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8-K - 8-K - BUCKEYE PARTNERS, L.P.a14-13479_38k.htm

Exhibit 99.1

 

News Release
NYSE: BPL

Buckeye Partners, L.P.
One Greenway Plaza
Suite 600
Houston, TX 77046

 

Contact:      Kevin J. Goodwin

Vice President and Treasurer

irelations@buckeye.com

(800) 422-2825

 

BUCKEYE PARTNERS, L.P. REPORTS FINANCIAL RESULTS

FOR SECOND QUARTER 2014

Announces Increase in Cash Distribution

 

HOUSTON, August 8, 2014 — Buckeye Partners, L.P. (“Buckeye”) (NYSE: BPL) today reported income from continuing operations for the second quarter of 2014 of $61.9 million compared to income from continuing operations for the second quarter of 2013 of $85.7 million.

 

Income from continuing operations attributable to Buckeye’s unitholders was $0.53 per diluted unit for the second quarter of 2014 compared to $0.80 per diluted unit for the second quarter of 2013.  The diluted weighted average of units outstanding in the second quarter of 2014 was 116.7 million compared to 106.2 million in the second quarter of 2013. The increase in units is primarily the result of our unit offering in October 2013.

 

Adjusted EBITDA (as defined below) from continuing operations for the second quarter of 2014 was $150.8 million compared to $153.8 million for the second quarter of 2013.

 

“Growth capital investments and the contribution from the terminals acquired from Hess Corporation contributed to solid results from our Pipelines & Terminals and Global Marine Terminals segments,” said Clark C. Smith, Chairman, President and Chief Executive Officer.  “We began operating two recently constructed storage tanks in the Chicago Complex during the quarter that are intended to store crude oil for a major Midwestern refiner.  Our new Perth Amboy pipeline connection was placed in service during the quarter, providing customers with what we believe is premier connectivity in the New York Harbor.  In addition, a one million barrel storage contract with a gasoline blender was initiated in connection with the completion of this pipeline.  We are pleased with the successful completion of these significant milestones in our 2014 growth capital plan.  The contribution from the assets acquired from Hess continues to meet our expectations,” continued Mr. Smith.  “We successfully completed our integration efforts and have turned our focus to the further commercialization of these assets.  For example, we have contracted a substantial portion of the recently acquired Port Reading facility and secured a strategic petroleum reserve position, both of which are on a long-term basis.”

 

“Our Merchant Services segment had a particularly disappointing quarter,” said Mr. Smith.  “The segment generated negative EBITDA of $26.2 million for the quarter.  The losses experienced were driven by overall weakness in business conditions in the markets we serve, and unfavorable results from the implementation of strategies intended to grow our business, increase utilization of our logistic assets and mitigate risk.  The strategies that contributed to our poor performance were terminated in the second quarter. We have put new leadership in place for this segment and

 



 

are in the process of rationalizing our business model and aligning our risk management activities with our long-term strategic initiatives. We are focused on targeting refined petroleum markets within our existing footprint with attractive competitive dynamics and liquidity that are consistent with our current risk profile.  I am pleased to report that our third quarter performance is off to a strong start as we had a profitable July and we expect improved performance going forward.”

 

Distributable cash flow (as defined below) from continuing operations for the second quarter of 2014 was $94.4 million compared to $112.1 million for the second quarter of 2013.  Buckeye also reported distribution coverage of 0.73 times for the second quarter of 2014.

 

Discontinued Operations.  As previously announced, on July 29, 2014, Buckeye signed a purchase and sale agreement to sell its Natural Gas Storage business for $105 million.  “We are pleased to announce we have entered into an agreement to sell this business, as it represents non-core operating assets,” said Mr. Smith.  “We intend to use the proceeds from the sale to reduce the indebtedness outstanding under our revolving credit facility.”  This transaction is expected to close in the fourth quarter of 2014 or the first quarter of 2015.  As a result of this event, Buckeye recorded an asset impairment charge of $26.3 million as a loss from discontinued operations in its consolidated financial statements.

 

Cash Distribution.  Buckeye also announced today that its general partner declared a cash distribution of $1.1125 per limited partner unit (“LP Unit”) for the quarter ended June 30, 2014.  The distribution will be payable on August 25, 2014, to unitholders of record on August 18, 2014.  This cash distribution represents an almost five percent increase over the $1.0625 per LP Unit distribution declared for the quarter ended June 30, 2013.  Buckeye has paid cash distributions in each quarter since its formation in 1986.

 

Conference Call.  Buckeye will host a conference call with members of executive management today, August 8, 2014, at 11:00 a.m. Eastern Time. To access the live webcast of the call, go to http://www.media-server.com/m/p/xumidbaz ten minutes prior to its start.  Interested parties may participate in the call by dialing 877-870-9226.  A replay will be archived and available at this link until September 30, 2014, and the replay also may be accessed by dialing 800-585-8367 and entering the access code 76059582.

 

About Buckeye Partners, L.P.

 

Buckeye Partners, L.P. (NYSE: BPL) is a publicly traded master limited partnership and owns and operates a diversified network of integrated assets providing midstream logistic solutions, primarily consisting of the transportation, storage, and marketing of liquid petroleum products.  Buckeye is one of the largest independent liquid petroleum products pipeline operators in the United States in terms of volumes delivered with approximately 6,000 miles of pipeline and more than 120 liquid petroleum products terminals with aggregate storage capacity of over 110 million barrels across our portfolio of pipelines, inland terminals, and an integrated network of marine terminals located primarily on the U.S. East Coast and in the Caribbean.  Buckeye’s flagship marine terminal in The Bahamas, BORCO, is one of the largest marine crude oil and petroleum products storage facilities in the world and provides an array of logistics and blending services for the global flow of petroleum products.  Buckeye’s network of marine terminals enables it to facilitate global flows of crude oil, refined petroleum products, and other commodities, and to offer its customers connectivity to some of the world’s most important bulk

 



 

storage and blending hubs.  Buckeye is also a wholesale distributor of refined petroleum products in areas served by its pipelines and terminals.  Finally, Buckeye also operates or maintains third-party pipelines under agreements with major oil and gas, petrochemical and chemical companies, and performs certain engineering and construction management services for third parties.  More information concerning Buckeye can be found at www.buckeye.com.

 

* * * * *

 

Adjusted EBITDA and distributable cash flow are measures not defined by GAAP.  Adjusted EBITDA is the primary measure used by our senior management, including our Chief Executive Officer, to (i) evaluate our consolidated operating performance and the operating performance of our business segments, (ii) allocate resources and capital to business segments, (iii) evaluate the viability of proposed projects, and (iv) determine overall rates of return on alternative investment opportunities.  Distributable cash flow is another measure used by our senior management to provide a clearer picture of Buckeye’s cash available for distribution to its unitholders.  Adjusted EBITDA and distributable cash flow eliminate (i) non-cash expenses, including, but not limited to, depreciation and amortization expense resulting from the significant capital investments we make in our businesses and from intangible assets recognized in business combinations, (ii) charges for obligations expected to be settled with the issuance of equity instruments, and (iii) items that are not indicative of our core operating performance results and business outlook.

 

Buckeye believes that investors benefit from having access to the same financial measures used by senior management and that these measures are useful to investors because they aid in comparing Buckeye’s operating performance with that of other companies with similar operations.  The Adjusted EBITDA and distributable cash flow data presented by Buckeye may not be comparable to similarly titled measures at other companies because these items may be defined differently by other companies. Please see the attached reconciliations of each of Adjusted EBITDA and distributable cash flow to net income.

 

* * * * *

 

This press release includes forward-looking statements that we believe to be reasonable as of today’s date.  Such statements are identified by use of the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “should,” and similar expressions.  Actual results may differ significantly because of risks and uncertainties that are difficult to predict and that may be beyond our control.  Among them are (i) changes in federal, state, local, and foreign laws or regulations to which we are subject, including those governing pipeline tariff rates and those that permit the treatment of us as a partnership for federal income tax purposes, (ii) terrorism, adverse weather conditions, including hurricanes, environmental releases, and natural disasters, (iii) changes in the marketplace for our products or services, such as increased competition, better energy efficiency, or general reductions in demand, (iv) adverse regional, national, or international economic conditions, adverse capital market conditions, and adverse political developments, (v) shutdowns or interruptions at our pipeline, terminal, and storage assets or at the source points for the products we transport, store, or sell, (vi) unanticipated capital expenditures in connection with the construction, repair, or replacement of our assets, (vii) volatility in the price of refined petroleum products and the value of natural gas storage services, (viii) nonpayment or nonperformance by our customers, (ix) our ability to integrate acquired assets with our existing assets and to realize anticipated cost savings and other efficiencies and benefits, (x) our ability to successfully complete our organic growth projects and to realize the anticipated financial benefits, and (xi) an unfavorable outcome with respect to the proceedings pending before the Federal Energy Regulatory Commission (“FERC”)

 



 

regarding Buckeye Pipe Line Company, L.P.’s transportation of jet fuel to the New York City airports.  You should read our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2013 and our most recent Quarterly Reports on Form 10-Q, for a more extensive list of factors that could affect results.  We undertake no obligation to revise our forward-looking statements to reflect events or circumstances occurring after today’s date.

 

* * * * *

 

This release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100.0%) of Buckeye’s distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business.  Accordingly, Buckeye’s distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.

 

####

 



 

BUCKEYE PARTNERS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit amounts)

(Unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Revenue:

 

 

 

 

 

 

 

 

 

Product sales

 

$

1,492,697

 

$

734,396

 

$

3,170,439

 

$

1,803,613

 

Transportation, storage and other services

 

316,254

 

259,192

 

630,341

 

521,053

 

Total revenue

 

1,808,951

 

993,588

 

3,800,780

 

2,324,666

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of product sales

 

1,510,043

 

725,300

 

3,175,422

 

1,788,598

 

Operating expenses

 

133,018

 

99,436

 

257,847

 

191,788

 

Depreciation and amortization

 

43,394

 

37,551

 

86,385

 

73,250

 

General and administrative

 

20,330

 

17,330

 

37,687

 

33,583

 

Total costs and expenses

 

1,706,785

 

879,617

 

3,557,341

 

2,087,219

 

Operating income

 

102,166

 

113,971

 

243,439

 

237,447

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Earnings from equity investments

 

2,170

 

1,953

 

3,436

 

3,582

 

Interest and debt expense

 

(42,012

)

(30,237

)

(83,225

)

(60,486

)

Other income (expense)

 

(232

)

198

 

(96

)

299

 

Total other expense, net

 

(40,074

)

(28,086

)

(79,885

)

(56,605

)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before taxes

 

62,092

 

85,885

 

163,554

 

180,842

 

Income tax expense

 

(153

)

(195

)

(76

)

(326

)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

61,939

 

85,690

 

163,478

 

180,516

 

Loss from discontinued operations

 

(38,186

)

(8,320

)

(48,228

)

(12,647

)

Net income

 

23,753

 

77,370

 

115,250

 

167,869

 

Less: Net income attributable to noncontrolling interests

 

(733

)

(940

)

(1,762

)

(2,098

)

 

 

 

 

 

 

 

 

 

 

Net income attributable to Buckeye Partners, L.P.

 

$

23,020

 

$

76,430

 

$

113,488

 

$

165,771

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per unit attributable to Buckeye Partners, L.P.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.53

 

$

0.80

 

$

1.40

 

$

1.71

 

Discontinued operations

 

(0.33

)

(0.08

)

(0.42

)

(0.12

)

Total

 

$

0.20

 

$

0.72

 

$

0.98

 

$

1.59

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per unit attributable to Buckeye Partners, L.P.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.53

 

$

0.80

 

$

1.39

 

$

1.70

 

Discontinued operations

 

(0.33

)

(0.08

)

(0.41

)

(0.12

)

Total

 

$

0.20

 

$

0.72

 

$

0.98

 

$

1.58

 

 

 

 

 

 

 

 

 

 

 

Weighted average units outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

116,078

 

105,701

 

115,701

 

104,481

 

Diluted

 

116,652

 

106,171

 

116,226

 

104,878

 

 



 

BUCKEYE PARTNERS, L.P.

SELECTED FINANCIAL AND OPERATING DATA

(In thousands)

(Unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Revenue:

 

 

 

 

 

 

 

 

 

Pipelines & Terminals

 

$

218,624

 

$

184,715

 

$

437,163

 

$

374,290

 

Global Marine Terminals

 

90,791

 

64,146

 

179,560

 

125,283

 

Merchant Services

 

1,495,441

 

736,466

 

3,173,743

 

1,812,623

 

Development & Logistics

 

18,802

 

13,697

 

35,634

 

25,609

 

Intersegment

 

(14,707

)

(5,436

)

(25,320

)

(13,139

)

Total revenue

 

$

1,808,951

 

$

993,588

 

$

3,800,780

 

$

2,324,666

 

 

 

 

 

 

 

 

 

 

 

Total costs and expenses: (1)

 

 

 

 

 

 

 

 

 

Pipelines & Terminals

 

$

125,810

 

$

97,212

 

$

239,569

 

$

188,966

 

Global Marine Terminals

 

58,652

 

43,710

 

117,762

 

86,364

 

Merchant Services

 

1,523,740

 

733,880

 

3,200,013

 

1,805,875

 

Development & Logistics

 

13,290

 

10,251

 

25,317

 

19,153

 

Intersegment

 

(14,707

)

(5,436

)

(25,320

)

(13,139

)

Total costs and expenses

 

$

1,706,785

 

$

879,617

 

$

3,557,341

 

$

2,087,219

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization:

 

 

 

 

 

 

 

 

 

Pipelines & Terminals

 

$

17,452

 

$

16,193

 

$

34,854

 

$

30,847

 

Global Marine Terminals

 

24,007

 

19,461

 

47,604

 

38,631

 

Merchant Services

 

1,507

 

1,411

 

3,012

 

2,807

 

Development & Logistics

 

428

 

486

 

915

 

965

 

Total depreciation and amortization

 

$

43,394

 

$

37,551

 

$

86,385

 

$

73,250

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss):

 

 

 

 

 

 

 

 

 

Pipelines & Terminals

 

$

92,814

 

$

87,503

 

$

197,594

 

$

185,324

 

Global Marine Terminals

 

32,139

 

20,436

 

61,798

 

38,919

 

Merchant Services

 

(28,299

)

2,586

 

(26,270

)

6,748

 

Development & Logistics

 

5,512

 

3,446

 

10,317

 

6,456

 

Total operating income

 

$

102,166

 

$

113,971

 

$

243,439

 

$

237,447

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA from continuing operations:

 

 

 

 

 

 

 

 

 

Pipelines & Terminals

 

$

115,679

 

$

107,635

 

$

242,399

 

$

223,020

 

Global Marine Terminals

 

55,559

 

37,803

 

109,262

 

73,282

 

Merchant Services

 

(26,169

)

4,724

 

(23,036

)

10,918

 

Development & Logistics

 

5,719

 

3,667

 

10,787

 

6,840

 

Adjusted EBITDA from continuing operations

 

$

150,788

 

$

153,829

 

$

339,412

 

$

314,060

 

 

 

 

 

 

 

 

 

 

 

Capital additions, net: (2)

 

 

 

 

 

 

 

 

 

Pipelines & Terminals

 

$

49,610

 

$

30,398

 

$

108,487

 

$

65,137

 

Global Marine Terminals

 

41,522

 

49,907

 

92,299

 

81,726

 

Merchant Services

 

67

 

25

 

100

 

98

 

Development & Logistics

 

362

 

224

 

441

 

770

 

Total segment capital additions, net

 

91,561

 

80,554

 

201,327

 

147,731

 

Natural Gas Storage disposal group (3)

 

90

 

127

 

188

 

136

 

Total capital additions, net

 

$

91,651

 

$

80,681

 

$

201,515

 

$

147,867

 

 

 

 

 

 

 

 

 

 

 

Summary of capital additions, net: (2) (3)

 

 

 

 

 

 

 

 

 

Maintenance capital expenditures

 

$

17,229

 

$

13,069

 

$

35,933

 

$

18,202

 

Expansion and cost reduction

 

74,422

 

67,612

 

165,582

 

129,665

 

Total capital additions, net

 

$

91,651

 

$

80,681

 

$

201,515

 

$

147,867

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

 

 

 

2014

 

2013

 

Key Balance Sheet Information:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

$

21,906

 

$

4,950

 

Long-term debt, total (4)

 

 

 

 

 

3,309,293

 

3,092,711

 

 


(1)        Includes depreciation and amortization.

(2)        Amounts exclude accruals for capital expenditures.

(3)        Includes Natural Gas Storage disposal group capital expenditures as follows: (i) maintenance capital expenditures of $90 thousand and $53 thousand for the three months ended June 30, 2014 and 2013, respectively, and $161 thousand and $62 thousand for the six months ended June 30, 2014 and 2013, respectively, and (ii) expansion and cost reduction capital of $74 thousand for the three months ended June 30, 2013, and $27 thousand and $74 thousand for the six months ended June 30, 2014 and 2013, respectively.

(4)        Includes long-term debt portion of Buckeye Partners, L.P. Credit Facility of $245 million and $29 million as of June 30, 2014 and December 31, 2013, respectively.

 



 

BUCKEYE PARTNERS, L.P.

SELECTED FINANCIAL AND OPERATING DATA - Continued

(Unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Pipelines & Terminals (average bpd in thousands):

 

 

 

 

 

 

 

 

 

Pipelines:

 

 

 

 

 

 

 

 

 

Gasoline

 

721.4

 

756.3

 

679.9

 

697.3

 

Jet fuel

 

340.4

 

337.8

 

323.1

 

329.6

 

Middle distillates (1)

 

326.2

 

320.5

 

374.7

 

366.1

 

Other products (2)

 

45.0

 

28.9

 

38.1

 

29.1

 

Total pipelines throughput

 

1,433.0

 

1,443.5

 

1,415.8

 

1,422.1

 

Terminals:

 

 

 

 

 

 

 

 

 

Products throughput

 

1,144.7

 

993.1

 

1,126.2

 

973.6

 

 

 

 

 

 

 

 

 

 

 

Pipeline Average Tariff (cents/bbl)

 

86.4

 

82.3

 

84.8

 

80.6

 

 

 

 

 

 

 

 

 

 

 

Merchant Services (in millions of gallons):

 

 

 

 

 

 

 

 

 

Sales volumes

 

538.5

 

266.6

 

1,107.5

 

624.2

 

 


(1)         Includes diesel fuel and heating oil.

(2)         Includes liquefied petroleum gas, intermediate petroleum products and crude oil.

 



 

BUCKEYE PARTNERS, L.P.

SELECTED FINANCIAL AND OPERATING DATA

Non-GAAP Reconciliations

(In thousands, except coverage ratio)

(Unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Income from continuing operations

 

$

61,939

 

$

85,690

 

$

163,478

 

$

180,516

 

Less: Net income attributable to noncontrolling interests

 

(733

)

(940

)

(1,762

)

(2,098

)

Income from continuing operations attributable to Buckeye Partners, L.P.

 

61,206

 

84,750

 

161,716

 

178,418

 

Add: Interest and debt expense

 

42,012

 

30,237

 

83,225

 

60,486

 

Income tax expense

 

153

 

195

 

76

 

326

 

Depreciation and amortization

 

43,394

 

37,551

 

86,385

 

73,250

 

Non-cash unit-based compensation expense

 

4,799

 

3,845

 

7,921

 

7,077

 

Hess acquisition and transition expense

 

1,992

 

 

5,625

 

 

Less: Amortization of unfavorable storage contracts (1)

 

(2,768

)

(2,749

)

(5,536

)

(5,497

)

Adjusted EBITDA from continuing operations

 

$

150,788

 

$

153,829

 

$

339,412

 

$

314,060

 

Less: Interest and debt expense, excluding amortization of deferred financing costs, debt discounts and other

 

(39,073

)

(28,505

)

(77,346

)

(57,887

)

Income tax expense

 

(153

)

(195

)

(76

)

(326

)

Maintenance capital expenditures

 

(17,139

)

(13,016

)

(35,772

)

(18,140

)

Distributable cash flow from continuing operations

 

$

94,423

 

$

112,113

 

$

226,218

 

$

237,707

 

 

 

 

 

 

 

 

 

 

 

Distributions for coverage ratio (2)

 

$

129,815

 

$

104,296

 

$

257,981

 

$

206,986

 

 

 

 

 

 

 

 

 

 

 

Coverage ratio from continuing operations

 

0.73

 

1.07

 

0.88

 

1.15

 

 


(1)        Represents the amortization of the negative fair values allocated to certain unfavorable storage contracts acquired in connection with the BORCO acquisition.

(2)        Represents cash distributions declared for limited partner units (“LP Units”) outstanding as of each respective period.  Amounts for 2014 reflect actual cash distributions paid on LP Units for the quarter ended March 31, 2014 and estimated cash distributions for LP Units for the quarter ended June 30, 2014.