Holly Energy Partners, L.P.
Oct 31, 2017

Holly Energy Partners, L.P. Reports Third Quarter Results

DALLAS--(BUSINESS WIRE)-- Holly Energy Partners, L.P. ("HEP" or the "Partnership") (NYSE:HEP) today reported financial results for the third quarter of 2017. Net income attributable to HEP for the third quarter was $42.1 million ($0.66 per basic and diluted limited partner unit) compared to $34.8 million ($0.33 per basic and diluted limited partner unit) for the third quarter of 2016.

Distributable cash flow was $59.2 million for the quarter, up $10.0 million, or 20.3% compared to the third quarter of 2016. HEP announced its 52nd consecutive distribution increase on October 26, 2017, raising the quarterly distribution by $0.0125 to $0.6450 per unit, which represents an increase of 8.4% over the distribution for the third quarter of 2016, exceeding HEP's distribution growth target of 8%.

The increase in earnings is primarily due to increased operating income from our Woods Cross refinery processing units of $8.9 million and increased earnings from our equity investments of $1.3 million.

Commenting on 2017 third quarter results, George Damiris, Chief Executive Officer, stated, "We are pleased with our solid financial performance in the third quarter, which allowed us to maintain our record of continuous quarterly distribution increases and achieve our distribution growth target of 8%. We expect to complete our previously announced acquisition of the remaining interests in SLC and Frontier pipelines, which supply crude to refineries in the Salt Lake City area, very shortly.

"We also plan to close on our announced agreement with our general partner to eliminate the incentive distribution rights held and convert the 2% general partner interest in HEP into a non-economic interest very shortly. Eliminating the general partner's IDRs and the economic GP interest will strongly enhance Holly Energy's ability to pursue growth opportunities and manage its business over the longterm by decreasing its cost of capital.

"Looking forward, we will continue to leverage our talented employee base, our relationship with HollyFrontier and our Mid-Continent, Northwest and Southwest logistics footprint to generate new organic and external growth opportunities."

Third Quarter 2017 Revenue Highlights

Revenues for the quarter were $110.4 million, an increase of $17.8 million compared to the third quarter of 2016. The increase is primarily attributable to the $16.6 million of revenue recorded for the Woods Cross processing units acquired in the fourth quarter of 2016. Overall pipeline volumes were up 4% compared to the three months ended September 30, 2016, due to increases in both refined product and intermediate pipeline shipments.

Revenues for the three months ended September 30, 2017, include the recognition of $0.7 million of prior shortfalls billed to shippers in 2016 as they did not exceed their minimum volume commitments within the contractual make-up period. As of September 30, 2017, shortfall deferred revenue reflected in our consolidated balance sheet was $9.3 million. Such deferred revenue will be recognized in earnings either as (a) payment for shipments in excess of guaranteed levels, if and to the extent the pipeline system has the necessary capacity for shipments in excess of guaranteed levels, or (b) when shipping rights expire unused over the contractual make-up period.

Nine Months Ended September 30, 2017 Revenue Highlights

Revenues for the nine months ended September 30, 2017, were $325.1 million, an increase of $35.6 million compared to the nine months ended September 30, 2016. The increase is primarily attributable to the $44.1 million of revenue recorded for the Woods Cross refinery processing units acquired in the fourth quarter of 2016, offset by a $9.8 million decrease in revenues around assets serving HFC's Navajo refinery primarily due to the substantial turnaround at the Navajo refinery during the first quarter of 2017.

Revenues for the nine months ended September 30, 2017, include the recognition of $3.5 million of prior shortfalls billed to shippers in 2016 as they did not exceed their minimum volume commitments within the contractual make-up period.

Operating Costs and Expenses Highlights

Operating costs and expenses were $58.6 million and $169.2 million for the three and nine months ended September 30, 2017, representing increases of $4.9 million and $20.2 million for the three and nine months ended September 30, 2016. The increases are primarily due to new operating costs and expenses for our Woods Cross refinery processing units acquired in the fourth quarter of 2016.

Interest expense was $14.1 million and $41.4 million for the three and nine months ended September 30, 2017, representing a decrease of $0.4 million and an increase of $5.1 million over the same periods of 2016. The variances are due to the offering of $400 million aggregate principal 6% senior notes in July 2016, higher average balances outstanding under our senior secured revolving credit facility during 2017, and market interest rate increases.

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=1163139&tp_key=12ecd36183.

An audio archive of this webcast will be available using the above noted link through November 14, 2017.

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, through its subsidiaries and joint ventures, owns and/or operates petroleum product and crude gathering pipelines, tankage and terminals in Texas, New Mexico, Arizona, Washington, Idaho, Oklahoma, Utah, Nevada, Wyoming and Kansas as well as refinery processing units in Utah and Kansas.

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 45,000 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. In addition, HollyFrontier, through its subsidiary, owns Petro-Canada Lubricants Inc., whose Mississauga, Ontario facility produces 15,600 barrels per day of base oils and other specialized lubricant products, and owns a 36% interest (including a 2% general partner interest) in Holly Energy Partners, L.P. as of September 30, 2017.

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. 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. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these statements. Any differences could be caused by a number of factors including, but not limited to:

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.

RESULTS OF OPERATIONS (Unaudited)

Income, Distributable Cash Flow and Volumes
The following tables present income, distributable cash flow and volume information for the three months and nine months ended September 30, 2017 and 2016.

   

Three Months Ended
September 30,

    Change from
2017     2016 2016
(In thousands, except per unit data)
Revenues
Pipelines:
Affiliates - refined product pipelines $ 20,801 $ 19,227 $ 1,574
Affiliates - intermediate pipelines 7,832 6,628 1,204
Affiliates - crude pipelines   14,089     17,034     (2,945 )
42,722 42,889 (167 )
Third parties - refined product pipelines   11,350     11,176     174  
54,072 54,065 7
Terminals, tanks and loading racks:
Affiliates 31,825 30,322 1,503
Third parties   3,876     4,035     (159 )
  35,701     34,357     1,344  
 
Affiliates - refinery processing units   20,591     4,188     16,403  
 
Total revenues   110,364     92,610     17,754  
Operating costs and expenses
Operations 35,998 32,101 3,897
Depreciation and amortization 19,007 18,920 87
General and administrative   3,623     2,664     959  
  58,628     53,685     4,943  
Operating income 51,736 38,925 12,811
 
Equity in earnings of equity method investments 5,072 3,767 1,305
Interest expense, including amortization (14,072 ) (14,447 ) 375
Interest income 101 108 (7 )
Gain (loss) on sale of assets and other   155     112     43  
  (8,744 )   (10,460 )   1,716  
Income before income taxes 42,992 28,465 14,527
State income tax expense   69     (61 )   130  
Net income 43,061 28,404 14,657
Allocation of net loss to Predecessor 7,547 (7,547 )
Allocation of net income attributable to noncontrolling interests   (990 )   (1,166 )   176  
Net income attributable to Holly Energy Partners 42,071 34,785 7,286
General partner interest in net income, including incentive distributions(1)   (419 )   (15,222 )   14,803  
Limited partners' interest in net income $ 42,490   $ 19,563   $ 22,927  
Limited partners' earnings per unit - basic and diluted(1) $ 0.66   $ 0.33   $ 0.33  
Weighted average limited partners' units outstanding   64,319     59,223     5,096  
EBITDA(2) $ 74,980   $ 64,705   $ 10,275  
Distributable cash flow(3) $ 59,248   $ 49,257   $ 9,991  
 
Volumes (bpd)
Pipelines:
Affiliates - refined product pipelines 142,624 128,020 14,604
Affiliates - intermediate pipelines 151,622 142,417 9,205
Affiliates - crude pipelines   267,911     271,278     (3,367 )
562,157 541,715 20,442
Third parties - refined product pipelines   74,703     73,517     1,186  
636,860 615,232 21,628
Terminals and loading racks:
Affiliates 426,122 437,560 (11,438 )
Third parties   69,405     68,276     1,129  
  495,527     505,836     (10,309 )
 
Affiliates - refinery processing units   61,453     46,451     15,002  
 
Total for pipelines and terminal assets (bpd)   1,193,840     1,167,519     26,321  
 
 
Nine Months Ended
September 30,
Change from
2017 2016 2016
(In thousands, except per unit data)
Revenues
Pipelines:
Affiliates—refined product pipelines $ 57,977 $ 63,801 $ (5,824 )
Affiliates—intermediate pipelines 20,366 20,821 (455 )
Affiliates—crude pipelines   47,890     53,106     (5,216 )
126,233 137,728 (11,495 )
Third parties—refined product pipelines   35,535     37,376     (1,841 )
161,768 175,104 (13,336 )
Terminals, tanks and loading racks:
Affiliates 93,573 88,825 4,748
Third parties   12,291     12,718     (427 )
  105,864     101,543     4,321  
 
Affiliates - refinery processing units   57,510     12,870     44,640  
 
Total revenues   325,142     289,517     35,625  
Operating costs and expenses
Operations 102,584 89,168 13,416
Depreciation and amortization 57,729 51,183 6,546
General and administrative   8,872     8,618     254  
  169,185     148,969     20,216  
Operating income 155,957 140,548 15,409
 
Equity in earnings of equity method investments 10,965 10,155 810
Interest expense, including amortization (41,359 ) (36,258 ) (5,101 )
Interest income 306 332 (26 )
Loss on early extinguishment of debt (12,225 ) (12,225 )
Gain (loss) on sale of assets and other   317     104     213  
  (41,996 )   (25,667 )   (16,329 )
Income before income taxes 113,961 114,881 (920 )
State income tax expense   (164 )   (210 )   46  
Net income 113,797 114,671 (874 )
Allocation of net loss to Predecessor 10,657 (10,657 )
Allocation of net income attributable to noncontrolling interests   (4,827 )   (8,448 )   3,621  
Net income attributable to Holly Energy Partners 108,970 116,880 (7,910 )
General partner interest in net income, including incentive distributions(1)   (35,047 )   (40,001 )   4,954  
Limited partners' interest in net income $ 73,923   $ 76,879   $ (2,956 )
Limited partners' earnings per unit—basic and diluted(1) $ 1.16   $ 1.29   $ (0.13 )
Weighted average limited partners' units outstanding   63,845     58,895     4,950  
EBITDA(2) $ 220,141   $ 200,678   $ 19,463  
Distributable cash flow(3) $ 177,436   $ 160,331   $ 17,105  
 
Volumes (bpd)
Pipelines:
Affiliates - refined product pipelines 128,212 128,659 (447 )
Affiliates - intermediate pipelines 136,055 138,346 (2,291 )
Affiliates - crude pipelines   268,736     279,014     (10,278 )
533,003 546,019 (13,016 )
Third parties - refined product pipelines   77,114     75,405     1,709  
610,117 621,424 (11,307 )
Terminals and loading racks:
Affiliates 420,979 404,393 16,586
Third parties   68,902     73,653     (4,751 )
  489,881     478,046     11,835  
 
Affiliates - refinery processing units   63,858     46,423     17,435  
 
Total for pipelines and terminal assets (bpd)   1,163,856     1,145,893     17,963  
 
             
September 30, December 31,
2017 2016
(In thousands)
Balance Sheet Data
Cash and cash equivalents $ 7,476 $ 3,657
Working capital (deficit) $ 5,378 $ (7,782 )
Total assets $ 1,865,842 $ 1,884,237
Long-term debt $ 1,245,066 $ 1,243,912
Partners' equity(4) $ 370,715 $ 378,234
 
 
(1) On October 19, 2017, we announced that we entered into a definitive agreement with HEP Logistics Holdings, L.P. ("HEP Logistics"), a wholly-owned subsidiary of HollyFrontier Corporation and the general partner of HEP, pursuant to which the incentive distribution rights held by HEP Logistics will be canceled and HEP Logistics' 2% general partner interest in HEP will be converted into a non-economic general partner interest in HEP. In consideration, HEP will issue 37,250,000 of our common units to HEP Logistics. We anticipate this agreement will close prior to the payment of distributions related to third quarter earnings. Therefore, for purposes of distributions declared, we did not include any incentive or regular distributions to the general partner for the third quarter of 2017.
 
Net income attributable to Holly Energy Partners 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 to be declared subsequent to quarter end. General partner incentive distributions were $0.0 million and $14.8 million for the three months ended September 30, 2017 and 2016, respectively and $34.1 million and $38.4 million for the nine months ended September 30, 2017 and 2016, respectively.
 
(2) Earnings before interest, taxes, depreciation and amortization ("EBITDA") is calculated as net income attributable to Holly Energy Partners plus (i) interest expense and loss on early extinguishment of debt, net of interest income, (ii) state income tax and (iii) depreciation and amortization. EBITDA is not a calculation based upon 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 attributable to Holly Energy Partners 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
September 30,
    Nine Months Ended
September 30,
2017     2016 2017     2016
(In thousands)
Net income attributable to Holly Energy Partners $ 42,071 $ 34,785 $ 108,970 $ 116,880
Add (subtract):
Interest expense 13,291 13,529 39,043 33,964
Interest Income (101 ) (108 ) (306 ) (332 )
Amortization of discount and deferred debt charges 781 918 2,316 2,294
Loss on early extinguishment of debt 12,225
State income tax expense (69 ) 61 164 210
Depreciation and amortization 19,007 18,920 57,729 51,183
Predecessor depreciation and amortization   (3,400 )   (3,521 )
EBITDA $ 74,980   $ 64,705   $ 220,141   $ 200,678  
 
(3)   Distributable cash flow is not a calculation based upon GAAP. However, the amounts included in the calculation are derived from amounts presented in our consolidated financial statements, with the general exception of maintenance capital expenditures. Distributable cash flow should not be considered in isolation or as an alternative to net income attributable to Holly Energy Partners 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 is also 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
September 30,
    Nine Months Ended
September 30,
2017     2016 2017     2016
(In thousands)
Net income attributable to Holly Energy Partners $ 42,071 $ 34,785 $ 108,970 $ 116,880
Add (subtract):
Depreciation and amortization 19,007 18,920 57,729 51,183
Amortization of discount and deferred debt charges 781 918 2,316 2,294
Loss on early extinguishment of debt 12,225
Increase (decrease) in deferred revenue attributable to shortfall billings 1,134 1,748 3,835 (179 )
Maintenance capital expenditures* (3,240 ) (3,475 ) (6,308 ) (7,797 )
Decrease in environmental liability (180 ) (277 ) (740 ) (719 )
Decrease in reimbursable deferred revenue (917 ) (750 ) (2,765 ) (1,906 )
Other non-cash adjustments 592 788 2,174 4,096
Predecessor depreciation and amortization   (3,400 )   (3,521 )
Distributable cash flow $ 59,248   $ 49,257   $ 177,436   $ 160,331  
 
    * 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.
 
(4)

As a master limited partnership, we distribute our available cash, which historically has exceeded our net income attributable to Holly Energy Partners 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 attributable to Holly Energy Partners. 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 would have been recorded as increases to our properties and equipment and intangible assets at the time of acquisition instead of decreases to partners' equity.

 

Holly Energy Partners, L.P.
Richard L. Voliva III, 214-954-6511
Executive Vice President and
Chief Financial Officer
or
Craig Biery, 214-954-6511
Director, Investor Relations

Source: Holly Energy Partners, L.P.

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