UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 13, 2014
Buckeye Partners, L.P.
(Exact Name of Registrant as Specified in Charter)
|
Delaware (State or Other Jurisdiction of Incorporation) |
|
1-9356 (Commission File Number) |
|
23-2432497 (I.R.S. Employer Identification No.) |
|
One Greenway Plaza |
|
77046 |
Registrant’s telephone number, including area code: (832) 615-8600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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))
Item 8.01. Other Events.
On February 7, 2014, Buckeye Partners, L.P. (the “Partnership”) reported its preliminary unaudited financial results for the fourth quarter and full year of 2013.
Fourth Quarter Results
The Partnership reported income from continuing operations for the fourth quarter of 2013 of $87.5 million compared to income from continuing operations for the fourth quarter of 2012 of $32.5 million, which included an asset impairment charge of $60.0 million relating to ceasing operations on a portion of the Partnership’s NORCO pipeline system. Income from continuing operations attributable to the Partnership’s unitholders was $0.75 per diluted limited partnership unit (“LP Unit”) for the fourth quarter of 2013 compared to $0.32 per diluted LP Unit for the fourth quarter of 2012. The diluted weighted average of LP Units outstanding in the fourth quarter of 2013 was 114.1 million compared to 98.5 million in the fourth quarter of 2012. The increase in LP Units is primarily the result of two LP Unit offerings during 2013, the proceeds from which were used to reduce outstanding borrowings and fund a portion of the Hess terminals acquisition.
Adjusted EBITDA from continuing operations for the fourth quarter of 2013 was $178.6 million compared to $165.4 million for the fourth quarter of 2012. Distributable cash flow from continuing operations for the fourth quarter of 2013 was $117.8 million compared to $118.1 million for the fourth quarter of 2012. The Partnership also reported distribution coverage of 0.94 times for the fourth quarter of 2013.
Maintenance capital expenditures for the fourth quarter of 2013 were $27.3 million compared to $18.5 million for the fourth quarter of 2012 and interest and debt expense, excluding certain non-cash items, for the fourth quarter of 2013 was $33.3 million compared to $29.0 million for the fourth quarter of 2012.
Full Year Results
For 2013, the Partnership reported income from continuing operations of $351.6 million compared to income from continuing operations for 2012 of $235.9 million, which included the NORCO asset impairment charge. Income from continuing operations attributable to the Partnership’s unitholders was $3.23 per diluted LP Unit for 2013 compared to $2.37 per diluted LP Unit for 2012. The diluted weighted average of LP Units outstanding for 2013 was 107.7 million compared to 97.6 million for 2012. The increase in LP Units is primarily the result of two LP Unit offerings during 2013.
For 2013, Adjusted EBITDA from continuing operations was $648.8 million compared to $552.4 million for 2012. Distributable cash flow from continuing operations was $454.2 million compared to $385.8 million for 2012. The Partnership reported distribution coverage of 0.99 times for 2013. Maintenance capital expenditures for 2013 were $71.5 million compared with $54.1 million for 2012.
Discontinued Operations. The board of directors of the Partnership’s general partner approved a plan in December 2013 to divest its noncore Natural Gas Storage business. The Partnership expects to complete the disposition of this business and its assets in 2014. The Partnership recorded an asset impairment charge of $169.0 million relating to discontinuing the Natural Gas Storage business. This business has been classified as discontinued operations in the Partnership’s consolidated financial statements.
Business Segments. The Partnership also announced changes to its operating structure and related reporting segments to better align its businesses with its long-term growth strategies.
The new Global Marine Terminals segment includes the Partnership’s BORCO facility, Yabucoa terminal and the St. Lucia terminal acquired from Hess Corporation (“Hess”), as well as in the New York Harbor at the legacy Perth Amboy terminal and the Port Reading and Raritan Bay terminals acquired from Hess. Khalid A. Muslih, formerly
President of the International Operations business unit, will serve as President of the new Global Marine Terminals business unit.
The Partnership’s Merchant Services segment includes the legacy Energy Services segment, the Caribbean fuel oil supply and distribution business and new merchant activities supporting the terminals recently acquired from Hess. Jeremiah J. Ashcroft III continues as President of the Buckeye Services business unit, which includes the new Merchant Services segment as well as the unchanged Development & Logistics segment.
The Partnership’s Pipelines & Terminals segment is comprised of the legacy domestic terminals (other than Perth Amboy) combined with the domestic terminals acquired from Hess in Upstate New York, the Middle Atlantic, the Southeast (including Florida), and the New York Harbor, excluding the Port Reading and Raritan Bay terminals. The Domestic Pipelines & Terminals business unit, which is the Partnership’s largest, remains under the leadership of Robert A. Malecky.
Cash Distribution
The Partnership also announced that its general partner declared a cash distribution of $1.0875 per LP Unit for the quarter ended December 31, 2013. The distribution will be payable on February 25, 2014, to unitholders of record on February 18, 2014. This cash distribution represents a 4.8 percent increase over the $1.0375 per LP Unit distribution declared for the fourth quarter of 2012. For 2013, the Partnership declared distributions of $4.275 per LP Unit, which represents a 3.0 percent increase over the $4.15 per LP Unit for 2012.
Adjusted EBITDA and Distributable Cash Flow
Adjusted EBITDA and distributable cash flow are measures not defined by GAAP. Adjusted EBITDA is the primary measure used by the Partnership’s senior management, including the Chief Executive Officer of its general partner, to (i) evaluate the Partnership’s consolidated operating performance and the operating performance of the Partnership’s 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 senior management to provide a clearer picture of the Partnership’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 the Partnership makes in its 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 the Partnership’s core operating performance results and business outlook.
The Partnership 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 the Partnership’s operating performance with that of other companies with similar operations. The Adjusted EBITDA and distributable cash flow data presented by the Partnership may not be comparable to similarly titled measures at other companies because these items may be defined differently by other companies. Please see the reconciliations of each of Adjusted EBITDA and distributable cash flow to net income below.
BUCKEYE PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit amounts)
(Unaudited)
|
|
|
Three Months Ended |
|
Year Ended |
| ||||||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
|
Revenue: |
|
|
|
|
|
|
|
|
| ||||
|
Product sales |
|
$ |
1,357,353 |
|
$ |
869,602 |
|
$ |
3,966,247 |
|
$ |
3,332,301 |
|
|
Transportation, storage and other services |
|
298,231 |
|
255,161 |
|
1,087,854 |
|
953,602 |
| ||||
|
Total revenue |
|
1,655,584 |
|
1,124,763 |
|
5,054,101 |
|
4,285,903 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Costs and expenses: |
|
|
|
|
|
|
|
|
| ||||
|
Cost of product sales |
|
1,353,996 |
|
856,061 |
|
3,944,448 |
|
3,304,326 |
| ||||
|
Operating expenses |
|
120,647 |
|
91,858 |
|
413,577 |
|
372,993 |
| ||||
|
Depreciation and amortization |
|
37,499 |
|
40,039 |
|
147,591 |
|
138,857 |
| ||||
|
General and administrative |
|
19,625 |
|
17,647 |
|
70,444 |
|
65,241 |
| ||||
|
Asset impairment expense |
|
— |
|
59,950 |
|
— |
|
59,950 |
| ||||
|
Total costs and expenses |
|
1,531,767 |
|
1,065,555 |
|
4,576,060 |
|
3,941,367 |
| ||||
|
Operating income |
|
123,817 |
|
59,208 |
|
478,041 |
|
344,536 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Other income (expense): |
|
|
|
|
|
|
|
|
| ||||
|
Earnings from equity investments |
|
272 |
|
1,813 |
|
5,243 |
|
6,100 |
| ||||
|
Interest and debt expense |
|
(36,093 |
) |
(29,821 |
) |
(130,920 |
) |
(114,980 |
) | ||||
|
Other income (expense) |
|
8 |
|
(509 |
) |
295 |
|
(452 |
) | ||||
|
Total other expense, net |
|
(35,813 |
) |
(28,517 |
) |
(125,382 |
) |
(109,332 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income from continuing operations before taxes |
|
88,004 |
|
30,691 |
|
352,659 |
|
235,204 |
| ||||
|
Income tax benefit (expense) |
|
(539 |
) |
1,852 |
|
(1,060 |
) |
675 |
| ||||
|
Income from continuing operations |
|
87,465 |
|
32,543 |
|
351,599 |
|
235,879 |
| ||||
|
Income (loss) from discontinued operations (including a $169 million asset impairment) |
|
(169,160 |
) |
3,256 |
|
(187,174 |
) |
(5,328 |
) | ||||
|
Net income (loss) |
|
(81,695 |
) |
35,799 |
|
164,425 |
|
230,551 |
| ||||
|
Less: Net income attributable to noncontrolling interests |
|
(1,057 |
) |
(836 |
) |
(4,152 |
) |
(4,134 |
) | ||||
|
Net income (loss) attributable to Buckeye Partners, L.P. |
|
$ |
(82,752 |
) |
$ |
34,963 |
|
$ |
160,273 |
|
$ |
226,417 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Basic earnings (loss) per unit attributable to Buckeye Partners, L.P.: |
|
|
|
|
|
|
|
|
| ||||
|
Continuing operations |
|
$ |
0.76 |
|
$ |
0.33 |
|
$ |
3.25 |
|
$ |
2.38 |
|
|
Discontinued operations |
|
(1.49 |
) |
0.03 |
|
(1.75 |
) |
(0.05 |
) | ||||
|
Total |
|
$ |
(0.73 |
) |
$ |
0.36 |
|
$ |
1.50 |
|
$ |
2.33 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Diluted earnings (loss) per unit attributable to Buckeye Partners, L.P.: |
|
|
|
|
|
|
|
|
| ||||
|
Continuing operations |
|
$ |
0.75 |
|
$ |
0.32 |
|
$ |
3.23 |
|
$ |
2.37 |
|
|
Discontinued operations |
|
(1.48 |
) |
0.03 |
|
(1.74 |
) |
(0.05 |
) | ||||
|
Total |
|
$ |
(0.73 |
) |
$ |
0.35 |
|
$ |
1.49 |
|
$ |
2.32 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Weighted average units outstanding: |
|
|
|
|
|
|
|
|
| ||||
|
Basic |
|
113,535 |
|
98,180 |
|
107,202 |
|
97,309 |
| ||||
|
Diluted |
|
114,091 |
|
98,514 |
|
107,677 |
|
97,635 |
| ||||
BUCKEYE PARTNERS, L.P.
SELECTED FINANCIAL AND OPERATING DATA
(In thousands)
(Unaudited)
|
|
|
Three Months Ended |
|
Year Ended |
| ||||||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
|
Revenue: |
|
|
|
|
|
|
|
|
| ||||
|
Pipelines & Terminals |
|
$ |
217,887 |
|
$ |
185,472 |
|
$ |
786,759 |
|
$ |
709,341 |
|
|
Global Marine Terminals |
|
65,854 |
|
61,851 |
|
252,270 |
|
218,180 |
| ||||
|
Merchant Services |
|
1,362,857 |
|
870,119 |
|
3,990,575 |
|
3,339,241 |
| ||||
|
Development & Logistics |
|
17,199 |
|
12,796 |
|
59,247 |
|
50,211 |
| ||||
|
Intersegment |
|
(8,213 |
) |
(5,475 |
) |
(34,750 |
) |
(31,070 |
) | ||||
|
Total revenue |
|
$ |
1,655,584 |
|
$ |
1,124,763 |
|
$ |
5,054,101 |
|
$ |
4,285,903 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Total costs and expenses: (1) |
|
|
|
|
|
|
|
|
| ||||
|
Pipelines & Terminals |
|
$ |
113,566 |
|
$ |
154,608 |
|
$ |
401,329 |
|
$ |
441,531 |
|
|
Global Marine Terminals |
|
48,714 |
|
42,096 |
|
176,890 |
|
146,051 |
| ||||
|
Merchant Services |
|
1,364,089 |
|
863,994 |
|
3,987,490 |
|
3,346,721 |
| ||||
|
Development & Logistics |
|
13,611 |
|
10,332 |
|
45,101 |
|
38,134 |
| ||||
|
Intersegment |
|
(8,213 |
) |
(5,475 |
) |
(34,750 |
) |
(31,070 |
) | ||||
|
Total costs and expenses |
|
$ |
1,531,767 |
|
$ |
1,065,555 |
|
$ |
4,576,060 |
|
$ |
3,941,367 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Depreciation and amortization: |
|
|
|
|
|
|
|
|
| ||||
|
Pipelines & Terminals |
|
$ |
16,717 |
|
$ |
19,398 |
|
$ |
63,799 |
|
$ |
66,457 |
|
|
Global Marine Terminals |
|
18,828 |
|
18,730 |
|
76,146 |
|
64,912 |
| ||||
|
Merchant Services |
|
1,461 |
|
1,417 |
|
5,693 |
|
5,521 |
| ||||
|
Development & Logistics |
|
493 |
|
494 |
|
1,953 |
|
1,967 |
| ||||
|
Total depreciation and amortization |
|
$ |
37,499 |
|
$ |
40,039 |
|
$ |
147,591 |
|
$ |
138,857 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating income (loss): |
|
|
|
|
|
|
|
|
| ||||
|
Pipelines & Terminals |
|
$ |
104,321 |
|
$ |
30,864 |
|
$ |
385,430 |
|
$ |
267,810 |
|
|
Global Marine Terminals |
|
17,140 |
|
19,755 |
|
75,380 |
|
72,129 |
| ||||
|
Merchant Services |
|
(1,232 |
) |
6,125 |
|
3,085 |
|
(7,480 |
) | ||||
|
Development & Logistics |
|
3,588 |
|
2,464 |
|
14,146 |
|
12,077 |
| ||||
|
Total operating income |
|
$ |
123,817 |
|
$ |
59,208 |
|
$ |
478,041 |
|
$ |
344,536 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Adjusted EBITDA from continuing operations: |
|
|
|
|
|
|
|
|
| ||||
|
Pipelines & Terminals |
|
$ |
132,195 |
|
$ |
116,724 |
|
$ |
471,091 |
|
$ |
409,541 |
|
|
Global Marine Terminals |
|
40,494 |
|
36,890 |
|
149,740 |
|
128,581 |
| ||||
|
Merchant Services |
|
1,772 |
|
8,801 |
|
12,616 |
|
1,144 |
| ||||
|
Development & Logistics |
|
4,120 |
|
3,003 |
|
15,367 |
|
13,174 |
| ||||
|
Adjusted EBITDA from continuing operations |
|
$ |
178,581 |
|
$ |
165,418 |
|
$ |
648,814 |
|
$ |
552,440 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Capital additions, net: (2) |
|
|
|
|
|
|
|
|
| ||||
|
Pipelines & Terminals |
|
$ |
37,313 |
|
$ |
51,497 |
|
$ |
151,827 |
|
$ |
158,547 |
|
|
Global Marine Terminals |
|
65,685 |
|
45,005 |
|
206,472 |
|
167,208 |
| ||||
|
Merchant Services |
|
— |
|
983 |
|
113 |
|
2,490 |
| ||||
|
Development & Logistics |
|
1,398 |
|
443 |
|
2,840 |
|
724 |
| ||||
|
Total segment capital additions, net |
|
104,396 |
|
97,928 |
|
361,252 |
|
328,969 |
| ||||
|
Natural Gas Storage disposal group (3) |
|
41 |
|
405 |
|
193 |
|
2,369 |
| ||||
|
Total capital additions, net |
|
$ |
104,437 |
|
$ |
98,333 |
|
$ |
361,445 |
|
$ |
331,338 |
|
|
|
|
Three Months Ended |
|
Year Ended |
| ||||||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
|
Summary of capital additions, net: (2) (3) |
|
|
|
|
|
|
|
|
| ||||
|
Maintenance capital expenditures |
|
$ |
27,291 |
|
$ |
18,661 |
|
$ |
71,595 |
|
$ |
54,425 |
|
|
Expansion and cost reduction |
|
77,146 |
|
79,672 |
|
289,850 |
|
276,913 |
| ||||
|
Total capital additions, net |
|
$ |
104,437 |
|
$ |
98,333 |
|
$ |
361,445 |
|
$ |
331,338 |
|
|
|
|
December 31, |
| ||||
|
|
|
2013 |
|
2012 |
| ||
|
Key Balance Sheet Information: |
|
|
|
|
| ||
|
Cash and cash equivalent |
|
$ |
4,950 |
|
$ |
6,776 |
|
|
Long-term debt, total (4) |
|
3,092,711 |
|
2,735,244 |
| ||
(1) Includes depreciation and amortization and asset impairment expense.
(2) Amounts exclude accruals for capital expenditures.
(3) Includes Natural Gas Storage disposal group capital expenditures as follows: (i) maintenance capital expenditures of $41 thousand and $119 thousand for the quarter and year ended December 31, 2013, respectively, and $203 thousand and $355 thousand for the quarter and year ended December 31, 2012, respectively, and (ii) expansion and cost reduction capital of $74 thousand for the year ended December 31, 2013, and $202 thousand and $2 million for the quarter and year ended December 31, 2012, respectively.
(4) Includes long-term debt portion of Buckeye Partners, L.P. Credit Facility of $29 million and $665 million as of December 31, 2013 and 2012, respectively.
BUCKEYE PARTNERS, L.P.
SELECTED FINANCIAL AND OPERATING DATA - Continued
(Unaudited)
|
|
|
Three Months Ended |
|
Year Ended |
| ||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
Pipeline & Terminals (average bpd in thousands): |
|
|
|
|
|
|
|
|
|
|
Pipelines: |
|
|
|
|
|
|
|
|
|
|
Gasoline |
|
710.7 |
|
690.4 |
|
717.8 |
|
701.9 |
|
|
Jet fuel |
|
335.1 |
|
328.5 |
|
334.4 |
|
339.2 |
|
|
Middle distillates (1) |
|
390.7 |
|
342.9 |
|
345.7 |
|
318.6 |
|
|
Other products (2) |
|
26.1 |
|
20.7 |
|
28.5 |
|
25.9 |
|
|
Total pipelines throughput |
|
1,462.6 |
|
1,382.5 |
|
1,426.4 |
|
1,385.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Terminals: |
|
|
|
|
|
|
|
|
|
|
Products throughput |
|
1,003.9 |
|
940.1 |
|
975.1 |
|
916.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Pipeline Average Tariff (cents/bbl) |
|
83.6 |
|
80.3 |
|
82.2 |
|
81.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Merchant Services (in millions of gallons) (3) |
|
|
|
|
|
|
|
|
|
|
Sales volumes |
|
461.7 |
|
289.2 |
|
1,371.5 |
|
1,125.9 |
|
(1) Includes diesel fuel and heating oil.
(2) Includes liquefied petroleum gas, intermediate petroleum products and crude oil.
(3) Includes volumes related to fuel oil supply and distribution services which began in late 2012.
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 |
|
Year Ended |
| ||||||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
|
Income from continuing operations |
|
$ |
87,465 |
|
$ |
32,543 |
|
$ |
351,599 |
|
$ |
235,879 |
|
|
Less: Net income attributable to noncontrolling interests |
|
(1,057 |
) |
(836 |
) |
(4,152 |
) |
(4,134 |
) | ||||
|
Income from continuing operations attributable to Buckeye Partners, L.P. |
|
86,408 |
|
31,707 |
|
347,447 |
|
231,745 |
| ||||
|
Add: Interest and debt expense |
|
36,093 |
|
29,821 |
|
130,920 |
|
114,980 |
| ||||
|
Income tax expense (benefit) |
|
539 |
|
(1,852 |
) |
1,060 |
|
(675 |
) | ||||
|
Depreciation and amortization |
|
37,499 |
|
40,039 |
|
147,591 |
|
138,857 |
| ||||
|
Non-cash unit-based compensation expense |
|
9,004 |
|
8,502 |
|
21,013 |
|
18,577 |
| ||||
|
Asset impairment expense |
|
— |
|
59,950 |
|
— |
|
59,950 |
| ||||
|
Hess acquisition and transition expense |
|
11,806 |
|
— |
|
11,806 |
|
— |
| ||||
|
Less: Amortization of unfavorable storage contracts (1) |
|
(2,768 |
) |
(2,749 |
) |
(11,023 |
) |
(10,994 |
) | ||||
|
Adjusted EBITDA from continuing operations |
|
$ |
178,581 |
|
$ |
165,418 |
|
$ |
648,814 |
|
$ |
552,440 |
|
|
Less: Interest and debt expense, excluding amortization of deferred financing costs, debt discounts and other |
|
(33,317 |
) |
(28,959 |
) |
(122,471 |
) |
(111,511 |
) | ||||
|
Income tax (expense) benefit, excluding non-cash taxes |
|
(196 |
) |
82 |
|
(717 |
) |
(1,095 |
) | ||||
|
Maintenance capital expenditures |
|
(27,250 |
) |
(18,458 |
) |
(71,476 |
) |
(54,070 |
) | ||||
|
Distributable cash flow from continuing operations |
|
$ |
117,818 |
|
$ |
118,083 |
|
$ |
454,150 |
|
$ |
385,764 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Distributions for coverage ratio (2) |
|
$ |
125,475 |
|
$ |
94,033 |
|
$ |
456,507 |
|
$ |
376,193 |
|
|
Coverage ratio from continuing operations |
|
0.94 |
|
1.26 |
|
0.99 |
|
1.03 |
| ||||
(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 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, June 30, 2013 and September 30, 2013 and estimated cash distribution for the quarter ended December 31, 2013. As of September 1, 2013, the 8,469,233 Class B Units outstanding, which represented all Class B Units, converted into LP Units on a one-for-one basis. Prior to conversion, distributions with respect to the Class B Units outstanding on the record date were paid in additional Class B Units rather than in cash.
BUCKEYE PARTNERS, L.P.
SELECTED FINANCIAL AND OPERATING DATA
Non-GAAP Reconciliations — Continued
(In thousands)
(Unaudited)
|
|
|
First |
|
Second |
|
Third |
|
Fourth |
|
Total |
| |||||
|
2013 |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Adjusted EBITDA from continuing operations (restated): (1) |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Pipelines & Terminals |
|
$ |
115,385 |
|
$ |
107,635 |
|
$ |
115,876 |
|
$ |
132,195 |
|
$ |
471,091 |
|
|
Global Marine Terminals |
|
35,479 |
|
37,803 |
|
35,964 |
|
40,494 |
|
149,740 |
| |||||
|
Merchant Services |
|
6,194 |
|
4,724 |
|
(74 |
) |
1,772 |
|
12,616 |
| |||||
|
Development & Logistics |
|
3,173 |
|
3,667 |
|
4,407 |
|
4,120 |
|
15,367 |
| |||||
|
Adjusted EBITDA from continuing operations (restated) |
|
$ |
160,231 |
|
$ |
153,829 |
|
$ |
156,173 |
|
$ |
178,581 |
|
$ |
648,814 |
|
|
Adjusted EBITDA (as previously reported): |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Pipelines & Terminals |
|
$ |
115,544 |
|
$ |
109,085 |
|
$ |
114,412 |
|
$ |
132,195 |
|
$ |
471,236 |
|
|
International Operations |
|
35,243 |
|
37,203 |
|
40,475 |
|
40,494 |
|
153,415 |
| |||||
|
Natural Gas Storage |
|
(1,827 |
) |
(5,757 |
) |
(2,759 |
) |
— |
|
(10,343 |
) | |||||
|
Energy Services |
|
7,191 |
|
4,773 |
|
(2,220 |
) |
1,772 |
|
11,516 |
| |||||
|
Development & Logistics |
|
2,698 |
|
3,187 |
|
3,934 |
|
4,120 |
|
13,939 |
| |||||
|
Adjusted EBITDA (as previously reported) |
|
$ |
158,849 |
|
$ |
148,491 |
|
$ |
153,842 |
|
$ |
178,581 |
|
$ |
639,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
2012 |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Adjusted EBITDA from continuing operations (restated): (1) |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Pipelines & Terminals |
|
$ |
89,611 |
|
$ |
91,022 |
|
$ |
112,184 |
|
$ |
116,724 |
|
$ |
409,541 |
|
|
Global Marine Terminals |
|
29,493 |
|
28,533 |
|
33,665 |
|
36,890 |
|
128,581 |
| |||||
|
Merchant Services |
|
(6,091 |
) |
(3,195 |
) |
1,629 |
|
8,801 |
|
1,144 |
| |||||
|
Development & Logistics |
|
2,930 |
|
3,722 |
|
3,519 |
|
3,003 |
|
13,174 |
| |||||
|
Adjusted EBITDA from continuing operations (restated) |
|
$ |
115,943 |
|
$ |
120,082 |
|
$ |
150,997 |
|
$ |
165,418 |
|
$ |
552,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Adjusted EBITDA (as previously reported): |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Pipelines & Terminals |
|
$ |
88,232 |
|
$ |
89,598 |
|
$ |
112,879 |
|
$ |
118,346 |
|
$ |
409,055 |
|
|
International Operations |
|
31,666 |
|
30,591 |
|
33,548 |
|
36,299 |
|
132,104 |
| |||||
|
Natural Gas Storage |
|
(1,268 |
) |
(388 |
) |
1,357 |
|
6,417 |
|
6,118 |
| |||||
|
Energy Services |
|
(6,172 |
) |
(3,206 |
) |
1,619 |
|
8,283 |
|
524 |
| |||||
|
Development & Logistics |
|
2,529 |
|
3,337 |
|
3,168 |
|
2,688 |
|
11,722 |
| |||||
|
Adjusted EBITDA (as previously reported) |
|
$ |
114,987 |
|
$ |
119,932 |
|
$ |
152,571 |
|
$ |
172,033 |
|
$ |
559,523 |
|
(1) Historical segment amounts previously reported have been restated to conform to the Partnership’s new reporting structure. Additional changes in previously reported amounts are due to the following items:
· In December 2013, the Board of Directors of Buckeye GP LLC approved a plan to divest the Partnership’s Natural Gas Storage segment and its related assets as the Partnership no longer believes this business is aligned with its long-term business strategy. Therefore, assets and liabilities related to the former Natural Gas Storage segment were
classified as “Assets held for sale” and “Liabilities held for sale”, respectively, as of December 31, 2013 and the Partnership has reported the results of operations as discontinued operations for all periods presented.
· Reclassifications of operating and general and administrative expenses among the Partnership’s segments. The reclassification impacted Adjusted EBITDA by segment, however, had no impact on total Adjusted EBITDA.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
BUCKEYE PARTNERS, L.P. | ||
|
|
| ||
|
|
By: |
Buckeye GP LLC, | |
|
|
|
its General Partner | |
|
|
|
| |
|
|
|
By: |
/s/ Todd J. Russo |
|
|
|
|
Todd J. Russo |
|
|
|
|
Vice President, General Counsel and Secretary |
|
|
|
| |
|
|
|
| |
|
Dated February 13, 2014 |
| ||