NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
On November 1, 2019, Buckeye Partners, L.P., a Delaware limited partnership (“Buckeye”), merged with Hercules Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), with Buckeye continuing as the surviving entity and a wholly owned subsidiary of Hercules Intermediate Holdings LLC, a Delaware limited liability company (“Hercules” and such merger, the “Merger”). Buckeye GP LLC (“Buckeye GP”) remains our general partner. Hercules is wholly owned by IFM Global Infrastructure Fund, a Cayman Islands Unit Trust. As used in these Notes to Unaudited Condensed Consolidated Financial Statements, “we,” “us,” “our” and “Buckeye” mean Buckeye Partners, L.P. and, where the context requires, includes our subsidiaries.
As previously disclosed, on May 10, 2019, we entered into the Agreement and Plan of Merger (the “Merger Agreement”) with Hercules, Merger Sub, Buckeye Pipe Line Services Company, a Pennsylvania corporation, and Buckeye GP. Under the terms and conditions set forth in the Merger Agreement, each of our issued and outstanding limited partner units representing limited partnership interests (“LP Units”) (other than LP Units owned immediately prior to the Merger by us or by Hercules or any of its subsidiaries), ceased to be outstanding and was converted into the right to receive $41.50 in cash, without interest.
Concurrent with the consummation of the Merger, we terminated our $1.5 billion credit facility with SunTrust Bank as administrative agent (the “Prior $1.5 billion Credit Facility”) and obtained new senior secured credit facilities in an aggregate principal amount of up to $2.85 billion, consisting of (a) a $600 million senior secured revolving facility (the “New Revolving Facility”) and (b) a $2.25 billion senior secured term loan facility (the “New Term Facility”).
Up to and prior to the Merger, Buckeye Partners, L.P. was a publicly traded Delaware master limited partnership (“MLP”), and its LP Units were listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “BPL.” In connection with the consummation of the Merger, we requested that the NYSE delist our LP Units and, as a result, trading of our LP Units, which traded under the ticker symbol “BPL” on the NYSE, was suspended prior to the opening of the NYSE on November 1, 2019. We also requested that the NYSE file a Form 25 with the U.S. Securities and Exchange Commission (“SEC”) notifying the SEC of the delisting of our LP Units and the withdrawal of registration of our LP Units under Section 12(b) of the Exchange Act. Following the effectiveness of the Form 25, we intend to file with the SEC a Form 15 regarding the termination of registration of our LP Units under the Exchange Act and the suspension of reporting obligations with respect to our LP Units. However, we expect to continue to file periodic reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to requirements under our existing outstanding senior note issuances.
For more information regarding the closing of the Merger, please see our Form 8-K filed with the SEC on November 1, 2019. For more information regarding the Merger and the Merger Agreement, please see our Form 8-K filed with the SEC on May 10, 2019 and our Schedule 14A filed with the SEC on June 25, 2019, as supplemented by the Form 8-K we filed with the SEC on July 22, 2019.
We own and operate a diversified global network of integrated assets providing midstream logistic solutions, primarily consisting of the transportation, storage, processing and marketing of liquid petroleum products. We are one of the largest independent liquid petroleum products pipeline operators in the United States in terms of volumes delivered, with approximately 6,000 miles of pipeline. We also use our service expertise to operate and/or maintain third-party pipelines and terminals and perform certain engineering and construction services for our customers. Our global terminal network comprises more than 115 liquid petroleum products terminals with aggregate tank capacity of over 118 million barrels across our portfolio of pipelines, inland terminals and marine terminals located primarily in key petroleum logistics hubs in the East Coast, Midwest and Gulf Coast regions of the United States as well as in the Caribbean. Our terminal assets facilitate global flows of crude oil and refined petroleum products, offering our customers connectivity between supply areas and market centers through some of the world’s most important bulk liquid storage and blending hubs. Our wholly-owned flagship marine terminal in The Bahamas, Buckeye Bahamas Hub Limited (“BBH”), is one of the largest marine crude oil and refined petroleum products storage facilities in the world and provides an array of logistics and blending services for the global flow of petroleum products. Our Gulf Coast regional hub, Buckeye Texas Partners LLC (“Buckeye Texas”), offers world-class marine terminalling, storage and processing capabilities. We are also a wholesale distributor of refined petroleum products in certain areas served by our pipelines and terminals.
Basis of Presentation and Principles of Consolidation
The unaudited condensed consolidated financial statements and the accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the SEC. Accordingly, our financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of our results of operations for the interim periods. The unaudited condensed consolidated financial statements include the accounts of our subsidiaries controlled by us and variable interest entities of which we are the primary beneficiary. Intercompany transactions are eliminated in consolidation. The preparation of consolidated financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses during the reporting period and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates and assumptions about future events and their effects cannot be made with certainty. Estimates may change as new events occur, when additional information becomes available and if our operating environment changes. Actual results could differ from our estimates.
We believe that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2018.
Recently Adopted Accounting Standards
Derivatives and Hedging. Effective January 1, 2019, we adopted Accounting Standards Update (“ASU”) 2017-12, which amends and simplifies the existing standard in order to improve the financial reporting of hedging relationships to better align risk management activities in financial statements and make targeted improvements to simplify the application of the current standard related to the assessment of hedge effectiveness. In October 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-16, which includes the Overnight Index Swap Rate based on Secured Overnight Financing Rate as a U.S. benchmark interest rate for hedge accounting purposes under Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging. The adoption of this standard did not have a material impact on our unaudited condensed consolidated financial statements and disclosures.
Leases. Effective January 1, 2019, we adopted ASC Topic 842, Leases (“ASC 842”), applying the modified retrospective transition method. We applied the transition provision for ASC 842 at our adoption date instead of at the earliest comparative period presented in our financial statements and, therefore, we recognized and measured leases existing at January 1, 2019, but without retrospective application. ASC 842 requires lessees to recognize a right-of-use (“ROU”) lease asset and a lease liability on the balance sheet for leases with lease terms greater than twelve months. ASC 842 also requires enhanced disclosures regarding the amount, timing and uncertainty of cash flows arising from leases. The most significant impact was the recognition of ROU lease assets and lease liabilities for operating leases on our unaudited condensed consolidated balance sheet along with certain incremental disclosures. No impact was recorded to the income statement or beginning retained earnings upon our adoption of ASC 842. See Note 9 - Leases for further discussion.
Improvements to Nonemployee Share-Based Payment Accounting. Effective January 1, 2019, we adopted ASU 2018-07, which conformed the current nonemployee share-based accounting with employee share-based accounting. The adoption of this standard did not have a material impact on our unaudited condensed consolidated financial statements and disclosures.
Recent Accounting Standards Not Yet Adopted
Codification Improvements. In April 2019, the FASB issued ASU 2019-04, which clarifies certain aspects of accounting for credit losses, hedging activities, and financial instruments (addressed by ASUs 2016-13, 2017-12, and 2016-01, respectively). The amendments clarify the scope of the credit losses standard (ASU 2016-13) and address issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments. The amendments on recognizing and measuring financial instruments (ASU 2016-01), address the scope of the guidance, the requirement for remeasurement under ASC Topic 820, Fair Value Measurement, when using the measurement alternative, certain disclosure requirements and which equity securities have to be remeasured at historical exchange rates. The amendments to the credit losses and hedging standards have the same effective dates as those standards, unless an entity has already adopted the standards. The amendments to the recognition and measurement guidance are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. We adopted the amendments related to hedging and financial instruments effective June 30, 2019, which did not have an impact on our unaudited condensed consolidated financial statements. We expect to adopt the amendments related to credit losses concurrently with the adoption of ASU 2016-13.
Collaborative Arrangements. In November 2018, the FASB issued ASU 2018-18, which clarifies whether certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The new standard also provides more comparability in the presentation of revenue for certain transactions between collaborative arrangement participants. The standard is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. The standard should be applied retrospectively to the date of initial application of ASC 606. We expect to adopt this standard effective January 1, 2020. We do not believe the adoption of this standard will have a material impact on our consolidated financial statements or on our disclosures.
Targeted Improvements to Related Party Guidance for Variable Interest Entities. In October 2018, the FASB issued ASU 2018-17 that changes the standard for determining whether a decision-making fee is a variable interest. The standard provides that indirect interests held through related parties under common control will be considered on a proportional basis when determining whether certain decision-making fees are variable interests. The standard is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. The standard should be applied retrospectively, with a cumulative effect adjustment to retained earnings. We expect to adopt this standard effective January 1, 2020 and are currently evaluating the impact that it will have on our consolidated financial statements and disclosures.
Cloud Computing Arrangements. In August 2018, the FASB issued ASU 2018-15, which aligns a customer’s accounting for capitalizing implementation costs in a cloud computing service arrangement that is hosted by the vendor with the requirements for capitalizing implementation costs incurred to develop or obtain an internal-use software license. The standard is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. The standard can be applied prospectively or retrospectively. We expect to adopt this standard effective January 1, 2020 and are currently evaluating the impact that it will have on our consolidated financial statements and disclosures.
Changes to the Disclosure Requirements for Defined Benefit Plans. In August 2018, the FASB issued ASU 2018-14, which amends the existing standard on disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The new standard is effective for fiscal years ending after December 15, 2020, with early adoption permitted. The new standard requires retrospective application. We expect to adopt this standard effective January 1, 2021 and are currently evaluating the impact that it will have on our disclosures.
Changes to the Disclosure Requirements for Fair Value Measurement. In August 2018, the FASB issued ASU 2018-13, which amends the existing standard on disclosure requirements for fair value measurements. The new standard is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. The new standard requires prospective application on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty. The effects of other amendments must be applied retrospectively to all periods presented. We expect to adopt this standard effective January 1, 2020 and are currently evaluating the impact that it will have on our disclosures.
Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued ASU 2016-13, which replaces the current incurred loss impairment method with a method that reflects expected credit losses on financial instruments. In November 2018, the FASB issued ASU 2018-19, which clarifies the scope of the standard in the amendments in ASU 2016-13. In May 2019, the FASB issued ASU 2019-05, which provides entities with an option to irrevocably elect the fair value option for certain financial instruments. The new standard is effective as of January 1, 2020, and early adoption is permitted as of January 1, 2019. We expect to adopt this standard effective January 1, 2020. We do not believe the adoption of this standard will have a material impact on our consolidated financial statements or on our disclosures.
2. REVENUE
The majority of our service-based revenue is derived from fee-based transportation, terminalling, and storage services that we provide to our customers. We also generate revenue from the marketing and sale of petroleum products. We recognize revenues from customer fees for services rendered or by selling petroleum products. Under ASC 606, we recognize revenue over time or at a point in time, depending on the nature of the performance obligations contained in the respective contract with our customer. A performance obligation is a promise in a contract to transfer goods or services to the customer. The contract transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. In certain situations, we recognize revenue pursuant to accounting standards other than ASC 606. These situations primarily relate to leases and derivatives. We have appropriately applied the guidance in ASC Topic 340-40, Other Assets and Deferred Costs: Contracts with Customers, for determining whether to capitalize costs to fulfill a contract.
Contract Balances
At September 30, 2019 and December 31, 2018, receivables from contracts with customers was $201.4 million and $199.3 million, respectively. The following table presents the activity in our contract assets and contract liabilities (in thousands):
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|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
2019
|
|
2018
|
|
Contract Assets:
|
|
|
|
|
Balance as of January 1
|
$
|
16,989
|
|
|
$
|
13,999
|
|
|
Additions
|
20,292
|
|
|
23,818
|
|
|
Transfers to accounts receivable
|
(16,890
|
)
|
|
(13,875
|
)
|
|
Balance as of September 30
|
$
|
20,391
|
|
|
$
|
23,942
|
|
|
Contract Liabilities:
|
|
|
|
|
Balance as of January 1
|
$
|
(26,999
|
)
|
|
$
|
(15,778
|
)
|
|
Additions
|
(35,667
|
)
|
|
(16,035
|
)
|
|
Transfers to revenues(1)
|
14,206
|
|
|
7,427
|
|
|
Balance as of September 30
|
$
|
(48,460
|
)
|
|
$
|
(24,386
|
)
|
(1) For the three months ended September 30, 2019 and 2018, $1.8 million and $0.8 million, respectively, related to contract liabilities were transferred to revenue.
Contract assets and liabilities are included in Prepaid and other current assets and Other non-current liabilities, respectively, with the current portion of contract liabilities included in Accrued and other current liabilities, on our unaudited condensed consolidated balance sheets.
The following table includes estimated revenue associated with contractual commitments in place related to future performance obligations as of the end of the reporting period, which are expected to be recognized in revenue in the specified periods (in thousands):
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|
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|
|
|
|
|
|
|
|
Revenue from Contracts with Customers
|
|
Revenue from Leases
|
|
Total
|
|
Remainder of 2019
|
$
|
108,118
|
|
|
$
|
56,710
|
|
|
$
|
164,828
|
|
|
2020
|
298,021
|
|
|
224,215
|
|
|
522,236
|
|
|
2021
|
200,775
|
|
|
198,071
|
|
|
398,846
|
|
|
2022
|
109,390
|
|
|
142,593
|
|
|
251,983
|
|
|
2023
|
97,307
|
|
|
27,428
|
|
|
124,735
|
|
|
Thereafter
|
473,355
|
|
|
24,283
|
|
|
497,638
|
|
|
Total
|
$
|
1,286,966
|
|
|
$
|
673,300
|
|
|
$
|
1,960,266
|
|
Our contractually committed revenue disclosure, for purposes of the tabular presentation above, excludes estimates of variable rate escalation clauses in our contracts with customers and is generally limited to our contracts with fixed pricing and minimum volume components. Our contractually committed revenue disclosure generally excludes remaining performance obligations on contracts with index-based pricing or variable volume attributes.
Lessor
We account for certain customer contracts for tolling, storage, and pipeline transportation services as leases in which we are the lessor. Accordingly, such revenues are presented separately in the revenue disaggregation tables in Note 17 - Business Segments.
As of September 30, 2019, assets recorded under revenue operating leases were $238.6 million and accumulated depreciation associated with operating leases was $33.3 million. Depreciation expense was $1.0 million and $0.9 million for the three months ended September 30, 2019 and 2018, respectively, and $2.8 million and $2.7 million for the nine months ended September 30, 2019 and 2018, respectively. These assets primarily consist of our pipelines and terminals, docks and processing facilities.
We determined the contracts referenced above contain leases because their commercial provisions convey to the customers the right to effectively control the use of the underlying identified property and equipment assets through the right to obtain substantially all of the economic benefit from the use of the assets and the right to direct the use of these assets, despite our continued operatorship of the assets. Our lessor lease population is classified as revenue operating leases and does not currently have any material sales-type or financing leases. None of these customers are related parties. We have lease contracts with lease and non-lease components, which we account for separately.
Our lessor leases do not have variable minimum lease payments; however, the lease payments under these contracts are subject to additional revenues, correlated only to excess product volumes processed, stored, or transported. Certain of our leases include one or more customer options to renew the lease term beyond the initial term of the agreement. Some of our lease terms also include the option for our customers to extend or terminate the lease. Following the end of the lease term, control of the use of these assets reverts to us, and considering our continued ownership of the assets, as well as the assets’ remaining useful lives, we have the ability to seek further commercial opportunities to derive revenue from these assets.
As noted above, we operate these assets for customers’ benefit during the lease period and upon contract expiration, we retain ownership and control of the use of these assets. Accordingly, we have the ability to monitor the residual value of these assets. Generally, the lease period is only a small portion of the economic life of the asset under lease.
3. ACQUISITIONS, INVESTMENTS AND DISPOSITIONS
2019 Transactions
VTTI Divestiture
In January 2019, we completed the sale of our 50% equity interest in VTTI B.V. (“VTTI”) for approximately $975.0 million, excluding transaction costs of approximately $4.0 million incurred in 2019.
2018 Transactions
Domestic Asset Divestiture
On December 17, 2018, we sold certain domestic pipeline and terminal assets, which included (i) our jet fuel pipeline from Port Everglades, Florida to Ft. Lauderdale-Hollywood International Airport and Miami International Airport; (ii) our pipelines and terminal facilities serving Reno-Tahoe International Airport, San Diego International Airport, and the Federal Express Corporation terminal at the Memphis International Airport; and (iii) our refined petroleum product terminals in Sacramento, California and Stockton, California. The final payment of $10.0 million was received in June 2019.
South Texas Transactions
In April 2018, as part of our strategy to serve the volume growth in crude oil and related products from the Permian Basin, we expanded our marine terminal presence in Corpus Christi, Texas, through the following transactions: (i) acquired our business partner’s 20% interest in our Buckeye Texas consolidated subsidiary for $210 million, which was accounted for as an equity transaction, representing the acquisition of a non-controlling interest, and (ii) formed a joint venture with Phillips 66 Partners LP (“Phillips 66 Partners”) and Gray Oak Gateway Holdings (“Marathon”), a subsidiary of Marathon Petroleum Corporation, to develop a new deep-water, open-access marine terminal in Ingleside, Texas at the mouth of Corpus Christi Bay (“STG Terminal”).
STG Terminal is being constructed and will be operated by us. We continue to secure additional minimum volume throughput commitments and storage contracts from customers. The initial scope of this project has now increased from 3.4 million barrels of tank capacity to over 7.0 million barrels, and includes two deep-water vessel docks capable of berthing very large crude carrier tankers. Our construction plan also includes connectivity to multiple pipelines delivering volumes into the Corpus Christi market from the growing Permian Basin production and other sources.
STG Terminal is expected to commence and ramp up operations by mid-2020 and is supported by long-term minimum volume throughput commitments and storage contracts from credit-worthy customers, including our joint-venture partners. We own a 50% interest in STG Terminal, and Phillips 66 Partners and Marathon each own a 25% interest. To date, our net investment is $98.9 million, including $58.2 million of net contributions during the nine months ended September 30, 2019. We account for our interest in STG Terminal, which is included in our Global Marine Terminals segment, using the equity method of accounting.
4. COMMITMENTS AND CONTINGENCIES
Claims and Legal Proceedings
In the ordinary course of business, we are involved in various claims and legal proceedings, some of which are covered by insurance. We are generally unable to predict the timing or outcome of these claims and proceedings. Based upon our evaluation of existing claims and proceedings and the probability of losses resulting from such contingencies, we have accrued certain amounts relating to such claims and proceedings, none of which are considered material.
Unitholder Litigation
On June 13, 2019, a purported unitholder of Buckeye filed a complaint in a putative class action in the United States District Court for the Southern District of Texas, Houston Division, captioned Harry Curtis, individually and on behalf of all others similarly situated, v. Buckeye Partners, L.P., et al., Case No. 4:19-cv-2147 (the “Curtis Action”). On June 18, 2019, a purported unitholder of Buckeye filed a complaint in a putative class action in the United States District Court for the District of Delaware, captioned Michael Kent, individually and on behalf of all others similarly situated, v. Buckeye Partners, L.P., et al., Case No. 1:19-cv-01128 (the “Kent Action”). On June 19, 2019, a purported unitholder of Buckeye filed a complaint in the United States District Court for the Southern District of New York, captioned John Greer v. Buckeye Partners, L.P., et al., Case No. 1:19-cv-05741 (the “Greer Action”). On June 20, 2019, a purported unitholder of Buckeye filed a complaint in the United States District Court for the Southern District of New York, captioned Anthony Luers v. Buckeye Partners, L.P., et al., Case No. 1:19-cv-05767 (the “Luers Action”). On June 26, 2019, a purported unitholder of Buckeye filed a complaint in the United States District Court for the District of Delaware, captioned Michael Weston, individually and on behalf of all others similarly situated, v. Buckeye Partners, L.P., et al., Case No. 1:19-cv-01208 (the “Weston Action”). On June 26, 2019, a purported unitholder of Buckeye filed a complaint in the United States District Court for the Southern District of New York, captioned Heather McManus, individually and on behalf of all others similarly situated, v. Buckeye Partners, L.P., et al., Case No. 1:19-cv-06000 (the “McManus Action”). On June 28, 2019, a purported unitholder of Buckeye filed a complaint in the United States District Court for the Southern District of New York, captioned John Ingalls, individually and on behalf of all others similarly situated, v. Buckeye Partners, L.P., et al., Case No. 1:19-cv-06098 (the “Ingalls Action”). On June 28, 2019, a purported unitholder of Buckeye filed a complaint in the United States District Court for the District of Delaware, captioned Michael Riss, on behalf of himself and all others similarly situated, v. Buckeye Partners, L.P., et al., Case No. 1:19-cv-01241 (the “Riss Action” and, together with the Curtis Action, the Kent Action, the Greer Action, the Luers Action, the Weston Action, the McManus Action and the Ingalls Action, the “Federal Merger Litigation”). On June 28, 2019, Buckeye also received a joint demand letter from the plaintiffs of each of the Curtis Action, the Kent Action and the Greer Action reiterating the claims contained in each of those actions. On July 18, 2019, the Greer Action, the Luers Action, the McManus Action and the Ingalls Action were transferred to the United States District Court for Southern District of Texas, Houston Division. These cases are now docketed as Case No. 4:19-cv-02648, 4:19-cv-02647, 4:19-cv-02644 and 4:19-cv-02645, respectively.
The Curtis Action alleges, among other things, that in pursuing the Merger, the Board breached its express and implied contractual duties pursuant to Buckeye’s limited partnership agreement and its fiduciary duties to Buckeye’s unitholders in agreeing to enter into the Merger Agreement by means of an allegedly unfair process and for an allegedly unfair price. Each of the Federal Merger Litigation cases alleges that (i) either Buckeye’s preliminary proxy statement, filed with the SEC on June 7, 2019 (the “Preliminary Proxy Statement”) or Buckeye’s definitive proxy statement, filed with the SEC on June 25, 2019 (the “Proxy Statement”) omits material information with respect to the Merger, rendering it false and misleading and, as a result, that Buckeye and the members of the Board violated Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder, and (ii) the members of the Board, as alleged control persons of Buckeye, violated Section 20(a) of the Exchange Act in connection with the filing of the allegedly materially deficient Preliminary Proxy Statement or Proxy Statement.
Each of the Federal Merger Litigation cases sought some or all of the following relief: an order enjoining the Merger, an order enjoining the unitholder vote until disclosure of the allegedly omitted material information identified is provided, the disclosure of all material information concerning the Merger, an order directing the Board to disseminate a proxy statement that does not contain any untrue statements of material fact and that states all material facts required or necessary to make the statements contained therein not misleading, an order rescinding the consummation of the Merger or an award of rescissory damages (in the event the Merger is consummated), a declaration that the defendants violated Sections 14(a) and/or 20(a) of the Exchange Act, as well as Rule 14a-9 promulgated thereunder, an award of damages and an award of attorneys’ and experts’ fees and expenses.
Buckeye believes that each of the Federal Merger Litigation cases is without merit and no supplemental disclosure was required under applicable law. However, in order to avoid the risk of the Federal Merger Litigation delaying or adversely affecting the Merger and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, on July 22, 2019, Buckeye filed with the SEC a Current Report on Form 8-K and a Schedule 14A supplementing certain of the allegedly misleading proxy statement disclosures identified in the Federal Merger Litigation (the “Supplemental Proxy Statement”). Each plaintiff agreed that the disclosure contained in the Supplemental Proxy Statement mooted his or her disclosure claims. On August 27, 2019, the Greer Action was dismissed with prejudice as to the plaintiff. On September 5, 2019, the Kent Action was dismissed without prejudice. On September 11, 2019, the Riss Action was dismissed with prejudice as to the plaintiff. On September 30, 2019, the Ingalls Action was dismissed with prejudice as to the plaintiff. On October 3, 2019, the Curtis Action was dismissed without prejudice. On October 22, 2019, the McManus Action was dismissed with prejudice.
It is possible that additional, similar complaints may be filed or the complaints described above may be amended. If this occurs, Buckeye does not intend to announce the filing of each additional, similar complaint or any amended complaint.
On June 14, 2019, Buckeye also received a demand letter from Walter E. Ryan Jr. (“Mr. Ryan”), a purported unitholder of Buckeye, requesting access to certain books and records of Buckeye to investigate possible mismanagement and/or breaches of fiduciary duty by the Board in connection with the Merger (the “Ryan Demand Letter”). On June 21, 2019, Buckeye responded to the Ryan Demand Letter denying the requests and allegations contained therein. On July 2, 2019, Buckeye received a revised demand letter from Mr. Ryan, which reiterated the demands contained in the Ryan Demand Letter (the “Revised Ryan Demand Letter”). On July 10, 2019, Buckeye responded to the Revised Ryan Demand Letter again denying the requests and allegations contained therein.
On September 6, 2019, Mr. Ryan filed in the Ingalls Action (which, as noted above, was subsequently dismissed as to Mr. Ingalls) a motion for appointment of lead counsel and for leave to file an amended complaint (the “Ryan Proposed Amended Complaint”). The Ryan Proposed Amended Complaint alleges, among other things, that in pursuing the Merger, the Board breached its express and implied contractual duties pursuant to Buckeye’s limited partnership agreement and its fiduciary duties to Buckeye’s unitholders in agreeing to enter into the Merger Agreement by means of an allegedly unfair process and for an allegedly unfair price. The Ryan Proposed Amended Complaint further alleges that (i) Buckeye’s Supplemental Proxy Statement omits material information with respect to the Merger, rendering it false and misleading and, as a result, that Buckeye and the members of the Board violated Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder, and (ii) the members of the Board, as alleged control persons of Buckeye, violated Section 20(a) of the Exchange Act in connection with the filing of the allegedly materially deficient Supplemental Proxy Statement. The Ryan Proposed Amended Complaint seeks, among other things, an order enjoining the Merger, an order declaring the unitholder vote invalid, an order directing Buckeye to distribute to unitholders income earned in any stub period prior to the closing of the Merger, an order directing the Board to disseminate a proxy statement that does not contain any untrue statements of material fact and that states all material facts required or necessary to make the statements contained therein not misleading, a declaration that the defendants breached their fiduciary duties and violated Sections 14(a) and/or 20(a) of the Exchange Act, as well as Rule 14a-9 promulgated thereunder, an order rescinding the Merger or awarding rescissory damages (in the event the Merger is consummated), an award of damages and an award of attorneys’ and experts’ fees and expenses. Buckeye believes the Ryan Proposed Amended Complaint is without merit.
Environmental Contingencies
At September 30, 2019 and December 31, 2018, we had $34.5 million and $39.0 million, respectively, of environmental remediation liabilities. Costs ultimately incurred may be in excess of our estimates, which may have a material impact on our financial condition, results of operations or cash flows. At September 30, 2019 and December 31, 2018, we had $3.9 million and $4.2 million, respectively, of receivables related to these environmental remediation liabilities covered by insurance or third-party claims.
5. INVENTORIES
Our inventory amounts were as follows at the dates indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2019
|
|
December 31,
2018
|
|
Liquid petroleum products (1)
|
$
|
98,889
|
|
|
$
|
186,683
|
|
|
Materials and supplies
|
25,037
|
|
|
24,201
|
|
|
Total inventories
|
$
|
123,926
|
|
|
$
|
210,884
|
|
|
|
|
|
(1)
|
Ending inventory was 53.9 million and 114.7 million gallons of liquid petroleum products at September 30, 2019 and December 31, 2018, respectively.
|
At September 30, 2019 and December 31, 2018, approximately 94% of our liquid petroleum products inventory volumes were designated in a fair value hedge relationship. Because we generally designate inventory as a hedged item upon purchase, hedged inventory is valued at current market prices with the change in value of the inventory reflected in our unaudited condensed consolidated statements of operations.
6. OTHER NON-CURRENT LIABILITIES
Other non-current liabilities consist of the following at the dates indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2019
|
|
December 31,
2018
|
|
Long-term lease liabilities (see Note 9)
|
$
|
119,323
|
|
|
$
|
—
|
|
|
Accrued employee benefit liabilities
|
27,632
|
|
|
28,246
|
|
|
Accrued environmental remediation liabilities
|
23,541
|
|
|
27,358
|
|
|
Deferred consideration
|
29,216
|
|
|
20,232
|
|
|
Asset retirement obligations
|
4,337
|
|
|
4,349
|
|
|
Other
|
7,215
|
|
|
4,715
|
|
|
Total other non-current liabilities
|
$
|
211,264
|
|
|
$
|
84,900
|
|
7. PREPAID AND OTHER CURRENT ASSETS
Prepaid and other current assets consist of the following at the dates indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2019
|
|
December 31,
2018
|
|
Prepaid insurance
|
$
|
14,207
|
|
|
$
|
6,622
|
|
|
Margin deposits
|
8,280
|
|
|
8,684
|
|
|
Contract assets
|
20,391
|
|
|
16,989
|
|
|
Prepaid taxes
|
8,897
|
|
|
5,311
|
|
|
Assets held for sale
|
14,091
|
|
|
—
|
|
|
Other
|
14,474
|
|
|
21,288
|
|
|
Total prepaid and other current assets
|
$
|
80,340
|
|
|
$
|
58,894
|
|
8. EQUITY INVESTMENTS
The following table presents earnings (losses) from equity investments for the periods indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
Segment
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
VTTI B.V. (1)
|
Global Marine Terminals
|
|
$
|
—
|
|
|
$
|
4,375
|
|
|
$
|
—
|
|
|
$
|
13,647
|
|
|
Non-cash loss on write-down of investment in VTTI B.V. (2)
|
Global Marine Terminals
|
|
—
|
|
|
(300,280
|
)
|
|
—
|
|
|
(300,280
|
)
|
|
West Shore Pipe Line Company
|
Domestic Pipelines & Terminals
|
|
3,457
|
|
|
2,750
|
|
|
8,542
|
|
|
7,542
|
|
|
Muskegon Pipeline LLC
|
Domestic Pipelines & Terminals
|
|
766
|
|
|
353
|
|
|
1,227
|
|
|
1,109
|
|
|
Transport4, LLC
|
Domestic Pipelines & Terminals
|
|
315
|
|
|
164
|
|
|
804
|
|
|
614
|
|
|
South Portland Terminal LLC
|
Domestic Pipelines & Terminals
|
|
454
|
|
|
502
|
|
|
1,218
|
|
|
1,162
|
|
|
South Texas Gateway Terminal LLC (3)
|
Global Marine Terminals
|
|
(281
|
)
|
|
(251
|
)
|
|
(864
|
)
|
|
(427
|
)
|
|
Total earnings (loss) from equity investments
|
|
|
$
|
4,711
|
|
|
$
|
(292,387
|
)
|
|
$
|
10,927
|
|
|
$
|
(276,633
|
)
|
|
|
|
|
(1)
|
In January 2019, we completed the sale of our 50% equity interest in VTTI. See Note 3 - Acquisitions, Investments and Dispositions for further discussion.
|
|
|
|
|
(2)
|
In September 2018, we recorded our equity investment in VTTI at its estimated fair value, resulting in a non-cash loss.
|
|
|
|
|
(3)
|
In April 2018, we formed the STG Terminal joint venture. See Note 3 - Acquisitions, Investments and Disposition for further discussion.
|
Summarized combined income statement data for our equity method investments is as follows for the periods indicated (amounts represent 100% of investee income statement data in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
INCOME STATEMENT DATA:
|
|
|
|
|
|
|
|
|
Revenue
|
$
|
28,549
|
|
|
$
|
145,137
|
|
|
$
|
76,305
|
|
|
$
|
435,827
|
|
|
Operating income
|
16,177
|
|
|
42,637
|
|
|
42,650
|
|
|
132,446
|
|
|
Net income
|
12,374
|
|
|
24,262
|
|
|
32,817
|
|
|
75,394
|
|
|
Net income attributable to investee
|
12,374
|
|
|
22,748
|
|
|
32,817
|
|
|
70,877
|
|
9. LEASES
Lessee
We have entered into certain agreements to use property, plant and equipment, including office space, equipment and land, which qualify as leases. ROU lease assets and liabilities associated with leases with an initial term of twelve months or less are not recorded on the balance sheet. Operating leases are included in Other non-current assets and Other non-current liabilities on our unaudited condensed consolidated balance sheet as of September 30, 2019, with the current portion of such liabilities being included in Accrued and other current liabilities. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the expected term of the lease at the commencement date including, as applicable, renewal periods when we have the option to extend and it is reasonably certain we will do so. As most of our leases do not provide an explicit interest rate, we use an applicable implicit incremental borrowing rate, based on the information available at the commencement date, in determining the present value of future payments. We give consideration to our borrowing rates based on our credit rating as well as secured and unsecured debt instruments with similar characteristics when calculating our incremental borrowing rates. We do not currently have any material financing leases. The operating lease ROU asset also includes lease payments made as of the commencement date and excludes lease incentives and initial direct costs. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. At this time, our lease population does not have either variable lease payments or residual value guarantees that would materially impact the ROU asset and liability valuation. Additionally, we do not have any sublease arrangements or lease transactions with related parties.
We have lessee agreements with lease and non-lease components, which are generally accounted for separately. For certain leases, we account for the lease and non-lease components as a single lease component based on the election of the practical expedient to not separate lease components from non-lease components related to the following classes of assets: (i) buildings and leasehold improvements; (ii) jetties, subsea pipeline and docks; (iii) pipelines and terminals; and (iv) vehicle, equipment and office furnishings. ASC 842 permits the lessee to account for its leases at a portfolio level provided that the resulting accounting would not differ materially from accounting at the individual lease level. We have applied the portfolio approach to certain equipment-type and vehicle leases in accounting for the operating lease ROU assets and liabilities. We also elected the package of practical expedients available upon adoption, including: (i) not to reassess whether any expired or existing contracts contain leases and lease classification for such leases, as well as initial direct costs for any existing leases; (ii) not to apply the provisions of ASU 2016-02 to land easements that existed or expired before adoption and that were not previously accounted for as leases under the previous lease standard in ASC Topic 840, Leases; (iii) to use hindsight in determining the lease term and in assessing impairment of our ROU lease assets; and (iv) not to apply provisions of ASU 2016-02 to short-term leases.
The operating lease costs for the three months ended September 30, 2019 and 2018 were $7.8 million and $7.9 million, respectively, including $1.0 million and $1.7 million of short-term operating lease costs for the respective periods. The operating lease costs for the nine months ended September 30, 2019 and 2018 were $24.2 million and $24.1 million, respectively, including $4.5 million and $6.9 million of short-term operating lease costs for the respective periods.
Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate):
|
|
|
|
|
|
|
|
|
Lease Activity
|
Balance Sheet Location
|
September 30,
2019
|
|
Operating lease right-of-use assets
|
Other non-current assets
|
$
|
143,608
|
|
|
|
|
|
|
Current portion of operating lease liabilities
|
Accrued and other current liabilities
|
30,364
|
|
|
Operating lease liabilities
|
Other non-current liabilities
|
119,323
|
|
|
Total operating lease liabilities
|
|
$
|
149,687
|
|
|
|
|
|
|
Weighted average remaining lease term
|
|
16.2 years
|
|
|
|
|
|
|
Weighted average discount rate
|
|
5.36
|
%
|
The following table presents minimum lease payment obligations under noncancelable leases for our operating leases with terms in excess of one year as of September 30, 2019 (in thousands):
|
|
|
|
|
|
|
|
|
Total
|
|
Remainder of 2019
|
$
|
12,520
|
|
|
2020
|
23,764
|
|
|
2021
|
20,049
|
|
|
2022
|
19,264
|
|
|
2023
|
19,231
|
|
|
Thereafter
|
140,836
|
|
|
Total
|
235,664
|
|
|
Less: Effect of discounting to net present value
|
(85,977
|
)
|
|
Total operating lease liabilities
|
$
|
149,687
|
|
Disclosures Related to Periods Prior to Adoption of ASC 842
The following table presents minimum lease payment obligations under our operating leases with terms in excess of one year for the years ending December 31st (in thousands):
|
|
|
|
|
|
|
|
|
Total
|
|
2019
|
$
|
29,050
|
|
|
2020
|
26,255
|
|
|
2021
|
22,215
|
|
|
2022
|
21,378
|
|
|
2023
|
21,126
|
|
|
Thereafter
|
138,466
|
|
|
Total
|
$
|
258,490
|
|
See Note 18 - Supplemental Cash Flow for discussion related to supplemental cash flow information related to leases.
10. OTHER NON-CURRENT ASSETS
Other non-current assets consist of the following at the dates indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2019
|
|
December 31,
2018
|
|
Right of use lease assets (see Note 9)
|
$
|
143,608
|
|
|
$
|
—
|
|
|
Debt issuance costs
|
1,612
|
|
|
2,216
|
|
|
Insurance receivables related to environmental remediation reserves
|
1,499
|
|
|
2,057
|
|
|
Derivative assets
|
138
|
|
|
1,003
|
|
|
Other
|
21,966
|
|
|
35,862
|
|
|
Total other non-current assets
|
$
|
168,823
|
|
|
$
|
41,138
|
|
11. LONG-TERM DEBT
New Senior Secured Credit Facilities
Concurrent with the Merger, we obtained new senior secured credit facilities in an aggregate principal amount of up to $2.85 billion, consisting of (a) a $600 million senior secured revolving facility and (b) a $2.25 billion senior secured term loan, which are collectively referred to as the “New Senior Secured Credit Facilities”.
Our obligations under our New Senior Secured Credit Facilities are secured by certain of our assets and are guaranteed by certain of our subsidiaries. They contain certain affirmative covenants and negative covenants customary for senior secured financings. The New Revolving Facility is also subject to a financial covenant on a maximum first lien net leverage ratio, which will be tested only at the end of any fiscal quarter when the aggregate outstanding loan amount and letters of credit under the New Revolving Facility (taking into account certain deductions and adjustments) exceeds a certain pre-agreed percentage of the outstanding commitments under the New Revolving Facility at that time.
New Revolving Facility
The New Revolving Facility expires on November 1, 2024 and bears interest at either (i) a London Interbank Offered Rate determined by reference to the relevant interest period, adjusted for statutory reserve requirements (“LIBOR”), plus an applicable margin initially at 1.25% per annum and that will subsequently range from 1.00% per annum to 2.00% per annum based on a pricing grid by reference to the first lien net leverage ratio of Buckeye; or (ii) a base rate determined in accordance with the credit agreement establishing the New Senior Secured Credit Facilities (the “base rate”) plus an applicable margin initially at 0.25% per annum and that will subsequently range from 0% per annum to 1.00% per annum based on a pricing grid as determined by reference to the applicable first lien net leverage ratio of Buckeye. The unused portion of the New Revolving Facility, less letters of credit issued under the New Revolving Facility, is subject to a quarterly commitment fee at a percentage of such unused portion, ranging from 0.15% per annum to 0.40% per annum (determined daily in accordance with a pricing grid by reference to the first lien net leverage ratio of Buckeye). Quarterly letter of credit fees will accrue and be payable to each lender at a percentage of such lender’s exposure to the letters of credit issued under the New Revolving Facility, ranging from 1.00% per annum to 2.00% per annum (determined daily in accordance with a pricing grid by reference to the first lien net leverage ratio of Buckeye).
New Term Facility
Our New Term Facility matures at November 1, 2026. The interest rate options for the New Term Facility are (i) LIBOR plus an applicable margin of 2.75% per annum or (ii) the base rate plus an applicable margin of 1.75% per annum. The New Term Facility will, commencing with the second full fiscal quarter ending after the consummation of the Merger, amortize in aggregate annual amounts equal to 1.00% of its original principal amount, payable in equal quarterly installments, with the balance becoming due on the maturity date of the New Term Facility.
In conjunction with the Merger, we entered into a series of interest rate swap derivative contracts with a total aggregate notional amount of approximately $1.69 billion to hedge the cash flow associated with the New Term Facility variable rate debt.
Prior $1.5 billion Credit Facility
At the closing of the Merger, Buckeye terminated and paid in full the Prior $1.5 billion Credit Facility. At September 30, 2019, we had a $159.0 million outstanding balance under the Prior $1.5 billion Credit Facility, $79.0 million of which was classified as current. The weighted average interest rate for borrowings under the Prior $1.5 billion Credit Facility was 3.8% during the nine months ended September 30, 2019.
Extinguishment of Debt
In January 2018, we repaid in full the $300.0 million principal amount outstanding under our 6.050% notes.
In January 2019, we repaid in full the $250.0 million variable-rate Term Loan due September 30, 2019 (the “Prior $250 million Term Loan”), using proceeds from the VTTI sale transaction.
In February 2019, we repaid in full the $275.0 million principal amount outstanding under our 5.500% notes, using proceeds from the VTTI sale transaction as well as borrowings under our Prior $1.5 billion Credit Facility.
As a result of the 2019 debt retirements, we incurred a $4.0 million loss on early extinguishment of debt, consisting of a $3.6 million make-whole payment related to the 5.500% notes and unamortized financing costs of $0.4 million included in Other expense, net, on our unaudited condensed consolidated statements of operations.
Other Notes Offerings
In January 2018, we issued $400.0 million of junior subordinated notes (“Junior Notes”) maturing on January 22, 2078, which are redeemable at Buckeye’s option, in whole or in part, on or after January 22, 2023. The Junior Notes bear interest at a fixed rate of 6.375% per year up to, but not including, January 22, 2023. From January 22, 2023, the Junior Notes will bear interest at a floating rate based on the Three-Month LIBOR plus 4.02%, reset quarterly. Total proceeds from this offering, after underwriting fees, expenses, and debt issuance costs, were $394.9 million. We used the net proceeds from this offering to reduce indebtedness outstanding under our Prior $1.5 billion Credit Facility and for general partnership purposes.
12. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
We are exposed to financial market risks, including changes in interest rates and commodity prices, in the course of our normal business operations. We use derivative instruments to manage such risks.
Interest Rate Derivatives
From time to time, we utilize forward-starting interest rate swaps to hedge the variability of the forecasted interest payments on anticipated or existing debt issuances that may result from changes in the benchmark interest rate until the expected debt is issued or during the period the debt is outstanding. When entering into interest rate swap transactions, we become exposed to both credit risk and market risk. We are subject to credit risk when the change in fair value of the swap instrument is positive and the counterparty may fail to perform under the terms of the contract. We are subject to market risk with respect to changes in the underlying benchmark interest rate that impacts the fair value of the swaps. We manage our credit risk by entering into swap transactions only with major financial institutions with investment-grade credit ratings. We manage our market risk by aligning the swap instrument with the existing underlying debt obligation or a specified expected debt issuance, generally associated with the maturity of an existing debt obligation. We designate the swap agreements as cash flow hedges at inception and expect the changes in values to be highly correlated with the changes in value of the anticipated interest payments associated with the hedged borrowings.
Refer to Note 11 - Long-Term Debt, for information regarding interest rate swap arrangements entered into in conjunction with the New Term Facility.
Commodity Derivatives
Our Merchant Services segment primarily uses exchange-traded refined petroleum product futures contracts to manage the risk of market price volatility on its refined petroleum product inventories and its physical derivative contracts, which we designated as fair value hedges, with changes in fair value of both the futures contracts and physical inventory reflected in earnings. Our Merchant Services segment also uses exchange-traded refined petroleum contracts to hedge expected future transactions related to certain gasoline inventory, which are designated as cash flow hedges, with the effective portion of the hedge reported in other comprehensive income (“OCI”) and reclassified into earnings when the expected future transaction affects earnings. Any gains or losses incurred on the derivative instruments that are not effective in offsetting changes in fair value or cash flows of the hedged item are recognized immediately in earnings.
Additionally, our Merchant Services segment enters into exchange-traded refined petroleum product futures contracts on behalf of our Domestic Pipelines & Terminals segment to manage the risk of market price volatility on the gasoline-to-butane pricing spreads associated with our butane blending activities. These futures contracts are not designated in a hedge relationship for accounting purposes. Physical forward contracts and futures contracts that have not been designated in a hedge relationship are marked-to-market through earnings.
The following table summarizes the notional volumes of the net long (short) positions of our commodity derivative instruments outstanding at September 30, 2019 (amounts in thousands of gallons):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume
|
|
|
|
Derivative Purpose
|
|
Current
|
|
Long-Term
|
|
|
|
Derivatives NOT designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
Physical fixed-price derivative contracts
|
|
(14,544
|
)
|
|
(879
|
)
|
|
|
|
Physical index derivative contracts
|
|
(677
|
)
|
|
—
|
|
|
|
|
Futures contracts for refined petroleum products
|
|
(26,622
|
)
|
|
1,638
|
|
|
|
|
|
|
|
|
|
|
Hedge Type
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
Cash flow hedge futures contracts
|
|
29,652
|
|
|
—
|
|
|
Cash Flow Hedge
|
|
Physical fixed price derivative contracts
|
|
(2,946
|
)
|
|
—
|
|
|
Cash Flow Hedge
|
|
Futures contracts for refined petroleum products
|
|
(50,568
|
)
|
|
—
|
|
|
Fair Value Hedge
|
Our futures contracts designated as fair value hedges relate to our inventory portfolio and extend to the second quarter of 2020. Our futures contracts related to forecasted purchases and sales of refined petroleum products, not designated in a hedging relationship, extend to the second quarter of 2020.
In accordance with the Chicago Mercantile Exchange rulebook, variation margin transfers are considered settlement payments, thereby reducing the corresponding derivative asset and liability balances for our exchange-settled derivative contracts. These settlement payments result in realized gains and losses on derivatives.
The following table sets forth the fair value of each classification of derivative instruments and the derivative instruments’ location on our unaudited condensed consolidated balance sheets at the dates indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
|
Derivative
Carrying Value
|
|
Netting Balance Sheet Adjustment (1)
|
|
Net Total
|
|
Physical fixed-price derivative contracts
|
$
|
5,778
|
|
|
$
|
(230
|
)
|
|
$
|
5,548
|
|
|
Physical index derivative contracts
|
139
|
|
|
(36
|
)
|
|
103
|
|
|
Total current derivative assets
|
5,917
|
|
|
(266
|
)
|
|
5,651
|
|
|
Physical fixed-price derivative contracts
|
138
|
|
|
—
|
|
|
138
|
|
|
Total non-current derivative assets
|
138
|
|
|
—
|
|
|
138
|
|
|
Physical fixed-price derivative contracts
|
(1,166
|
)
|
|
230
|
|
|
(936
|
)
|
|
Physical index derivative contracts
|
(145
|
)
|
|
36
|
|
|
(109
|
)
|
|
Total current derivative liabilities
|
(1,311
|
)
|
|
266
|
|
|
(1,045
|
)
|
|
Net derivative assets
|
$
|
4,744
|
|
|
$
|
—
|
|
|
$
|
4,744
|
|
(1) Amounts represent the netting of physical fixed price and index contracts’ assets and liabilities when a legal right of offset exists.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
Derivative
Carrying Value (1)
|
|
Netting Balance Sheet Adjustment (2)
|
|
Net Total
|
|
Physical fixed-price derivative contracts
|
$
|
17,934
|
|
|
$
|
(84
|
)
|
|
$
|
17,850
|
|
|
Physical index derivative contracts
|
286
|
|
|
(117
|
)
|
|
169
|
|
|
Total current derivative assets
|
18,220
|
|
|
(201
|
)
|
|
18,019
|
|
|
Physical fixed-price derivative contracts
|
1,003
|
|
|
—
|
|
|
1,003
|
|
|
Total non-current derivative assets
|
1,003
|
|
|
—
|
|
|
1,003
|
|
|
Physical fixed-price derivative contracts
|
(1,386
|
)
|
|
84
|
|
|
(1,302
|
)
|
|
Physical index derivative contracts
|
(135
|
)
|
|
117
|
|
|
(18
|
)
|
|
Total current derivative liabilities
|
(1,521
|
)
|
|
201
|
|
|
(1,320
|
)
|
|
Physical fixed-price derivative contracts
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
Total non-current derivative liabilities
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
Net derivative assets
|
$
|
17,699
|
|
|
$
|
—
|
|
|
$
|
17,699
|
|
|
|
|
|
(1)
|
Other than our exchange-settled derivative contracts, as of December 31, 2018, none of our derivative instruments were designated as hedging instruments.
|
|
|
|
|
(2)
|
Amounts represent the netting of physical fixed price and index contracts’ assets and liabilities when a legal right of offset exists.
|
At September 30, 2019, open refined petroleum product derivative contracts (represented by the physical fixed-price contracts and physical index contracts noted above) varied in duration in the overall portfolio, but did not extend beyond March 2021. In addition, at September 30, 2019, we had refined petroleum product inventories that we intend to use to satisfy a portion of the physical derivative contracts.
The gains and losses on our derivative instruments recognized in income were as follows for the periods indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
Location
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Derivatives NOT designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Physical fixed price derivative contracts
|
Product sales
|
|
$
|
2,927
|
|
|
$
|
(3,887
|
)
|
|
$
|
(4,948
|
)
|
|
$
|
(4,192
|
)
|
|
Physical index derivative contracts
|
Product sales
|
|
63
|
|
|
123
|
|
|
171
|
|
|
283
|
|
|
Physical fixed price derivative contracts
|
Cost of product sales
|
|
(4,253
|
)
|
|
697
|
|
|
(5,884
|
)
|
|
644
|
|
|
Physical index derivative contracts
|
Cost of product sales
|
|
(127
|
)
|
|
53
|
|
|
(343
|
)
|
|
479
|
|
|
Futures contracts for refined products
|
Cost of product sales
|
|
2,403
|
|
|
2,493
|
|
|
4,251
|
|
|
(2,070
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
Location
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Derivatives designated as fair value hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures contracts for refined products
|
Cost of product sales
|
|
$
|
1,886
|
|
|
$
|
(8,049
|
)
|
|
$
|
(25,738
|
)
|
|
$
|
(12,355
|
)
|
|
Physical inventory - hedged items
|
Cost of product sales
|
|
(1,041
|
)
|
|
7,214
|
|
|
27,524
|
|
|
10,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
Location
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Ineffectiveness excluding the time value component on fair value hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value hedge ineffectiveness (excluding time value)
|
Cost of product sales
|
|
$
|
2,464
|
|
|
$
|
1,196
|
|
|
$
|
(245
|
)
|
|
$
|
1,000
|
|
|
Time value excluded from hedge assessment
|
Cost of product sales
|
|
(1,619
|
)
|
|
(2,031
|
)
|
|
2,031
|
|
|
(2,601
|
)
|
|
Net (loss) gain for ineffectiveness in income
|
|
|
$
|
845
|
|
|
$
|
(835
|
)
|
|
$
|
1,786
|
|
|
$
|
(1,601
|
)
|
The change in value recognized in OCI and the losses reclassified from accumulated other comprehensive income (“AOCI”) to income, attributable to our derivative instruments designated as cash flow hedges, were as follows for the periods indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) Recognized in OCI on Derivatives for the
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Derivatives designated as cash flow hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate contracts
|
$
|
—
|
|
|
$
|
7,322
|
|
|
$
|
—
|
|
|
$
|
27,739
|
|
|
Commodity derivatives
|
2,033
|
|
|
(193
|
)
|
|
1,311
|
|
|
2,464
|
|
|
Total
|
$
|
2,033
|
|
|
$
|
7,129
|
|
|
$
|
1,311
|
|
|
$
|
30,203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss Reclassified from AOCI to Income (Effective Portion) for the
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
Location
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Derivatives designated as cash flow hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivative contracts
|
Interest and debt expense
|
|
$
|
(2,296
|
)
|
|
$
|
(2,296
|
)
|
|
$
|
(6,888
|
)
|
|
$
|
(6,928
|
)
|
|
Total
|
|
|
$
|
(2,296
|
)
|
|
$
|
(2,296
|
)
|
|
$
|
(6,888
|
)
|
|
$
|
(6,928
|
)
|
13. FAIR VALUE MEASUREMENTS
We categorize our financial assets and liabilities using the three-tier fair value hierarchy as follows:
Recurring
The following table sets forth financial assets and liabilities measured at fair value on a recurring basis, as of the measurement dates indicated, and the basis for that measurement, by level within the fair value hierarchy (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
|
Level 1
|
|
Level 2
|
|
Level 1
|
|
Level 2
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Physical fixed-price derivative contracts
|
$
|
—
|
|
|
$
|
5,916
|
|
|
$
|
—
|
|
|
$
|
18,937
|
|
|
Physical index derivative contracts
|
—
|
|
|
139
|
|
|
—
|
|
|
286
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Physical fixed-price derivative contracts
|
—
|
|
|
(1,166
|
)
|
|
—
|
|
|
(1,389
|
)
|
|
Physical index derivative contracts
|
—
|
|
|
(145
|
)
|
|
—
|
|
|
(135
|
)
|
|
Fair value
|
$
|
—
|
|
|
$
|
4,744
|
|
|
$
|
—
|
|
|
$
|
17,699
|
|
The values of the Level 1 derivative assets and liabilities were based on quoted market prices obtained from the New York Mercantile Exchange. The values for exchange-settled commodity derivatives are settled daily via variation margin payments and as a result are with no net fair value at the balance sheet date for financial reporting purposes; however, the derivatives remain outstanding and subject to future commodity price fluctuations until they are settled in accordance with their contractual terms.
The values of the Level 2 commodity derivative contracts were calculated using market approaches based on observable market data inputs, including published commodity pricing data, which is verified against other available market data, and market interest rate and volatility data. Level 2 physical fixed-price derivative assets are net of credit value adjustments (“CVAs”) determined using an expected cash flow model, which incorporates assumptions about the credit risk of the derivative contracts based on the historical and expected payment history of each customer, the amount of product contracted for under the agreement and the customer’s historical and expected purchase performance under each contract. The CVAs were nominal as of September 30, 2019 and December 31, 2018. As of September 30, 2019 and December 31, 2018, the Merchant Services segment did not hold any net liability derivative positions containing credit contingent features.
Financial instruments included in current assets and current liabilities are reported in the unaudited condensed consolidated balance sheets at amounts which approximate fair value due to the relatively short period to maturity of these financial instruments. The fair values of our fixed-rate debt were estimated by observing market trading prices and by comparing the historic market prices of our publicly issued debt with the market prices of the publicly issued debt of MLPs with similar credit ratings and terms. The fair value of our variable-rate debt approximates the carrying amount since the associated interest rates are market-based. The carrying value and fair value of our debt, using Level 2 input values, were as follows at the dates indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
|
Fixed-rate debt
|
$
|
3,274,174
|
|
|
$
|
3,053,616
|
|
|
$
|
3,546,396
|
|
|
$
|
3,364,549
|
|
|
Variable-rate debt
|
555,670
|
|
|
559,045
|
|
|
1,168,046
|
|
|
1,172,328
|
|
|
Total debt
|
$
|
3,829,844
|
|
|
$
|
3,612,661
|
|
|
$
|
4,714,442
|
|
|
$
|
4,536,877
|
|
In addition, our pension plan assets are measured at fair value on a recurring basis, based on Level 1 and Level 3 inputs.
We recognize transfers between levels within the fair value hierarchy as of the beginning of the reporting period. We did not have any transfers between Level 1 and Level 2 during the nine months ended September 30, 2019 and 2018.
Non-Recurring
Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. During the three months ended September 30, 2018, we recorded a $300.3 million non-cash loss related to the sale of our equity investment in VTTI based on Level 2 inputs and a $537.0 million non-cash goodwill impairment charge related to our Global Marine Terminals’ Caribbean and New York Harbor operations reporting unit based on Level 3 inputs. For the three and nine months ended September 30, 2019, there was no significant fair value adjustments related to such assets or liabilities reflected in our unaudited condensed consolidated financial statements.
14. UNIT-BASED COMPENSATION PLANS
Prior to the Merger, we awarded unit-based compensation to employees and directors primarily under the 2013 Long Term Incentive Plan of Buckeye Partners, L.P. (the “LTIP”), as subsequently amended and restated in June 2017. The LTIP was terminated in conjunction with the Merger and all unvested outstanding awards vested upon the Merger at the same value as the outstanding LP Units.
We recognized compensation expense related to awards under the LTIP of $5.9 million and $4.9 million for the three months ended September 30, 2019 and 2018, respectively. For the nine months ended September 30, 2019 and 2018, we recognized compensation expense of $21.6 million and $21.7 million, respectively.
Deferral Plan under the LTIP
Prior to the closing of the Merger, we also maintained the Buckeye Partners, L.P. Unit Deferral and Incentive Plan, as amended and restated effective December 13, 2016 (the “Deferral Plan”), pursuant to which we issued phantom and matching units under the LTIP to certain employees in lieu of cash compensation at the election of the employee. During the nine months ended September 30, 2019, 158,970 phantom units (including matching units) were granted under this plan. These grants are included as granted in the LTIP activity table below. The Deferral Plan was terminated in conjunction with the Merger.
Awards under the LTIP
During the nine months ended September 30, 2019, the Compensation Committee of the Board granted 529,859 phantom units to employees (including the 158,970 phantom units granted pursuant to the Deferral Plan, as discussed above), 32,247 phantom units to independent directors of Buckeye GP and 345,943 performance units to employees.
The following table sets forth the LTIP activity for the periods indicated (in thousands, except per unit amounts):
|
|
|
|
|
|
|
|
|
|
|
|
Number of
LP Units
|
|
Weighted
Average
Grant Date
Fair Value
per LP Unit (1)
|
|
Unvested at January 1, 2019
|
1,645
|
|
|
$
|
55.52
|
|
|
Granted (2)
|
908
|
|
|
30.98
|
|
|
Vested
|
(244
|
)
|
|
52.24
|
|
|
Forfeited
|
(265
|
)
|
|
50.24
|
|
|
Unvested at September 30, 2019
|
2,044
|
|
|
$
|
45.70
|
|
|
|
|
|
(1)
|
Determined by dividing the aggregate grant date fair value of awards by the number of awards issued. The weighted-average grant date fair value per LP Unit for forfeited and vested awards is determined before an allowance for forfeitures.
|
|
|
|
|
(2)
|
Includes both phantom and performance awards. Performance awards are granted at a target amount but, depending on our performance during the vesting period with respect to certain pre-established goals, the number of LP Units issued upon vesting of such performance awards can be greater or less than the target amount.
|
15. PARTNERS’ CAPITAL AND DISTRIBUTIONS
Upon closing of the Merger, all of our LP Units are held by Hercules.
Equity Offering
In March 2018, we issued approximately 6.2 million Class C Units in a private placement for aggregate gross proceeds of $265.0 million. The net proceeds were $262.0 million, after deducting issuance costs of approximately $3.0 million. We used the net proceeds from this offering to reduce the indebtedness outstanding under our Prior $1.5 billion Credit Facility, to partially fund growth capital expenditures and for general partnership purposes.
Class C Units represented a separate class of our limited partnership interests. The Class C Units were substantially similar in all respects to our existing LP Units, except that Buckeye had the option to pay distributions on the Class C Units in cash or by issuing additional Class C Units. In November 2018, all 6,714,963 Class C Units converted into LP Units on a one-for-one basis.
Summary of Changes in Outstanding Units
The following is a summary of changes in Buckeye’s outstanding units for the period indicated (in thousands):
|
|
|
|
|
|
|
|
LP Units
|
|
Units outstanding at January 1, 2019
|
153,755
|
|
|
LP units issued pursuant to the LTIP (1)
|
168
|
|
|
Units outstanding at September 30, 2019
|
153,923
|
|
(1) The number of LP Units issued represents issuance net of tax withholding.
Distributions
Cash distributions were paid for LP Units and for distribution equivalent rights with respect to certain unit-based compensation awards outstanding as of each respective period. Actual cash distributions on our LP Units totaled $348.8 million ($2.25 per LP Unit) and $560.2 million ($3.7875 per LP Unit) during the nine months ended September 30, 2019 and 2018, respectively.
16. EARNINGS PER UNIT
Upon closing of the Merger, all of our LP Units are held by Hercules, and we will not be presenting earnings per unit information for periods after the effective date of the Merger.
The following tables set forth the calculation of basic and diluted earnings per unit, attributable to Buckeye’s unitholders, taking into consideration net income allocable to participating securities, as well as the reconciliation of basic weighted average units outstanding to diluted weighted average units outstanding (in thousands, except per unit amounts).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to unitholders
|
$
|
112,350
|
|
|
$
|
(745,835
|
)
|
|
$
|
281,394
|
|
|
$
|
(541,558
|
)
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
Weighted average units outstanding - basic
|
153,922
|
|
|
153,512
|
|
|
153,896
|
|
|
151,908
|
|
|
Earnings (loss) per unit - basic
|
$
|
0.73
|
|
|
$
|
(4.86
|
)
|
|
$
|
1.83
|
|
|
$
|
(3.57
|
)
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average units outstanding - basic
|
153,922
|
|
|
153,512
|
|
|
153,896
|
|
|
151,908
|
|
|
Effect of dilutive securities
|
819
|
|
|
—
|
|
|
775
|
|
|
—
|
|
|
Weighted average units outstanding - diluted
|
154,741
|
|
|
153,512
|
|
|
154,671
|
|
|
151,908
|
|
|
Earnings (loss) per unit - diluted
|
$
|
0.73
|
|
|
$
|
(4.86
|
)
|
|
$
|
1.82
|
|
|
$
|
(3.57
|
)
|
17. BUSINESS SEGMENTS
We operate and report in three business segments: (i) Domestic Pipelines & Terminals; (ii) Global Marine Terminals; and (iii) Merchant Services. All inter-segment transactions have been eliminated in consolidation.
Domestic Pipelines & Terminals
The Domestic Pipelines & Terminals segment receives liquid petroleum products from refineries, connecting pipelines, vessels, trains, and bulk and marine terminals, transports those products to other locations for a fee, and provides bulk liquid storage and terminal throughput services. The segment also has butane blending capabilities and provides crude oil services, including train loading/unloading, storage and throughput. This segment owns and operates pipeline systems and liquid petroleum products terminals in the continental United States, including three terminals owned by the Merchant Services segment but operated by the Domestic Pipelines & Terminals segment, and two underground propane storage caverns. Additionally, this segment provides turn-key operations and maintenance of third-party pipelines and performs pipeline construction management services typically for cost plus a fixed or variable fee.
Global Marine Terminals
The Global Marine Terminals segment provides marine accessible bulk storage and blending services, rail and truck rack loading/unloading along with petroleum processing services across our network of marine terminals located primarily in the East Coast and Gulf Coast regions of the United States, as well as in the Caribbean. Our operating locations facilitate global flows of crude and refined petroleum products, offer connectivity between supply areas and market centers, and provide premier storage, marine terminalling, blending, and processing services to a diverse customer base.
Merchant Services
The Merchant Services segment is a wholesale distributor of refined petroleum products in the continental United States and in the Caribbean. The segment’s products include gasoline, natural gas liquids, ethanol, biodiesel and petroleum distillates such as heating oil, diesel fuel, kerosene and fuel oil. The segment owns three terminals, which are operated by the Domestic Pipelines & Terminals segment. The segment’s customers consist principally of product wholesalers, as well as major commercial users of these refined petroleum products.
Financial Information by Segment
For the three and nine months ended September 30, 2019 and 2018, no customer contributed 10% or more of consolidated revenue.
The following tables provide information about our revenue types by reportable segment for the periods indicated (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
2019
|
|
|
Domestic Pipelines & Terminals
|
|
Global Marine Terminals
|
|
Merchant Services
|
|
Intersegment Eliminations
|
|
Total
|
|
Revenue from contracts with customers
|
|
|
|
|
|
|
|
|
|
|
Pipeline transportation
|
$
|
137,065
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,880
|
)
|
|
$
|
134,185
|
|
|
Terminalling and storage services
|
108,244
|
|
|
85,778
|
|
|
—
|
|
|
(7,876
|
)
|
|
186,146
|
|
|
Product sales
|
—
|
|
|
2,631
|
|
|
328,222
|
|
|
(2,930
|
)
|
|
327,923
|
|
|
Other services
|
9,106
|
|
|
436
|
|
|
965
|
|
|
(14
|
)
|
|
10,493
|
|
|
Total revenue from contracts with customers
|
254,415
|
|
|
88,845
|
|
|
329,187
|
|
|
(13,700
|
)
|
|
658,747
|
|
|
Revenue from leases
|
12,543
|
|
|
48,870
|
|
|
—
|
|
|
(148
|
)
|
|
61,265
|
|
|
Commodity derivative contracts, net
|
698
|
|
|
—
|
|
|
90,705
|
|
|
—
|
|
|
91,403
|
|
|
Total revenue
|
$
|
267,656
|
|
|
$
|
137,715
|
|
|
$
|
419,892
|
|
|
$
|
(13,848
|
)
|
|
$
|
811,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
2018
|
|
|
Domestic Pipelines & Terminals
|
|
Global Marine Terminals
|
|
Merchant Services
|
|
Intersegment Eliminations
|
|
Total
|
|
Revenue from contracts with customers
|
|
|
|
|
|
|
|
|
|
|
Pipeline transportation
|
$
|
127,846
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,938
|
)
|
|
$
|
125,908
|
|
|
Terminalling and storage services
|
106,537
|
|
|
92,948
|
|
|
—
|
|
|
(8,251
|
)
|
|
191,234
|
|
|
Product sales
|
—
|
|
|
5,243
|
|
|
433,156
|
|
|
(1,699
|
)
|
|
436,700
|
|
|
Other services
|
12,576
|
|
|
434
|
|
|
1,984
|
|
|
(13
|
)
|
|
14,981
|
|
|
Total revenue from contracts with customers
|
246,959
|
|
|
98,625
|
|
|
435,140
|
|
|
(11,901
|
)
|
|
768,823
|
|
|
Revenue from leases
|
9,199
|
|
|
42,943
|
|
|
—
|
|
|
(142
|
)
|
|
52,000
|
|
|
Commodity derivative contracts, net
|
330
|
|
|
—
|
|
|
88,395
|
|
|
—
|
|
|
88,725
|
|
|
Total revenue
|
$
|
256,488
|
|
|
$
|
141,568
|
|
|
$
|
523,535
|
|
|
$
|
(12,043
|
)
|
|
$
|
909,548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
2019
|
|
|
Domestic Pipelines & Terminals
|
|
Global Marine Terminals
|
|
Merchant Services
|
|
Intersegment Eliminations
|
|
Total
|
|
Revenue from contracts with customers
|
|
|
|
|
|
|
|
|
|
|
Pipeline transportation
|
$
|
379,078
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(8,055
|
)
|
|
$
|
371,023
|
|
|
Terminalling and storage services
|
316,383
|
|
|
261,546
|
|
|
—
|
|
|
(24,783
|
)
|
|
553,146
|
|
|
Product sales
|
—
|
|
|
2,893
|
|
|
1,191,788
|
|
|
(8,612
|
)
|
|
1,186,069
|
|
|
Other services
|
29,294
|
|
|
1,306
|
|
|
2,021
|
|
|
(46
|
)
|
|
32,575
|
|
|
Total revenue from contracts with customers
|
724,755
|
|
|
265,745
|
|
|
1,193,809
|
|
|
(41,496
|
)
|
|
2,142,813
|
|
|
Revenue from leases
|
32,558
|
|
|
140,334
|
|
|
—
|
|
|
(442
|
)
|
|
172,450
|
|
|
Commodity derivative contracts, net
|
(4,540
|
)
|
|
—
|
|
|
321,366
|
|
|
—
|
|
|
316,826
|
|
|
Total revenue
|
$
|
752,773
|
|
|
$
|
406,079
|
|
|
$
|
1,515,175
|
|
|
$
|
(41,938
|
)
|
|
$
|
2,632,089
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
2018
|
|
|
Domestic Pipelines & Terminals
|
|
Global Marine Terminals
|
|
Merchant Services
|
|
Intersegment Eliminations
|
|
Total
|
|
Revenue from contracts with customers
|
|
|
|
|
|
|
|
|
|
|
Pipeline transportation
|
$
|
377,276
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,741
|
)
|
|
$
|
369,535
|
|
|
Terminalling and storage services
|
323,493
|
|
|
294,093
|
|
|
—
|
|
|
(26,574
|
)
|
|
591,012
|
|
|
Product sales
|
—
|
|
|
5,263
|
|
|
1,531,849
|
|
|
(6,941
|
)
|
|
1,530,171
|
|
|
Other services
|
35,359
|
|
|
775
|
|
|
6,804
|
|
|
(1,375
|
)
|
|
41,563
|
|
|
Total revenue from contracts with customers
|
736,128
|
|
|
300,131
|
|
|
1,538,653
|
|
|
(42,631
|
)
|
|
2,532,281
|
|
|
Revenue from leases
|
28,254
|
|
|
128,665
|
|
|
—
|
|
|
(142
|
)
|
|
156,777
|
|
|
Commodity derivative contracts, net
|
(2,579
|
)
|
|
—
|
|
|
344,923
|
|
|
2,090
|
|
|
344,434
|
|
|
Total revenue
|
$
|
761,803
|
|
|
$
|
428,796
|
|
|
$
|
1,883,576
|
|
|
$
|
(40,683
|
)
|
|
$
|
3,033,492
|
|
The following table summarizes revenue by major geographic area for the periods indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
$
|
759,146
|
|
|
$
|
846,390
|
|
|
$
|
2,477,464
|
|
|
$
|
2,847,217
|
|
|
International
|
52,269
|
|
|
63,158
|
|
|
154,625
|
|
|
186,275
|
|
|
Total revenue
|
$
|
811,415
|
|
|
$
|
909,548
|
|
|
$
|
2,632,089
|
|
|
$
|
3,033,492
|
|
Adjusted EBITDA
Adjusted EBITDA is a measure not defined by GAAP. We define Adjusted EBITDA as earnings (losses) before interest expense, income taxes, depreciation and amortization, further adjusted to exclude certain non-cash items, such as non-cash compensation expense; transaction, transition, and integration costs associated with acquisitions and dispositions; certain gains and losses on foreign currency transactions and foreign currency derivative financial instruments, as applicable; and certain other operating expense or income items, reflected in net income, that we do not believe are indicative of our core operating performance results and business outlook, such as hurricane-related costs, gains and losses on property damage recoveries, non-cash impairment charges, and gains and losses on asset sales. The definition of Adjusted EBITDA is also applied to our proportionate share in the Adjusted EBITDA of significant equity method investments, which from January 1, 2017 through September 30, 2018, included VTTI, and is not applied to our less significant equity method investments. The calculation of our proportionate share of the reconciling items used to derive Adjusted EBITDA was based upon our 50% equity interest in VTTI, prior to adjustments related to noncontrolling interests in several of its subsidiaries and partnerships, which were immaterial. Adjusted EBITDA is a non-GAAP financial measure that is used by our senior management, including our Chief Executive Officer, to assess the operating performance of our business and optimize resource allocation. We use Adjusted EBITDA as a primary measure 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.
We believe that users of our financial statements benefit from having access to the same financial measures that we use and that these measures are useful because they aid in comparing our operating performance with that of other companies with similar operations. The Adjusted EBITDA data presented by us may not be comparable to similarly titled measures at other companies because these items may be defined differently by other companies.
The following table presents a reconciliation of consolidated net income, which is the most comparable financial measure under GAAP, to Adjusted EBITDA, as well as Adjusted EBITDA by segment for the periods indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Reconciliation of Net income (loss) to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
Net income (loss)
|
$
|
112,845
|
|
|
$
|
(745,336
|
)
|
|
$
|
284,620
|
|
|
$
|
(534,927
|
)
|
|
Less: Net income attributable to noncontrolling interests
|
(495
|
)
|
|
(499
|
)
|
|
(1,489
|
)
|
|
(6,631
|
)
|
|
Net income (loss) attributable to Buckeye Partners, L.P.
|
112,350
|
|
|
(745,835
|
)
|
|
283,131
|
|
|
(541,558
|
)
|
|
Add: Interest and debt expense
|
50,107
|
|
|
60,332
|
|
|
151,849
|
|
|
179,003
|
|
|
Income tax expense
|
464
|
|
|
634
|
|
|
1,059
|
|
|
1,906
|
|
|
Depreciation and amortization (1)
|
66,896
|
|
|
68,464
|
|
|
196,639
|
|
|
199,171
|
|
|
Non-cash unit-based compensation expense
|
5,944
|
|
|
4,921
|
|
|
21,642
|
|
|
21,587
|
|
|
Acquisition, dispositions, and transition expense (2)
|
3,971
|
|
|
21
|
|
|
13,837
|
|
|
444
|
|
|
Non-cash impairment on disposals of long-lived assets
|
—
|
|
|
—
|
|
|
3,106
|
|
|
—
|
|
|
Proportionate share of Adjusted EBITDA for equity
method investment in VTTI (3)
|
—
|
|
|
32,255
|
|
|
—
|
|
|
101,435
|
|
|
Goodwill impairment
|
—
|
|
|
536,964
|
|
|
—
|
|
|
536,964
|
|
|
Hurricane-related costs, net of recoveries (4)
|
2,062
|
|
|
68
|
|
|
(2,748
|
)
|
|
(744
|
)
|
|
Loss from the equity method investment in VTTI (3)
|
—
|
|
|
295,905
|
|
|
—
|
|
|
286,633
|
|
|
Loss on early extinguishment of debt (5)
|
—
|
|
|
—
|
|
|
4,020
|
|
|
—
|
|
|
Less: Gains on property damage recoveries (6)
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,535
|
)
|
|
Adjusted EBITDA
|
$
|
241,794
|
|
|
$
|
253,729
|
|
|
$
|
672,535
|
|
|
$
|
770,306
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
Domestic Pipelines & Terminals
|
$
|
160,140
|
|
|
$
|
137,676
|
|
|
$
|
429,115
|
|
|
$
|
413,648
|
|
|
Global Marine Terminals
|
77,429
|
|
|
111,692
|
|
|
229,092
|
|
|
349,838
|
|
|
Merchant Services
|
4,225
|
|
|
4,361
|
|
|
14,328
|
|
|
6,820
|
|
|
Adjusted EBITDA
|
$
|
241,794
|
|
|
$
|
253,729
|
|
|
$
|
672,535
|
|
|
$
|
770,306
|
|
|
|
|
|
(1)
|
Includes 100% of the depreciation and amortization expense of $54.5 million for Buckeye Texas for the nine months ended September 30, 2018. In April 2018, we acquired our business partner’s 20% ownership interest in Buckeye Texas and, as a result, own 100% of Buckeye Texas.
|
|
|
|
|
(2)
|
Represents transaction, internal and third-party costs related to the Merger, asset acquisitions, dispositions, and integration.
|
|
|
|
|
(3)
|
Due to the significance of our equity method investment in VTTI, effective January 1, 2017 through September 30, 2018, we applied the definition of Adjusted EBITDA, covered in our description of Adjusted EBITDA, with respect to our proportionate share of VTTI’s Adjusted EBITDA. The calculation of our proportionate share of the reconciling items used to derive Adjusted EBITDA was based upon our 50% equity interest in VTTI, prior to adjustments related to noncontrolling interests in several of its subsidiaries and partnerships, which were immaterial. In September 2018, we recorded our equity investment in VTTI at its estimated fair value, resulting in a non-cash loss of $300.3 million.
|
|
|
|
|
(4)
|
Represents costs incurred at our BBH facility in the Bahamas, Yabucoa Terminal in Puerto Rico, Corpus Christi facilities in Texas, and certain terminals in Florida, as a result of hurricanes, which occurred in 2019, 2017 and 2016, including operating expenses and write-offs of damaged long-lived assets, net of insurance recoveries. For the nine months ended September 30, 2019 and 2018, our hurricane-related insurance recoveries on prior losses exceeded costs.
|
|
|
|
|
(5)
|
Represents the loss on early extinguishment of the $275.0 million principal amount outstanding under our 5.500% notes and the Prior $250.0 million Term Loan.
|
|
|
|
|
(6)
|
Represents gains on recoveries of property damages caused by third parties, which primarily related to a settlement in connection with a 2012 vessel allision with a jetty at our BBH facility in the Bahamas.
|
18. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
2019
|
|
2018
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
Cash paid for interest (net of capitalized interest)
|
$
|
145,859
|
|
|
$
|
164,714
|
|
|
Cash paid for income taxes
|
2,487
|
|
|
1,069
|
|
|
Capitalized interest
|
5,308
|
|
|
6,680
|
|
|
Cash paid for lease liabilities
|
18,392
|
|
|
N/A
|
|
|
|
|
|
|
|
Non-cash activities:
|
|
|
|
|
Issuance of Class C Units in Lieu of quarterly cash distribution
|
$
|
—
|
|
|
$
|
18,490
|
|
|
Recognition of non-cash ROU assets and operating lease obligations (see Note 9)
|
149,687
|
|
|
N/A
|
|
|
Capital expenditure accruals
|
43,498
|
|
|
93,528
|
|