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8-K - 8-K - BUCKEYE PARTNERS, L.P. | a13-23420_18k.htm |
Exhibit 99.1
News Release NYSE: BPL |
Buckeye Partners, L.P. One Greenway Plaza Suite 600 Houston, TX 77046 |
Contact: Kevin J. Goodwin
Senior Director, Investor Relations
Irelations@buckeye.com
(800) 422-2825
BUCKEYE PARTNERS, L.P. REPORTS 2013 THIRD QUARTER RESULTS AND INCREASES CASH DISTRIBUTION
HOUSTON, November 1 , 2013 Buckeye Partners, L.P. (Buckeye) (NYSE: BPL) today reported net income attributable to Buckeyes unitholders for the third quarter of 2013 of $77.3 million, or $0.72 per diluted unit, compared to net income attributable to Buckeyes unitholders for the third quarter of 2012 of $85.1 million, or $0.87 per diluted unit. Adjusted EBITDA (as defined below) for the third quarter of 2013 was $153.8 million compared with Adjusted EBITDA of $152.6 million for the third quarter of 2012. Operating income for the third quarter of 2013 was $111.4 million compared to $113.9 million for the third quarter of 2012. The diluted weighted average of units outstanding in the third quarter of 2013 was 106.8 million compared to 98.3 million in the third quarter of 2012. The increase in units is primarily the result of our unit offering in January 2013.
We continued to benefit from the strong performance of our two largest business segments during this quarter. Investments in organic growth projects, including crude oil diversification and additional service capabilities in our Pipelines & Terminals segment contributed to our strong results. We generated incremental cash flows from higher throughput volumes at our terminals, including crude oil services at our Albany terminal, propylene and diluent services at our Chicago Complex, and increased butane blending activities, stated Clark C. Smith, President and Chief Executive Officer. In addition, our results reflect contributions from our expansion activities at our BORCO facility, including the completion of the last phase of the expansion that placed into service 1.2 million barrels of fully leased crude oil storage capacity.
Adjusted EBITDA for the third quarter of 2012 included a one-time $10.6 million adjustment related to a pipeline product settlement. Excluding this settlement adjustment, Adjusted EBITDA increased over 8% compared to the third quarter of 2012, said Mr. Smith. We are well-positioned to generate strong financial results in the fourth quarter of 2013 as we expect the pipe-to-rail crude oil project at our Chicago Complex to be operational this month, and the butane blending winter season will be in full swing, continued Mr. Smith.
Buckeye announced in October that it had signed a definitive agreement with Hess Corporation to acquire a premier network of liquid petroleum products terminals with 39 million barrels of storage capacity. In connection with this announcement, Buckeye issued 8.6 million limited partner units (LP Units) with the intent to utilize the net proceeds from this offering to fund indirectly a portion of the purchase price. We are excited about this acquisition and how it expands our footprint into several key, high growth markets. We believe we will generate significant value by implementing our commercial operating model across these strategic assets, said Mr. Smith. We expect this transaction to be immediately accretive to our distributable cash flow per unit, excluding first year transition-related expenses, and position us for long-term distribution growth.
Distributable cash flow (as defined below) for the third quarter of 2013 was $96.3 million compared with distributable cash flow of $112.3 million for the third quarter of 2012. Buckeye also reported distribution coverage of 0.84 times for the third quarter of 2013. As expected, coverage for the quarter was negatively impacted by the conversion of 8.5 million Class B Units during the quarter. In addition, maintenance capital expenditures were elevated during the quarter as a result of the completion of activities previously planned for the first half of the year that were delayed due to extended permitting timelines and difficulty in securing available qualified contractors, many of whom were working on the post-Sandy recovery, added Mr. Smith. Maintenance capital expenditures for the third quarter of 2013 were $26.1 million compared with $11.9 million for the third quarter of 2012.
Buckeye announced today that its general partner declared a cash distribution of $1.075 per LP Unit for the quarter ended September 30, 2013. As of September 1, 2013, 8.5 million Class B Units outstanding converted into LP Units on a one-for-one basis. The distribution will be payable on November 19, 2013 to unitholders of record on November 12, 2013. This cash distribution represents a 3.6 percent increase over the $1.0375 per LP Unit distribution declared for the third quarter of 2012 and a 1.2 percent increase over the $1.0625 per LP Unit distribution declared for the second quarter of 2013. Buckeye has paid cash distributions in each quarter since its formation in 1986.
Buckeye will host a conference call with members of executive management today, November 1, 2013, at 11:00 a.m. Eastern Time. To access the live Webcast of the call, go to http://www.media-server.com/m/p/oi4p247k 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 December 31, 2013, and the replay also may be accessed by dialing 800-585-8367 and entering conference ID 85838581.
Buckeye Partners, L.P. (NYSE: BPL) is a publicly traded master limited partnership that owns and operates one of the largest independent liquid petroleum products pipeline systems in the United States in terms of volumes delivered, with approximately 6,000 miles of pipeline. Buckeye also owns more than 100 liquid petroleum products terminals with aggregate storage capacity of over 70 million barrels. In addition, Buckeye operates and/or maintains third-party pipelines under agreements with major oil and chemical companies, owns a high-performance natural gas storage facility in Northern California, and markets liquid petroleum products in certain regions served by its pipeline and terminal operations. Buckeyes flagship marine terminal in The Bahamas, BORCO, is one of the largest crude oil and petroleum products storage facilities in the world, serving the international markets as a global logistics hub. 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 Buckeyes 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 Buckeyes 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 todays 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) the risk that the acquisition of the liquid petroleum products terminals from Hess may not be consummated, (xi) our failure to realize the expected benefits of the acquisition of the liquid petroleum products terminals from Hess, (xii) our ability to successfully complete our organic growth projects and to realize the anticipated financial benefits, and (xiii) 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, 2012 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013 and June 30, 2013, 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 todays 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 Buckeyes distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, Buckeyes 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 |
|
Nine Months Ended |
| ||||||||
|
|
September 30, |
|
September 30, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Revenue: |
|
|
|
|
|
|
|
|
| ||||
Product sales |
|
$ |
805,281 |
|
$ |
688,948 |
|
$ |
2,608,894 |
|
$ |
2,462,699 |
|
Transportation and other services |
|
283,477 |
|
277,022 |
|
830,204 |
|
745,350 |
| ||||
Total revenue |
|
1,088,758 |
|
965,970 |
|
3,439,098 |
|
3,208,049 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Costs and expenses: |
|
|
|
|
|
|
|
|
| ||||
Cost of product sales and natural gas storage services |
|
813,959 |
|
698,019 |
|
2,624,869 |
|
2,476,659 |
| ||||
Operating expenses |
|
106,461 |
|
100,731 |
|
308,611 |
|
299,086 |
| ||||
Depreciation and amortization |
|
38,755 |
|
37,134 |
|
115,798 |
|
104,486 |
| ||||
General and administrative |
|
18,173 |
|
16,222 |
|
53,610 |
|
51,074 |
| ||||
Total costs and expenses |
|
977,348 |
|
852,106 |
|
3,102,888 |
|
2,931,305 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Operating income |
|
111,410 |
|
113,864 |
|
336,210 |
|
276,744 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Other income (expense): |
|
|
|
|
|
|
|
|
| ||||
Earnings from equity investments |
|
1,389 |
|
553 |
|
4,971 |
|
4,287 |
| ||||
Interest and debt expense |
|
(34,341 |
) |
(28,737 |
) |
(94,827 |
) |
(85,159 |
) | ||||
Other income (expense) |
|
(12 |
) |
90 |
|
287 |
|
57 |
| ||||
Total other expense, net |
|
(32,964 |
) |
(28,094 |
) |
(89,569 |
) |
(80,815 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Income before taxes |
|
78,446 |
|
85,770 |
|
246,641 |
|
195,929 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income tax expense |
|
(195 |
) |
(511 |
) |
(521 |
) |
(1,177 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income |
|
78,251 |
|
85,259 |
|
246,120 |
|
194,752 |
| ||||
Less: Net income attributable to noncontrolling interests |
|
(997 |
) |
(143 |
) |
(3,095 |
) |
(3,298 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income attributable to Buckeye Partners, L.P. |
|
$ |
77,254 |
|
$ |
85,116 |
|
$ |
243,025 |
|
$ |
191,454 |
|
|
|
|
|
|
|
|
|
|
| ||||
Earnings per unit: |
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Basic |
|
$ |
0.73 |
|
$ |
0.87 |
|
$ |
2.31 |
|
$ |
1.97 |
|
Diluted |
|
$ |
0.72 |
|
$ |
0.87 |
|
$ |
2.30 |
|
$ |
1.97 |
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted average units outstanding: |
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Basic |
|
106,223 |
|
97,993 |
|
105,068 |
|
97,017 |
| ||||
Diluted |
|
106,774 |
|
98,342 |
|
105,516 |
|
97,340 |
|
BUCKEYE PARTNERS, L.P.
SELECTED FINANCIAL AND OPERATING DATA
(In thousands)
(Unaudited)
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
September 30, |
|
September 30, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Revenue: |
|
|
|
|
|
|
|
|
| ||||
Pipelines & Terminals |
|
$ |
198,270 |
|
$ |
194,609 |
|
$ |
583,102 |
|
$ |
527,849 |
|
International Operations |
|
154,629 |
|
51,686 |
|
469,848 |
|
152,349 |
| ||||
Natural Gas Storage |
|
14,907 |
|
20,229 |
|
40,581 |
|
46,909 |
| ||||
Energy Services |
|
717,911 |
|
691,875 |
|
2,330,056 |
|
2,469,122 |
| ||||
Development & Logistics |
|
16,439 |
|
11,798 |
|
42,048 |
|
37,415 |
| ||||
Intersegment |
|
(13,398 |
) |
(4,227 |
) |
(26,537 |
) |
(25,595 |
) | ||||
Total revenue |
|
$ |
1,088,758 |
|
$ |
965,970 |
|
$ |
3,439,098 |
|
$ |
3,208,049 |
|
|
|
|
|
|
|
|
|
|
| ||||
Total costs and expenses: (1) |
|
|
|
|
|
|
|
|
| ||||
Pipelines & Terminals |
|
$ |
106,243 |
|
$ |
102,715 |
|
$ |
311,804 |
|
$ |
295,953 |
|
International Operations |
|
128,373 |
|
30,614 |
|
397,655 |
|
92,660 |
| ||||
Natural Gas Storage |
|
20,787 |
|
21,872 |
|
60,088 |
|
56,367 |
| ||||
Energy Services |
|
722,457 |
|
692,304 |
|
2,326,782 |
|
2,482,857 |
| ||||
Development & Logistics |
|
12,886 |
|
8,828 |
|
33,096 |
|
29,063 |
| ||||
Intersegment |
|
(13,398 |
) |
(4,227 |
) |
(26,537 |
) |
(25,595 |
) | ||||
Total costs and expenses |
|
$ |
977,348 |
|
$ |
852,106 |
|
$ |
3,102,888 |
|
$ |
2,931,305 |
|
|
|
|
|
|
|
|
|
|
| ||||
Depreciation and amortization: |
|
|
|
|
|
|
|
|
| ||||
Pipelines & Terminals |
|
$ |
18,182 |
|
$ |
18,272 |
|
$ |
56,178 |
|
$ |
49,368 |
|
International Operations |
|
16,740 |
|
14,971 |
|
48,222 |
|
43,873 |
| ||||
Natural Gas Storage |
|
1,913 |
|
1,893 |
|
5,706 |
|
5,668 |
| ||||
Energy Services |
|
1,425 |
|
1,510 |
|
4,232 |
|
4,104 |
| ||||
Development & Logistics |
|
495 |
|
488 |
|
1,460 |
|
1,473 |
| ||||
Total depreciation and amortization |
|
$ |
38,755 |
|
$ |
37,134 |
|
$ |
115,798 |
|
$ |
104,486 |
|
|
|
|
|
|
|
|
|
|
| ||||
Operating income (loss): |
|
|
|
|
|
|
|
|
| ||||
Pipelines & Terminals |
|
$ |
92,027 |
|
$ |
91,894 |
|
$ |
271,298 |
|
$ |
231,896 |
|
International Operations |
|
26,256 |
|
21,072 |
|
72,193 |
|
59,689 |
| ||||
Natural Gas Storage |
|
(5,880 |
) |
(1,643 |
) |
(19,507 |
) |
(9,458 |
) | ||||
Energy Services |
|
(4,546 |
) |
(429 |
) |
3,274 |
|
(13,735 |
) | ||||
Development & Logistics |
|
3,553 |
|
2,970 |
|
8,952 |
|
8,352 |
| ||||
Total operating income (loss) |
|
$ |
111,410 |
|
$ |
113,864 |
|
$ |
336,210 |
|
$ |
276,744 |
|
|
|
|
|
|
|
|
|
|
| ||||
Adjusted EBITDA: |
|
|
|
|
|
|
|
|
| ||||
Pipelines & Terminals |
|
$ |
114,412 |
|
$ |
112,879 |
|
$ |
339,041 |
|
$ |
290,709 |
|
International Operations |
|
40,475 |
|
33,548 |
|
112,921 |
|
95,805 |
| ||||
Natural Gas Storage |
|
(2,759 |
) |
1,357 |
|
(10,343 |
) |
(299 |
) | ||||
Energy Services |
|
(2,220 |
) |
1,619 |
|
9,744 |
|
(7,759 |
) | ||||
Development & Logistics |
|
3,934 |
|
3,168 |
|
9,819 |
|
9,034 |
| ||||
Adjusted EBITDA |
|
$ |
153,842 |
|
$ |
152,571 |
|
$ |
461,182 |
|
$ |
387,490 |
|
|
|
|
|
|
|
|
|
|
| ||||
Capital additions: (2) |
|
|
|
|
|
|
|
|
| ||||
Pipelines & Terminals |
|
$ |
86,957 |
|
$ |
34,944 |
|
$ |
189,400 |
|
$ |
107,050 |
|
International Operations |
|
21,481 |
|
48,704 |
|
65,901 |
|
122,203 |
| ||||
Natural Gas Storage |
|
16 |
|
235 |
|
152 |
|
1,964 |
| ||||
Energy Services |
|
15 |
|
1,020 |
|
113 |
|
1,507 |
| ||||
Development & Logistics |
|
672 |
|
102 |
|
1,442 |
|
281 |
| ||||
Total capital additions |
|
$ |
109,141 |
|
$ |
85,005 |
|
$ |
257,008 |
|
$ |
233,005 |
|
|
|
|
|
|
|
|
|
|
| ||||
Summary of capital additions: (2) |
|
|
|
|
|
|
|
|
| ||||
Maintenance capital expenditures |
|
$ |
26,102 |
|
$ |
11,889 |
|
$ |
44,304 |
|
$ |
35,764 |
|
Expansion and cost reduction |
|
83,039 |
|
73,116 |
|
212,704 |
|
197,241 |
| ||||
Total capital additions |
|
$ |
109,141 |
|
$ |
85,005 |
|
$ |
257,008 |
|
$ |
233,005 |
|
|
|
September 30, |
|
December 31, |
| ||
|
|
2013 |
|
2012 |
| ||
Key Balance Sheet information: |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
4,982 |
|
$ |
6,776 |
|
Long-term debt, total (3) |
|
2,676,946 |
|
2,735,244 |
| ||
(1) Includes depreciation and amortization.
(2) Amounts exclude accruals for capital expenditures.
(3) Includes long-term debt portion of Buckeye Partners, L.P. Credit Facility of $407.1 million and $665.0 million as of September 30, 2013 and December 31, 2012, respectively.
BUCKEYE PARTNERS, L.P.
SELECTED FINANCIAL AND OPERATING DATA - Continued
(Unaudited)
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||
|
|
September 30, |
|
September 30, |
| ||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
|
|
|
|
|
|
|
|
|
Pipelines & Terminals (average bpd in thousands): |
|
|
|
|
|
|
|
|
|
Pipelines: |
|
|
|
|
|
|
|
|
|
Gasoline |
|
723.2 |
|
729.7 |
|
720.4 |
|
705.9 |
|
Jet fuel |
|
343.1 |
|
352.7 |
|
334.1 |
|
342.7 |
|
Middle distillates (1) |
|
302.9 |
|
299.8 |
|
330.5 |
|
310.4 |
|
Other products (2) |
|
29.4 |
|
25.0 |
|
29.2 |
|
27.7 |
|
Total pipelines throughput |
|
1,398.6 |
|
1,407.2 |
|
1,414.2 |
|
1,386.7 |
|
Terminals: |
|
|
|
|
|
|
|
|
|
Products throughput |
|
969.1 |
|
931.4 |
|
980.6 |
|
909.5 |
|
|
|
|
|
|
|
|
|
|
|
Pipeline Average Tariff (cents/bbl) |
|
84.1 |
|
84.5 |
|
81.8 |
|
82.1 |
|
|
|
|
|
|
|
|
|
|
|
Energy Services (in millions of gallons): |
|
|
|
|
|
|
|
|
|
Sales volumes |
|
242.5 |
|
233.4 |
|
779.8 |
|
836.7 |
|
(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 per unit amounts and coverage ratio)
(Unaudited)
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
September 30, |
|
September 30, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Net income |
|
$ |
78,251 |
|
$ |
85,259 |
|
$ |
246,120 |
|
$ |
194,752 |
|
Less: Net income attributable to noncontrolling interests |
|
(997 |
) |
(143 |
) |
(3,095 |
) |
(3,298 |
) | ||||
Net income attributable to Buckeye Partners, L.P. |
|
77,254 |
|
85,116 |
|
243,025 |
|
191,454 |
| ||||
Add: Interest and debt expense |
|
34,341 |
|
28,737 |
|
94,827 |
|
85,159 |
| ||||
Income tax expense |
|
195 |
|
511 |
|
521 |
|
1,177 |
| ||||
Depreciation and amortization |
|
38,755 |
|
37,134 |
|
115,798 |
|
104,486 |
| ||||
Non-cash deferred lease expense |
|
944 |
|
975 |
|
2,828 |
|
2,925 |
| ||||
Non-cash unit-based compensation expense |
|
5,111 |
|
2,846 |
|
12,438 |
|
10,534 |
| ||||
Less: Amortization of unfavorable storage contracts (1) |
|
(2,758 |
) |
(2,748 |
) |
(8,255 |
) |
(8,245 |
) | ||||
Adjusted EBITDA |
|
$ |
153,842 |
|
$ |
152,571 |
|
$ |
461,182 |
|
$ |
387,490 |
|
Less: Interest and debt expense, excluding amortization of deferred financing costs, debt discounts and other |
|
(31,267 |
) |
(27,868 |
) |
(89,154 |
) |
(82,552 |
) | ||||
Income tax expense |
|
(195 |
) |
(511 |
) |
(521 |
) |
(1,177 |
) | ||||
Maintenance capital expenditures |
|
(26,102 |
) |
(11,889 |
) |
(44,304 |
) |
(35,764 |
) | ||||
Distributable cash flow |
|
$ |
96,278 |
|
$ |
112,303 |
|
$ |
327,203 |
|
$ |
267,997 |
|
|
|
|
|
|
|
|
|
|
| ||||
Distributions for Coverage Ratio (2) |
|
$ |
114,777 |
|
$ |
94,055 |
|
$ |
321,758 |
|
$ |
282,160 |
|
|
|
|
|
|
|
|
|
|
| ||||
Coverage Ratio |
|
0.84 |
|
1.19 |
|
1.02 |
|
0.95 |
|
(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 2013 reflect actual cash distributions paid on LP Units for the quarters ended March 31, 2013 and June 30, 2013, and estimated cash distributions for LP Units for the quarter ended September 30, 2013. Distributions with respect to the 8,160,943 and 8,323,992 Class B Units outstanding on the record date for the quarters ended March 31, 2013 and June 30, 2013, respectively, were paid in additional Class B Units rather than in cash. As of September 1, 2013, the 8,469,233 Class B Units outstanding converted into LP Units on a one-for-one basis. As a result, there were no outstanding Class B Units as of September 30, 2013.