  $ 89.2    $ 89.3    $ (0.1)    —      %
transportation
Condensate      1.2       1.2       —         —      %  5.8       6.8       (1.0)      (15)%
sales
Total revenues  32.7      32.2      0.5       2      %  95.0      96.1      (1.1)      (1)%
Operating
expenses
Gathering       5.8       5.2       0.6       12     %  17.4      15.3      2.1        14     %
expenses
Operating
Statistics
Natural gas
throughput in
millions of
MMBtu
Gathering and   77.8      81.3      (3.5)     (4)%      225.9     234.5     (8.6)      (4)%
transportation
Equity          3.4       5.7       (2.3)     (40)%     13.1      17.6      (4.5)      (26)%
interest^(1)
Total natural   81.2      87.0      (5.8)     (7)%      239.0     252.1     (13.1)     (5)%
gas throughput
Throughput
attributable
to              (2.2)     (3.1)     0.9       (29)%     (7.5)     (10.1)    2.6        (26)%
noncontrolling
interests^(2)
Total
throughput
attributable    79.0      83.9      (4.9)     (6)%      231.5     242.0     (10.5)     (4)%
to QEP
Midstream or
Predecessor
Crude oil and
condensate
gathering
system          1,253.7   1,399.7   (146.0)   (10)%     3,913.3   4,131.0   (217.7)    (5)%
throughput
volumes (in
MBbls)
Water
gathering       1,090.9   1,076.5   14.4      1      %  2,988.6   2,928.5   60.1       2      %
volumes (in
MBbls)
Condensate
sales volumes   14.8      15.7      (0.9)     (6)%      71.0      77.6      (6.6)      (9)%
(in MBbls)
Price
Average gas
gathering and
transportation  $ 0.34    $ 0.32    $  0.02   6      %  $ 0.33    $ 0.32    $ 0.01     3      %
fee (per
MMBtu)
Average oil
and condensate  $ 2.35    $ 2.14    $  0.21   10     %  $ 2.42    $ 2.29    $ 0.13     6      %
gathering fee
(per barrel)
Average water
gathering fee   $ 1.84    $ 1.83    $  0.01   1      %  $ 1.82    $ 1.84    $ (0.02)   (1)%
(per barrel)
Average
condensate      $ 80.05   $ 76.34   $  3.71   5      %  $ 81.90   $ 86.94   $ (5.04)   (6)%
sale price
(per barrel)

(1) Includes QEPM's 50% share of gross volumes from Three Rivers Gathering.
(2) Includes the 22% noncontrolling interest in Rendezvous Gas.



Non-GAAP Financial Measures

This press release, and the accompanying tables, includes financial measures
in accordance with U.S. generally accepted accounting principles ("GAAP"), as
well as non-GAAP financial measures, including Adjusted EBITDA and
distributable cash flow. Management believes that the presentation of
Adjusted EBITDA and distributable cash flow provides information useful to
investors in assessing QEPM's financial condition and results of operations.
Management defines Adjusted EBITDA as net income attributable to the
Partnership or Predecessor before depreciation and amortization, interest and
other income and expense, gains and losses from asset sales and deferred
revenue associated with minimum volume commitment payments. We define
distributable cash flow as Adjusted EBITDA less net cash interest paid,
maintenance capital expenditures and cash adjustments related to equity method
investments and non-controlling interests, and other non-cash expenses.
Distributable cash flow does not reflect changes in working capital balances.

The GAAP measures most directly comparable to Adjusted EBITDA and
distributable cash flow are net income and cash flow from operating activities
attributable to the Partnership or Predecessor. The tables below include
reconciliations of these non-GAAP financial measures to the nearest GAAP
financial measures.



                  Three Months Ended                   Nine Months Ended
                  September30, 2013                   September30, 2013
                  Period     Period From               Period     Period From
                  From       July 1,      Three        From       January 1,   Nine Months
                  August     2013,        Months       August     2013,        Ended
                  14, 2013,  through      Ended        14, 2013,  through      September
                  through    August 13,   September    through    August 13,   30, 2012
                  September  2013         30, 2012     September  2013
                  30, 2013                             30, 2013
                  Successor  Predecessor  Predecessor  Successor  Predecessor  Predecessor
                  (in millions)
Reconciliation of Net Income Attributable to QEP Midstream or Predecessor to Adjusted
EBITDA and Distributable Cash Flows
Net income
attributable to   $  6.5     $   7.1      $   17.2     $  6.5     $   38.9     $   53.4
QEP Midstream or
Predecessor
Interest expense  0.3        0.5          1.4          0.3        2.6          5.4
Depreciation and  4.1        4.9          10.1         4.1        25.0         29.8
amortization
Noncontrolling
interest share
of depreciation   (0.4)      (0.3)        (0.7)        (0.4)      (1.6)        (2.1)
and
amortization^(1)
Net loss from     —          0.1          —            —          0.5          —
asset sales
Adjusted EBITDA   $  10.5    $   12.3     $   28.0     $  10.5    $   65.4     $   86.5
Cash interest     (0.2)                                (0.2)
paid
Maintenance
capital           (4.3)                                (4.3)
expenditures
Reimbursements
for maintenance   3.0                                  3.0
capital
expenditures
Cash adjustments
for
non-controlling   0.6                                  0.6
interest and
equity method
investments
Distributable     $  9.6                               $  9.6
Cash Flow



                                 Nine Months Ended
                                 September30, 2013
                                 Period From    Period From      Nine Months
                                 August 14,     January 1,       Ended
                                 2013, through  2013, through    September 30,
                                 September 30,  August 13, 2013  2012
                                 2013
                                 Successor      Predecessor      Predecessor
                                 (in millions)
Reconciliation of Net Cash Flows Provided by Operating Activities to Adjusted
EBITDA and Distributable Cash Flows
Net cash provided by operating   $   14.2       $    90.9        $   81.9
activities
Noncontrolling interest share
of depreciation and              (0.4)          (1.6)            (2.1)
amortization^(1)
Income from unconsolidated
affiliates, net of               (0.4)          (1.1)            (0.5)
distributions from
unconsolidated affiliates
Net income attributable to       (0.6)          (2.5)            (2.7)
noncontrolling interest
Interest expense                 0.3            2.6              5.4
Working capital changes          (2.4)          (22.9)           4.5
Amortization of deferred         (0.1)          $    —           $   —
financing charges
Unit-based compensation expense  (0.1)          $    —           $   —
Adjusted EBITDA                  $   10.5       $    65.4        $   86.5
Cash interest paid               (0.2)
Maintenance capital              (4.3)
expenditures
Reimbursements for maintenance   3.0
capital expenditures
Cash adjustments for
non-controlling interest and     0.6
equity method investments
Distributable Cash Flow          $   9.6

(1) Represents the noncontrolling interest's 22% share of depreciation and
    amortization attributable to Rendezvous Gas Services.



SOURCE QEP Midstream Partners, LP

Website: http://qepm.com
 
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