Delaware | 001-32225 | 20-0833098 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
100 Crescent Court, Suite 1600 Dallas, Texas |
75201-6915 |
|
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
99.1 |
|
Press Release of the Partnership issued April 28, 2011 announcing first quarter of 2011 results.* |
* | Furnished herewith. |
HOLLY ENERGY PARTNERS, L.P. | ||||||||||
By: | HEP Logistics Holdings, L.P. | |||||||||
its General Partner | ||||||||||
By: | Holly Logistic Services, L.L.C. | |||||||||
its General Partner | ||||||||||
By: | /s/ Bruce R. Shaw
Senior Vice President and Chief Financial Officer |
Exhibit | ||||
Number | Exhibit Title | |||
99.1 | | Press Release of the Partnership issued April 28, 2011 announcing first
quarter of 2011 results.* |
* | Furnished herewith. |
Press Release April 28, 2011 |
![]() |
| Revenues from our refined product pipelines were $19 million, an increase of $2.1
million including a $1.7 million increase in previously deferred revenue realized.
Shipments averaged 125.7 thousand barrels per day (mbpd) compared to 124.2 mbpd for the
first quarter of 2010. |
| Revenues from our intermediate pipelines were $4.6 million, a decrease of $1.2 million
including a $0.6 million decrease in previously deferred revenue realized. Shipments
averaged 68.6 mbpd compared to 79.1 mbpd for the first quarter of 2010. |
- 4 -
| Revenues from our crude pipelines were $9.3 million, a decrease of $0.1 million, on
shipments averaging 136.3 mbpd compared to 134.9 mbpd for the first quarter of 2010. |
| Revenues from terminal, tankage and loading rack fees were $12.1 million, an increase of
$3.4 million compared to the first quarter of 2010, reflecting revenues attributable to our
Tulsa storage and rack facilities acquired from Holly in March 2010. |
| risks and uncertainties with respect to the actual quantities of petroleum products and
crude oil shipped on our pipelines and/or terminalled in our terminals; |
- 5 -
| the economic viability of Holly Corporation, Alon USA, Inc. and our other customers; |
| the demand for refined petroleum products in markets we serve; |
| our ability to successfully purchase and integrate additional operations in the future; |
| our ability to complete previously announced or contemplated acquisitions; |
| the availability and cost of additional debt and equity financing; |
| the possibility of reductions in production or shutdowns at refineries utilizing our
pipeline and terminal facilities; |
| the effects of current and future government regulations and policies; |
| our operational efficiency in carrying out routine operations and capital construction
projects; |
| the possibility of terrorist attacks and the consequences of any such attacks; |
| general economic conditions; and |
| other financial, operations and legal risks and uncertainties detailed from time to time
in our Securities and Exchange Commission filings. |
- 6 -
Three Months Ended | Change | |||||||||||
March 31, | from | |||||||||||
2011 | 2010 | 2010 | ||||||||||
(In thousands, except per unit data) | ||||||||||||
Revenues |
||||||||||||
Pipelines: |
||||||||||||
Affiliates refined product pipelines |
$ | 9,858 | $ | 11,480 | $ | (1,622 | ) | |||||
Affiliates intermediate pipelines |
4,633 | 5,792 | (1,159 | ) | ||||||||
Affiliates crude pipelines |
9,321 | 9,405 | (84 | ) | ||||||||
23,812 | 26,677 | (2,865 | ) | |||||||||
Third parties refined product pipelines |
9,155 | 5,404 | 3,751 | |||||||||
32,967 | 32,081 | 886 | ||||||||||
Terminals and loading racks: |
||||||||||||
Affiliates |
10,295 | 6,920 | 3,375 | |||||||||
Third parties |
1,755 | 1,695 | 60 | |||||||||
12,050 | 8,615 | 3,435 | ||||||||||
Total revenues |
45,017 | 40,696 | 4,321 | |||||||||
Operating costs and expenses |
||||||||||||
Operations |
12,796 | 13,060 | (264 | ) | ||||||||
Depreciation and amortization |
7,640 | 7,210 | 430 | |||||||||
General and administrative |
1,363 | 2,563 | (1,200 | ) | ||||||||
21,799 | 22,833 | (1,034 | ) | |||||||||
Operating income |
23,218 | 17,863 | 5,355 | |||||||||
Equity in earnings of SLC Pipeline |
740 | 481 | 259 | |||||||||
Interest income |
| 3 | (3 | ) | ||||||||
Interest expense, including amortization |
(8,549 | ) | (7,544 | ) | (1,005 | ) | ||||||
Other |
(12 | ) | (7 | ) | (5 | ) | ||||||
(7,821 | ) | (7,067 | ) | (754 | ) | |||||||
Income before income taxes |
15,397 | 10,796 | 4,601 | |||||||||
State income tax |
(228 | ) | (94 | ) | (134 | ) | ||||||
Net income |
15,169 | 10,702 | 4,467 | |||||||||
Less general partner interest in net income, including
incentive distributions (1) |
3,562 | 2,646 | 916 | |||||||||
Limited partners interest in net income |
$ | 11,607 | $ | 8,056 | $ | 3,551 | ||||||
Limited partners earnings per unit basic and diluted |
$ | 0.53 | $ | 0.36 | $ | 0.17 | ||||||
Weighted average limited partners units outstanding |
22,079 | 22,079 | | |||||||||
EBITDA (2) |
$ | 31,586 | $ | 25,547 | $ | 6,039 | ||||||
Distributable cash flow (3) |
$ | 20,772 | $ | 20,159 | $ | 613 | ||||||
Volumes (bpd) |
||||||||||||
Pipelines: |
||||||||||||
Affiliates refined product pipelines |
77,218 | 93,382 | (16,164 | ) | ||||||||
Affiliates intermediate pipelines |
68,617 | 79,118 | (10,501 | ) | ||||||||
Affiliates crude pipelines |
136,257 | 134,889 | 1,368 | |||||||||
282,092 | 307,389 | (25,297 | ) | |||||||||
Third parties refined product pipelines |
48,528 | 30,835 | 17,693 | |||||||||
330,620 | 338,224 | (7,604 | ) | |||||||||
Terminals and loading racks: |
||||||||||||
Affiliates |
157,932 | 163,796 | (5,864 | ) | ||||||||
Third parties |
40,356 | 34,843 | 5,513 | |||||||||
198,288 | 198,639 | (351 | ) | |||||||||
Total for pipelines and terminal assets (bpd) |
528,908 | 536,863 | (7,955 | ) | ||||||||
- 7 -
(1) | Net income is allocated between limited partners and the general partner interest in
accordance with the provisions of the partnership agreement. Net income allocated to the
general partner includes incentive distributions declared subsequent to quarter end. For
the three months ended March 31, 2011 and 2010, general partner incentive distributions
were $3.3 million and $2.5 million, respectively. Net income attributable to the limited
partners is divided by the weighted average limited partner units outstanding in computing
the limited partners per unit interest in net income. |
|
(2) | Earnings before interest, taxes, depreciation and amortization (EBITDA) is calculated
as net income plus (i) interest expense, net of interest income, (ii) state income tax and
(iii) depreciation and amortization. EBITDA is not a calculation based upon U.S. generally
accepted accounting principles (GAAP). However, the amounts included in the EBITDA
calculation are derived from amounts included in our consolidated financial statements.
EBITDA should not be considered as an alternative to net income or operating income, as an
indication of our operating performance or as an alternative to operating cash flow as a
measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of
other companies. EBITDA is presented here because it is a widely used financial indicator
used by investors and analysts to measure performance. EBITDA also is used by our
management for internal analysis and as a basis for compliance with financial covenants. |
|
Set forth below is our calculation of EBITDA. |
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
(In thousands) | ||||||||
Net income |
$ | 15,169 | $ | 10,702 | ||||
Add (subtract): |
||||||||
Interest expense |
8,259 | 5,886 | ||||||
Amortization of discount and deferred debt issuance costs |
290 | 194 | ||||||
Increase in interest expense change in fair value
of interest rate swaps and swap settlement costs |
| 1,464 | ||||||
Interest income |
| (3 | ) | |||||
State income tax |
228 | 94 | ||||||
Depreciation and amortization |
7,640 | 7,210 | ||||||
EBITDA |
$ | 31,586 | $ | 25,547 | ||||
(3) | Distributable cash flow is not a calculation based upon GAAP. However, the amounts
included in the calculation are derived from amounts separately presented in our
consolidated financial statements, with the exception of equity in excess cash flows over
earnings of SLC Pipeline and maintenance capital expenditures. Distributable cash flow
should not be considered in isolation or as an alternative to net income or operating
income, as an indication of our operating performance, or as an alternative to operating
cash flow as a measure of liquidity. Distributable cash flow is not necessarily comparable
to similarly titled measures of other companies. Distributable cash flow is presented here
because it is a widely accepted financial indicator used by investors to compare
partnership performance. It also is used by management for internal analysis and our
performance units. We believe that this measure provides investors an enhanced perspective
of the operating performance of our assets and the cash our business is generating. |
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
(In thousands) | ||||||||
Net income |
$ | 15,169 | $ | 10,702 | ||||
Add (subtract): |
||||||||
Depreciation and amortization |
7,640 | 7,210 | ||||||
Amortization of discount and deferred debt
issuance costs |
290 | 194 | ||||||
Increase in interest
expense change in fair value of interest rate
swaps and swap settlement costs |
| 1,464 | ||||||
Equity in excess cash flows
over earnings of SLC Pipeline |
6 | 178 | ||||||
Increase (decrease) in deferred revenue |
(1,104 | ) | 1,108 | |||||
Maintenance capital expenditures* |
(1,229 | ) | (697 | ) | ||||
Distributable cash flow |
$ | 20,772 | $ | 20,159 | ||||
* | Maintenance capital expenditures are capital expenditures made to replace
partially or fully depreciated
assets in order to maintain the existing operating capacity of our assets and to extend
their useful lives. Maintenance capital expenditures include expenditures required to
maintain equipment reliability, tankage and pipeline integrity, and safety and to address
environmental regulations. |
- 8 -
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
Balance Sheet Data | (In thousands) | |||||||
Cash and cash equivalents |
$ | 1,502 | $ | 403 | ||||
Working capital |
$ | 1,507 | $ | (7,758 | ) | |||
Total assets |
$ | 652,150 | $ | 643,273 | ||||
Long-term debt |
$ | 514,733 | $ | 491,648 | ||||
Partners equity (4) |
$ | 103,890 | $ | 109,372 |
(4) | As a master limited partnership, we distribute our available cash, which historically
has exceeded our net income because depreciation and amortization expense represents a
non-cash charge against income. The result is a decline in partners equity since our
regular quarterly distributions have exceeded our quarterly net income. Additionally, if
the assets contributed and acquired from Holly while we were a consolidated variable
interest entity of Holly had been acquired from third parties, our acquisition cost in
excess of Hollys basis in the transferred assets of $218 million would have been recorded
as increases to our properties and equipment and intangible assets instead of decreases to
partners equity. |
- 9 -
:L!&-X;@`DS0`W(*,0L.,,&/@#1""5"EJ@$<
/*39=G"%2RUAQY\RI05N(`*]*"X0O#QE;$T MPLYJ60% 4S)?L4Y0P^!5`7"),.BLB5"L!G/`V03P4D<,1#>Q)1!A!@HO]4&R0Q MFHBWC8`DJ+.`1X_5!"2,E*1`X`(#-C"'+RA!!RH5@`+4@Y='*F$-#;!`$[TH M@`L`@3@WW !4ZA6X5>C/S#2""'XPP*,H(3T<,`(5B`:6U%"@!*<800RD$$'OF"W M'(R!#T>HZQ-0<(8=X$$-W1HK"93PA7,-]B0:T((2;B`#77)!IFMX;&0-41N& MG>$$9)@!92>0!0^,@`MI^NQ$&L`"!@A`!M5C0!LT0(`0"&``.AG") H$/&(`#/V`'O_ZHJR8:@``N\($. M#Q@C_Q_F0(`)C,`"&T`P;1S*VB&((`$JX``:`M"!$6``"QGH0!6H8%,-RV8% MU6W!'3QP@RHH@`!>&,$)-N9BT.#!`PQ@``3V8``&G$`/-BB"`!)0``7WN"=. M@4"0/:"!(]S@!`!(\@UTD+(G,R8%/5B"``Q`@!ZT@0$1(`,=@KR&%WB9,0TP M`15NL(0U$$$+52A!$&30A->@X 0$[S-"$&?2@"1P8P`<0$(4V,`709<&+ M!@`P`1W$X`D'B$(4//"!".A`"FZ:$*1%4QLDK$$'.CB`#0X@!@QXH+QFB`(" M-##JLFA@#2"@RP8`@($VU"`N4=`!`![@Y%KO0VXOF$,7VO^`D`P400PQD``` MI*`#*$#5V%#1`!L&`((!9"`#`YB``AI8`1`H@`C%QK8_1,`2 ^_SG_LDN@B<)=$P('31XX;"+C]Z8I(N"Z44_MM*)'E6E M#^)(4#>2U4%Q]*YC76YW@<'3';IU06175& 4W_X:<$.+RRIT$YA&?>`U=_O67P,OB'Z^!%D^# M!J87^^)-@GG1:\CS#2A#"O0;?-93_A(-@('O-53Y(;RA#`L71/$OP7K7__[V MHZ_\'_9^"21HX`$_P`/=#7`$`$QR!09P@0VF088<3$`>38@``01!AB,8H,F$ M"(`+CI`R`QY!_HY'!T>@`'+P&0V0`^1'?D=P!(R"!@.@!1#V!RG@`UK@`PWP M`"Z@!08P`/M7@0T``%J@@52@!500`7.B7!O@!5V@`Q/0`C7@9@6P?SY0!D-` M`"XP`#&`_P6$\`!4D'X#<`1:X` (,&``$KD`(. M,`#D%X(+B`![$`-'0`4P\@=IL'\!4`8`0`5`&()4H`!;P(-'X`(N8``&0`7# M]@8_$`0A``08L`-:T`-#,`("L`"+00=\P``%\`(`5\4`5!)@`"8`%Z)`-\ MP`=00(.#``"*&`2:YP)\,`(#]0$UU@2TUGAMH#PW<`.^U08!X``"@!L0$'Q- MP`0[D`)D<`*XX5L"<`-%\#],,`8W,`(WP`15H`-K%00Z4(L`NZCB*I,@`:[`!':"(BG@#S!@! M*0`'#%`%'6`!"7D#$:`$3!`&*2!\=.`C`?`#(3`%3*`%3S`',70&`X`%`9". M%NAT/2``.&")]+<$1K`#%%`$E\0DI]<&(Y``>M`#&;`&+/``&2``U6$!,D`# MK;@#Y'4"3#`9`-`#:_`!;S```G`")^<#]7$#*[`'(/"4'A``RL9F9:!.4P`! M`9``4Q`%\T<(6S`&7!`&,S`#!L('J_@`2Z`"5J`"2W`'>'$`=M`!$5`#'J`: M?.`!:*`'-9`Q5B"80F`#K:2+5!`'0?#_!5_0`Z @`ULPDDQ` M,X30`UYCB7G1``<0'U[P!4S@`OHVDU.P`QG`!BS``C;0`$[0+1T@&1K0!"U) M7AS`!5W``A_P`6QP!PTP`$I"`&^@`2UP!I<2!-6U`$@``S\0`#V```\C`JIQ M!5KP!0R0`2:Q!1TP!2SV!P$P!AO9`$&@`@QP!!QP`3U0>'B),BF`!#G@BSV@ M(2F`/A:`?'NP!-QD&D$0!/?8`UD0`E6``@#`G&R`!F]0C2K@!R*0`FSP*2WP M`BW`!1U0!.:%_P`?0`;"Q#KIV"VLR0(HH`2;I'5%,`8<(`,C:0>ZN1B\>0,S ML'UX@0<8H"H1M%:&L`0^ 4!YYD`!;,`%V,`%O,`1X605`L`,[H$)0HGD6.@@9.@4M4`(" MH)SWF`&GI`*.N:8,``(F`)"P.0$3<`4J8`%"\` `$4S`%3^`'?(`"2D649!"D%F``C1H";/`'CS0&BC@%?$4@ M>+HC*>`")V`$7.`'1E(&\#$&*"!8B_`%OZJ(110&!(`&BQ4&,N"F.!``FLH% M3$".1;0#97D^3&`!I+H$4U`!@HH#0/"A*1`"--H"%1`"%1`##T"K?"@`4Q!! M&3`-H^D%87`%7R`V8T`E@Y`TK+D''&(M92`"0L``4S`!-A``U:H&-D``!$`& M>%`#HZ@'9$``-F`#>$"?S%&6E"0&I20!%/``;KNN[ P!`5PDB.``DMP!6(0!6B0! ZNDL`DG^@`0NP[8OXZ"X=D@">.@$@\`$`.0(10(-HX%L&D`5X1JPAT`+Y MRP$HD&AT!P,^P`$6\&=[H`:X6HY7``$O,`0!<`)6T,1,?`)LD`$H4,8<<,9B M@`9'U`%`L+Z'(`5??,9G+`5H,`<=<`*#6`9J@`)6<(OT$<=A3`(-<`0G\%1X M$0-23#1$8`!6D,*260$8H`:#(`)BP`&Y90AD8`$GD`/`4AMUT`8GD"`BH`%J MP`%F``8^T`%M<%]_L`8H<`)Z^` `<8P`%VN@%AT`&YZ"-74`.!```[ ` end