Delaware | 1-35143 | 27-4151603 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
19100 Ridgewood Pkwy San Antonio, Texas | 78259-1828 | |
(Address of principal executive offices) | (Zip Code) |
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. |
Item 9.01 | Financial Statements and Exhibits. |
99.1 | Unaudited Combined Consolidated Financial Statements of Tesoro Logistics LP. | |
99.2 | Management's Discussion and Analysis of Financial Condition and Results of Operations. | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
TESORO LOGISTICS LP | |||
By: | Tesoro Logistics GP, LLC | ||
Its general partner | |||
By: | /s/ G. SCOTT SPENDLOVE | ||
G. Scott Spendlove | |||
Vice President and Chief Financial Officer |
Exhibit Number | Description | |
99.1 | Unaudited Combined Consolidated Financial Statements of Tesoro Logistics LP. | |
99.2 | Management's Discussion and Analysis of Financial Condition and Results of Operations. | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
March 31, 2012 | December 31, 2011 | ||||||
(Dollars in thousands) | |||||||
ASSETS | |||||||
CURRENT ASSETS | |||||||
Cash and cash equivalents | $ | 21,015 | $ | 18,326 | |||
Receivables | |||||||
Trade | 466 | 542 | |||||
Affiliate | 7,972 | 11,312 | |||||
Prepayments and other current assets | 242 | 637 | |||||
Total Current Assets | 29,695 | 30,817 | |||||
NET PROPERTY, PLANT AND EQUIPMENT | 175,477 | 174,089 | |||||
OTHER NONCURRENT ASSETS | 1,950 | 3,072 | |||||
Total Assets | $ | 207,122 | $ | 207,978 | |||
LIABILITIES AND EQUITY | |||||||
CURRENT LIABILITIES | |||||||
Accounts payable | |||||||
Trade | $ | 4,053 | $ | 6,480 | |||
Affiliate | 3,031 | 2,815 | |||||
Deferred revenue - affiliate | 1,720 | 1,775 | |||||
Accrued liabilities | 1,771 | 2,244 | |||||
Total Current Liabilities | 10,575 | 13,314 | |||||
OTHER NONCURRENT LIABILITIES | 2,641 | 2,665 | |||||
DEBT | 50,000 | 50,000 | |||||
COMMITMENTS AND CONTINGENCIES (Note K) | |||||||
EQUITY | |||||||
Equity of Predecessors | 33,864 | 33,029 | |||||
Common unitholders (15,254,890 units issued and outstanding) | 250,950 | 250,430 | |||||
Subordinated unitholders (15,254,890 units issued and outstanding) | (142,500 | ) | (143,048 | ) | |||
General partner (622,649 units issued and outstanding) | 1,592 | 1,588 | |||||
Total Equity | 143,906 | 141,999 | |||||
Total Liabilities and Equity | $ | 207,122 | $ | 207,978 |
(a) | Adjusted to include the historical results of the Martinez Crude Oil Marine Terminal. See Notes A and B for further discussion. |
Three Months Ended March 31, | |||||||
2012 | 2011 | ||||||
(Dollars in thousands, except per unit amounts) | |||||||
REVENUES | |||||||
Affiliate | $ | 26,353 | $ | 5,562 | |||
Third-party | 732 | 708 | |||||
Total Revenues | 27,085 | 6,270 | |||||
COSTS AND EXPENSES | |||||||
Operating and maintenance expenses | 11,245 | 10,027 | |||||
Depreciation and amortization expenses | 2,527 | 2,527 | |||||
General and administrative expenses | 3,427 | 1,461 | |||||
Loss on asset disposals | 236 | 25 | |||||
Total Costs and Expenses | 17,435 | 14,040 | |||||
OPERATING INCOME (LOSS) | 9,650 | (7,770 | ) | ||||
Interest and financing costs, net | (511 | ) | — | ||||
NET INCOME (LOSS) | 9,139 | (7,770 | ) | ||||
Less: Loss attributable to Predecessors | (2,417 | ) | (7,770 | ) | |||
Net income attributable to partners | 11,556 | — | |||||
Less: General partner's interest in net income | 230 | — | |||||
Limited partners' interest in net income | $ | 11,326 | $ | — | |||
Net income per limited partner unit: | |||||||
Common - basic and diluted | $ | 0.37 | |||||
Subordinated - basic and diluted | $ | 0.37 | |||||
Weighted average limited partner units outstanding: | |||||||
Common units - basic | 15,254,890 | ||||||
Common units - diluted | 15,297,023 | ||||||
Subordinated units - basic and diluted | 15,254,890 | ||||||
Cash distribution per unit | $ | 0.3775 |
(a) | Adjusted to include the historical results of the Martinez Crude Oil Marine Terminal. See Notes A and B for further discussion. |
Three Months Ended March 31, | |||||||
2012 | 2011 | ||||||
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES: | (Dollars in thousands) | ||||||
Net income (loss) | $ | 9,139 | $ | (7,770 | ) | ||
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities: | |||||||
Depreciation and amortization expenses | 2,527 | 2,527 | |||||
Amortization of debt issuance costs | 159 | — | |||||
Unit-based compensation expense | 378 | — | |||||
Loss on asset disposals | 236 | 25 | |||||
Changes in current assets: | |||||||
Receivables - trade | 76 | 17 | |||||
Receivables - affiliate | 272 | 4 | |||||
Prepayments and other current assets | 395 | (156 | ) | ||||
Changes in current liabilities: | |||||||
Accounts payable - trade | (1,013 | ) | (244 | ) | |||
Accounts payable - affiliate | 216 | (1 | ) | ||||
Deferred revenue - affiliate | (55 | ) | — | ||||
Accrued liabilities | (473 | ) | (360 | ) | |||
Changes in other noncurrent assets and liabilities | 1,470 | (526 | ) | ||||
Net cash from (used in) operating activities | 13,327 | (6,484 | ) | ||||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | |||||||
Capital expenditures | (5,971 | ) | (819 | ) | |||
Capital expenditure reimbursements by Sponsor | 3,475 | — | |||||
Net cash used in investing activities | (2,496 | ) | (819 | ) | |||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | |||||||
Distributions to General Partner | (226 | ) | — | ||||
Distributions to Common unitholders | (5,530 | ) | — | ||||
Distributions to Subordinated unitholders | (5,530 | ) | — | ||||
Financing costs | (532 | ) | — | ||||
Sponsor contributions of equity to the Predecessors | 3,252 | 7,303 | |||||
Capital contributions | 424 | — | |||||
Net cash from (used in) financing activities | (8,142 | ) | 7,303 | ||||
INCREASE IN CASH AND CASH EQUIVALENTS | 2,689 | — | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 18,326 | — | |||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 21,015 | $ | — | |||
SUPPLEMENTAL CASH FLOW DISCLOSURE: | |||||||
Interest paid, net of capitalized interest | $ | 367 | $ | — | |||
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: | |||||||
Capital expenditures included in accounts payable at period end | $ | 2,767 | $ | 457 |
(a) | Adjusted to include the historical results of the Martinez Crude Oil Marine Terminal. See Notes A and B for further discussion. |
• | the short term duration of the instruments (less than three percent of our trade receivables and payables are outstanding for greater than 90 days); and |
• | the expected future insignificance of bad debt expense, which includes an evaluation of counterparty credit risk. |
Tesoro Logistics LP (As previously reported) | Martinez Terminal | Tesoro Logistics LP (As currently reported) | ||||||||||
(Dollars in thousands) | ||||||||||||
ASSETS | ||||||||||||
CURRENT ASSETS | ||||||||||||
Cash and cash equivalents | $ | 21,015 | $ | — | $ | 21,015 | ||||||
Receivables | ||||||||||||
Trade | 466 | — | 466 | |||||||||
Affiliate | 7,972 | — | 7,972 | |||||||||
Prepayments and other current assets | 242 | — | 242 | |||||||||
Total Current Assets | 29,695 | — | 29,695 | |||||||||
NET PROPERTY, PLANT AND EQUIPMENT | 137,418 | 38,059 | 175,477 | |||||||||
OTHER NON-CURRENT ASSETS | 1,950 | — | 1,950 | |||||||||
Total Assets | $ | 169,063 | $ | 38,059 | $ | 207,122 | ||||||
LIABILITIES AND EQUITY | ||||||||||||
CURRENT LIABILITIES | ||||||||||||
Accounts payable | ||||||||||||
Trade | $ | 3,673 | $ | 380 | $ | 4,053 | ||||||
Affiliate | 2,986 | 45 | 3,031 | |||||||||
Deferred revenue - affiliate | 1,720 | — | 1,720 | |||||||||
Accrued liabilities | 597 | 1,174 | 1,771 | |||||||||
Total Current Liabilities | 8,976 | 1,599 | 10,575 | |||||||||
OTHER NONCURRENT LIABILITIES | 45 | 2,596 | 2,641 | |||||||||
DEBT | 50,000 | — | 50,000 | |||||||||
EQUITY | ||||||||||||
Equity of Predecessors | — | 33,864 | 33,864 | |||||||||
Common unitholders (15,254,890 units issued and outstanding) | 250,950 | — | 250,950 | |||||||||
Subordinated unitholders (15,254,890 units issued and outstanding) | (142,500 | ) | — | (142,500 | ) | |||||||
General partner (622,649 units issued and outstanding) | 1,592 | — | 1,592 | |||||||||
Total Equity | 110,042 | 33,864 | 143,906 | |||||||||
Total Liabilities and Equity | $ | 169,063 | $ | 38,059 | $ | 207,122 |
Tesoro Logistics LP (As previously reported) | Martinez Terminal | Tesoro Logistics LP (As currently reported) | ||||||||||
REVENUES | (Dollars in thousands) | |||||||||||
Affiliate | $ | 26,353 | $ | — | $ | 26,353 | ||||||
Third Party | 732 | — | 732 | |||||||||
Total Revenues | 27,085 | — | 27,085 | |||||||||
COSTS AND EXPENSES | ||||||||||||
Operating and maintenance expenses | 9,687 | 1,558 | 11,245 | |||||||||
Depreciation and amortization expenses | 2,001 | 526 | 2,527 | |||||||||
General and administrative expenses | 3,330 | 97 | 3,427 | |||||||||
Loss on asset disposal | — | 236 | 236 | |||||||||
Total Costs and Expenses | 15,018 | 2,417 | 17,435 | |||||||||
OPERATING INCOME (LOSS) | 12,067 | (2,417 | ) | 9,650 | ||||||||
Interest expense, net | (511 | ) | — | (511 | ) | |||||||
NET INCOME (LOSS) | $ | 11,556 | $ | (2,417 | ) | $ | 9,139 | |||||
Less: Loss attributable to Predecessors | — | (2,417 | ) | (2,417 | ) | |||||||
Net income attributable to partners | $ | 11,556 | $ | — | $ | 11,556 |
Tesoro Logistics LP (As previously reported) | Martinez Terminal | Tesoro Logistics LP (As currently reported) | ||||||||||
REVENUES | (Dollars in thousands) | |||||||||||
Affiliate | $ | 5,562 | $ | — | $ | 5,562 | ||||||
Third Party | 708 | — | 708 | |||||||||
Total Revenues | 6,270 | — | 6,270 | |||||||||
COSTS AND EXPENSES | ||||||||||||
Operating and maintenance expenses | 8,708 | 1,319 | 10,027 | |||||||||
Depreciation and amortization expenses | 2,017 | 510 | 2,527 | |||||||||
General and administrative expenses | 1,359 | 102 | 1,461 | |||||||||
Loss on asset disposals | — | 25 | 25 | |||||||||
Total Costs and Expenses | 12,084 | 1,956 | 14,040 | |||||||||
NET LOSS | $ | (5,814 | ) | $ | (1,956 | ) | $ | (7,770 | ) |
• | a 10-year pipeline transportation services agreement under which Tesoro pays the Partnership fees for gathering and transporting crude oil on our High Plains system; |
• | a crude oil trucking transportation services agreement under which Tesoro pays the Partnership fees for trucking related services and scheduling and dispatching services that we provide through our High Plains truck-based crude oil gathering operation, which was amended effective January 1, 2012 to extend the agreement to five years and convert fees to mileage-based rates; |
• | a 10-year master terminalling services agreement under which Tesoro pays the Partnership fees for providing terminalling services at our eight refined products terminals; |
• | a 10-year pipeline transportation services agreement under which Tesoro pays the Partnership fees for transporting crude oil and refined products on our five Salt Lake City ("SLC") short-haul pipelines; |
• | a 10-year SLC storage and transportation services agreement under which Tesoro pays the Partnership fees for storing crude oil and refined products at our SLC storage facility and transporting crude oil and refined products between the storage facility and Tesoro's Utah refinery through interconnecting pipelines on a dedicated basis; and |
• | a 10-year terminalling use and throughput agreement under which Tesoro pays the Partnership fees for providing terminalling services at the Martinez Terminal, which became effective April 1, 2012, the date of the Contribution (see Note B for additional information regarding subsequent events including commercial agreements with related parties). |
Three Months Ended March 31, | ||||||||
2012 | 2011 | |||||||
Revenues | $ | 26,353 | $ | 5,562 | ||||
Operating and maintenance expenses (a) | 2,689 | 10,027 | ||||||
General and administrative expenses | 2,610 | 1,461 |
(a) | Operating and maintenance expenses include imbalance settlement gains of $2.5 million and $1.1 million in the three months ended March 31, 2012 and 2011, respectively. |
Three Months Ended | |||
March 31, 2012 | |||
Net income attributable to partners | $ | 11,556 | |
Less: General partner's distribution | 236 | ||
Less: Limited partners' distribution | 5,835 | ||
Less: Subordinated partner's distribution | 5,759 | ||
Distributions in excess of earnings | $ | (274 | ) |
General partner's earnings: | |||
Distributions | $ | 236 | |
Allocation of distributions in excess of earnings | (6 | ) | |
Total general partner's earnings | $ | 230 | |
Limited partners' earnings: | |||
Distributions | $ | 5,835 | |
Allocation of distributions in excess of earnings | (134 | ) | |
Total limited partners' earnings | $ | 5,701 | |
Subordinated partner's earnings: | |||
Distributions | $ | 5,759 | |
Allocation of distributions in excess of earnings | (134 | ) | |
Total subordinated partner's earnings | $ | 5,625 | |
Weighted average limited partner units outstanding: | |||
Common units - basic | 15,254,890 | ||
Common unit equivalents | 42,133 | ||
Common units - diluted | 15,297,023 | ||
Subordinated units - basic and diluted | 15,254,890 | ||
Net income per limited partner unit: | |||
Common - basic | $ | 0.37 | |
Common - diluted | $ | 0.37 | |
Subordinated - basic and diluted | $ | 0.37 |
March 31, 2012 | December 31, 2011 | ||||||
Crude Oil Gathering | $ | 99,432 | $ | 97,249 | |||
Terminalling, Transportation and Storage | 158,671 | 157,047 | |||||
Gross Property, Plant and Equipment | 258,103 | 254,296 | |||||
Less: Accumulated depreciation | 82,626 | 80,207 | |||||
Net Property, Plant and Equipment | $ | 175,477 | $ | 174,089 |
March 31, 2012 | December 31, 2011 | ||||||
Environmental liabilities | $ | 800 | $ | 819 | |||
Taxes other than income taxes | 719 | 942 | |||||
Utilities | 143 | 143 | |||||
Accrued vacation | 26 | 113 | |||||
Interest and financing costs | 5 | 18 | |||||
Deferred revenue - trade | 5 | 10 | |||||
Other | 73 | 199 | |||||
Total Accrued Liabilities | $ | 1,771 | $ | 2,244 |
March 31, 2012 | December 31, 2011 | ||||||
Environmental liabilities | $ | 2,596 | $ | 2,621 | |||
Asset retirement obligations | 45 | 44 | |||||
Total Other Noncurrent Liabilities | $ | 2,641 | $ | 2,665 |
Credit Facility | 30 day Eurodollar (LIBOR) Rate | Eurodollar Margin | Base Rate | Base Rate Margin | Commitment Fee (unused portion) | |||||
TLLP Revolving Credit Facility (a) | 0.24% | 2.50% | 3.25% | 1.50% | 0.50% |
Equity of Predecessors | Common | Subordinated | General Partner | Total | |||||||||||||||
Balance at December 31, 2011 | $ | 33,029 | $ | 250,430 | $ | (143,048 | ) | $ | 1,588 | $ | 141,999 | ||||||||
Sponsor contributions of equity to the Predecessors | 3,252 | — | — | — | 3,252 | ||||||||||||||
Loss attributable to Predecessors | (2,417 | ) | — | — | — | (2,417 | ) | ||||||||||||
Cash distributions | — | (5,530 | ) | (5,530 | ) | (226 | ) | (11,286 | ) | ||||||||||
Capital contributions | — | 9 | 415 | — | 424 | ||||||||||||||
Partnership earnings | — | 5,663 | 5,663 | 230 | 11,556 | ||||||||||||||
Unit-based compensation | — | 378 | — | — | 378 | ||||||||||||||
Balance at March 31, 2012 | $ | 33,864 | $ | 250,950 | $ | (142,500 | ) | $ | 1,592 | $ | 143,906 |
Three Months Ended March 31, 2012 | |||
General partner's interest | $ | 236 | |
Limited partners' distribution: | |||
Common | 5,835 | ||
Subordinated | 5,759 | ||
Total Cash Distributions | $ | 11,830 | |
Cash distributions per unit | $ | 0.3775 |
Three Months Ended March 31, 2012 | |||
Service phantom units | $ | 29 | |
Performance phantom units | 349 | ||
Total Unit-Based Compensation Expense | $ | 378 |
Number of Service Phantom Units | Weighted-Average Grant Date Fair Value | |||||
Nonvested at January 1, 2012 | 14,073 | $ | 23.24 | |||
Granted | 5,554 | 36.44 | ||||
Forfeited | (3,557 | ) | 28.52 | |||
Nonvested at March 31, 2012 | 16,070 | 26.63 |
Number of Performance Phantom Units | Weighted-Average Grant Date Fair Value | |||||
Nonvested at January 1, 2012 | 36,800 | $ | 32.99 | |||
Granted | 36,000 | 39.19 | ||||
Nonvested at March 31, 2012 | 72,800 | 36.06 |
Three Months Ended March 31, | |||||||
2012 | 2011 | ||||||
REVENUES | |||||||
Crude Oil Gathering: | |||||||
Affiliate (a) | $ | 13,979 | $ | 5,562 | |||
Third-party | 123 | 25 | |||||
Total Crude Oil Gathering | 14,102 | 5,587 | |||||
Terminalling, Transportation and Storage: | |||||||
Affiliate (a) | 12,374 | — | |||||
Third-party | 609 | 683 | |||||
Total Terminalling, Transportation and Storage | 12,983 | 683 | |||||
Total Segment Revenues | $ | 27,085 | $ | 6,270 | |||
OPERATING AND MAINTENANCE EXPENSES | |||||||
Crude Oil Gathering | $ | 6,844 | $ | 4,715 | |||
Terminalling, Transportation and Storage | 4,401 | 5,312 | |||||
Total Segment Operating and Maintenance Expenses | $ | 11,245 | $ | 10,027 | |||
DEPRECIATION AND AMORTIZATION EXPENSES | |||||||
Crude Oil Gathering | $ | 783 | $ | 785 | |||
Terminalling, Transportation and Storage | 1,744 | 1,742 | |||||
Total Segment Depreciation and Amortization Expenses | $ | 2,527 | $ | 2,527 | |||
GENERAL AND ADMINISTRATIVE EXPENSES | |||||||
Crude Oil Gathering | $ | 711 | $ | 154 | |||
Terminalling, Transportation and Storage | 557 | 158 | |||||
Total Segment General and Administrative Expenses | $ | 1,268 | $ | 312 | |||
LOSS ON ASSET DISPOSALS | |||||||
Crude Oil Gathering | $ | — | $ | — | |||
Terminalling, Transportation and Storage | 236 | 25 | |||||
Total Segment Loss on Asset Disposals | $ | 236 | $ | 25 | |||
OPERATING INCOME (LOSS) | |||||||
Crude Oil Gathering | $ | 5,764 | $ | (67 | ) | ||
Terminalling, Transportation and Storage | 6,045 | (6,554 | ) | ||||
Total Segment Operating Income (Loss) | 11,809 | (6,621 | ) | ||||
Unallocated general and administrative expenses | (2,159 | ) | (1,149 | ) | |||
Interest and financing costs, net | (511 | ) | — | ||||
NET INCOME (LOSS) | $ | 9,139 | $ | (7,770 | ) |
(a) | Historically, no affiliate revenue was recognized by our Predecessors in the Terminalling, Transportation and Storage segment. Our FERC and North Dakota Public Service Commission ("NDPSC") regulated pipelines were our source of affiliate revenues in the Crude Oil Gathering segment. No affiliate revenue was recognized by the TLLP Predecessor for trucking services in the Crude Oil Gathering segment. |
Three Months Ended March 31, | |||||||
2012 | 2011 | ||||||
Capital Expenditures | |||||||
Crude Oil Gathering | $ | 2,621 | $ | 3 | |||
Terminalling, Transportation and Storage | 1,935 | 669 | |||||
Total Capital Expenditures | $ | 4,556 | $ | 672 |
Identifiable Assets | March 31, 2012 | December 31, 2011 | |||||
Crude Oil Gathering | $ | 69,446 | $ | 72,795 | |||
Terminalling, Transportation and Storage | 114,430 | 114,492 | |||||
Other | 23,246 | 20,691 | |||||
Total Identifiable Assets | $ | 207,122 | $ | 207,978 |
• | focus on opportunities to provide committed fee-based logistics services to Tesoro and third parties; |
• | evaluate investment opportunities that may arise from the growth of Tesoro's refining and marketing business or from increased third-party activity to make capital investments to expand our existing asset base; |
• | pursue accretive acquisitions of complementary assets from Tesoro as well as third parties; and |
• | seek to enhance the profitability of our existing assets by pursuing opportunities to add Tesoro and third-party volumes, improve operating efficiencies and increase utilization. |
• | we have increased throughput at our Los Angeles terminal by 5,000 bpd beginning in February 2012 upon securing permits for higher ethanol volumes; and |
• | completed the Contribution of the Martinez Terminal, effective April 1, 2012, which is expected to add approximately 70,000 bpd of terminalling throughput with a wharf capacity of 145,000 bpd and storage capacity of 425,000 barrels. |
• | expand our assets on the High Plains system in support of Tesoro's increased demand for Bakken crude oil, including: |
◦ | growing our pipeline gathering system to deliver an additional 10,000 bpd to Tesoro's North Dakota refinery and deliver 30,000 bpd to Rangeland's facility to support Tesoro's announced strategy to move Bakken crude oil to its Washington refinery; |
◦ | growing trucking volumes to 35,000 bpd by expanding our proprietary fleet, which should capture cost and operating efficiencies, and through the opportunities provided by the amended trucking transportation agreement; and |
◦ | adding other origin and destination points on the High Plains system to increase volumes by 10,000 bpd; and |
• | increase our terminalling volumes by 25,000 bpd by year-end 2013 by expanding capacity at our Los Angeles, Mandan and Stockton terminals and by growing our third-party services at our Boise, Burley, Vancouver and Stockton terminals. A project for waxy crude offloading, originally planned for 2013, with throughput of 20,000 bpd has been rescheduled for 2014 to coincide with maintenance downtime at Tesoro's Salt Lake City ("SLC") refinery. |
• | a 10-year pipeline transportation services agreement under which Tesoro pays the Partnership fees for gathering and transporting crude oil on our High Plains system; |
• | a crude oil trucking transportation services agreement under which Tesoro pays the Partnership fees for trucking related services and scheduling and dispatching services that we provide through our High Plains truck-based crude oil gathering operation, which was amended effective January 1, 2012 to extend the agreement to five years and convert fees to mileage-based rates; |
• | a 10-year master terminalling services agreement under which Tesoro pays the Partnership fees for providing terminalling services at our eight refined products terminals; |
• | a 10-year pipeline transportation services agreement under which Tesoro pays the Partnership fees for transporting crude oil and refined products on our five SLC short-haul pipelines; and |
• | a 10-year SLC storage and transportation services agreement under which Tesoro pays the Partnership fees for storing crude oil and refined products at our SLC storage facility and transporting crude oil and refined products between the storage facility and Tesoro's Utah refinery through interconnecting pipelines on a dedicated basis. |
• | our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or financing methods; |
• | the ability of our assets to generate sufficient cash flow to make distributions to our unitholders; |
• | our ability to incur and service debt and fund capital expenditures; and |
• | the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities. |
Three Months Ended March 31, | |||||||
2012 | 2011 | ||||||
REVENUES (a) | $ | 27,085 | $ | 6,270 | |||
COSTS AND EXPENSES | |||||||
Operating and maintenance expenses | 11,245 | 10,027 | |||||
Depreciation and amortization expenses | 2,527 | 2,527 | |||||
General and administrative expenses | 3,427 | 1,461 | |||||
Loss on asset disposals | 236 | 25 | |||||
Total Costs and Expenses | 17,435 | 14,040 | |||||
OPERATING INCOME (LOSS) | 9,650 | (7,770 | ) | ||||
Interest and financing costs, net | (511 | ) | — | ||||
NET INCOME (LOSS) | 9,139 | (7,770 | ) | ||||
Less: Loss attributable to Predecessors | (2,417 | ) | (7,770 | ) | |||
Net income attributable to partners | 11,556 | — | |||||
Less: General partner's interest in net income | 230 | — | |||||
Limited partners' interest in net income | $ | 11,326 | $ | — | |||
Net income per limited partner unit: | |||||||
Common - basic and diluted | $ | 0.37 | |||||
Subordinated - basic and diluted | $ | 0.37 | |||||
Weighted average limited partner units outstanding: | |||||||
Common units - basic | 15,254,890 | ||||||
Common units - diluted | 15,297,023 | ||||||
Subordinated units - basic and diluted | 15,254,890 | ||||||
EBITDA (b) | $ | 12,177 | $ | (5,243 | ) | ||
Distributable Cash Flow (b) | $ | 10,888 |
Three Months Ended March 31, | |||||||
2012 | 2011 | ||||||
Reconciliation of EBITDA to Net Income (Loss): | |||||||
Net income (loss) | $ | 9,139 | $ | (7,770 | ) | ||
Add: Depreciation and amortization expenses | 2,527 | 2,527 | |||||
Add: Interest and financing costs, net | 511 | — | |||||
EBITDA (b) | $ | 12,177 | $ | (5,243 | ) | ||
Reconciliation of EBITDA to Net Cash from (used in) Operating Activities: | |||||||
Net cash from (used in) operating activities | $ | 13,327 | $ | (6,484 | ) | ||
Less: Changes in assets and liabilities | 888 | (1,266 | ) | ||||
Less: Amortization of debt issuance costs | 159 | — | |||||
Less: Unit-based compensation expense | 378 | — | |||||
Less: Loss on asset disposals | 236 | 25 | |||||
Add: Interest and financing costs, net | 511 | — | |||||
EBITDA (b) | $ | 12,177 | $ | (5,243 | ) | ||
Reconciliation of Distributable Cash Flow to Net Income: | |||||||
Net income | $ | 9,139 | |||||
Add: Depreciation and amortization expenses | 2,527 | ||||||
Add: Interest and financing costs, net | 511 | ||||||
Less: Cash interest paid, net | 367 | ||||||
Less: Maintenance capital expenditures (c) | 768 | ||||||
Less: Payment of financing costs | 532 | ||||||
Add: Non-cash unit-based compensation expense | 378 | ||||||
Distributable Cash Flow (b) | $ | 10,888 |
(a) | Our Predecessors did not record revenues for intercompany trucking, terminalling, storage and short-haul pipeline transportation services. |
(b) | For a definition of EBITDA and distributable cash flow, see "Non-U.S. GAAP Financial Measures." |
(c) | Maintenance capital expenditures include expenditures required to maintain equipment, reliability, tankage and pipeline integrity and safety, and to address environmental regulations. |
• | an increase in operating and maintenance expenses of $1.2 million mainly related to higher contract hauler expenses and repairs and maintenance expenses; and |
• | an increase in general and administrative expenses of $2.0 million as a result of increased cost allocations of certain direct employee costs, additional expenses related to being a publicly traded partnership, expenses associated with TLLP unit-based compensation and the effect of omnibus agreement expenses. |
Three Months Ended March 31, | |||||||
2012 | 2011 | ||||||
REVENUES (a) | |||||||
Pipeline revenues | $ | 7,412 | $ | 5,587 | |||
Trucking revenues | 6,690 | — | |||||
Total Revenues | 14,102 | 5,587 | |||||
COSTS AND EXPENSES | |||||||
Operating and maintenance expenses | 6,844 | 4,715 | |||||
Depreciation and amortization expenses | 783 | 785 | |||||
General and administrative expenses | 711 | 154 | |||||
Total Costs and Expenses | 8,338 | 5,654 | |||||
CRUDE OIL GATHERING SEGMENT OPERATING INCOME (LOSS) | $ | 5,764 | $ | (67 | ) | ||
VOLUMES (bpd) | |||||||
Pipeline throughput (b) | 59,744 | 55,301 | |||||
Average pipeline revenue per barrel (c) | $ | 1.36 | $ | 1.12 | |||
Trucking volume | 25,364 | 21,628 | |||||
Average trucking revenue per barrel (a) (c) | $ | 2.90 |
(a) | Our Predecessors did not record revenues for intercompany trucking, terminalling, storage and short-haul pipeline transportation services. Volumes for all periods presented include both affiliate and third-party throughput. |
(b) | Also includes barrels that were gathered and then delivered into our High Plains Pipeline by truck. |
(c) | Management uses average revenue per barrel and storage revenue per barrel on shell capacity to evaluate performance and compare profitability to other companies in the industry. There are a variety of ways to calculate average revenue per barrel; different companies may calculate it in different ways. We calculate average revenue per barrel as revenue divided by the number of days in the period divided by throughput (bpd). We calculate storage revenue per barrel on shell capacity as revenue divided by number of months in the period divided by shell capacity barrels. Investors and analysts use this financial measure to help analyze and compare companies in the industry on the basis of operating performance. This financial measure should not be considered as an alternative to segment operating income, revenues and operating expenses or any other measure of financial performance presented in accordance with U.S. GAAP. |
Three Months Ended March 31, | |||||||
2012 | 2011 | ||||||
REVENUES (a) | |||||||
Terminalling revenues | $ | 10,126 | $ | 683 | |||
Short-haul pipeline transportation revenues | 1,518 | — | |||||
Storage revenues | 1,339 | — | |||||
Total Revenues | 12,983 | 683 | |||||
COSTS AND EXPENSES | |||||||
Operating and maintenance expenses | 4,401 | 5,312 | |||||
Depreciation and amortization expenses | 1,744 | 1,742 | |||||
General and administrative expenses | 557 | 158 | |||||
Loss on asset disposals | 236 | 25 | |||||
Total Costs and Expenses | 6,938 | 7,237 | |||||
TERMINALLING, TRANSPORTATION AND STORAGE SEGMENT OPERATING INCOME (LOSS) | $ | 6,045 | $ | (6,554 | ) | ||
VOLUMES (bpd) | |||||||
Terminalling throughput | 157,939 | 187,208 | |||||
Average terminalling revenue per barrel (a) (b) | $ | 0.70 | |||||
Short-haul pipeline transportation throughput | 65,670 | 62,173 | |||||
Average short-haul pipeline transportation revenue per barrel (a) (b) | $ | 0.25 | |||||
Storage capacity reserved (shell capacity barrels) | 878,000 | 878,000 | |||||
Storage revenue per barrel on shell capacity (per month) (a) (b) | $ | 0.51 |
(a) | Our Predecessors did not record revenues for intercompany trucking, terminalling, storage and short-haul pipeline transportation services. Volumes for all periods presented include both affiliate and third-party throughput. |
Credit Facility | 30 day Eurodollar (LIBOR) Rate | Eurodollar Margin | Base Rate | Base Rate Margin | Commitment Fee (unused portion) | |||||
TLLP Revolving Credit Facility (a) | 0.24% | 2.50% | 3.25% | 1.50% | 0.50% |
• | incur additional indebtedness and incur liens on assets to secure certain debt; |
• | make distributions from our subsidiaries; |
• | dispose of assets unless the proceeds from those sales are used to repay debt or are reinvested in our business; |
• | make certain amendments, modifications or supplements to organization documents and material contracts; |
• | engage in certain business activities; |
• | engage in certain mergers or consolidations and transfers of assets; and |
• | enter into transactions with affiliates. |
Three Months Ended March 31, | |||||||
2012 | 2011 | ||||||
Cash Flows From (Used In): | |||||||
Operating Activities | $ | 13,327 | $ | (6,484 | ) | ||
Investing Activities | (2,496 | ) | (819 | ) | |||
Financing Activities | (8,142 | ) | 7,303 | ||||
Increase in Cash and Cash Equivalents | $ | 2,689 | $ | — |
Three Months Ended March 31, | ||||||||
2012 | 2011 | |||||||
Maintenance | $ | 768 | $ | 253 | ||||
Expansion | 3,788 | 419 | ||||||
Total Capital Expenditures | $ | 4,556 | $ | 672 |
• | changes in global economic conditions and the effects of the global economic downturn on Tesoro's business and the business of its suppliers, customers, business partners and credit lenders; |
• | the suspension, reduction or termination of Tesoro's obligation under our commercial agreements and our operational services agreement; |
• | a material decrease in Tesoro's profitability; |
• | a material decrease in the crude oil produced in the Bakken Shale/Williston Basin area; |
• | the risk of contract cancellation, non-renewal or failure to perform by Tesoro's customers, and Tesoro's inability to replace such contracts and/or customers; |
• | Tesoro's ability to remain in compliance with the terms of its outstanding indebtedness; |
• | the timing and extent of changes in commodity prices and demand for Tesoro's refined products; |
• | state and federal environmental, economic, health and safety, energy and other policies and regulations, including those related to climate change and any changes therein, and any legal or regulatory investigations, delays or other factors beyond our control; |
• | operational hazards inherent in refining operations and in transporting and storing crude oil and refined products; |
• | the availability and costs of crude oil, other refinery feedstocks and refined products; |
• | disruptions due to equipment interruption or failure at our facilities, Tesoro's facilities or third-party facilities on which Tesoro's business is dependent; |
• | changes in the cost or availability of third-party vessels, pipelines and other means of delivering and transporting crude oil, feedstocks and refined products; |
• | actions of customers and competitors; |
• | risks related to labor relations and workplace safety; |
• | earthquakes or other natural disasters affecting operations; |
• | weather conditions affecting our or Tesoro's operations or the areas in which Tesoro markets its refined products; |
• | adverse rulings, judgments, or settlements in litigation or other legal or tax matters, including unexpected environmental remediation costs in excess of any accruals, which affect us or Tesoro; |
• | changes in our cash flow from operations; |
• | changes in capital requirements or in execution of planned capital projects; |
• | direct or indirect effects on our business resulting from actual or threatened terrorist incidents or acts of war; |
• | political developments; |
• | seasonal variations in demand for refined products; and |
• | changes in insurance markets impacting costs and the level and types of coverage available. |
Net Income Per Unit (Notes)
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Mar. 31, 2012
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Net Income (Loss) Per Unit [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income Per Unit [Text Block] | NET INCOME PER UNIT We use the two-class method when calculating the net income per unit applicable to limited partners because we have more than one participating security. Our participating securities consist of common units, subordinated units, general partner units and incentive distribution rights (“IDRs”). We base our calculation of net income per unit on the weighted-average number of common units outstanding during the period. The basic weighted-average number of units outstanding has not changed since the completion of the Offering and remains equal to the total number of units outstanding as of March 31, 2012. We did not calculate net income per unit for the three months ended March 31, 2011, because there were no units outstanding prior to the Offering. Net income attributable to the Partnership is allocated between the limited, subordinated and general partners in accordance with our partnership agreement. Distributions for the first quarter of 2012 include distributions for units issued as part of the Contribution. See Note B for additional information including the issuance of equity in connection with the Contribution. Diluted net income per unit includes the effects of potentially dilutive units on our common units, consisting of unvested service and performance phantom units. Basic and diluted net income per unit applicable to subordinated limited partners are the same because there are no potentially dilutive subordinated units outstanding. The calculation of net income per unit is as follows (in thousands, except unit and per unit amounts):
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