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8-K - HOLLY ENERGY PARTNERS LPhepform8-kq212earnings.htm



Press Release
July 31, 2012
Holly Energy Partners, L.P. Reports Second Quarter Results
Dallas, Texas -- Holly Energy Partners, L.P. (“HEP” or the “Partnership”) (NYSE-HEP) today reported financial results for the second quarter of 2012. For the quarter, distributable cash flow was $34.5 million, up $13.1 million, or 61% compared to the second quarter of 2011. Based on these results, HEP announced its 31stconsecutive distribution increase on July 25, 2012, raising the quarterly distribution from $0.895 to $0.910, representing a 5% increase over the distribution for the second quarter of 2011.
Net income for the second quarter was $23.2 million ($0.63 per basic and diluted limited partner unit) compared to $19.0 million ($0.69 per basic and diluted limited partner unit) for the second quarter of 2011. This increase in earnings is due principally to increased pipeline shipments, revenues attributable to our November 2011 asset acquisitions and annual tariff increases. These factors were partially offset by a decrease in previously deferred revenue realized, increased operating costs and expenses and higher interest expense.
Commenting on the second quarter of 2012, Matt Clifton, Chairman of the Board, Chief Executive Officer and President stated, “We are extremely pleased with our financial results, particularly with the improving levels of our distributable cash flow and EBITDA. EBITDA was $44.1 million, an increase of $8.6 million, or 24%, over last year’s second quarter. For the quarter, we benefited from our tankage and terminal operations acquired in November 2011 as well as from increased throughput levels on our pipeline systems.
"As announced earlier this month, we acquired HollyFrontier's 75% interest in the UNEV Pipeline. Looking forward, we expect further growth in distributable cash flow as we realize the earnings contributions of this newly constructed, common carrier pipeline system. We believe that UNEV offers great growth potential by virtue of providing raw material advantaged Rocky Mountain refiners with economic access to a new large market. Las Vegas has historically received almost all of its supply solely from California refiners," Clifton said.
Second Quarter 2012 Revenue Highlights
Revenues for the quarter were $63.7 million, a $12.8 million increase compared to the second quarter of 2011. The revenue increase was due to increased pipeline shipments, revenues attributable to our November 2011 asset acquisitions and the effect of annual tariff increases, partially offset by a $4.7 million decrease in previously deferred revenue realized. Overall pipeline volumes were up 20% compared to the second quarter of 2011.
Revenues from our refined product pipelines were $20.7 million, a decrease of $2.9 million primarily due to the effects of a $4.8 million decrease in previously deferred revenue realized that was partially offset by an increase in refined product shipments. Shipments averaged 158.2 thousand barrels per day (“mbpd”) compared to 142.6 mbpd for the second quarter of 2011.
Revenues from our intermediate pipelines were $6.7 million, an increase of $1.6 million, on shipments averaging 137.1 mbpd compared to 84.2 mbpd for the second quarter of 2011. This includes $1.2 million in revenues attributable to our Tulsa interconnect pipelines that were placed in service in September 2011 and the effects of a $0.1 million increase in previously deferred revenue realized.
Revenues from our crude pipelines were $11.0 million, an increase of $1.4 million, on shipments averaging 168.0 mbpd compared to 160.6 mbpd for the second quarter of 2011.
Revenues from terminal, tankage and loading rack fees were $25.3 million, an increase of $12.6 million compared to the second quarter of 2011. This includes $11.9 million in revenues attributable to our terminal, tankage and loading racks acquired in November 2011 that serve HollyFrontier's El Dorado and Cheyenne refineries. Refined products terminalled in our facilities increased to an average of 316.8 mbpd compared to 225.1 mbpd for the second quarter of 2011.


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Revenues for the three months ended June 30, 2012 include the recognition of $0.8 million of prior shortfalls billed to shippers in 2011, as they did not meet their minimum volume commitments within the contractual make-up period. As of June 30, 2012, deferred revenue in our consolidated balance sheet was $3.6 million. Such deferred revenue will be recognized in earnings either as payment for shipments in excess of guaranteed levels or when shipping rights expire unused over the contractual make-up period.
Six Months Ended June 30, 2012 Revenue Highlights
Revenues for the six months ended June 30, 2012 were $127.2 million, a $31.3 million increase compared to the same period of 2011. The revenue increase was due to increased pipeline shipments, revenues attributable to our November 2011 asset acquisitions and the effect of annual tariff increases, partially offset by a $6.6 million decrease in previously deferred revenue realized. Overall pipeline volumes were up 25.6% compared to the same period of 2011, when related-party throughput volumes were below target levels at HollyFrontier's Navajo refinery following a plant-wide power outage in January 2011.
Revenues from our refined product pipelines were $41.4 million, a decrease of $1.2 million primarily due to the effects of a $7.2 million decrease in previously deferred revenue realized that was partially offset by an increase in refined product shipments. Shipments averaged 159.8 mbpd compared to 134.2 mbpd for the six months ended June 30, 2011.
Revenues from our intermediate pipelines were $13.8 million, an increase of $4.1 million, on shipments averaging 130.3 mbpd compared to 76.5 mbpd for the six months ended June 30, 2011. This includes $2.5 million in revenues attributable to our Tulsa interconnect pipelines and the effects of a $0.6 million increase in previously deferred revenue realized.
Revenues from our crude pipelines were $21.5 million, an increase of $2.6 million, on shipments averaging 160.9 mbpd compared to 148.5 mbpd for the six months ended June 30, 2011.
Revenues from terminal, tankage and loading rack fees were $50.5 million, an increase of $25.8 million compared to the six months ended June 30, 2011. This includes $23.6 million in revenues attributable to our terminal, tankage and loading racks serving HollyFrontier's El Dorado and Cheyenne refineries. Refined products terminalled in our facilities increased to an average of 315.7 mbpd compared to 211.8 mbpd for the six months ended June 30, 2011.
Revenues for the six months ended June 30, 2012 include the recognition of $2.5 million of prior shortfalls billed to shippers in 2011, as they did not meet their minimum volume commitments within the contractual make-up period.
Cost and Expense Highlights
Operating costs and expenses were $29.5 million and $58.8 million for the three and the six months ended June 30, 2012, respectively, representing increases of $5.9 million and $13.4 million over the respective periods of 2011. These increases reflect incremental operating costs and expenses attributable to higher throughput levels and our recently acquired assets serving HFC’s El Dorado and Cheyenne refineries as well as year-over-year increases in depreciation expense, maintenance service and payroll costs and professional fees.
Interest expense was $11.3 million and $21.7 million for the three and the six months ended June 30, 2012, respectively, representing increases of $2.6 million and $4.5 million over the respective periods of 2011 due to higher year-over-year debt levels. Also, we recognized a loss of $0.4 million and $3.0 million for the three and six months ended June 30, 2012, respectively, on the early extinguishment of our $185 million 6.25% senior notes.
We have scheduled a webcast conference call today at 4:00 PM Eastern Time to discuss financial results. This webcast may be accessed at: https://event.webcasts.com/starthere.jsp?ei=1007359.
An audio archive of this webcast will be available using the above noted link through August 14, 2012.


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About Holly Energy Partners, L.P.
Holly Energy Partners, L.P., headquartered in Dallas, Texas, provides petroleum product and crude oil transportation, terminalling, storage and throughput services to the petroleum industry, including HollyFrontier Corporation subsidiaries. The Partnership owns and operates petroleum product and crude gathering pipelines, tankage and terminals in Texas, New Mexico, Arizona, Washington, Idaho, Oklahoma, Utah, Wyoming and Kansas. In addition, the Partnership owns a 25% interest in SLC Pipeline LLC, a 95-mile intrastate pipeline system serving refineries in the Salt Lake City, Utah area and a 75% interest in UNEV Pipeline L.L.C., the owner of a Holly Energy operated refined products pipeline running from Utah to Las Vegas, Nevada, and related product terminals.
HollyFrontier Corporation, headquartered in Dallas, Texas, is an independent petroleum refiner and marketer that produces high value light products such as gasoline, diesel fuel, jet fuel and other specialty products. HollyFrontier operates through its subsidiaries a 135,000 barrels-per-stream-day (“bpsd”) refinery located in El Dorado, Kansas, a 125,000 bpsd refinery in Tulsa, Oklahoma, a 100,000 bpsd refinery located in Artesia, New Mexico, a 52,000 bpsd refinery located in Cheyenne, Wyoming, and a 31,000 bpsd refinery in Woods Cross, Utah. HollyFrontier markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. A subsidiary of HollyFrontier also owns a 44% interest (including the general partner interest) in Holly Energy Partners, L.P.
The statements in this press release relating to matters that are not historical facts are “forward-looking statements” within the meaning of the federal securities laws. Forward looking statements use words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “intend,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations. These statements are based on our beliefs and assumptions and those of our general partner using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties. Although we and our general partner believe that such expectations reflected in such forward-looking statements are reasonable, neither we nor our general partner can give assurance that our expectations will prove to be correct. Such statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected. Certain factors could cause actual results to differ materially from results anticipated in the forward-looking statements. These factors include, but are not limited to:
risks and uncertainties with respect to the actual quantities of petroleum products and crude oil shipped on our pipelines and/or terminalled, stored and throughput in our terminals;
the economic viability of HollyFrontier 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;
our ability to integrate the operations of the UNEV Pipeline successfully and to realize the anticipated benefits associated with our ownership interest in UNEV Pipeline; and
other financial, operations and legal risks and uncertainties detailed from time to time in our Securities and Exchange Commission filings.

The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


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RESULTS OF OPERATIONS (Unaudited)

Income, Distributable Cash Flow and Volumes
The following tables present income, distributable cash flow and volume information for the three and six months ended June 30, 2012 and 2011.
 
Three Months Ended June 30,
 

Change from
 
2012
 
2011
 
2011
 
(In thousands, except per unit data)
Revenues
 
 
 
 
 
Pipelines:
 
 
 
 
 
Affiliates – refined product pipelines
$
13,271

 
$
11,689

 
$
1,582

Affiliates – intermediate pipelines
6,712

 
5,069

 
1,643

Affiliates – crude pipelines
10,993

 
9,624

 
1,369

 
30,976

 
26,382

 
4,594

Third parties – refined product pipelines
7,452

 
11,906

 
(4,454
)
 
38,428

 
38,288

 
140

Terminals, tanks and loading racks:
 
 
 
 
 
Affiliates
23,248

 
10,757

 
12,491

Third parties
2,016

 
1,895

 
121

 
25,264

 
12,652

 
12,612

Total revenues
63,692

 
50,940

 
12,752

Operating costs and expenses:
 
 
 
 
 
Operations
17,923

 
14,366

 
3,557

Depreciation and amortization
9,132

 
7,713

 
1,419

General and administrative
2,487

 
1,573

 
914

 
29,542

 
23,652

 
5,890

Operating income
34,150

 
27,288

 
6,862

 
 
 
 
 
 
Equity in earnings of SLC Pipeline
794

 
467

 
327

Interest expense, including amortization
(11,324
)
 
(8,724
)
 
(2,600
)
Loss on early extinguishment of debt
(383
)
 

 
(383
)
 
(10,913
)
 
(8,257
)
 
(2,656
)
Income before income taxes
23,237

 
19,031

 
4,206

State income tax expense
(75
)
 
(18
)
 
(57
)
Net income
23,162

 
19,013

 
4,149

Less general partner interest in net income, including incentive distributions(1)
5,917

 
3,847

 
2,070

Limited partners’ interest in net income
$
17,245

 
$
15,166

 
$
2,079

Limited partners’ earnings per unit – basic and diluted:(1)
$
0.63

 
$
0.69

 
$
(0.06
)
Weighted average limited partners’ units outstanding
27,361

 
22,079

 
5,282

EBITDA(2)
$
44,076

 
$
35,468

 
$
8,608

Distributable cash flow(3)
$
34,520

 
$
21,421

 
$
13,099

Volumes (bpd)
 
 
 
 
 
Pipelines:
 
 
 
 
 
Affiliates – refined product pipelines
101,886

 
90,984

 
10,902

Affiliates – intermediate pipelines
137,115

 
84,201

 
52,914

Affiliates – crude pipelines 
168,047

 
160,648

 
7,399

 
407,048

 
335,833

 
71,215

Third parties – refined product pipelines
56,297

 
51,627

 
4,670

 
463,345

 
387,460

 
75,885

Terminals and loading racks:
 
 
 
 


Affiliates
267,988

 
182,394

 
85,594

Third parties
48,825

 
42,694

 
6,131

 
316,813

 
225,088

 
91,725

Total for pipelines and terminal assets (bpd)
780,158

 
612,548

 
167,610



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Six Months Ended June 30,
 

Change from
 
2012
 
2011
 
2011
 
(In thousands, except per unit data)
Revenues
 
 
 
 
 
Pipelines:
 
 
 
 
 
Affiliates – refined product pipelines
$
25,628

 
$
21,547

 
$
4,081

Affiliates – intermediate pipelines
13,757

 
9,702

 
4,055

Affiliates – crude pipelines
21,538

 
18,945

 
2,593

 
60,923

 
50,194

 
10,729

Third parties – refined product pipelines
15,780

 
21,061

 
(5,281
)
 
76,703

 
71,255

 
5,448

Terminals, tanks and loading racks:
 
 
 
 
 
Affiliates
46,094

 
21,052

 
25,042

Third parties
4,410

 
3,650

 
760

 
50,504

 
24,702

 
25,802

Total revenues
127,207

 
95,957

 
31,250

Operating costs and expenses:
 
 
 
 
 
Operations
34,911

 
27,162

 
7,749

Depreciation and amortization
19,396

 
15,353

 
4,043

General and administrative
4,526

 
2,936

 
1,590

 
58,833

 
45,451

 
13,382

Operating income
68,374

 
50,506

 
17,868

 
 
 
 
 
 
Equity in earnings of SLC Pipeline
1,625

 
1,207

 
418

Interest expense, including amortization
(21,729
)
 
(17,273
)
 
(4,456
)
Loss on early extinguishment of debt
(2,979
)
 

 
(2,979
)
Other expense

 
(12
)
 
12

 
(23,083
)
 
(16,078
)
 
(7,005
)
Income before income taxes
45,291

 
34,428

 
10,863

State income tax expense
(150
)
 
(246
)
 
96

Net income
45,141

 
34,182

 
10,959

Less general partner interest in net income, including incentive distributions(1)
11,425

 
7,409

 
4,016

Limited partners’ interest in net income
$
33,716

 
$
26,773

 
$
6,943

Limited partners’ earnings per unit – basic and diluted:(1)
$
1.23

 
$
1.21

 
$
0.02

Weighted average limited partners’ units outstanding
27,361

 
22,079

 
5,282

EBITDA(2)
$
89,395

 
$
67,054

 
$
22,341

Distributable cash flow(3)
$
71,075

 
$
42,193

 
$
28,882

Volumes (bpd)
 
 
 
 
 
Pipelines:
 
 
 
 
 
Affiliates – refined product pipelines
99,556

 
84,139

 
15,417

Affiliates – intermediate pipelines
130,341

 
76,452

 
53,889

Affiliates – crude pipelines 
160,855

 
148,520

 
12,335

 
390,752

 
309,111

 
81,641

Third parties – refined product pipelines
60,292

 
50,086

 
10,206

 
451,044

 
359,197

 
91,847

Terminals and loading racks:
 
 
 
 
 
Affiliates
265,109

 
170,230

 
94,879

Third parties
50,604

 
41,532

 
9,072

 
315,713

 
211,762

 
103,951

Total for pipelines and terminal assets (bpd)
766,757

 
570,959

 
195,798

(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. General partner incentive distributions were $5.6 million and $3.5 million for the three months ended June 30, 2012 and 2011, respectively, and $10.7 million and $6.9 million for the six months ended June 30, 2012 and 2011, respectively. Net income attributable to the limited partners


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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 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 June 30,
 
Six Months Ended June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Net income
$
23,162

 
$
19,013

 
$
45,141

 
$
34,182

Add (subtract):
 
 
 
 
 
 
 
Interest expense
9,547

 
8,419

 
18,307

 
16,678

Amortization of discount and deferred debt charges
1,777

 
305

 
3,422

 
595

Loss on early extinguishment of debt
383

 

 
2,979

 

State income tax
75

 
18

 
150

 
246

Depreciation and amortization
9,132

 
7,713

 
19,396

 
15,353

EBITDA
$
44,076

 
$
35,468

 
$
89,395

 
$
67,054

(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 billed crude revenue settlement 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.
Set forth below is our calculation of distributable cash flow.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Net income
$
23,162

 
$
19,013

 
$
45,141

 
$
34,182

Add (subtract):
 
 
 
 
 
 
 
Depreciation and amortization
9,132

 
7,713

 
19,396

 
15,353

Amortization of discount and deferred debt issuance costs
1,777

 
305

 
3,422

 
595

Loss on early extinguishment of debt
383

 

 
2,979

 

Billed crude revenue settlement
917

 

 
1,835

 

Increase (decrease) in deferred revenue
163

 
(4,014
)
 
(429
)
 
(5,118
)
Maintenance capital expenditures*
(1,292
)
 
(1,904
)
 
(1,599
)
 
(3,133
)
Other non-cash adjustments
278

 
308

 
330

 
314

Distributable cash flow
$
34,520

 
$
21,421

 
$
71,075

 
$
42,193

    
*
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.


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June 30,
 
December 31,
 
2012
 
2011
 
(In thousands)
Balance Sheet Data
 
 
 
Cash and cash equivalents
$
4,216

 
$
3,269

Working capital
$
10,351

 
$
12,293

Total assets
$
959,698

 
$
966,956

Long-term debt
$
613,195

 
$
605,888

Total equity(4)
$
312,864

 
$
329,377


(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 HollyFrontier while we were a consolidated variable interest entity of HollyFrontier had been acquired from third parties, our acquisition cost in excess of HollyFrontier’s basis in the transferred assets of $295.6 million (as of June 30, 2012) would have been recorded as increases to our properties and equipment and intangible assets instead of decreases to partners’ equity.


FOR FURTHER INFORMATION, Contact:

Bruce R. Shaw, Senior Vice President and
Chief Financial Officer
M. Neale Hickerson, Vice President,
Investor Relations
Holly Energy Partners, L.P.
214/871-3555


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