Hiland Reports Third Quarter 2009 Results

November 5, 2009 8:31 PM EST

ENID, Okla., Nov. 5, /PRNewswire-FirstCall/ -- The Hiland companies, Hiland Partners, LP (Nasdaq: HLND) (the "Partnership") and Hiland Holdings GP, LP (Nasdaq: HPGP) today announced results for the third quarter of 2009.

Hiland Partners, LP Financial Results

Hiland Partners, LP reported net income (loss) for the three months ended September 30, 2009 of $(19.5) million compared to net income (loss) of $18.6 million for the three months ended September 30, 2008. Net income (loss) per limited partners' unit-basic for the third quarter of 2009 was $(2.05) per unit compared to net income (loss) of $1.71 per unit in the corresponding quarter in 2008. Weighted average limited partner units outstanding were 9.4 million units for the three months ended September 30, 2009 and 9.3 million units for the three months ended September 30, 2008. Net income (loss) for the three months ended September 30, 2009 includes a $20.5 million non-cash property impairment charge related to the Partnership's Kinta Area gathering system. Net income (loss) for the three months ended September 30, 2009, excluding the non-cash property impairment charge was $1.0 million or $0.11 per limited partners' unit-basic.

Adjusted EBITDA (adjusted EBITDA is defined as net income (loss) plus interest expense, provisions for income taxes, depreciation, amortization and accretion expense, non-cash property impairments, and adjusted for significant non-cash and non-recurring items) for the three months ended September 30, 2009 was $15.5 million compared to $18.6 million for the three months ended September 30, 2008, a decrease of 17%. A reconciliation of adjusted EBITDA, a non-GAAP financial measure, to net income (loss), the most directly comparable GAAP financial measure, is provided within the financial tables of this press release. Total segment margin for the three months ended September 30, 2009 was $24.6 million compared to $33.9 million for the three months ended September 30, 2008, a decrease of 27%. A reconciliation of total segment margin, a non-GAAP financial measure, to operating income (loss), the most directly comparable GAAP financial measure, is provided within the financial tables of this press release. The decreases in adjusted EBITDA and total segment margin are primarily due to unfavorable gross processing spreads, significantly lower average realized natural gas and NGL prices, an overall decrease in natural gas sales volumes, offset by an overall increase in NGL sales volumes. The decrease in total segment margin was partially offset by gains on closed/settled derivative transactions and unrealized non-cash gains on open derivative transactions for the three months ended September 30, 2009 totaling $2.2 million compared to net losses of $1.4 million on closed/settled derivative transactions and unrealized non-cash losses on open derivative transactions for the three months ended September 30, 2008, offset by an unrealized non-cash gain of $5.6 million related to a non-qualifying mark-to-market cash flow hedge for forecasted sales in 2010.

Hiland Partners, LP reported net income (loss) for the nine months ended September 30, 2009 of $(23.4) million compared to net income (loss) of $17.5 million for the nine months ended September 30, 2008. Net income (loss) per limited partners' unit-basic for the nine months ended September 30, 2009 was $(2.45) per unit compared to net income (loss) of $1.17 per unit for the nine months ended September 30, 2008. Weighted average limited partner units outstanding were 9.4 million units for the nine months ended September 30, 2009 and 9.3 million units for the nine months ended September 30, 2008. Net income (loss) for the nine months ended September 30, 2009, excluding non-cash property impairment charges of $21.5 million was $(2.0) million or $(0.21) per limited partners' unit-basic.

Adjusted EBITDA for the nine months ended September 30, 2009 was $43.5 million compared to $53.2 million for the nine months ended September 30, 2008, a decrease of 18%. Total segment margin for the nine months ended September 30, 2009 was $68.8 million compared to $84.1 million for the nine months ended September 30, 2008, a decrease of 18%. The decreases in adjusted EBITDA and total segment margin are primarily due to unfavorable gross processing spreads, significantly lower average realized natural gas and NGL prices, an overall decrease in natural gas sales volumes, offset by an overall increase in NGL sales volumes, and additionally offset by 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. The decrease in adjusted EBITDA was also partially offset by $3.2 million of net proceeds from the early settlement of derivative assets. The decrease in total segment margin was also partially offset by gains on closed/settled derivative transactions and unrealized non-cash gains on open derivative transactions for the nine months ended September 30, 2009 totaling $7.1 million compared to net losses of $6.4 million on closed/settled derivative transactions and unrealized non-cash losses on open derivative transactions for the nine months ended September 30, 2008, offset by an unrealized non-cash gain of $3.6 million related to a non-qualifying mark-to-market cash flow hedge for forecasted sales in 2010.

The Partnership reported distributable cash flow ("DCF") of $10.5 million for the three months ended September 30, 2009, compared to $21.2 million for the three months ended September 30, 2008, a decrease of 50%. The decrease is primarily attributable to unfavorable gross processing spreads, significantly lower average realized natural gas and NGL prices, an overall decrease in volumes and $7.8 million of bad debt expense reversed during the three months ended September 30, 2008 partially offset by lower cash interest expense and maintenance capital expenditures. A reconciliation of DCF, a non-GAAP financial measure, to net income, the most directly comparable GAAP financial measure, is provided within the financial tables of this press release.

Hiland Partners, LP has suspended quarterly cash distributions on 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 its 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, LP's senior secured revolving credit facility (the "credit facility"). Under the terms of Hiland Partners, LP's partnership agreement, the common units carry an arrearage of $1.35 per unit, representing the minimum quarterly distribution to common units for the first three quarters of 2009 that must be paid before the Partnership can make distributions to the subordinated units.

Hiland Partners' credit facility requires the Partnership to meet certain financial tests, including a maximum consolidated funded debt to EBITDA covenant ratio. If commodity prices and inlet natural gas volumes do not improve above the current forward prices and expected inlet natural gas volumes for the fourth quarter of 2009, the Partnership could be in violation of the maximum consolidated funded debt to EBITDA covenant ratio as early as December 31, 2009, unless this ratio is amended, the Partnership receives an infusion of equity capital, the Partnership's debt is restructured or the Partnership is able to monetize "in-the-money" hedge positions. Management is continuing discussions with certain lenders under the credit facility as to ways to address a potential covenant violation. While no potential solution has been agreed to, the Partnership expects that any solution will require the assessment of fees and increased rates, the infusion of additional equity capital or the incurrence of subordinated indebtedness by the Partnership 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, that any required equity or debt financing will be available to the Partnership, or that the Partnership will have sufficient "in-the-money" hedges to monetize to address the maximum consolidated funded debt to EBITDA covenant ratio.

As of September 30, 2009, Hiland Partners had $253.1 million outstanding under the credit facility and was in compliance with its financial covenants. Also at September 30, 2009, Hiland Partners' EBITDA to interest expense ratio was 4.93 to 1.0 and the Partnership's consolidated funded debt to EBITDA covenant ratio was 4.50 to 1.0. The maximum consolidated funded debt to EBITDA covenant ratio under the credit facility is 4.0 to 1.0 as of the last day of any fiscal quarter; provided that in the event that the Partnership makes certain permitted acquisitions or capital expenditures, this ratio may be increased to 4.75 to 1.0 for the three fiscal quarters following the quarter in which such permitted acquisition or capital expenditure occurs. The Partnership met the permitted capital expenditure requirements for the four quarter period ended March 31, 2009 and elected to increase the ratio to 4.75 to 1.0 on March 31, 2009 for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009. The maximum consolidated funded debt to EBITDA covenant ratio will revert back to 4.0 to 1.0 for the quarter ended December 31, 2009.

Hiland Holdings GP, LP Financial Results

Hiland Holdings GP, LP reported limited partners' interest in net income (loss) for the three months ended September 30, 2009 of $(12.4) million or $(0.57) per limited partners' unit-basic compared to limited partners' interest in net income (loss) of $11.2 million or $0.52 per limited partners' unit-basic for the three months ended September 30, 2008. Weighted average limited partner units outstanding were 21.6 million for the three months ended September 30, 2009 and September 30, 2008. Net income (loss) was $(20.5) million in the three months ended September 30, 2009 compared to net income (loss) of $18.0 million in the three months ended September 30, 2008.

For the nine months ended September 30, 2009, Hiland Holdings GP, LP reported limited partners' interest in net income (loss) of $(17.8) million or $(0.82) per limited partners' unit-basic compared to limited partners' interest in net income (loss) of $10.9 million or $0.51 per limited partners' unit-basic for the nine months ended September 30, 2008. Weighted average limited partner units outstanding were 21.6 million for the nine months ended September 30, 2009 and September 30, 2008. Net income (loss) was $(27.6) million in the nine months ended September 30, 2009 compared to net income (loss) of $15.3 million in the nine months ended September 30, 2008.

Hiland Holdings GP, LP has suspended quarterly cash distributions on its common units beginning with the first quarter of 2009 resulting from the quarterly distribution suspension announced by Hiland Partners, LP. Hiland Holdings' sole cash generating assets are its two percent general partner interest, 2,321,471 common units and 3,060,000 subordinated units in Hiland Partners, LP, and the incentive distribution rights in Hiland Partners, LP.

As mentioned above, under the terms of the Hiland Partners, LP partnership agreement, the Hiland Partners, LP common units carry an arrearage of $1.35 per unit, representing the minimum quarterly distribution to the Hiland Partners, LP common units for the first three quarters of 2009 that must be paid before Hiland Partners, LP can make distributions to the Hiland Partners, LP subordinated units. Hiland Holdings GP, LP owns 3,060,000 of the Hiland Partners, LP subordinated units which will not receive a cash distribution until the distribution arrearage to the Hiland Partners, LP common units is paid.

A number of the areas in which Hiland Partners, LP operates have experienced significant declines in drilling activity as a result of this year's decline in natural gas and crude oil prices as compared to last year. Excluding its North Dakota Bakken gathering system, which commenced operations in April 2009, the Partnership connected 26 wells during the first nine months of 2009 as compared to 83 wells connected during the same period in 2008, a 69% decrease. At the North Dakota Bakken gathering system, Hiland Partners connected 41 wells during the nine months ended September 30, 2009. As of today, there are two rigs drilling along Hiland Partners, LP's dedicated acreage company wide, both of which are located at our North Dakota Bakken gathering system. The Partnership anticipates that the dedicated rig count will increase during the remainder of 2009 and into 2010. While the Partnership 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 crude oil reserves. Drilling activity generally decreases as natural gas and crude oil prices decrease. The Partnership has no control over the level of drilling activity in the areas of its operations.

"We are extremely pleased that natural gas liquids prices improved in the third quarter from levels in the first half of 2009," said Joseph L. Griffin, Hiland's President and Chief Executive Officer. "The improved natural gas liquids price and fractionation spread environment helped mitigate the inlet natural gas volume declines we experienced in the third quarter of 2009, particularly in the Mid-Continent. Currently, I expect overall declines in inlet natural gas volumes to continue as current drilling activity in our Mid-Continent service territories remains weak," added Griffin.

Conference Call Information

Hiland has scheduled a conference call for 10:00 am Central Time, Friday, November 6, 2009, to discuss the 2009 third quarter results. To participate in the call, dial 1.888.396.2298 and participant passcode 92002423, or access it live over the Internet at www.hilandpartners.com, on the "Investor Relations" section of the Partnership's website.

During this conference call, Hiland management will only address the third quarter 2009 results and will not address the Hiland Partners and Hiland Holdings mergers.

Use of Non-GAAP Financial Measures

This press release and the accompanying schedules include the non-generally accepted accounting principles ("non-GAAP") financial measures of EBITDA, adjusted EBITDA, total segment margin and distributable cash flow. The accompanying schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measure calculated and presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Our non-GAAP financial measures should not be considered as alternatives to GAAP measures such as net income, operating income or any other GAAP measure of liquidity or financial performance.

About the Hiland Companies

Hiland Partners, LP is a publicly traded midstream energy partnership engaged in purchasing, gathering, compressing, dehydrating, treating, processing and marketing of natural gas, and fractionating, or separating, and marketing of natural gas liquids, or NGLs. Hiland Partners, LP also provides air compression and water injection services for use in oil and gas secondary recovery operations. Hiland Partners, LP's operations are primarily located in the Mid-Continent and Rocky Mountain regions of the United States. Hiland Partners, LP's midstream assets consist of fifteen natural gas gathering systems with approximately 2,160 miles of gathering pipelines, six natural gas processing plants, seven natural gas treating facilities and three NGL fractionation facilities. Hiland Partners, LP's compression assets consist of two air compression facilities and a water injection plant.

Hiland Holdings GP, LP owns the two percent general partner interest, 2,321,471 common units and 3,060,000 subordinated units in Hiland Partners, LP, and the incentive distribution rights of Hiland Partners, LP.

Forward-Looking Statements

This press release includes certain statements concerning expectations for the future that are forward-looking statements. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management's control. An extensive list of factors that can affect future results are discussed in the Partnership's Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. Any such forward looking statements are made as of the date of this press release and the Partnership undertakes no obligation to update or revise any such forward-looking statements to reflect new information or events.

    - tables to follow -



    Other Financial and Operating Data

    Hiland Partners, LP - Results of Operations

    Set forth in the table below is financial and operating data for Hiland
    Partners, LP.

                           Three Months Ended        Nine Months Ended
                               September 30,          September 30,
                           -------------------    ---------------------
                            2009        2008       2009          2008
                           -------    --------    --------     --------
                              (unaudited, in           (unaudited, in
                                 thousands)               thousands)
    Total Segment Margin
     Data:
    Midstream revenues     $53,641    $114,548    $153,658     $319,058
    Midstream purchases     30,266      81,895      88,481      238,586
                           -------    --------    --------     --------
    Midstream segment
     margin                 23,375      32,653      65,177       80,472
    Compression revenues
     (A)                     1,205       1,205       3,615        3,615
                           -------    --------    --------     --------
    Total segment
     margin (B)            $24,580     $33,858     $68,792      $84,087
                          ========    ========    ========     ========

    Summary of Operations
     Data:
    Midstream revenues     $53,641    $114,548    $153,658     $319,058
    Compression revenues     1,205       1,205       3,615        3,615
                           -------    --------    --------     --------
    Total revenues          54,846     115,753     157,273      322,673

    Midstream purchases
     (exclusive of
     items shown
     separately below)      30,266      81,895      88,481      238,856
    Operations and
     maintenance             7,736       7,881      23,216       22,201
    Depreciation,
     amortization and
     accretion              10,472       9,554      30,981       27,652
    Property impairments    20,500           -      21,450            -
    Bad debt                     -      (7,799)          -          304
    General and
     administrative          2,579       2,259       8,458        6,423
                           -------    --------    --------     --------
    Total operating
     costs and expenses     71,553      93,790     172,586      295,166
                           -------    --------    --------     --------
    Operating income
     (loss)                (16,707)     21,963     (15,313)      27,507
    Other income
     (expense)              (2,841)     (3,322)     (8,096)     (10,047)
                           -------    --------    --------     --------
    Net income (loss)     $(19,548)    $18,641    $(23,409)     $17,460
                          ========    ========    ========     ========

    Maintenance capital
     expenditures           $1,270      $1,737      $4,127       $4,681
    Expansion capital
     expenditures            2,954      17,841      19,286       33,265
                           -------    --------    --------     --------
    Total capital
     expenditures           $4,224     $19,578     $23,413      $37,946
                          ========    ========    ========     ========

    Operating Data:
    Inlet natural gas
     (Mcf/d)               257,950     261,345     268,937      245,098
    Natural gas sales
     (MMBtu/d)              86,979      95,889      88,703       89,615
    NGL sales (Bbls/d)       7,115       6,036       7,141        5,763
    Average realized
     natural gas
     sales price
     ($/MMBtu)               $3.25       $7.57       $3.32        $8.00
    Average realized
     NGL sales
     price ($/gallon)        $0.76       $1.55       $0.67        $1.53



                                                   September 30,  December 31,
                                                        2009          2008
                                                   -------------  ------------
                                                         (in thousands)
                                                     (unaudited)
    Balance Sheet Data (at period end):
    Property and equipment, at cost, net               $322,681     $345,855
    Total assets                                       $381,861     $426,139
    Long-term debt, net of current maturities          $256,934     $256,466
    Total partners' equity                             $100,247     $133,156


    (A) Compression revenues and compression segment margin are the same.
        There are no compression purchases associated with the compression
        segment.
    (B) Reconciliation of total segment margin to operating income (loss):


                              Three Months Ended       Nine Months Ended
                                   Sept. 30,               Sept. 30,
                               ------------------     -------------------
                                 2009       2008       2009        2008
                               -------    -------     -------     -------
                                (unaudited, in         (unaudited, in
                                   thousands)             thousands)
    Reconciliation of
     Total Segment Margin
     to Operating Income
     (Loss)
    Operating income (loss)   $(16,707)   $21,963    $(15,313)    $27,507
    Add:
    Operations and
     maintenance expenses        7,736      7,881      23,216      22,201
    Depreciation,
     amortization and
     accretion                  10,472      9,554      30,981      27,652
    Property impairments        20,500          -      21,450           -
    Bad debt expense                 -     (7,799)          -         304
    General and
     administrative expenses     2,579      2,259       8,458       6,423
                               -------    -------     -------     -------
    Total segment margin       $24,580    $33,858     $68,792     $84,087
                               =======    =======     =======     =======



    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 purchases include the following costs and expenses:
    cost of natural gas and NGLs purchased by us from third parties, cost of
    natural gas and NGLs purchased by us from affiliates, and the cost of
    crude oil purchased by us from third parties.  We define compression
    segment margin as the revenue derived from our compression segment.  Our
    total segment margin may not be comparable to similarly titled measures of
    other entities, as other entities may not calculate total segment margin
    in the same manner we do.

    Reconciliation of adjusted EBITDA to net income (loss):


                               Three Months Ended       Nine Months Ended
                                   Sept. 30,               Sept. 30,
                               ------------------     -------------------
                                 2009      2008        2009         2008
                               -------    -------     -------     -------
                                (unaudited, in           (unaudited, in
                                   thousands)               thousands)
    Reconciliation of adjusted
     EBITDA to Net Income
     (Loss)
    Net income (loss)         $(19,548)   $18,641    $(23,409)    $17,460
    Add:
    Depreciation,
     amortization and
     accretion                  10,472      9,554      30,981      27,652
    Property impairments        20,500          -      21,450           -
    Amortization of deferred
     loan costs                    149        147         448         426
    Interest expense             2,702      3,271       7,739       9,888
                               -------    -------     -------     -------
    EBITDA                     $14,275    $31,613     $37,209      55,426

    Add:
    Non-cash unrealized loss
     (gain) on derivatives         252     (5,620)        131      (3,685)
    Non-cash unit-based
     compensation expense          236        396         837       1,159
    Bad debt expense                 -     (7,799)          -         304
    Proceeds from settlement
     of derivative assets            -          -       3,155           -
    Going private transaction
     costs                         748          -       2,126           -
                               -------    -------     -------     -------
    Adjusted EBITDA            $15,511    $18,590     $43,458     $53,204
                               =======    =======     =======     =======



    We define EBITDA, a non-GAAP financial measure, as net income (loss) plus
    interest expense, provisions for income taxes and depreciation,
    amortization and accretion expense.  EBITDA is used as a supplemental
    financial measure by our management and by external users of our financial
    statements such as investors, commercial banks, research analysts and
    others to assess:  (1) the financial performance of our assets without
    regard to financial methods, capital structure or historical cost basis;
    (2) the ability of our assets to generate cash sufficient to pay interest
    costs and support our indebtedness; (3) our operating performance and
    return on capital as compared to those of other companies in the midstream
    energy sector, without regard to financing or structure; and (4) the
    viability of acquisitions and capital expenditure projects and the overall
    rates of return on alternative investment opportunities.  EBITDA is also a
    financial measure that, with certain negotiated adjustments, is reported
    to our banks and is used as a gauge for compliance with our financial
    covenants under our credit facility.  EBITDA should not be considered as
    an alternative to net income (loss), operating income, cash flows from
    operating activities or any other measures of financial performance
    presented in accordance with GAAP.  Our EBITDA may not be comparable to
    EBITDA of similarly titled measures of other entities, as other entities
    may not calculate EBITDA in the same manner as we do.

    We define adjusted EBITDA, a non-GAAP financial measure, as net income
    (loss) plus interest expense, provisions for income taxes and
    depreciation, amortization and accretion expense, non-cash property
    impairments and adjusted for significant non-cash and non-recurring items.
    Adjusted EBITDA is used as a supplemental financial measure by our
    management and by external users of our financial statements such as
    investors, commercial banks, research analysts and others to assess:
    (1) the financial performance of our assets without regard to financial
    methods, capital structure or historical cost basis; (2) the ability of
    our assets to generate cash sufficient to pay interest costs and support
    our indebtedness; (3) our operating performance and return on capital as
    compared to those of other companies in the midstream energy sector,
    without regard to financing or structure; and (4) the viability of
    acquisitions and capital expenditure projects and the overall rates of
    return on alternative investment opportunities.  Adjusted EBITDA is also a
    financial measurement that, with certain negotiated adjustments, is
    reported to our banks and is used as a gauge for compliance with our
    financial covenants under our credit facility.  Adjusted EBITDA should not
    be considered as an alternative to net income (loss), operating income,
    cash flows from operating activities or any other measures of financial
    performance presented in accordance with GAAP.  Our adjusted EBITDA may
    not be comparable to adjusted EBITDA of similarly titled measures of other
    entities, as other entities may not calculate adjusted EBITDA in the same
    manner as we do.



    Reconciliation of distributable cash flow to net income (loss):

                               Three Months Ended        Nine Months Ended
                                    Sept. 30,                Sept. 30,
                               --------------------     -------------------
                                2009          2008        2009       2008
                               -------      -------     -------     -------
                                  (unaudited, in          (unaudited, in
                                    thousands)               thousands)
    Reconciliation of
     Distributable Cash Flow
      to Net Income (Loss)
    Net income (loss)         $(19,548)     $18,641    $(23,409)    $17,460
    Add:
    Depreciation,
     amortization and
     accretion                  10,472        9,554      30,981      27,652
    Property impairments        20,500            -      21,450           -
    Amortization of deferred
     loan costs                    149          147         448         426
    Interest expense             2,702        3,271       7,739       9,888
                               -------      -------     -------     -------
    EBITDA                     $14,275      $31,613     $37,209      55,426

    Add:
    Non-cash unrealized
     loss (gain) on
     derivatives                   252       (5,620)        131      (3,685)
    Non-cash unit-based
     compensation expense          236          396         837       1,159
    Bad debt expense                 -       (7,799)          -         304
    Proceeds from settlement
     of derivative assets            -            -       3,155           -
    Going private transaction
     costs                         748            -       2,126           -
                               -------      -------     -------     -------
    Adjusted EBITDA            $15,511      $18,590     $43,458     $53,204

    Less:
    Cash interest expense        2,744        3,291       7,923       9,707
    Maintenance capital
     expenditures                1,270        1,737       4,127       4,681
    Payments on capital lease
     obligations                   210          134         560         369
    Bad debt expense                 -       (7,799)          -         304
    Going private transaction
     costs                         748            -       2,126           -
                               -------      -------     -------     -------
    Distributable cash flow    $10,539      $21,227     $28,722     $38,143
                               =======      =======     =======     =======



    We view distributable cash flow, a non-GAAP financial measure, as an
    important performance measure used by senior management to compare basic
    cash flows generated by the Partnership (prior to the establishment of any
    retained cash reserves by the Board of Directors) to the cash
    distributions expected to be paid to unitholders.  Using this metric,
    management can compute the coverage ratio of estimated cash flows to
    planned cash distributions.  Distributable cash flow is also an important
    non-GAAP financial measure for unitholders since it serves as an indicator
    of the Partnership's success in providing a cash return on investment.
    The financial measure indicates to investors whether or not the
    Partnership is generating cash flow at a level that can sustain or support
    an increase in quarterly distribution rates.  Distributable cash flow is
    also a quantitative standard used throughout the investment community with
    respect to publicly-traded master limited partnerships because the value
    of such an entity generally is related to the amount of cash distributions
    the entity can pay to its unitholders.  The GAAP financial measure most
    directly comparable to distributable cash flow is net income (loss).  Our
    distributable cash flow may not be comparable to similarly titled measures
    of other entities, as other entities may not calculate distributable cash
    flow in the same manner we do.



    Other Financial and Operating Data

    Hiland Holdings GP, LP - Results of Operations

    Set forth in the table below is financial and operating data for Hiland
    Holdings GP, LP.

                                  Three Months Ended     Nine Months Ended
                                       Sept. 30,             Sept. 30,
                                 --------------------    ------------------
                                   2009         2008       2009      2008
                                 --------     -------    --------   -------
                                    (unaudited, in        (unaudited, in
                                       thousands)            thousands)
    Total Segment Margin Data:
     Midstream revenues           $53,641    $114,548    $153,658  $319,058
    Midstream purchases            30,266      81,895      88,481   238,586
                                 --------     -------    --------   -------
    Midstream segment margin       23,375      32,653      65,177    80,472
    Compression revenues (A)        1,205       1,205       3,615     3,615
                                 --------     -------    --------   -------
    Total segment margin (B)      $24,580     $33,858     $68,792   $84,087
                                 ========     =======    ========   =======

    Summary of Operations Data:
    Midstream revenues            $53,641    $114,548    $153,658  $319,058
    Compression revenues            1,205       1,205       3,615     3,615
                                 --------     -------    --------   -------
    Total revenues                 54,846     115,753     157,273   322,673

    Midstream purchases
     (exclusive of items
      shown separately
      below)                       30,266      81,895      88,481   238,586
    Operations and maintenance      7,736       7,881      23,216    22,201
    Depreciation, amortization
     and accretion                 10,758       9,842      31,841    28,513
    Property impairments           20,500           -      21,450         -
    Bad debt                            -      (7,799)          -       304
    General and administrative      3,217       2,597      11,649     7,615
                                 --------     -------    --------   -------
    Total operating costs and
     expenses                      72,477      94,416     176,637   297,219
                                 --------     -------    --------   -------
    Operating income (loss)       (17,631)     21,337     (19,364)   25,454
    Other income (expense)         (2,900)     (3,349)     (8,211)  (10,132)
                                 --------     -------    --------   -------
    Net income (loss)             (20,351)     17,988     (27,575)   15,322
    Less: Noncontrolling
     partners' interest
     in income (loss)
     of Hiland Partners            (8,152)      6,800      (9,762)    4,402
                                 --------     -------    --------   -------
    Limited partners' interest
     in net income (loss)        $(12,379)    $11,188    $(17,813)  $10,920
                                 ========     =======    ========   =======



                                               Sept. 30,   December 31,
                                                  2009         2008
                                               ---------   ------------
                                                  (in thousands)
                                              (unaudited)
    Balance Sheet Data (at period end):
    Property and equipment, at cost, net        $325,649     $349,159
    Total assets                                $389,593     $435,560
    Long-term debt, net of current maturities   $256,934     $256,466
    Noncontrolling partners' interest in
     Hiland Partners                            $112,692     $125,851
    Total partners' equity                      $104,730     $141,348


    (A)  Compression revenues and compression segment margin are the same.
         There are no compression purchases associated with the compression
         segment.

    (B)  Reconciliation of total segment margin to operating income (loss):

                                     Three Months Ended     Nine Months Ended
                                          Sept. 30,              Sept. 30,
                                     ------------------    ------------------
                                       2009      2008       2009       2008
                                     -------    -------    -------    -------
                                      (unaudited, in          (unaudited, in
                                         thousands)              thousands)
    Reconciliation of Total Segment
     Margin to Operating Income
     (Loss)
    Operating income (loss)         $(17,631)   $21,337   $(19,364)   $25,454
    Add:
    Operations and maintenance
     expenses                          7,736      7,881     23,216     22,201
    Depreciation, amortization
     and accretion                    10,758      9,842     31,841     28,513
    Property impairments              20,500          -     21,450          -
    Bad debt expense                       -     (7,799)         -        304
    General and administrative
     expenses                          3,217      2,597     11,649      7,615
                                     -------    -------    -------    -------
    Total segment margin             $24,580    $33,858    $68,792    $84,087
                                     =======    =======    =======    =======



    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 purchases include the following costs and expenses:
    cost of natural gas and NGLs purchased by us from third parties, cost of
    natural gas and NGLs purchased by us from affiliates, and cost of crude
    oil purchased by us from third parties.  We define compression segment
    margin as the revenue derived from our compression segment.  Our total
    segment margin may not be comparable to similarly titled measures of other
    entities, as other entities may not calculate total segment margin in the
    same manner we do.

SOURCE Hiland Partners, LP; Hiland Holdings GP, LP


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