Valero Energy Partners LP Reports Third Quarter 2015 Results

VALERO ENERGY PARTNERS LP

EARNINGS RELEASE

(In Thousands, Except per Unit Amounts, per Barrel Amounts, and Ratios)

(Unaudited)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2015

2014

2015

2014

Statement of income data (a):

Operating revenues – related party (b)

$

62,037

$

33,666

$

164,168

$

94,998

Costs and expenses:

Operating expenses (c)

15,042

17,510

47,280

50,062

General and administrative expenses (d)

3,444

3,133

10,169

9,591

Depreciation expense (e)

10,684

7,178

25,887

19,226

Total costs and expenses

29,170

27,821

83,336

78,879

Operating income

32,867

5,845

80,832

16,119

Other income, net (f)

29

156

166

1,315

Interest and debt expense, net of capitalized interest (g)

(1,353)

(214)

(3,365)

(663)

Income before income taxes

31,543

5,787

77,633

16,771

Income tax expense (benefit) (h)

115

129

(62)

436

Net income

31,428

5,658

77,695

16,335

Less:  Net loss attributable to Predecessor

—

(11,885)

(9,516)

(23,890)

Net income attributable to partners

31,428

17,543

87,211

40,225

Less:  General partner's interest in net income

1,612

351

3,821

805

Limited partners' interest in net income

$

29,816

$

17,192

$

83,390

$

39,420

Net income per limited partner unit(basic and diluted):

Common units

$

0.51

$

0.30

$

1.43

$

0.68

Subordinated units

$

0.49

$

0.30

$

1.40

$

0.68

Weighted-average limited partner units outstanding:

Common units – public (basic)

17,250

17,250

17,250

17,250

Common units – public (diluted)

17,250

17,251

17,250

17,251

Common units – Valero (basic and diluted)

13,448

11,540

13,029

11,540

Subordinated units – Valero (basic and diluted)

28,790

28,790

28,790

28,790

See Notes to Earnings Release.

VALERO ENERGY PARTNERS LP

EARNINGS RELEASE

(In Thousands, Except per Unit Amounts, per Barrel Amounts, and Ratios)

(Unaudited)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2015

2014

2015

2014

Operating highlights (a):

Pipeline transportation:

Pipeline transportation revenues (b)

$

21,322

$

20,602

$

61,164

$

51,842

Pipeline transportation throughput (BPD) (i)

960,410

955,285

964,380

879,192

Average pipeline transportation revenue per barrel (j)

$

0.24

$

0.23

$

0.23

$

0.22

Terminaling:

Terminaling revenues (b)

$

40,580

$

12,827

$

102,599

$

42,343

Terminaling throughput (BPD)

1,335,659

479,923

1,176,216

560,139

Average terminaling revenue per barrel (j)

$

0.33

$

0.29

$

0.32

$

0.28

Storage revenues

$

135

$

237

$

405

$

813

Total operating revenues – related party

$

62,037

$

33,666

$

164,168

$

94,998

Capital expenditures (a):

Maintenance

$

326

$

3,870

$

4,549

$

12,218

Expansion

868

8,729

2,697

42,582

Total capital expenditures

1,194

12,599

7,246

54,800

Less: Capital expenditures attributable to Predecessor

—

9,574

3,693

48,551

Capital expenditures attributable to Partnership

$

1,194

$

3,025

$

3,553

$

6,249

Other financial information:

Distribution declared per unit

$

0.3075

$

0.2400

$

0.8775

$

0.6750

EBITDA attributable to Partnership (k)

$

43,580

$

22,204

$

114,127

$

51,627

Distributable cash flow (k)

$

41,880

$

21,131

$

109,383

$

50,346

Distribution declared:

Limited partner units – public

$

5,307

$

4,141

$

15,145

$

11,647

Limited partner units – Valero

13,471

9,679

37,547

27,223

General partner units – Valero

1,386

282

3,194

793

Total distribution declared

$

20,164

$

14,102

$

55,886

$

39,663

Coverage ratio (k)

2.08x

1.50x

1.96x

1.27x

September 30,

December 31,

2015

2014

Balance sheet data (a):

Cash and cash equivalents

$

50,563

$

236,579

Total assets

706,188

891,764

Current portion of debt and capital lease obligations

1,183

1,200

Debt and capital lease obligations, less current portion

335,381

1,519

Total debt and capital lease obligations

336,564

2,719

Partners' capital

360,389

880,910

Working capital

55,866

238,365

See Notes to Earnings Release.

VALERO ENERGY PARTNERS LP

EARNINGS RELEASE

(In Thousands, Except per Unit Amounts, per Barrel Amounts, and Ratios)

(Unaudited)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2015

2014

2015

2014

Reconciliation of net income to EBITDA and distributable cash flow (a)(k):

Net income

$

31,428

$

5,658

$

77,695

$

16,335

Plus:

Depreciation expense

10,684

7,178

25,887

19,226

Interest and debt expense, net of capitalized interest

1,353

214

3,365

663

Income tax expense (benefit)

115

129

(62)

436

EBITDA

43,580

13,179

106,885

36,660

Less:  EBITDA attributable to Predecessor

—

(9,025)

(7,242)

(14,967)

EBITDA attributable to Partnership

43,580

22,204

114,127

51,627

Plus:

Adjustments related to minimum throughput commitments

—

(235)

4

272

Projects prefunded by Valero

—

418

589

2,046

Other

—

—

384

—

Less:

Cash interest paid

1,374

221

2,952

686

Income taxes paid

—

—

441

9

Maintenance capital expenditures

326

1,035

2,328

2,904

Distributable cash flow

$

41,880

$

21,131

$

109,383

$

50,346

Reconciliation of net cash provided by operating activities to EBITDA and distributable cash flow (a)(k):

Net cash provided by operating activities

$

43,419

$

10,326

$

98,880

$

33,625

Plus:

Changes in current assets and current liabilities

(1,430)

2,515

4,643

1,935

Changes in deferred charges and credits and other operating activities, net

118

(10)

(341)

44

Interest and debt expense, net of capitalized interest

1,353

214

3,365

663

Current income tax expense

120

134

338

393

EBITDA

43,580

13,179

106,885

36,660

Less:  EBITDA attributable to Predecessor

—

(9,025)

(7,242)

(14,967)

EBITDA attributable to Partnership

43,580

22,204

114,127

51,627

Plus:

Adjustments related to minimum throughput commitments

—

(235)

4

272

Projects prefunded by Valero

—

418

589

2,046

Other

—

—

384

—

Less:

Cash interest paid

1,374

221

2,952

686

Income taxes paid

—

—

441

9

Maintenance capital expenditures

326

1,035

2,328

2,904

Distributable cash flow

$

41,880

$

21,131

$

109,383

$

50,346

See Notes to Earnings Release.

VALERO ENERGY PARTNERS LP

EARNINGS RELEASE

(In Thousands, Except per Unit Amounts, per Barrel Amounts, and Ratios)

(Unaudited)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2015

2014

2015

2014

Comparison of ratio of net income attributable to partners divided by total distribution declared to coverage ratio (k):

Net income attributable to partners

$

31,428

$

17,543

$

87,211

$

40,225

Total distribution declared

$

20,164

$

14,102

$

55,886

$

39,663

Ratio of net income attributable to partners divided by total distribution declared

1.56x

1.24x

1.56x

1.01x

Coverage ratio: Distributable cash flow divided by total distribution declared

2.08x

1.50x

1.96x

1.27x

Nine Months Ended September 30, 2015

Valero Energy

Partners LP

Houston and

St. Charles Terminal

Services Business

(January 1, 2015 to

February 28, 2015)

Valero Energy

Partners LP

(Currently Reported)

Operating revenues – related party (b)

$

164,168

$

—

$

164,168

Costs and expenses:

Operating expenses

40,085

7,195

47,280

General and administrative expenses

10,122

47

10,169

Depreciation expense

23,613

2,274

25,887

Total costs and expenses

73,820

9,516

83,336

Operating income (loss)

90,348

(9,516)

80,832

Other income, net

166

—

166

Interest and debt expense, net of capitalized interest

(3,365)

—

(3,365)

Income (loss) before income taxes

87,149

(9,516)

77,633

Income tax benefit

(62)

—

(62)

Net income (loss)

87,211

(9,516)

77,695

Less:  Net loss attributable to Predecessor

—

(9,516)

(9,516)

Net income attributable to partners

$

87,211

$

—

$

87,211

See Notes to Earnings Release.

VALERO ENERGY PARTNERS LP

EARNINGS RELEASE

(In Thousands, Except per Unit Amounts, per Barrel Amounts, and Ratios)

(Unaudited)

Three Months Ended September 30, 2014

Valero Energy

Partners LP

(Previously

Reported)

Houston and

St. Charles Terminal

Services Business

(July 1, 2014

to September 30, 2014)

Valero Energy

Partners LP

(Currently

Reported)

Operating revenues – related party (b)

$

33,666

$

—

$

33,666

Costs and expenses:

Operating expenses

8,553

8,957

17,510

General and administrative expenses

3,065

68

3,133

Depreciation expense

4,318

2,860

7,178

Total costs and expenses

15,936

11,885

27,821

Operating income (loss)

17,730

(11,885)

5,845

Other income, net

156

—

156

Interest and debt expense, net of capitalized interest

(214)

—

(214)

Income (loss) before income taxes

17,672

(11,885)

5,787

Income tax expense

129

—

129

Net income (loss)

17,543

(11,885)

5,658

Less:  Net loss attributable to Predecessor

—

(11,885)

(11,885)

Net income attributable to partners

$

17,543

$

—

$

17,543

Nine Months Ended September 30, 2014

Valero Energy
Partners LP
(Previously
Reported)

Houston and

St. Charles Terminal

Services Business

(January 1, 2014

to September 30, 2014)

Valero Energy

Partners LP

(Currently

Reported)

Operating revenues – related party (b)

$

94,998

$

—

$

94,998

Costs and expenses:

Operating expenses

24,027

26,035

50,062

General and administrative expenses

9,392

199

9,591

Depreciation expense

12,087

7,139

19,226

Total costs and expenses

45,506

33,373

78,879

Operating income (loss)

49,492

(33,373)

16,119

Other income, net

1,315

—

1,315

Interest and debt expense, net of capitalized interest

(663)

—

(663)

Income (loss) before income taxes

50,144

(33,373)

16,771

Income tax expense

436

—

436

Net income (loss)

49,708

(33,373)

16,335

Less:  Net income (loss) attributable to Predecessor

9,483

(33,373)

(23,890)

Net income attributable to partners

$

40,225

$

—

$

40,225

See Notes to Earnings Release.

VALERO ENERGY PARTNERS LP

NOTES TO EARNINGS RELEASE

(a)    

References to "Partnership," "we," "us," or "our" refer to Valero Energy Partners LP, one or more of its subsidiaries, or all of them taken as a whole for periods after December 16, 2013, the date the Partnership completed its initial public offering (IPO). For periods prior to the IPO and effective dates of subsequent acquisitions from Valero, those terms refer to Valero Energy Partners LP Predecessor, our Predecessor for accounting purposes. References in these notes to "Valero" may refer to Valero Energy Corporation, one or more of its subsidiaries, or all of them taken as a whole, other than Valero Energy Partners LP, any of its subsidiaries, or its general partner.

Effective March 1, 2015, we acquired the Houston and St. Charles Terminal Services Business from Valero for total consideration of $671.2 million consisting of (i) cash of $571.2 million and (ii) the issuance of 1,908,100 common units representing limited partner interests in us and 38,941 general partner units representing general partner interests in us having an aggregate value, collectively, of  $100.0 million. We funded the cash distribution to Valero with $211.2 million of our cash on hand, $200.0 million of borrowings under our revolving credit facility, and $160.0 million of proceeds from a subordinated credit agreement with Valero, and began receiving fees for services provided by this business commencing on March 1, 2015.

Effective July 1, 2014, we acquired the Texas Crude Systems Business from Valero for total cash consideration of $154.0 million, and began receiving fees for services provided by this business commencing on July 1, 2014.

The above-mentioned acquisitions were each accounted for as transfers of a business between entities under the common control of Valero. Accordingly, the statement of income data and operating highlights and capital expenditures data have been retrospectively adjusted to include the historical results of operations of the acquired businesses for periods prior to their dates of acquisition.

(b)    

Operating revenues include amounts attributable to our Predecessor. Prior to being acquired by us, the Texas Crude Systems Business generated revenues by providing fee-based transportation and terminaling services to Valero, but the Houston and St. Charles Terminal Services Business did not charge Valero for services provided and did not generate revenues. Effective with the date of each acquisition, we entered into additional schedules to our commercial agreements with Valero with respect to the services we provide to Valero using the assets of the acquired businesses. This resulted in changes to pipeline and terminaling throughput fees previously charged to Valero for services provided by certain assets and new charges for terminaling services provided by other assets.

(c)    

The decrease in operating expenses for the three months ended September 30, 2015 compared to the three months ended September 30, 2014 was due primarily to lower maintenance expense of $2.9 million at the St. Charles terminal and the Lucas crude system. The decrease in maintenance expense was partially offset by an increase in insurance expense of $596,000 as a result of the acquired assets being covered under our own insurance policies. Prior to the acquisition, our Predecessor was allocated a portion of Valero's insurance costs.

The decrease in operating expenses for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 was due primarily to lower maintenance expense of $5.2 million at the St. Charles and Houston terminals and the Lucas crude system. The decrease in maintenance expense was partially offset by an increase in insurance expense of $1.7 million as a result of the acquired assets being covered under our own insurance policies. Prior to the acquisition, our Predecessor was allocated a portion of Valero's insurance costs. Additionally, salaries, wages, and benefits for seconded employees increased $686,000 during the nine months ended September 30, 2015 due to the annual merit increase and higher incentive compensation.

(d)    

The increase in general and administrative expenses for the three months ended September 30, 2015 compared to the three months ended September 30, 2014 was due primarily to higher transaction costs (legal and investment advisor fees) of $274,000 associated with the acquisition of businesses from Valero. During the three months ended September 30, 2015, we incurred transaction costs of $423,000 in connection with the October 1, 2015 acquisition of the Corpus Christi Terminal Services Business. During the three months ended September 30, 2014, we incurred $149,000 in transactions costs in connection with the July 1, 2014 acquisition of the Texas Crude Systems Business.

The increase in general and administrative expenses for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 was due primarily to higher transaction costs of $512,000 associated with the acquisition of businesses from Valero. In 2015, we incurred transaction costs of $546,000 in connection with the March 1, 2015 acquisition of the Houston and St. Charles Terminal Services Business and $423,000 in connection with the October 1, 2015 acquisition of the Corpus Christi Terminal Services Business. In 2014, we incurred $457,000 in connection with the July 1, 2014 acquisition of the Texas Crude Systems Business.

(e)    

The increase in depreciation expense for the three months ended September 30, 2015 compared to the three  months ended September 30, 2014 was due primarily to $2.8 million in accelerated depreciation related to the retirement of certain assets in the McKee Crude System during the three months ended September 30, 2015.

The increase in depreciation expense for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 was due primarily to the $2.8 million in accelerated depreciation discussed above, as well as additional depreciation expense associated with assets placed into service in the latter part of 2014, including the expansion of our St. Charles and Houston terminals and Three Rivers crude system and the interconnection with TransCanada's Cushing Marketlink pipeline at our Lucas crude system.

(f)     

The decrease in "other income, net" for the three and nine months ended September 30, 2015 compared to the three and nine months ended September 30, 2014 was due primarily to a decrease in interest income (net of bank fees) of $127,000 and $545,000, respectively, attributable to a reduced cash balance during the three and nine months ended September 30, 2015. In addition, scrap metal sales decreased $409,000 and right-of-way fees decreased $141,000 during the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014.

(g)    

The increase in "interest and debt expense, net of capitalized interest" for the three and nine months ended September 30, 2015 compared to the three and nine months ended September 30, 2014 was due primarily to interest expense incurred on borrowings under our revolving credit facility and under the subordinated credit agreement with Valero as discussed in Note (a). Interest expense on this indebtedness was $1.2 million and $3.0 million for the three and nine months ended September 30, 2015, respectively.

(h)    

Our income tax expense (benefit) is associated with the Texas margin tax. During the nine months ended September 30, 2015, we reduced our deferred income tax liabilities due to a reduction in the relative amount of revenue we generate in Texas compared to our total revenue. This reduction was a result of the acquisition of the Houston and St. Charles Terminal Services Business (which includes operations in Louisiana). In addition, in June 2015, the Texas margin tax rate was reduced from 1 percent to 0.75 percent.

(i)      

Represents the sum of volumes transported through each separately tariffed pipeline segment.

(j)     

Management uses average revenue per barrel 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 throughput for the period. Throughput can be derived by multiplying the throughput barrels per day (BPD) by the number of days in the period. 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 revenues presented in accordance with U.S. generally accepted accounting principles (GAAP).

(k)    

We define EBITDA as net income before income tax expense, interest expense, and depreciation expense. We define distributable cash flow as EBITDA less cash payments during the period for interest, income taxes, and maintenance capital expenditures, plus adjustments related to minimum throughput commitments, capital projects prefunded by Valero, and certain other items. We define coverage ratio as the ratio of distributable cash flow to the total distribution declared.

EBITDA, distributable cash flow, and coverage ratio are supplemental financial measures that are not defined under GAAP. They may be used by management and external users of our financial statements, such as industry analysts, investors, lenders, and rating agencies, to:

• describe our expectation of forecasted earnings;
• assess our operating performance as compared to other publicly traded limited partnerships in the transportation and logistics industry, without regard to historical cost basis or, in the case of EBITDA, financing methods;
• assess the ability of our business to generate sufficient cash to support our decision to make distributions to our unitholders;
• assess our ability to incur and service debt and fund capital expenditures; and
• assess the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

We believe that the presentation of EBITDA provides useful information to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to EBITDA are net income and net cash provided by operating activities. EBITDA should not be considered an alternative to net income or net cash provided by operating activities presented in accordance with GAAP. EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect net income or net cash provided by operating activities. EBITDA should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Additionally, because EBITDA may be defined differently by other companies in our industry, our definition of EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.

We use distributable cash flow to measure whether we have generated from our operations, or "earned," an amount of cash sufficient to support the payment of the minimum quarterly distributions. Our partnership agreement contains the concept of "operating surplus" to determine whether our operations are generating sufficient cash to support the distributions that we are paying, as opposed to returning capital to our partners. Because operating surplus is a cumulative concept (measured from the IPO date and compared to cumulative distributions from the IPO date), we use the term distributable cash flow to approximate operating surplus on a quarterly or annual, rather than a cumulative, basis. As a result, distributable cash flow is not necessarily indicative of the actual cash we have on hand to distribute or that we are required to distribute.

We use the coverage ratio to reflect the relationship between our distributable cash flow and the total distribution declared. We have also provided the ratio of net income attributable to partners, the most directly comparable GAAP measure to distributable cash flow, to the total distribution declared.