(Mark One)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-0833098
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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2828 N. Harwood, Suite 1300
Dallas, Texas
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75201-1507
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Item
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Page
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PART I
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1. and 2.
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Business
and Properties
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1A.
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1B.
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3.
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4.
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PART II
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5.
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6.
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7.
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7A.
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8.
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9.
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9A.
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9B.
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PART III
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10.
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11.
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12.
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13.
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14.
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PART IV
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15.
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•
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risks and uncertainties with respect to the actual quantities of petroleum products and crude oil shipped on our pipelines and/or terminalled, stored or throughput in our terminals and refinery processing units;
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the economic viability of HollyFrontier Corporation, Delek US Holdings, Inc. and our other customers;
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the demand for refined petroleum products in markets we serve;
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our ability to purchase and integrate future acquired operations;
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our ability to complete previously announced or contemplated acquisitions;
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the availability and cost of additional debt and equity financing;
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•
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the possibility of reductions in production or shutdowns at refineries utilizing our pipeline and terminal facilities;
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the effects of current and future government regulations and policies;
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our operational efficiency in carrying out routine operations and capital construction projects;
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the possibility of terrorist and cyber attacks and the consequences of any such attacks;
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general economic conditions;
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the impact of recent changes in the tax laws and regulations that affect master limited partnerships; and
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other financial, operational and legal risks and uncertainties detailed from time to time in our Securities and Exchange Commission filings.
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ASC
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73
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bpd
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6
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COBRA
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134
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CWA
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26
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Delek
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5
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EBITDA
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43
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Effectively connected income
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38
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FASB ASC Topic 718
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111
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FCC
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15
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FERC
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6
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Frontier Aspen
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15
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GAAP
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43
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Guarantor subsidiaries
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92
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HEP
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5
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HEP Logistics
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5
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HEP Operating
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39
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HFC
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70
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HLS
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5
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IDRs
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5
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Long-Term Incentive Plan
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110
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LPG
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5
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Magellan
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6
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mbbls
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6
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Meridian
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108
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Mid-America
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7
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MMSCFD
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9
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non-employee directors
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109
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NOPV
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39
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NYSE
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103
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Omnibus Agreement
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46
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Osage
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10
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Parent
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92
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PHMSA
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17
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Plains
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6
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PPI
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7
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SEC
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5
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SLC Pipeline
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15
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Tortoise
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141
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TUR
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125
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UNEV
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7
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VIE
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75
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Woods Cross Operating
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15
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Years Ended December 31,
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2018
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2017
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2016
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2015
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2014
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Volumes transported for barrels per day ("bpd"):
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HFC
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622,088
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556,516
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542,762
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558,027
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457,014
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Third parties
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187,717
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99,847
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75,909
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73,555
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64,055
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Total
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809,805
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656,363
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618,671
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631,582
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521,069
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Total barrels in thousands (“mbbls”)
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295,579
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239,572
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226,434
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230,527
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190,190
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Origin and Destination
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Diameter
(inches)
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Length
(miles)
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Capacity
(bpd)
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Refined Product Pipelines:
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Artesia, NM to El Paso, TX
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6
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156
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19,000
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Artesia, NM to Orla, TX to El Paso, TX
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8/12
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221
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95,000
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(1)
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Artesia, NM to Moriarty, NM
(2)
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12/8
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215
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27,000
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(3)
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Moriarty, NM to Bloomfield, NM
(2)
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8
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191
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14,400
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(3)
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Big Spring, TX to Abilene, TX
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6/8
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100
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20,000
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Big Spring, TX to Wichita Falls, TX
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6/8
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227
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23,000
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Wichita Falls, TX to Duncan, OK
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6
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47
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21,000
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Midland, TX to Orla, TX
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8/10
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135
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25,000
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Artesia, NM to Roswell, NM
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4
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35
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5,300
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(7)
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Mountain Home, ID
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4
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13
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6,000
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Woods Cross, UT
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10/12/8
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8
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70,000
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Woods Cross, UT to Las Vegas, NV
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12
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427
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62,000
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Salt Lake City, UT to UNEV Pipeline, UT
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10
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1
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60,000
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Tulsa, OK
(4)
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Intermediate Product Pipelines:
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Lovington, NM to Artesia, NM
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8
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65
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48,000
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Lovington, NM to Artesia, NM
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10
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65
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72,000
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Lovington, NM to Artesia, NM
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16
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65
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98,400
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Tulsa, OK
(5)
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8/10/12
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7
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(5)
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Evans Junction to Artesia, NM
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8
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12
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107
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(6)
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Crude Pipelines:
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Artesia Region Gathering
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Various
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497
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70,000
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West Texas Gathering
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Various
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305
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35,000
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Roadrunner Pipeline
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16
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69
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80,000
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Beeson Pipeline
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8/10
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46
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95,000
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El Dorado Crude Delivery Pipeline
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16
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4
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165,000
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Bisti Connection Pipeline
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12
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13
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82,000
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Whites City Pipeline
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8
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61
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62,000
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SLC Pipeline
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16
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95
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120,000
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Frontier Pipeline
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16
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289
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72,000
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(1)
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Includes 15,000 bpd capacity on the Orla to El Paso segment of this pipeline, leased to Delek under capacity lease agreements.
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(2)
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The White Lakes Junction to Moriarty segment of our Artesia to Moriarty pipeline and the Moriarty to Bloomfield pipeline is leased from Mid-America under a long-term lease agreement.
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(3)
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Capacity for this pipeline is reflected in the information for the Artesia to Moriarty pipeline.
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(4)
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Tulsa gasoline and diesel fuel connections to Magellan’s pipeline are less than one mile.
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(5)
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The capacities of the three gas pipelines are 10 million standard cubic feet per day (“MMSCFD”), 22 MMSCFD and 10 MMSCFD, and the two liquid pipelines are 45,000 bpd and 60,000 bpd.
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(6)
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The capacity is in MMSCFD per day.
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(7)
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Pipeline is currently idled.
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distribution;
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blending to achieve specified grades of gasoline and diesel, including the blending of butane, ethanol and biodiesel;
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other ancillary services that include the injection of additives and filtering of jet fuel; and
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storage and inventory management.
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Years Ended December 31,
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2018
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2017
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2016
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2015
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2014
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Refined products and crude terminalled for (bpd):
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HFC
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413,525
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428,001
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413,487
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391,292
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261,888
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Third parties
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61,367
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68,687
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72,342
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78,403
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69,100
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Total
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474,892
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496,688
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485,829
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469,695
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330,988
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Total (mbbls)
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173,336
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181,291
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177,813
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171,439
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120,811
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Terminal Location
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Storage
Capacity
(barrels)
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Number
of
Tanks
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Supply Source
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Mode of Delivery
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Moriarty, NM
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211,000
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9
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Pipeline
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Truck
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Bloomfield, NM
(1)
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203,000
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7
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Pipeline
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Truck
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Mountain Home, ID
(2)
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122,000
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4
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Pipeline
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Pipeline
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Spokane, WA
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532,000
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32
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Pipeline/Rail
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Truck
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Abilene, TX
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157,000
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6
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Pipeline
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Truck/Pipeline
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Wichita Falls, TX
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260,000
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12
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Pipeline
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Truck/Pipeline
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Las Vegas, NV
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378,000
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12
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Pipeline/Truck
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Truck
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Cedar City, UT
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235,000
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7
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Pipeline/Rail/Truck
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Truck
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Orla tank farm
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129,000
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5
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Pipeline
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Pipeline
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El Dorado, KS crude tankage
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1,150,000
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11
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Pipeline
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Pipeline
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Stations along the SLC and Frontier pipelines
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267,000
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7
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Pipeline
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Pipeline
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Stations in the Texas, New Mexico crude system
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333,000
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18
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Pipeline
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Pipeline
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Catoosa, OK
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138,000
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8
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Truck/Rail
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Truck
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Artesia facility railyard
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N/A
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N/A
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Rail
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Rail
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Artesia facility truck rack
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N/A
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N/A
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Refinery
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Truck
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Lovington facility asphalt truck rack
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N/A
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N/A
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Refinery
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Truck
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Woods Cross facility truck rack
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N/A
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N/A
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Refinery
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Truck/Pipeline
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Tulsa West facility truck and rail rack
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N/A
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N/A
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Refinery
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Truck/Rail/Pipeline
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Tulsa East facility truck and rail racks
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N/A
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N/A
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Refinery
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Truck/Rail/Pipeline
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Tulsa facility railyard
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N/A
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N/A
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Rail
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Rail
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Cheyenne facility truck racks
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N/A
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N/A
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Refinery
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Truck
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El Dorado facility truck racks
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N/A
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N/A
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Refinery
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Truck
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Total
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4,115,000
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(1)
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Inactive
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(2)
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Handles only jet fuel.
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Refinery Location
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Storage
Capacity
(barrels)
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Tankage Type
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Number
of
Tanks
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Artesia , NM
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180,000
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Crude oil
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2
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Lovington, NM
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309,000
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Crude oil
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2
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Woods Cross, UT
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190,000
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Crude oil
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3
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Tulsa, OK
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3,732,000
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Crude oil and refined product
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62
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Cheyenne, WY
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1,944,000
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Crude oil and refined product
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55
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El Dorado, KS
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3,896,000
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Refined and intermediate product
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91
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Total
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10,251,000
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Item 1A.
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Risk Factors
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•
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competition from other refineries and pipelines that may be able to supply the refinery's end-user markets on a more cost-effective basis;
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•
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operational problems such as catastrophic events at the refinery, labor difficulties, environmental proceedings or other litigation that cause a stoppage of all or a portion of the operations at the refinery;
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•
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planned maintenance or capital projects;
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•
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increasingly stringent environmental laws and regulations, such as the U.S. Environmental Protection Agency's gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor gasoline and diesel fuel for both on-road and non-road usage as well as various state and federal emission requirements that may affect the refinery itself and potential future climate change regulations;
|
•
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an inability to obtain crude oil for the refinery at competitive prices; or
|
•
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a general reduction in demand for refined products in the area due to:
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◦
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a local or national recession or other adverse economic condition that results in lower spending by businesses and consumers on gasoline and diesel fuel;
|
◦
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higher gasoline prices due to higher crude oil costs, higher taxes or stricter environmental laws or regulations; or
|
◦
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a shift by consumers to more fuel-efficient or alternative fuel vehicles or an increase in fuel economy, whether as a result of technological advances by manufacturers, legislation either mandating or encouraging higher fuel economy or the use of alternative fuel or otherwise.
|
•
|
meet our obligations as they come due;
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•
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execute our growth strategy;
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•
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complete future acquisitions or construction projects;
|
•
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take advantage of other business opportunities; or
|
•
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respond to competitive pressures.
|
•
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the accuracy of our assumptions about growth in the markets that we currently serve or have plans to serve in the Southwestern, Northwest and Mid-Continent regions of the United States;
|
•
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HFC's willingness and ability to capture a share of additional demand in its existing markets; and
|
•
|
HFC's willingness and ability to identify and penetrate new markets in the Southwestern, Northwest and Mid-Continent regions of the United States.
|
•
|
certain pre-closing environmental liabilities discovered within specified time periods after the date of the applicable acquisition;
|
•
|
certain matters arising from the pre-closing ownership and operation of assets; and
|
•
|
ongoing remediation related to the assets.
|
•
|
denial or delay in issuing requisite regulatory approvals and/or permits;
|
•
|
unplanned increases in the cost of construction materials or labor;
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•
|
disruptions in transportation of modular components and/or construction materials;
|
•
|
severe adverse weather conditions, natural disasters, or other events (such as equipment malfunctions explosions, fires or spills) affecting our facilities, or those of vendors and suppliers;
|
•
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shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;
|
•
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market-related increases in a project's debt or equity financing costs; and/or
|
•
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nonperformance by, or disputes with, vendors, suppliers, contractors, or sub-contractors involved with a project.
|
•
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HFC, as a shipper on our pipelines, has an economic incentive not to cause us to seek higher tariff rates or terminalling fees, even if such higher rates or terminalling fees would reflect rates that could be obtained in arm's-length, third-party transactions;
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•
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neither our partnership agreement nor any other agreement requires HFC to pursue a business strategy that favors us or utilizes our assets, including whether to increase or decrease refinery production, whether to shut down or reconfigure a refinery, or what markets to pursue or grow. HFC's directors and officers have a fiduciary duty to make these decisions in the best interests of the stockholders of HFC;
|
•
|
our general partner is allowed to take into account the interests of parties other than us, such as HFC, in resolving conflicts of interest;
|
•
|
our partnership agreement provides for modified or reduced fiduciary duties for our general partner, and also restricts the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty;
|
•
|
our general partner determines which costs incurred by HFC and its affiliates are reimbursable by us;
|
•
|
our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf;
|
•
|
our general partner may, in some circumstances, cause us to borrow funds to make cash distributions, even where the purpose or effect of the borrowing benefits our general partner or affiliates;
|
•
|
our general partner determines the amount and timing of our asset purchases and sales, capital expenditures and borrowings, each of which can affect the amount of cash available to us; and
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•
|
our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates, including the pipelines and terminals agreement with HFC.
|
•
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our unitholders' proportionate ownership interest in us will decrease;
|
•
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the amount of cash available for distribution on each unit may decrease;
|
•
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the relative voting strength of each previously outstanding unit may be diminished; and
|
•
|
the market price of the common units may decline.
|
•
|
any business operated by HFC or any of its subsidiaries at the closing of our initial public offering;
|
•
|
any business or asset that HFC or any of its subsidiaries acquires or constructs that has a fair market value or construction cost of less than $5 million; and
|
•
|
any business or asset that HFC or any of its subsidiaries acquires or constructs that has a fair market value or construction cost of $5 million or more if we have been offered the opportunity to purchase the business or asset at fair market value, and we decline to do so.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for the Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Common Units
|
Period
|
|
Total Number of
Units Purchased
|
|
Average Price
Paid Per Unit
|
|
Total Number of
Units Purchased as
Part of Publicly
Announced Plan or
Program
|
|
Maximum Number
of Units that May
Yet be Purchased
Under a Publicly
Announced Plan or
Program
|
||||||
October 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
November 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
December 2018
|
|
17,606
|
|
|
$
|
28.96
|
|
|
—
|
|
|
$
|
—
|
|
Total for October to December 2018
|
|
17,606
|
|
|
|
|
—
|
|
|
|
Item 6.
|
Selected Financial Data
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(In thousands, except per unit data)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
506,220
|
|
|
$
|
454,362
|
|
|
$
|
402,043
|
|
|
$
|
358,875
|
|
|
$
|
332,545
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operations (exclusive of depreciation and amortization)
|
|
146,430
|
|
|
137,605
|
|
|
123,986
|
|
|
105,556
|
|
|
106,185
|
|
|||||
Depreciation and amortization
|
|
98,492
|
|
|
79,278
|
|
|
70,428
|
|
|
63,306
|
|
|
62,529
|
|
|||||
General and administrative
|
|
11,040
|
|
|
14,323
|
|
|
12,532
|
|
|
12,556
|
|
|
10,824
|
|
|||||
|
|
255,962
|
|
|
231,206
|
|
|
206,946
|
|
|
181,418
|
|
|
179,538
|
|
|||||
Operating income
|
|
250,258
|
|
|
223,156
|
|
|
195,097
|
|
|
177,457
|
|
|
153,007
|
|
|||||
Equity in earnings of equity method investments
|
|
5,825
|
|
|
12,510
|
|
|
14,213
|
|
|
4,803
|
|
|
2,987
|
|
|||||
Interest expense
|
|
(71,899
|
)
|
|
(58,448
|
)
|
|
(52,552
|
)
|
|
(37,418
|
)
|
|
(36,101
|
)
|
|||||
Interest income
|
|
2,108
|
|
|
491
|
|
|
440
|
|
|
526
|
|
|
3
|
|
|||||
Loss on early extinguishments of debt
|
|
—
|
|
|
(12,225
|
)
|
|
—
|
|
|
—
|
|
|
(7,677
|
)
|
|||||
Remeasurement gain on preexisting equity interests
|
|
—
|
|
|
36,254
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of assets and other
|
|
121
|
|
|
422
|
|
|
677
|
|
|
486
|
|
|
82
|
|
|||||
|
|
(63,845
|
)
|
|
(20,996
|
)
|
|
(37,222
|
)
|
|
(31,603
|
)
|
|
(40,706
|
)
|
|||||
Income before income taxes
|
|
186,413
|
|
|
202,160
|
|
|
157,875
|
|
|
145,854
|
|
|
112,301
|
|
|||||
State income tax expense
|
|
(26
|
)
|
|
(249
|
)
|
|
(285
|
)
|
|
(228
|
)
|
|
(235
|
)
|
|||||
Net income
|
|
186,387
|
|
|
201,911
|
|
|
157,590
|
|
|
145,626
|
|
|
112,066
|
|
|||||
Allocation of net loss attributable to Predecessor
|
|
—
|
|
|
—
|
|
|
10,657
|
|
|
2,702
|
|
|
1,747
|
|
|||||
Allocation of net income attributable to noncontrolling interests
|
|
(7,540
|
)
|
|
(6,871
|
)
|
|
(10,006
|
)
|
|
(11,120
|
)
|
|
(8,288
|
)
|
|||||
Net income attributable to the partners
|
|
178,847
|
|
|
195,040
|
|
|
158,241
|
|
|
137,208
|
|
|
105,525
|
|
|||||
General partner interest in net income, including incentive distributions
(1)
|
|
—
|
|
|
(35,047
|
)
|
|
(57,173
|
)
|
|
(42,337
|
)
|
|
(34,667
|
)
|
|||||
Limited partners’ interest in net income
|
|
$
|
178,847
|
|
|
$
|
159,993
|
|
|
$
|
101,068
|
|
|
$
|
94,871
|
|
|
$
|
70,858
|
|
Limited partners’ earnings per unit – basic and diluted
(1)
|
|
$
|
1.70
|
|
|
$
|
2.28
|
|
|
$
|
1.69
|
|
|
$
|
1.60
|
|
|
$
|
1.20
|
|
Distributions per limited partner unit
|
|
$
|
2.6475
|
|
|
$
|
2.5475
|
|
|
$
|
2.3625
|
|
|
$
|
2.2025
|
|
|
$
|
2.0750
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from operating activities
|
|
$
|
295,213
|
|
|
$
|
238,487
|
|
|
$
|
243,548
|
|
|
$
|
231,442
|
|
|
$
|
185,256
|
|
Cash flows from investing activities
|
|
$
|
(52,343
|
)
|
|
$
|
(286,273
|
)
|
|
$
|
(143,030
|
)
|
|
$
|
(246,680
|
)
|
|
$
|
(198,423
|
)
|
Cash flows from financing activities
|
|
$
|
(247,601
|
)
|
|
$
|
51,905
|
|
|
$
|
(111,874
|
)
|
|
$
|
27,421
|
|
|
$
|
9,645
|
|
EBITDA
(2)
|
|
$
|
347,156
|
|
|
$
|
332,524
|
|
|
$
|
277,545
|
|
|
$
|
237,180
|
|
|
$
|
204,024
|
|
Distributable cash flow
(3)
|
|
$
|
265,087
|
|
|
$
|
242,955
|
|
|
$
|
218,810
|
|
|
$
|
197,046
|
|
|
$
|
172,718
|
|
Maintenance capital expenditures
(4)
|
|
$
|
8,182
|
|
|
$
|
7,748
|
|
|
$
|
9,658
|
|
|
$
|
8,926
|
|
|
$
|
4,616
|
|
Expansion capital expenditures
|
|
39,118
|
|
|
37,062
|
|
|
50,046
|
|
|
30,467
|
|
|
75,343
|
|
|||||
Acquisition capital expenditures
|
|
6,841
|
|
|
245,446
|
|
|
44,119
|
|
|
153,728
|
|
|
118,727
|
|
|||||
Total capital expenditures
|
|
$
|
54,141
|
|
|
$
|
290,256
|
|
|
$
|
103,823
|
|
|
$
|
193,121
|
|
|
$
|
198,686
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net property, plant and equipment
|
|
$
|
1,538,655
|
|
|
$
|
1,569,471
|
|
|
$
|
1,328,395
|
|
|
$
|
1,293,060
|
|
|
$
|
1,163,631
|
|
Total assets
|
|
$
|
2,102,540
|
|
|
$
|
2,154,114
|
|
|
$
|
1,884,237
|
|
|
$
|
1,777,646
|
|
|
$
|
1,584,114
|
|
Long-term debt
(5)
|
|
$
|
1,418,900
|
|
|
$
|
1,507,308
|
|
|
$
|
1,243,912
|
|
|
$
|
1,008,752
|
|
|
$
|
866,986
|
|
Total liabilities
|
|
$
|
1,586,979
|
|
|
$
|
1,669,049
|
|
|
$
|
1,412,446
|
|
|
$
|
1,151,424
|
|
|
$
|
989,324
|
|
Total equity
(6)
|
|
$
|
515,561
|
|
|
$
|
485,065
|
|
|
$
|
471,791
|
|
|
$
|
626,222
|
|
|
$
|
594,790
|
|
(1)
|
Net income attributable to the partners is allocated between limited partners and the general partner interest in accordance with the provisions of the partnership agreement. HEP net income allocated to the general partner included incentive distributions that were declared subsequent to quarter end. After the amount of incentive distributions and other priority allocations are allocated to the general partner, the remaining net income attributable to the partners is allocated to the partners based on their weighted average ownership percentage during the period. As a result of the IDR Restructuring Transaction, no IDR or general partner distributions were made after October 31, 2017. See "Business and Properties - Overview."
|
(2)
|
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is calculated as net income attributable to the partners plus (i) interest expense, net of interest income, (ii) state income tax and (iii) depreciation and amortization excluding amounts related to the Predecessor. EBITDA is not a calculation based upon generally accepted accounting principles (“GAAP”). However, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to net income attributable to the partners or operating income, as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a widely used financial indicator used by investors and analysts to measure performance. EBITDA is also used by our management for internal analysis and as a basis for compliance with financial covenants.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Net income attributable to the partners
|
|
$
|
178,847
|
|
|
$
|
195,040
|
|
|
$
|
158,241
|
|
|
$
|
137,208
|
|
|
$
|
105,525
|
|
Add (subtract):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
68,858
|
|
|
55,385
|
|
|
49,306
|
|
|
35,490
|
|
|
34,280
|
|
|||||
Interest income
|
|
(2,108
|
)
|
|
(491
|
)
|
|
(440
|
)
|
|
(526
|
)
|
|
(3
|
)
|
|||||
Amortization of discount and deferred debt issuance costs
|
|
3,041
|
|
|
3,063
|
|
|
3,246
|
|
|
1,928
|
|
|
1,821
|
|
|||||
State income tax expense
|
|
26
|
|
|
249
|
|
|
285
|
|
|
228
|
|
|
235
|
|
|||||
Depreciation and amortization
|
|
98,492
|
|
|
79,278
|
|
|
70,428
|
|
|
63,306
|
|
|
62,529
|
|
|||||
Predecessor depreciation and amortization
|
|
—
|
|
|
—
|
|
|
(3,521
|
)
|
|
(454
|
)
|
|
(363
|
)
|
|||||
EBITDA
|
|
$
|
347,156
|
|
|
$
|
332,524
|
|
|
$
|
277,545
|
|
|
$
|
237,180
|
|
|
$
|
204,024
|
|
(3)
|
Distributable cash flow is not a calculation based upon GAAP. However, the amounts included in the calculation are derived from amounts presented in our consolidated financial statements, with the general exception of maintenance capital expenditures. Distributable cash flow should not be considered in isolation or as an alternative to net income or operating income as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. Distributable cash flow is not necessarily comparable to similarly titled measures of other companies. Distributable cash flow is presented here because it is a widely accepted financial indicator used by investors to compare partnership performance. It is also used by management for internal analysis and for our performance units. We believe that this measure provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Net income attributable to the partners
|
|
$
|
178,847
|
|
|
$
|
195,040
|
|
|
$
|
158,241
|
|
|
$
|
137,208
|
|
|
$
|
105,525
|
|
Add (subtract):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
98,492
|
|
|
79,278
|
|
|
70,428
|
|
|
63,306
|
|
|
62,529
|
|
|||||
Remeasurement gain on preexisting equity interests
|
|
—
|
|
|
(36,254
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of discount and deferred debt issuance costs
|
|
3,041
|
|
|
3,063
|
|
|
3,246
|
|
|
1,928
|
|
|
1,821
|
|
|||||
Loss on early extinguishment of debt
|
|
—
|
|
|
12,225
|
|
|
—
|
|
|
—
|
|
|
7,677
|
|
|||||
Increase (decrease) in deferred revenue related to minimum revenue commitments
|
|
(786
|
)
|
|
(1,283
|
)
|
|
(1,292
|
)
|
|
(1,233
|
)
|
|
(2,503
|
)
|
|||||
Maintenance capital expenditures
(4)
|
|
(8,182
|
)
|
|
(7,748
|
)
|
|
(9,658
|
)
|
|
(8,926
|
)
|
|
(4,616
|
)
|
|||||
Increase (decrease) in environmental liability
|
|
(237
|
)
|
|
(581
|
)
|
|
(584
|
)
|
|
1,107
|
|
|
1,596
|
|
|||||
Increase (decrease) in reimbursable deferred revenue
|
|
(5,179
|
)
|
|
(3,679
|
)
|
|
(2,733
|
)
|
|
176
|
|
|
(2,274
|
)
|
|||||
Other non-cash adjustments
|
|
(909
|
)
|
|
2,894
|
|
|
4,683
|
|
|
3,934
|
|
|
3,326
|
|
|||||
Predecessor depreciation and amortization
|
|
—
|
|
|
—
|
|
|
(3,521
|
)
|
|
(454
|
)
|
|
(363
|
)
|
|||||
Distributable cash flow
|
|
$
|
265,087
|
|
|
$
|
242,955
|
|
|
$
|
218,810
|
|
|
$
|
197,046
|
|
|
$
|
172,718
|
|
(4)
|
Maintenance capital expenditures are capital expenditures made to replace partially or fully depreciated assets in order to maintain the existing operating capacity of our assets and to extend their useful lives. Maintenance capital expenditures include expenditures required to maintain equipment reliability, tankage and pipeline integrity, safety and to address environmental regulations.
|
(5)
|
Includes
$923 million
,
$1,012 million
, $553 million, $712 million and $571 million in Credit Agreement advances that were classified as long-term debt at
December 31, 2018
,
2017
,
2016
,
2015
and
2014
, respectively.
|
(6)
|
As a master limited partnership, we distribute our available cash, which historically has exceeded our net income attributable to the partners because depreciation and amortization expense represents a non-cash charge against income. The result is a decline in partners’ equity since our regular quarterly distributions have exceeded our quarterly net income attributable to partners. Additionally, if the assets contributed and acquired from HFC while we were a consolidated variable interest entity of HFC had been acquired from third parties, our acquisition cost in excess of HFC’s basis in the transferred assets would have been recorded in our financial statements as increases to our properties and equipment and intangible assets at the time of acquisition instead of decreases to partners’ equity.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Years Ended December 31,
|
|
Change from
|
||||||||
|
|
2018
|
|
2017
|
|
2017
|
||||||
|
|
(In thousands, except per unit data)
|
||||||||||
Revenues
|
|
|
|
|
|
|
||||||
Pipelines:
|
|
|
|
|
|
|
||||||
Affiliates—refined product pipelines
|
|
$
|
82,998
|
|
|
$
|
80,030
|
|
|
$
|
2,968
|
|
Affiliates—intermediate pipelines
|
|
29,639
|
|
|
28,732
|
|
|
907
|
|
|||
Affiliates—crude pipelines
|
|
79,741
|
|
|
65,960
|
|
|
13,781
|
|
|||
|
|
192,378
|
|
|
174,722
|
|
|
17,656
|
|
|||
Third parties—refined product pipelines
|
|
54,524
|
|
|
52,379
|
|
|
2,145
|
|
|||
Third parties—crude pipelines
|
|
36,605
|
|
|
7,939
|
|
|
28,666
|
|
|||
|
|
283,507
|
|
|
235,040
|
|
|
48,467
|
|
|||
Terminals, tanks and loading racks:
|
|
|
|
|
|
|
||||||
Affiliates
|
|
130,251
|
|
|
125,510
|
|
|
4,741
|
|
|||
Third parties
|
|
17,283
|
|
|
16,908
|
|
|
375
|
|
|||
|
|
147,534
|
|
|
142,418
|
|
|
5,116
|
|
|||
|
|
|
|
|
|
|
||||||
Affiliates—refinery processing units
|
|
75,179
|
|
|
76,904
|
|
|
(1,725
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total revenues
|
|
506,220
|
|
|
454,362
|
|
|
51,858
|
|
|||
Operating costs and expenses
|
|
|
|
|
|
|
||||||
Operations (exclusive of depreciation and amortization)
|
|
146,430
|
|
|
137,605
|
|
|
8,825
|
|
|||
Depreciation and amortization
|
|
98,492
|
|
|
79,278
|
|
|
19,214
|
|
|||
General and administrative
|
|
11,040
|
|
|
14,323
|
|
|
(3,283
|
)
|
|||
|
|
255,962
|
|
|
231,206
|
|
|
24,756
|
|
|||
Operating income
|
|
250,258
|
|
|
223,156
|
|
|
27,102
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Equity in earnings of equity method investments
|
|
5,825
|
|
|
12,510
|
|
|
(6,685
|
)
|
|||
Interest expense, including amortization
|
|
(71,899
|
)
|
|
(58,448
|
)
|
|
(13,451
|
)
|
|||
Interest income
|
|
2,108
|
|
|
491
|
|
|
1,617
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
(12,225
|
)
|
|
12,225
|
|
|||
Remeasurement gain on preexisting equity interests
|
|
—
|
|
|
36,254
|
|
|
(36,254
|
)
|
|||
Gain on sale of assets and other
|
|
121
|
|
|
422
|
|
|
(301
|
)
|
|||
|
|
(63,845
|
)
|
|
(20,996
|
)
|
|
(42,849
|
)
|
|||
Income before income taxes
|
|
186,413
|
|
|
202,160
|
|
|
(15,747
|
)
|
|||
State income tax expense
|
|
(26
|
)
|
|
(249
|
)
|
|
223
|
|
|||
Net income
|
|
186,387
|
|
|
201,911
|
|
|
(15,524
|
)
|
|||
Allocation of net income attributable to noncontrolling interests
|
|
(7,540
|
)
|
|
(6,871
|
)
|
|
(669
|
)
|
|||
Net income attributable to the partners
|
|
178,847
|
|
|
195,040
|
|
|
(16,193
|
)
|
|||
General partner interest in net income attributable to the partners
(1)
|
|
—
|
|
|
(35,047
|
)
|
|
35,047
|
|
|||
Limited partners’ interest in net income
|
|
$
|
178,847
|
|
|
$
|
159,993
|
|
|
$
|
18,854
|
|
Limited partners’ earnings per unit—basic and diluted
(1)
|
|
$
|
1.70
|
|
|
$
|
2.28
|
|
|
$
|
(0.58
|
)
|
Weighted average limited partners’ units outstanding
|
|
105,042
|
|
|
70,291
|
|
|
34,751
|
|
|||
EBITDA
(2)
|
|
$
|
347,156
|
|
|
$
|
332,524
|
|
|
$
|
14,632
|
|
Distributable cash flow
(3)
|
|
$
|
265,087
|
|
|
$
|
242,955
|
|
|
$
|
22,132
|
|
|
|
|
|
|
|
|
||||||
Volumes (bpd)
|
|
|
|
|
|
|
||||||
Pipelines:
|
|
|
|
|
|
|
||||||
Affiliates—refined product pipelines
|
|
127,865
|
|
|
133,822
|
|
|
(5,957
|
)
|
|||
Affiliates—intermediate pipelines
|
|
144,537
|
|
|
141,601
|
|
|
2,936
|
|
|||
Affiliates—crude pipelines
|
|
349,686
|
|
|
281,093
|
|
|
68,593
|
|
|||
|
|
622,088
|
|
|
556,516
|
|
|
65,572
|
|
|||
Third parties—refined product pipelines
|
|
71,784
|
|
|
78,013
|
|
|
(6,229
|
)
|
|||
Third parties—crude pipelines
|
|
115,933
|
|
|
21,834
|
|
|
94,099
|
|
|||
|
|
809,805
|
|
|
656,363
|
|
|
153,442
|
|
|||
Terminals and loading racks:
|
|
|
|
|
|
|
||||||
Affiliates
|
|
413,525
|
|
|
428,001
|
|
|
(14,476
|
)
|
|||
Third parties
|
|
61,367
|
|
|
68,687
|
|
|
(7,320
|
)
|
|||
|
|
474,892
|
|
|
496,688
|
|
|
(21,796
|
)
|
|||
|
|
|
|
|
|
|
||||||
Affiliates—refinery processing units
|
|
62,787
|
|
|
63,572
|
|
|
(785
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total for pipelines, terminals and refinery processing unit assets (bpd)
|
|
1,347,484
|
|
|
1,216,623
|
|
|
130,861
|
|
|
|
Years Ended December 31,
|
|
Change from
|
||||||||
|
|
2017
|
|
2016
|
|
2016
|
||||||
|
|
(In thousands, except per unit data)
|
||||||||||
Revenues
|
|
|
|
|
|
|
||||||
Pipelines:
|
|
|
|
|
|
|
||||||
Affiliates—refined product pipelines
|
|
$
|
80,030
|
|
|
$
|
83,102
|
|
|
$
|
(3,072
|
)
|
Affiliates—intermediate pipelines
|
|
28,732
|
|
|
26,996
|
|
|
1,736
|
|
|||
Affiliates—crude pipelines
|
|
65,960
|
|
|
70,341
|
|
|
(4,381
|
)
|
|||
|
|
174,722
|
|
|
180,439
|
|
|
(5,717
|
)
|
|||
Third parties—refined product pipelines
|
|
52,379
|
|
|
52,195
|
|
|
184
|
|
|||
Third parties—crude pipelines
|
|
7,939
|
|
|
—
|
|
|
7,939
|
|
|||
|
|
235,040
|
|
|
232,634
|
|
|
2,406
|
|
|||
Terminals, tanks and loading racks:
|
|
|
|
|
|
|
||||||
Affiliates
|
|
125,510
|
|
|
119,633
|
|
|
5,877
|
|
|||
Third parties
|
|
16,908
|
|
|
16,732
|
|
|
176
|
|
|||
|
|
142,418
|
|
|
136,365
|
|
|
6,053
|
|
|||
|
|
|
|
|
|
|
||||||
Affiliates—refinery processing units
|
|
76,904
|
|
|
33,044
|
|
|
43,860
|
|
|||
|
|
|
|
|
|
|
||||||
Total revenues
|
|
454,362
|
|
|
402,043
|
|
|
52,319
|
|
|||
Operating costs and expenses
|
|
|
|
|
|
|
||||||
Operations (exclusive of depreciation and amortization)
|
|
137,605
|
|
|
123,986
|
|
|
13,619
|
|
|||
Depreciation and amortization
|
|
79,278
|
|
|
70,428
|
|
|
8,850
|
|
|||
General and administrative
|
|
14,323
|
|
|
12,532
|
|
|
1,791
|
|
|||
|
|
231,206
|
|
|
206,946
|
|
|
24,260
|
|
|||
Operating income
|
|
223,156
|
|
|
195,097
|
|
|
28,059
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Equity in earnings of equity method investments
|
|
12,510
|
|
|
14,213
|
|
|
(1,703
|
)
|
|||
Interest expense, including amortization
|
|
(58,448
|
)
|
|
(52,552
|
)
|
|
(5,896
|
)
|
|||
Interest income
|
|
491
|
|
|
440
|
|
|
51
|
|
|||
Loss on early extinguishment of debt
|
|
(12,225
|
)
|
|
—
|
|
|
(12,225
|
)
|
|||
Remeasurement gain on preexisting equity interests
|
|
36,254
|
|
|
—
|
|
|
36,254
|
|
|||
Gain on sale of assets and other
|
|
422
|
|
|
677
|
|
|
(255
|
)
|
|||
|
|
(20,996
|
)
|
|
(37,222
|
)
|
|
16,226
|
|
|||
Income before income taxes
|
|
202,160
|
|
|
157,875
|
|
|
44,285
|
|
|||
State income tax expense
|
|
(249
|
)
|
|
(285
|
)
|
|
36
|
|
|||
Net income
|
|
201,911
|
|
|
157,590
|
|
|
44,321
|
|
|||
Allocation of net loss attributable to Predecessor
|
|
—
|
|
|
10,657
|
|
|
(10,657
|
)
|
|||
Allocation of net income attributable to noncontrolling interests
|
|
(6,871
|
)
|
|
(10,006
|
)
|
|
3,135
|
|
|||
Net income attributable to the partners
|
|
195,040
|
|
|
158,241
|
|
|
36,799
|
|
|||
General partner interest in net income attributable to the partners
(1)
|
|
(35,047
|
)
|
|
(57,173
|
)
|
|
22,126
|
|
|||
Limited partners’ interest in net income
|
|
$
|
159,993
|
|
|
$
|
101,068
|
|
|
$
|
58,925
|
|
Limited partners’ earnings per unit—basic and diluted
(1)
|
|
$
|
2.28
|
|
|
$
|
1.69
|
|
|
$
|
0.59
|
|
Weighted average limited partners’ units outstanding
|
|
70,291
|
|
|
59,872
|
|
|
10,419
|
|
|||
EBITDA
(2)
|
|
$
|
332,524
|
|
|
$
|
277,545
|
|
|
$
|
54,979
|
|
Distributable cash flow
(3)
|
|
$
|
242,955
|
|
|
$
|
218,810
|
|
|
$
|
24,145
|
|
|
|
|
|
|
|
|
||||||
Volumes (bpd)
|
|
|
|
|
|
|
||||||
Pipelines:
|
|
|
|
|
|
|
||||||
Affiliates—refined product pipelines
|
|
133,822
|
|
|
128,140
|
|
|
5,682
|
|
|||
Affiliates—intermediate pipelines
|
|
141,601
|
|
|
137,381
|
|
|
4,220
|
|
|||
Affiliates—crude pipelines
|
|
281,093
|
|
|
277,241
|
|
|
3,852
|
|
|||
|
|
556,516
|
|
|
542,762
|
|
|
13,754
|
|
|||
Third parties—refined product pipelines
|
|
78,013
|
|
|
75,909
|
|
|
2,104
|
|
|||
Third parties—crude pipelines
|
|
21,834
|
|
|
—
|
|
|
21,834
|
|
|||
|
|
656,363
|
|
|
618,671
|
|
|
37,692
|
|
|||
Terminals and loading racks:
|
|
|
|
|
|
|
||||||
Affiliates
|
|
428,001
|
|
|
413,487
|
|
|
14,514
|
|
|||
Third parties
|
|
68,687
|
|
|
72,342
|
|
|
(3,655
|
)
|
|||
|
|
496,688
|
|
|
485,829
|
|
|
10,859
|
|
|||
|
|
|
|
|
|
|
||||||
Affiliates—refinery processing units
|
|
63,572
|
|
|
51,778
|
|
|
11,794
|
|
|||
|
|
|
|
|
|
|
||||||
Total for pipelines, terminals and refinery processing unit assets (bpd)
|
|
1,216,623
|
|
|
1,156,278
|
|
|
60,345
|
|
(1)
|
Net income attributable to the partners is allocated between limited partners and the general partner interest in accordance with the provisions of the partnership agreement. HEP net income allocated to the general partner included incentive distributions that were declared subsequent to quarter end. After the amount of incentive distributions and other priority allocations are allocated to the general partner, the remaining net income attributable to the partners is allocated to the partners based on their weighted average ownership percentage during the period. As a result of the IDR Restructuring Transaction, no IDR or general partner distributions were made after October 31, 2017. See "Business and Properties - Overview."
|
(2)
|
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is calculated as net income attributable to the partners plus (i) interest expense, net of interest income (ii) state income tax and (iii) depreciation and amortization excluding Predecessor. EBITDA is not a calculation based upon generally accepted accounting principles (“GAAP”). However, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to net income attributable to Holly Energy Partners or operating income, as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a widely used financial indicator used by investors and analysts to measure performance. EBITDA is also used by our management for internal analysis and as a basis for compliance with financial covenants. See our calculation of EBITDA under Item 6, “Selected Financial Data.”
|
(3)
|
Distributable cash flow is not a calculation based upon GAAP. However, the amounts included in the calculation are derived from amounts presented in our consolidated financial statements, with the general exception of maintenance capital expenditures. Distributable cash flow should not be considered in isolation or as an alternative to net income or operating income as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. Distributable cash flow is not necessarily comparable to similarly titled measures of other companies. Distributable cash flow is presented here because it is a widely accepted financial indicator used by investors to compare partnership performance. It is also used by management for internal analysis and for our performance units. We believe that this measure provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating. See our calculation of distributable cash flow under Item 6, “Selected Financial Data.”
|
|
Years Ended December 31,
|
||||||
Equity Method Investment
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
SLC Pipeline LLC
|
$
|
—
|
|
|
$
|
2,267
|
|
Frontier Aspen LLC
|
—
|
|
|
4,089
|
|
||
Osage Pipe Line Company, LLC
|
1,961
|
|
|
2,447
|
|
||
Cheyenne Pipeline LLC
|
3,864
|
|
|
3,707
|
|
||
Total
|
$
|
5,825
|
|
|
$
|
12,510
|
|
|
Years Ended December 31,
|
||||||
Equity Method Investment
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
SLC Pipeline LLC
|
$
|
2,267
|
|
|
$
|
4,508
|
|
Frontier Aspen LLC
|
4,089
|
|
|
4,130
|
|
||
Osage Pipe Line Company, LLC
|
2,447
|
|
|
3,250
|
|
||
Cheyenne Pipeline LLC
|
3,707
|
|
|
2,325
|
|
||
Total
|
$
|
12,510
|
|
|
$
|
14,213
|
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
|
(In thousands)
|
||||||
Credit Agreement
|
|
$
|
923,000
|
|
|
$
|
1,012,000
|
|
|
|
|
|
|
||||
6% Senior Notes
|
|
|
|
|
||||
Principal
|
|
500,000
|
|
|
500,000
|
|
||
Unamortized debt issuance costs
|
|
(4,100
|
)
|
|
(4,692
|
)
|
||
|
|
495,900
|
|
|
495,308
|
|
||
|
|
|
|
|
||||
Total long-term debt
|
|
$
|
1,418,900
|
|
|
$
|
1,507,308
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
Over 5
Years
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Long-term debt – principal
|
|
$
|
1,423,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
923,000
|
|
|
$
|
500,000
|
|
Long-term debt - interest
|
|
313,303
|
|
|
70,784
|
|
|
141,568
|
|
|
83,451
|
|
|
17,500
|
|
|||||
Site service fees
|
|
246,180
|
|
|
5,286
|
|
|
10,573
|
|
|
10,573
|
|
|
219,748
|
|
|||||
Pipeline operating lease
|
|
55,814
|
|
|
6,566
|
|
|
13,133
|
|
|
13,133
|
|
|
22,982
|
|
|||||
Right-of-way agreements and other
|
|
21,095
|
|
|
5,828
|
|
|
6,739
|
|
|
3,072
|
|
|
5,456
|
|
|||||
Total
|
|
$
|
2,059,392
|
|
|
$
|
88,464
|
|
|
$
|
172,013
|
|
|
$
|
1,033,229
|
|
|
$
|
765,686
|
|
•
|
the customer receiving the future services provided by these billings,
|
•
|
the period in which the customer was contractually allowed to receive the services expired, or
|
•
|
our determination that we would not be required to provide services within the allowed period.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
Reference
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
3,045
|
|
|
$
|
7,776
|
|
Accounts receivable:
|
|
|
|
|
||||
Trade
|
|
12,332
|
|
|
12,803
|
|
||
Affiliates
|
|
46,786
|
|
|
51,501
|
|
||
|
|
59,118
|
|
|
64,304
|
|
||
Prepaid and other current assets
|
|
4,311
|
|
|
2,311
|
|
||
Total current assets
|
|
66,474
|
|
|
74,391
|
|
||
|
|
|
|
|
||||
Properties and equipment, net
|
|
1,538,655
|
|
|
1,569,471
|
|
||
Intangible assets, net
|
|
115,329
|
|
|
129,463
|
|
||
Goodwill
|
|
270,336
|
|
|
266,716
|
|
||
Equity method investments
|
|
83,840
|
|
|
85,279
|
|
||
Other assets
|
|
27,906
|
|
|
28,794
|
|
||
Total assets
|
|
$
|
2,102,540
|
|
|
$
|
2,154,114
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable:
|
|
|
|
|
||||
Trade
|
|
$
|
16,435
|
|
|
$
|
14,547
|
|
Affiliates
|
|
14,222
|
|
|
7,725
|
|
||
|
|
30,657
|
|
|
22,272
|
|
||
|
|
|
|
|
||||
Accrued interest
|
|
13,302
|
|
|
13,256
|
|
||
Deferred revenue
|
|
8,697
|
|
|
9,598
|
|
||
Accrued property taxes
|
|
1,779
|
|
|
4,652
|
|
||
Other current liabilities
|
|
3,462
|
|
|
5,707
|
|
||
Total current liabilities
|
|
57,897
|
|
|
55,485
|
|
||
|
|
|
|
|
||||
Long-term debt
|
|
1,418,900
|
|
|
1,507,308
|
|
||
Other long-term liabilities
|
|
15,307
|
|
|
15,843
|
|
||
Deferred revenue
|
|
48,714
|
|
|
47,272
|
|
||
|
|
|
|
|
||||
Class B unit
|
|
46,161
|
|
|
43,141
|
|
||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Partners’ equity:
|
|
|
|
|
||||
Common unitholders (105,440,201 and 101,568,955 units issued and outstanding
at December 31, 2018 and 2017, respectively)
|
|
427,435
|
|
|
393,959
|
|
||
Total partners’ equity
|
|
427,435
|
|
|
393,959
|
|
||
Noncontrolling interest
|
|
88,126
|
|
|
91,106
|
|
||
Total equity
|
|
515,561
|
|
|
485,065
|
|
||
Total liabilities and equity
|
|
$
|
2,102,540
|
|
|
$
|
2,154,114
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Affiliates
|
|
$
|
397,808
|
|
|
$
|
377,136
|
|
|
$
|
333,116
|
|
Third parties
|
|
108,412
|
|
|
77,226
|
|
|
68,927
|
|
|||
|
|
506,220
|
|
|
454,362
|
|
|
402,043
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Operations (exclusive of depreciation and amortization)
|
|
146,430
|
|
|
137,605
|
|
|
123,986
|
|
|||
Depreciation and amortization
|
|
98,492
|
|
|
79,278
|
|
|
70,428
|
|
|||
General and administrative
|
|
11,040
|
|
|
14,323
|
|
|
12,532
|
|
|||
|
|
255,962
|
|
|
231,206
|
|
|
206,946
|
|
|||
Operating income
|
|
250,258
|
|
|
223,156
|
|
|
195,097
|
|
|||
|
|
|
|
|
|
|
||||||
Other income (expense):
|
|
|
|
|
|
|
||||||
Equity in earnings of equity method investments
|
|
5,825
|
|
|
12,510
|
|
|
14,213
|
|
|||
Interest expense
|
|
(71,899
|
)
|
|
(58,448
|
)
|
|
(52,552
|
)
|
|||
Interest income
|
|
2,108
|
|
|
491
|
|
|
440
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
(12,225
|
)
|
|
—
|
|
|||
Remeasurement gain on preexisting equity interests
|
|
—
|
|
|
36,254
|
|
|
—
|
|
|||
Gain on sale of assets and other
|
|
121
|
|
|
422
|
|
|
677
|
|
|||
|
|
(63,845
|
)
|
|
(20,996
|
)
|
|
(37,222
|
)
|
|||
Income before income taxes
|
|
186,413
|
|
|
202,160
|
|
|
157,875
|
|
|||
State income tax expense
|
|
(26
|
)
|
|
(249
|
)
|
|
(285
|
)
|
|||
Net income
|
|
186,387
|
|
|
201,911
|
|
|
157,590
|
|
|||
Allocation of net loss attributable to Predecessor
|
|
—
|
|
|
—
|
|
|
10,657
|
|
|||
Allocation of net income attributable to noncontrolling interests
|
|
(7,540
|
)
|
|
(6,871
|
)
|
|
(10,006
|
)
|
|||
Net income attributable to the partners
|
|
178,847
|
|
|
195,040
|
|
|
158,241
|
|
|||
General partner interest in net income attributable to the Partnership, including incentive distributions
|
|
—
|
|
|
(35,047
|
)
|
|
(57,173
|
)
|
|||
Limited partners’ interest in net income
|
|
$
|
178,847
|
|
|
$
|
159,993
|
|
|
$
|
101,068
|
|
Limited partners’ per unit interest in earnings—basic and diluted
|
|
$
|
1.70
|
|
|
$
|
2.28
|
|
|
$
|
1.69
|
|
Weighted average limited partners’ units outstanding
|
|
105,042
|
|
|
70,291
|
|
|
59,872
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
|
$
|
186,387
|
|
|
$
|
201,911
|
|
|
$
|
157,590
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Change in fair value of cash flow hedging instruments
|
|
—
|
|
|
88
|
|
|
(607
|
)
|
|||
Reclassification adjustment to net income on partial settlement of cash flow hedge
|
|
—
|
|
|
(179
|
)
|
|
508
|
|
|||
Other comprehensive loss
|
|
—
|
|
|
(91
|
)
|
|
(99
|
)
|
|||
Comprehensive income before noncontrolling interest
|
|
186,387
|
|
|
201,820
|
|
|
157,491
|
|
|||
Allocation of net loss attributable to Predecessor
|
|
—
|
|
|
—
|
|
|
10,657
|
|
|||
Allocation of comprehensive income to noncontrolling interests
|
|
(7,540
|
)
|
|
(6,871
|
)
|
|
(10,006
|
)
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income attributable to the partners
|
|
$
|
178,847
|
|
|
$
|
194,949
|
|
|
$
|
158,142
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
186,387
|
|
|
$
|
201,911
|
|
|
$
|
157,590
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
98,492
|
|
|
79,278
|
|
|
70,428
|
|
|||
Gain on sale of assets
|
|
(196
|
)
|
|
(319
|
)
|
|
(150
|
)
|
|||
Remeasurement gain on preexisting equity interests
|
|
—
|
|
|
(36,254
|
)
|
|
—
|
|
|||
Amortization of deferred charges
|
|
3,041
|
|
|
3,063
|
|
|
3,247
|
|
|||
Equity-based compensation expense
|
|
3,203
|
|
|
2,520
|
|
|
3,519
|
|
|||
Equity in earnings of equity method investments, net of distributions
|
|
(149
|
)
|
|
1,450
|
|
|
(2,032
|
)
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
12,225
|
|
|
—
|
|
|||
(Increase) decrease in operating assets:
|
|
|
|
|
|
|
||||||
Accounts receivable—trade
|
|
471
|
|
|
(38
|
)
|
|
279
|
|
|||
Accounts receivable—affiliates
|
|
4,715
|
|
|
(8,939
|
)
|
|
(10,080
|
)
|
|||
Prepaid and other current assets
|
|
(2,000
|
)
|
|
830
|
|
|
1,598
|
|
|||
Increase (decrease) in operating liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable—trade
|
|
(329
|
)
|
|
(1,975
|
)
|
|
(365
|
)
|
|||
Accounts payable—affiliates
|
|
6,497
|
|
|
(8,699
|
)
|
|
(16
|
)
|
|||
Accrued interest
|
|
46
|
|
|
(4,813
|
)
|
|
11,317
|
|
|||
Deferred revenue
|
|
1,862
|
|
|
(1,267
|
)
|
|
7,058
|
|
|||
Accrued property taxes
|
|
(2,873
|
)
|
|
(2,179
|
)
|
|
1,633
|
|
|||
Other current liabilities
|
|
(2,081
|
)
|
|
2,091
|
|
|
(553
|
)
|
|||
Other, net
|
|
(1,873
|
)
|
|
(398
|
)
|
|
75
|
|
|||
Net cash provided by operating activities
|
|
295,213
|
|
|
238,487
|
|
|
243,548
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Additions to properties and equipment
|
|
(47,300
|
)
|
|
(44,810
|
)
|
|
(59,704
|
)
|
|||
Business and asset acquisitions
|
|
(5,051
|
)
|
|
—
|
|
|
(44,119
|
)
|
|||
Purchase of interest in Cheyenne Pipeline
|
|
—
|
|
|
—
|
|
|
(42,627
|
)
|
|||
Purchase of controlling interests in SLC Pipeline and Frontier Aspen
|
|
(1,790
|
)
|
|
(245,446
|
)
|
|
—
|
|
|||
Proceeds from sale of assets
|
|
210
|
|
|
849
|
|
|
427
|
|
|||
Distributions in excess of equity in earnings of equity investments
|
|
1,588
|
|
|
3,134
|
|
|
2,993
|
|
|||
Net cash used for investing activities
|
|
(52,343
|
)
|
|
(286,273
|
)
|
|
(143,030
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Borrowings under credit agreement
|
|
337,000
|
|
|
969,000
|
|
|
554,000
|
|
|||
Repayments of credit agreement borrowings
|
|
(426,000
|
)
|
|
(510,000
|
)
|
|
(713,000
|
)
|
|||
Redemption of 6.5% Senior Notes
|
|
—
|
|
|
(309,750
|
)
|
|
—
|
|
|||
Proceeds from issuance of 6% Senior Notes
|
|
—
|
|
|
101,750
|
|
|
394,000
|
|
|||
Proceeds from issuance of common units
|
|
114,771
|
|
|
52,110
|
|
|
125,870
|
|
|||
Contributions from general partner
|
|
882
|
|
|
1,072
|
|
|
2,577
|
|
|||
Distributions to HEP unitholders
|
|
(264,979
|
)
|
|
(234,575
|
)
|
|
(192,037
|
)
|
|||
Distributions to noncontrolling interest
|
|
(7,500
|
)
|
|
(6,500
|
)
|
|
(5,750
|
)
|
|||
Distribution to HFC for acquisitions
|
|
|
|
|
—
|
|
|
(317,500
|
)
|
|||
Contributions from HFC for acquisitions
|
|
—
|
|
|
—
|
|
|
51,262
|
|
|||
Contributions to HFC for El Dorado Operating Tanks
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
|||
Distributions to HFC for Osage acquisition
|
|
—
|
|
|
—
|
|
|
(1,245
|
)
|
|||
Purchase of units for incentive grants
|
|
—
|
|
|
—
|
|
|
(3,521
|
)
|
|||
Units withheld for tax withholding obligations
|
|
(568
|
)
|
|
(605
|
)
|
|
(800
|
)
|
|||
Deferred financing costs
|
|
6
|
|
|
(9,382
|
)
|
|
(3,995
|
)
|
|||
Other
|
|
(1,213
|
)
|
|
(1,112
|
)
|
|
(1,735
|
)
|
|||
Net cash provided by (used for) financing activities
|
|
(247,601
|
)
|
|
51,905
|
|
|
(111,874
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
|
|
|
|
|
||||||
Increase (decrease) for the year
|
|
(4,731
|
)
|
|
4,119
|
|
|
(11,356
|
)
|
|||
Beginning of year
|
|
7,776
|
|
|
3,657
|
|
|
15,013
|
|
|||
End of year
|
|
$
|
3,045
|
|
|
$
|
7,776
|
|
|
$
|
3,657
|
|
|
|
Holly Energy Partners, L.P. Partners’ Equity (Deficit):
|
|
|
|
|
||||||||||||||
|
|
Common
Units
|
|
General
Partner
Interest
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Noncontrolling
Interest
|
|
Total
|
||||||||||
Balance December 31, 2015
|
|
$
|
428,019
|
|
|
$
|
103,584
|
|
|
$
|
190
|
|
|
$
|
94,429
|
|
|
$
|
626,222
|
|
Issuance of common units
|
|
125,870
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,870
|
|
|||||
Capital contribution
|
|
—
|
|
|
2,577
|
|
|
—
|
|
|
—
|
|
|
2,577
|
|
|||||
Distributions to HEP unitholders
|
|
(138,779
|
)
|
|
(53,258
|
)
|
|
—
|
|
|
—
|
|
|
(192,037
|
)
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,750
|
)
|
|
(5,750
|
)
|
|||||
Contribution from HFC for acquisitions
|
|
—
|
|
|
82,549
|
|
|
—
|
|
|
—
|
|
|
82,549
|
|
|||||
Distribution to HFC for acquisitions
|
|
—
|
|
|
(317,500
|
)
|
|
—
|
|
|
—
|
|
|
(317,500
|
)
|
|||||
Purchase of units for incentive grants
|
|
(3,521
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,521
|
)
|
|||||
Amortization of restricted and performance units
|
|
3,519
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,519
|
|
|||||
Class B unit accretion
|
|
(6,250
|
)
|
|
(128
|
)
|
|
—
|
|
|
—
|
|
|
(6,378
|
)
|
|||||
Other
|
|
(800
|
)
|
|
(451
|
)
|
|
—
|
|
|
—
|
|
|
(1,251
|
)
|
|||||
Net income
|
|
102,917
|
|
|
49,795
|
|
|
—
|
|
|
4,878
|
|
|
157,590
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|
—
|
|
|
(99
|
)
|
|||||
Balance December 31, 2016
|
|
$
|
510,975
|
|
|
$
|
(132,832
|
)
|
|
$
|
91
|
|
|
$
|
93,557
|
|
|
$
|
471,791
|
|
Issuance of common units
|
|
52,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,100
|
|
|||||
Capital contribution
|
|
—
|
|
|
1,072
|
|
|
—
|
|
|
—
|
|
|
1,072
|
|
|||||
Distributions to HEP unitholders
|
|
(181,439
|
)
|
|
(53,136
|
)
|
|
—
|
|
|
—
|
|
|
(234,575
|
)
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,500
|
)
|
|
(6,500
|
)
|
|||||
Distribution to HFC for acquisitions
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
|||||
Amortization of restricted and performance units
|
|
2,520
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,520
|
|
|||||
Class B unit accretion
|
|
(2,780
|
)
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
(2,822
|
)
|
|||||
Other
|
|
(238
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(238
|
)
|
|||||
Net income
|
|
162,815
|
|
|
35,047
|
|
|
—
|
|
|
4,049
|
|
|
201,911
|
|
|||||
Equity restructuring transaction
|
|
(149,994
|
)
|
|
149,994
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|
—
|
|
|
(91
|
)
|
|||||
Balance December 31, 2017
|
|
$
|
393,959
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91,106
|
|
|
$
|
485,065
|
|
Issuance of common units
|
|
114,771
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114,771
|
|
|||||
Distributions to HEP unitholders
|
|
(264,979
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(264,979
|
)
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,500
|
)
|
|
(7,500
|
)
|
|||||
Amortization of restricted and performance units
|
|
3,203
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,203
|
|
|||||
Class B unit accretion
|
|
(3,020
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,020
|
)
|
|||||
Other
|
|
1,634
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,634
|
|
|||||
Net income
|
|
181,867
|
|
|
—
|
|
|
—
|
|
|
4,520
|
|
|
186,387
|
|
|||||
Balance December 31, 2018
|
|
$
|
427,435
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
88,126
|
|
|
$
|
515,561
|
|
Note 1:
|
Description of Business and Summary of Significant Accounting Policies
|
•
|
26 main pipeline segments
|
•
|
Crude gathering networks in Texas and New Mexico
|
•
|
10 refined product terminals
|
•
|
1 crude terminal
|
•
|
31,800 track feet of rail storage located at two facilities
|
•
|
7 locations with truck and/or rail racks
|
•
|
Tankage at all six of HFC's refining facility locations
|
|
|
Balance at December 31, 2018
|
||||||||||
|
|
Underlying Equity
|
|
Recorded Investment Balance
|
|
Difference
|
||||||
|
|
(in thousands)
|
||||||||||
Equity Method Investments
|
|
|
|
|
|
|
||||||
Osage Pipe Line Company, LLC
|
|
$
|
9,964
|
|
|
$
|
40,483
|
|
|
$
|
(30,519
|
)
|
Cheyenne Pipeline LLC
|
|
29,358
|
|
|
43,357
|
|
|
(13,999
|
)
|
|||
Total
|
|
$
|
39,322
|
|
|
$
|
83,840
|
|
|
$
|
(44,518
|
)
|
|
|
Balance at December 31, 2017
|
||||||||||
|
|
Underlying Equity
|
|
Recorded Investment Balance
|
|
Difference
|
||||||
|
|
(in thousands)
|
||||||||||
Equity Method Investments
|
|
|
|
|
|
|
||||||
Osage Pipe Line Company, LLC
|
|
$
|
10,631
|
|
|
$
|
42,071
|
|
|
$
|
(31,440
|
)
|
Cheyenne Pipeline LLC
|
|
28,706
|
|
|
43,208
|
|
|
(14,502
|
)
|
|||
Total
|
|
$
|
39,337
|
|
|
$
|
85,279
|
|
|
$
|
(45,942
|
)
|
•
|
the customer receiving the future services provided by these billings,
|
•
|
the period in which the customer was contractually allowed to receive the services expired, or
|
•
|
our determination that we would not be required to provide services within the allowed period.
|
Note 2:
|
Acquisitions
|
|
(in thousands)
|
||
Cash and cash equivalents
|
$
|
4,609
|
|
Accounts receivable
|
5,164
|
|
|
Prepaid and other current assets
|
8
|
|
|
Properties and equipment
|
275,061
|
|
|
Intangible assets
|
70,182
|
|
|
Goodwill
|
13,845
|
|
|
Accounts payable
|
(3,598
|
)
|
|
Accrued property taxes
|
(1,438
|
)
|
|
Net assets acquired
|
$
|
363,833
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(in thousands)
|
||||||
Revenues
|
|
$
|
489,382
|
|
|
$
|
445,017
|
|
Net income attributable to the partners
|
|
$
|
161,900
|
|
|
$
|
162,862
|
|
(1)
|
To retrospectively reflect depreciation and amortization of intangible assets based on the preliminary fair value of the assets as if that fair value had been reflected January 1, 2016;
|
(2)
|
To eliminate HEP's equity income previously recorded on its equity method investments in SLC Pipeline and Frontier Aspen; and
|
(3)
|
To eliminate the remeasurement gain on preexisting equity interests in SLC Pipeline and Frontier Aspen.
|
Note 3:
|
Revenues
|
|
|
Prior to Adoption
|
|
Increase (Decrease)
|
|
As Adjusted
|
||||||
|
|
(In thousands)
|
||||||||||
Deferred revenue
|
|
$
|
9,598
|
|
|
$
|
(1,320
|
)
|
|
$
|
8,278
|
|
Partners’ equity: Common unitholders
|
|
$
|
393,959
|
|
|
$
|
1,320
|
|
|
$
|
395,279
|
|
|
|
December 31,
2018 |
|
January 1,
2018 |
||||
|
|
(In thousands)
|
||||||
Contract assets
|
|
$
|
1,818
|
|
|
$
|
—
|
|
Contract liabilities
|
|
$
|
(1,821
|
)
|
|
$
|
(2,713
|
)
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In thousands)
|
||||||||||
Pipelines
|
|
$
|
283,507
|
|
|
$
|
235,040
|
|
|
$
|
232,634
|
|
Terminals, tanks and loading racks
|
|
147,534
|
|
|
142,418
|
|
|
136,365
|
|
|||
Refinery processing units
|
|
75,179
|
|
|
76,904
|
|
|
33,044
|
|
|||
|
|
$
|
506,220
|
|
|
$
|
454,362
|
|
|
$
|
402,043
|
|
Note 4:
|
Financial Instruments
|
•
|
(Level 1) Quoted prices in active markets for identical assets or liabilities.
|
•
|
(Level 2) Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data.
|
•
|
(Level 3) Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes valuation techniques that involve significant unobservable inputs.
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
Financial Instrument
|
|
Fair Value Input Level
|
|
Carrying
Value
|
|
Fair Value
|
|
Carrying
Value
|
|
Fair Value
|
||||||||
|
|
|
|
(In thousands)
|
||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
6.0% Senior Notes
|
|
Level 2
|
|
$
|
495,900
|
|
|
$
|
488,310
|
|
|
$
|
495,308
|
|
|
$
|
525,120
|
|
Note 5:
|
Properties and Equipment
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
|
(In thousands)
|
||||||
Pipelines, terminals and tankage
|
|
$
|
1,571,338
|
|
|
$
|
1,541,722
|
|
Refinery assets
|
|
347,338
|
|
|
347,338
|
|
||
Land and right of way
|
|
86,298
|
|
|
86,484
|
|
||
Construction in progress
|
|
23,482
|
|
|
12,029
|
|
||
Other
|
|
41,250
|
|
|
35,659
|
|
||
|
|
2,069,706
|
|
|
2,023,232
|
|
||
Less accumulated depreciation
|
|
531,051
|
|
|
453,761
|
|
||
|
|
$
|
1,538,655
|
|
|
$
|
1,569,471
|
|
Note 6:
|
Intangible Assets
|
|
|
Useful Life
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
|
|
|
(In thousands)
|
||||||
Delek transportation agreement
|
|
30 years
|
|
$
|
59,933
|
|
|
$
|
59,933
|
|
HFC transportation agreements
|
|
10-15 years
|
|
75,131
|
|
|
75,131
|
|
||
Customer relationships
|
|
10 years
|
|
69,683
|
|
|
69,282
|
|
||
Other
|
|
|
|
50
|
|
|
50
|
|
||
|
|
|
|
204,797
|
|
|
204,396
|
|
||
Less accumulated amortization
|
|
|
|
89,468
|
|
|
74,933
|
|
||
|
|
|
|
$
|
115,329
|
|
|
$
|
129,463
|
|
Note 7:
|
Employees, Retirement and Incentive Plans
|
Restricted and Phantom Units
|
|
Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|||
Outstanding at January 1, 2018 (nonvested)
|
|
119,009
|
|
|
$
|
34.77
|
|
Granted
|
|
93,955
|
|
|
29.30
|
|
|
Vesting and transfer of common units to recipients
|
|
(72,537
|
)
|
|
34.20
|
|
|
Forfeited
|
|
(2,411
|
)
|
|
34.63
|
|
|
Outstanding at December 31, 2018 (nonvested)
|
|
138,016
|
|
|
$
|
31.35
|
|
Performance Units
|
|
Units
|
|
Outstanding at January 1, 2018 (nonvested)
|
|
36,911
|
|
Granted
|
|
19,120
|
|
Vesting and transfer of common units to recipients
|
|
(4,283
|
)
|
Outstanding at December 31, 2018 (nonvested)
|
|
51,748
|
|
Note 8:
|
Debt
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
|
(In thousands)
|
||||||
Credit Agreement
|
|
|
|
|
||||
Amount outstanding
|
|
$
|
923,000
|
|
|
$
|
1,012,000
|
|
|
|
|
|
|
||||
6% Senior Notes
|
|
|
|
|
||||
Principal
|
|
500,000
|
|
|
500,000
|
|
||
Unamortized debt issuance costs
|
|
(4,100
|
)
|
|
(4,692
|
)
|
||
|
|
495,900
|
|
|
495,308
|
|
||
|
|
|
|
|
||||
Total long-term debt
|
|
$
|
1,418,900
|
|
|
$
|
1,507,308
|
|
Years Ending December 31,
|
|
(In thousands)
|
||
2019
|
|
$
|
—
|
|
2020
|
|
—
|
|
|
2021
|
|
—
|
|
|
2022
|
|
923,000
|
|
|
2023
|
|
—
|
|
|
Thereafter
|
|
500,000
|
|
|
Total
|
|
$
|
1,423,000
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In thousands)
|
||||||||||
Interest on outstanding debt:
|
|
|
|
|
|
|
||||||
Credit Agreement, net of interest on interest rate swaps
|
|
$
|
37,266
|
|
|
$
|
28,928
|
|
|
$
|
17,621
|
|
6% Senior Notes
|
|
30,000
|
|
|
25,813
|
|
|
10,811
|
|
|||
6.5% Senior Notes
|
|
—
|
|
|
—
|
|
|
19,507
|
|
|||
Amortization of discount and deferred debt issuance costs
|
|
3,041
|
|
|
3,063
|
|
|
3,246
|
|
|||
Commitment fees and other
|
|
1,904
|
|
|
1,648
|
|
|
2,069
|
|
|||
Total interest incurred
|
|
72,211
|
|
|
59,452
|
|
|
53,254
|
|
|||
Less capitalized interest
|
|
312
|
|
|
1,004
|
|
|
702
|
|
|||
Net interest expense
|
|
$
|
71,899
|
|
|
$
|
58,448
|
|
|
$
|
52,552
|
|
Cash paid for interest
|
|
$
|
69,112
|
|
|
$
|
62,395
|
|
|
$
|
38,530
|
|
Years Ending December 31,
|
(in thousands)
|
||
2019
|
$
|
1,069
|
|
2020
|
589
|
|
|
2021
|
140
|
|
|
Total minimum lease payments
|
1,798
|
|
|
Less amount representing interest
|
(109
|
)
|
|
Capital lease obligations
|
$
|
1,689
|
|
Note 9:
|
Commitments and Contingencies
|
Years Ending December 31,
|
(In thousands)
|
||
2019
|
$
|
7,252
|
|
2020
|
7,196
|
|
|
2021
|
7,147
|
|
|
2022
|
7,127
|
|
|
2023
|
7,045
|
|
|
Thereafter
|
24,619
|
|
|
Total
|
$
|
60,386
|
|
Years Ending December 31,
|
(In thousands)
|
||
2019
|
$
|
9,360
|
|
2020
|
7,683
|
|
|
2021
|
7,689
|
|
|
2022
|
7,069
|
|
|
2023
|
5,536
|
|
|
Thereafter
|
223,567
|
|
|
Total
|
$
|
260,904
|
|
Note 10:
|
Significant Customers
|
|
Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
HFC
|
79
|
%
|
|
83
|
%
|
|
83
|
%
|
Delek
|
7
|
%
|
|
8
|
%
|
|
8
|
%
|
Note 11:
|
Related Party Transactions
|
•
|
Revenues received from HFC were
$397.8 million
,
$377.1 million
and
$333.1 million
for the
years ended December 31, 2018, 2017 and 2016
, respectively.
|
•
|
HFC charged us general and administrative services under the Omnibus Agreement of
$2.5 million
for each of the years ended
December 31, 2018
,
2017
and
2016
.
|
•
|
We reimbursed HFC for costs of employees supporting our operations of
$51.7 million
,
$46.6 million
and
$40.9 million
for the
years ended December 31, 2018, 2017 and 2016
, respectively.
|
•
|
HFC reimbursed us
$10.0 million
,
$7.2 million
and
$14.0 million
for the
years ended December 31, 2018, 2017 and 2016
, respectively, for expense and capital projects.
|
•
|
We distributed
$146.8 million
, in the year ended
December 31, 2018
to HFC as regular distributions on its common units and
$130.7 million
and
$105.2 million
in the years ended
December 31, 2017
and
2016
, respectively, to HFC as regular distributions on its common units and general partner interest, including general partner incentive distributions.
|
•
|
Accounts receivable from HFC were
$46.8 million
and
$51.5 million
at
December 31, 2018
and
2017
, respectively.
|
•
|
Accounts payable to HFC were
$14.2 million
and
$7.7 million
at
December 31, 2018
and
2017
, respectively.
|
•
|
Revenues for the
years ended December 31, 2018, 2017 and 2016
include
$3.1 million
,
$4.8 million
and
$6.1 million
, respectively, of shortfall payments billed to HFC in
2017
,
2016
and
2015
, respectively. Deferred revenue in the consolidated balance sheets at
December 31, 2018
and
2017
, includes
$1.7 million
and
$4.4 million
, respectively, relating to certain shortfall billings to HFC.
|
•
|
We received lease payments from HFC for use of our Artesia and Tulsa railyards of
$2.0 million
,
$0.5 million
and
$0.5 million
for the years ended
December 31, 2018
,
2017
and
2016
, respectively.
|
•
|
On February 22, 2016, HFC obtained a
50%
membership interest in Osage in a non-monetary exchange, whereby a subsidiary of Magellan will provide terminalling services for all HFC products originating in Artesia, New Mexico that require terminalling in or through El Paso, Texas. Concurrent with this transaction, we entered into a non-monetary exchange with HFC, whereby we received HFC’s interest in Osage in exchange for our El Paso terminal. See Note 2 for a description of this transaction.
|
•
|
On March 31, 2016, we acquired crude oil tanks located at HFC’s Tulsa refinery from an affiliate of Plains for
$39.5 million
. See Note 2 for a description of this transaction.
|
•
|
Effective October 1, 2016, we acquired all the membership interests of Woods Cross Operating, a wholly owned subsidiary of HFC, which owns the newly constructed atmospheric distillation tower, fluid catalytic cracking unit, and polymerization unit located at HFC’s Woods Cross refinery, for cash consideration of
$278 million
. See Note 2 for a description of this transaction.
|
•
|
On October 31, 2017, we closed on an equity restructuring transaction with HEP Logistics, a wholly-owned subsidiary of HFC and the general partner of HEP, pursuant to which the incentive distribution rights held by HEP Logistics were canceled, and HEP Logistics' 2% general partner interest in HEP was converted into a non-economic general partner interest in HEP. In consideration, we issued
37,250,000
of our common units to HEP Logistics. In addition, HEP Logistics agreed to waive
$2.5 million
of limited partner cash distributions for each of twelve consecutive quarters beginning with the first quarter the units issued as consideration were eligible to receive distributions.
|
Note 12:
|
Partners’ Equity, Income Allocations and Cash Distributions
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In thousands)
|
||||||||||
General partner interest in net income
|
|
$
|
—
|
|
|
$
|
919
|
|
|
$
|
3,165
|
|
General partner incentive distribution
|
|
—
|
|
|
34,128
|
|
|
54,008
|
|
|||
Net loss attributable to Predecessor
|
|
—
|
|
|
—
|
|
|
(10,657
|
)
|
|||
Total general partner interest in net income
|
|
$
|
—
|
|
|
$
|
35,047
|
|
|
$
|
46,516
|
|
|
|
Total Quarterly Distribution
|
|
Marginal Percentage Interest in Distributions
|
||
|
|
Target Amount
|
|
Unitholders
|
|
General Partner
|
Minimum quarterly distribution
|
|
$0.25
|
|
98%
|
|
2%
|
First target distribution
|
|
Up to $0.275
|
|
98%
|
|
2%
|
Second target distribution
|
|
above $0.275 up to $0.3125
|
|
85%
|
|
15%
|
Third target distribution
|
|
above $0.3125 up to $0.375
|
|
75%
|
|
25%
|
Thereafter
|
|
Above $0.375
|
|
50%
|
|
50%
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In thousands, except per unit data)
|
||||||||||
General partner interest in distribution
|
|
$
|
—
|
|
|
$
|
2,335
|
|
|
$
|
4,088
|
|
General partner incentive distribution
|
|
—
|
|
|
34,128
|
|
|
54,008
|
|
|||
Total general partner distribution
|
|
—
|
|
|
36,463
|
|
|
58,096
|
|
|||
Limited partner distribution
|
|
269,284
|
|
|
206,846
|
|
|
143,796
|
|
|||
Total regular quarterly cash distribution
|
|
$
|
269,284
|
|
|
$
|
243,309
|
|
|
$
|
201,892
|
|
Cash distribution per unit applicable to limited partners
|
|
$
|
2.6475
|
|
|
$
|
2.5475
|
|
|
$
|
2.3625
|
|
Note 13:
|
Net Income Per Limited Partner Unit
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Net income attributable to the partners
|
|
$
|
178,847
|
|
|
$
|
195,040
|
|
|
$
|
158,241
|
|
Less: General partner’s distribution declared (including IDRs)
|
|
—
|
|
|
(36,463
|
)
|
|
(58,096
|
)
|
|||
Limited partner’s distribution declared on common units
|
|
(269,284
|
)
|
|
(206,846
|
)
|
|
(143,796
|
)
|
|||
Distributions in excess of net income attributable to the partners
|
|
$
|
(90,437
|
)
|
|
$
|
(48,269
|
)
|
|
$
|
(43,651
|
)
|
|
|
General Partner (including IDRs)
|
|
Limited Partners’ Common Units
|
|
Total
|
||||||
|
|
(In thousands, except per unit data)
|
||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
||||||
Net income attributable to the partners:
|
|
|
|
|
|
|
||||||
Distributions declared
|
|
$
|
—
|
|
|
$
|
269,284
|
|
|
$
|
269,284
|
|
Distributions in excess of net income attributable to partnership
|
|
—
|
|
|
(90,437
|
)
|
|
(90,437
|
)
|
|||
Net income attributable to the partners
|
|
$
|
—
|
|
|
$
|
178,847
|
|
|
$
|
178,847
|
|
Weighted average limited partners' units outstanding
|
|
|
|
105,042
|
|
|
|
|||||
Limited partners' per unit interest in earnings - basic and diluted
|
|
|
|
$
|
1.70
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
||||||
Net income attributable to the partners:
|
|
|
|
|
|
|
||||||
Distributions declared
|
|
$
|
36,463
|
|
|
$
|
206,846
|
|
|
$
|
243,309
|
|
Distributions in excess of net income attributable to partnership
|
|
(1,416
|
)
|
|
(46,853
|
)
|
|
(48,269
|
)
|
|||
Net income attributable to the partners
|
|
$
|
35,047
|
|
|
$
|
159,993
|
|
|
$
|
195,040
|
|
Weighted average limited partners' units outstanding
|
|
|
|
70,291
|
|
|
|
|||||
Limited partners' per unit interest in earnings - basic and diluted
|
|
|
|
$
|
2.28
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
||||||
Net income attributable to the partners:
|
|
|
|
|
|
|
||||||
Distributions declared
|
|
$
|
58,096
|
|
|
$
|
143,796
|
|
|
$
|
201,892
|
|
Distributions in excess of net income attributable to partnership
|
|
(873
|
)
|
|
(42,778
|
)
|
|
(43,651
|
)
|
|||
Net income attributable to the partners
|
|
$
|
57,223
|
|
|
$
|
101,018
|
|
|
$
|
158,241
|
|
Weighted average limited partners' units outstanding
|
|
|
|
59,872
|
|
|
|
|||||
Limited partners' per unit interest in earnings - basic and diluted
|
|
|
|
$
|
1.69
|
|
|
|
Note 14:
|
Environmental
|
Note 15:
|
Operating Segments
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Pipelines and terminals - affiliate
|
|
$
|
322,629
|
|
|
$
|
300,232
|
|
|
$
|
300,072
|
|
Pipelines and terminals - third-party
|
|
108,412
|
|
|
77,226
|
|
|
68,927
|
|
|||
Refinery processing units - affiliate
|
|
75,179
|
|
|
76,904
|
|
|
33,044
|
|
|||
Total segment revenues
|
|
$
|
506,220
|
|
|
$
|
454,362
|
|
|
$
|
402,043
|
|
|
|
|
|
|
|
|
||||||
Segment operating income:
|
|
|
|
|
|
|
||||||
Pipelines and terminals
|
|
$
|
230,116
|
|
|
$
|
204,970
|
|
|
$
|
204,923
|
|
Refinery processing units
|
|
31,182
|
|
|
32,509
|
|
|
2,706
|
|
|||
Total segment operating income
|
|
261,298
|
|
|
237,479
|
|
|
207,629
|
|
|||
Unallocated general and administrative expenses
|
|
(11,040
|
)
|
|
(14,323
|
)
|
|
(12,532
|
)
|
|||
Interest and financing costs, net
|
|
(69,791
|
)
|
|
(57,957
|
)
|
|
(52,112
|
)
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
(12,225
|
)
|
|
—
|
|
|||
Equity in earnings of unconsolidated affiliates
|
|
5,825
|
|
|
12,510
|
|
|
14,213
|
|
|||
Gain on sale of assets and other
|
|
121
|
|
|
36,676
|
|
|
677
|
|
|||
Income before income taxes
|
|
$
|
186,413
|
|
|
$
|
202,160
|
|
|
$
|
157,875
|
|
|
|
|
|
|
|
|
||||||
Capital Expenditures:
(2)
|
|
|
|
|
|
|
||||||
Pipelines and terminals
|
|
$
|
53,957
|
|
|
$
|
289,993
|
|
|
$
|
59,704
|
|
Refinery processing units
|
|
184
|
|
|
263
|
|
|
44,119
|
|
|||
Total capital expenditures
|
|
$
|
54,141
|
|
|
$
|
290,256
|
|
|
$
|
103,823
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
|
(in thousands)
|
||||||
Identifiable assets:
|
|
|
|
|
||||
Pipelines and terminals
(1)
|
|
$
|
1,692,282
|
|
|
$
|
1,728,074
|
|
Refinery processing units
|
|
312,888
|
|
|
328,585
|
|
||
Other
|
|
97,370
|
|
|
97,455
|
|
||
Total identifiable assets
|
|
$
|
2,102,540
|
|
|
$
|
2,154,114
|
|
Note 16:
|
Quarterly Financial Data (Unaudited)
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
|
|
(In thousands, except per unit data)
|
||||||||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
128,884
|
|
|
$
|
118,760
|
|
|
$
|
125,784
|
|
|
$
|
132,792
|
|
|
$
|
506,220
|
|
Operating income
|
|
64,418
|
|
|
56,946
|
|
|
62,923
|
|
|
65,971
|
|
|
250,258
|
|
|||||
Income before income taxes
|
|
48,717
|
|
|
41,527
|
|
|
46,573
|
|
|
49,596
|
|
|
186,413
|
|
|||||
Net income
|
|
48,635
|
|
|
41,499
|
|
|
46,534
|
|
|
49,719
|
|
|
186,387
|
|
|||||
Net income attributable to the partners
|
|
46,168
|
|
|
40,143
|
|
|
45,003
|
|
|
47,533
|
|
|
178,847
|
|
|||||
Limited partners’ per unit interest in earnings – basic and diluted
|
|
$
|
0.44
|
|
|
$
|
0.38
|
|
|
$
|
0.43
|
|
|
$
|
0.45
|
|
|
$
|
1.70
|
|
Distributions per limited partner unit
|
|
$
|
0.6550
|
|
|
$
|
0.6600
|
|
|
$
|
0.6650
|
|
|
$
|
0.6675
|
|
|
$
|
2.6475
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
105,634
|
|
|
$
|
109,143
|
|
|
$
|
110,364
|
|
|
$
|
129,221
|
|
|
$
|
454,362
|
|
Operating income
|
|
51,734
|
|
|
52,486
|
|
|
51,736
|
|
|
67,200
|
|
|
223,156
|
|
|||||
Income before income taxes
|
|
27,985
|
|
|
42,983
|
|
|
42,992
|
|
|
88,200
|
|
|
202,160
|
|
|||||
Net income
|
|
27,879
|
|
|
42,856
|
|
|
43,061
|
|
|
88,115
|
|
|
201,911
|
|
|||||
Net income attributable to the partners
|
|
25,563
|
|
|
41,335
|
|
|
42,071
|
|
|
86,071
|
|
|
195,040
|
|
|||||
Limited partners’ per unit interest in earnings – basic and diluted
|
|
$
|
0.13
|
|
|
$
|
0.36
|
|
|
$
|
0.66
|
|
|
$
|
0.96
|
|
|
$
|
2.28
|
|
Distributions per limited partner unit
|
|
$
|
0.6200
|
|
|
$
|
0.6325
|
|
|
$
|
0.6450
|
|
|
$
|
0.6500
|
|
|
$
|
2.5475
|
|
Note 17:
|
Supplemental Guarantor/Non-Guarantor Financial Information
|
December 31, 2018
|
|
Parent
|
|
Guarantor
Restricted Subsidiaries
|
|
Non-Guarantor Non-Restricted Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
3,043
|
|
|
$
|
—
|
|
|
$
|
3,045
|
|
Accounts receivable
|
|
—
|
|
|
53,376
|
|
|
5,994
|
|
|
(252
|
)
|
|
59,118
|
|
|||||
Prepaid and other current assets
|
|
217
|
|
|
3,542
|
|
|
552
|
|
|
—
|
|
|
4,311
|
|
|||||
Total current assets
|
|
219
|
|
|
56,918
|
|
|
9,589
|
|
|
(252
|
)
|
|
66,474
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Properties and equipment, net
|
|
—
|
|
|
1,193,181
|
|
|
345,474
|
|
|
—
|
|
|
1,538,655
|
|
|||||
Investment in subsidiaries
|
|
1,850,416
|
|
|
264,378
|
|
|
—
|
|
|
(2,114,794
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
115,329
|
|
|
—
|
|
|
—
|
|
|
115,329
|
|
|||||
Goodwill
|
|
—
|
|
|
270,336
|
|
|
—
|
|
|
—
|
|
|
270,336
|
|
|||||
Equity method investments
|
|
—
|
|
|
83,840
|
|
|
—
|
|
|
—
|
|
|
83,840
|
|
|||||
Other assets
|
|
9,291
|
|
|
18,615
|
|
|
—
|
|
|
—
|
|
|
27,906
|
|
|||||
Total assets
|
|
$
|
1,859,926
|
|
|
$
|
2,002,597
|
|
|
$
|
355,063
|
|
|
$
|
(2,115,046
|
)
|
|
$
|
2,102,540
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
30,325
|
|
|
$
|
584
|
|
|
$
|
(252
|
)
|
|
$
|
30,657
|
|
Accrued interest
|
|
13,302
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,302
|
|
|||||
Deferred revenue
|
|
—
|
|
|
8,065
|
|
|
632
|
|
|
—
|
|
|
8,697
|
|
|||||
Accrued property taxes
|
|
—
|
|
|
744
|
|
|
1,035
|
|
|
—
|
|
|
1,779
|
|
|||||
Other current liabilities
|
|
29
|
|
|
3,429
|
|
|
4
|
|
|
—
|
|
|
3,462
|
|
|||||
Total current liabilities
|
|
13,331
|
|
|
42,563
|
|
|
2,255
|
|
|
(252
|
)
|
|
57,897
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
|
1,418,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,418,900
|
|
|||||
Other long-term liabilities
|
|
260
|
|
|
14,743
|
|
|
304
|
|
|
—
|
|
|
15,307
|
|
|||||
Deferred revenue
|
|
—
|
|
|
48,714
|
|
|
—
|
|
|
—
|
|
|
48,714
|
|
|||||
Class B unit
|
|
—
|
|
|
46,161
|
|
|
—
|
|
|
—
|
|
|
46,161
|
|
|||||
Equity - partners
|
|
427,435
|
|
|
1,850,416
|
|
|
264,378
|
|
|
(2,114,794
|
)
|
|
427,435
|
|
|||||
Equity - noncontrolling interest
|
|
—
|
|
|
—
|
|
|
88,126
|
|
|
—
|
|
|
88,126
|
|
|||||
Total liabilities and partners’ equity
|
|
$
|
1,859,926
|
|
|
$
|
2,002,597
|
|
|
$
|
355,063
|
|
|
$
|
(2,115,046
|
)
|
|
$
|
2,102,540
|
|
December 31, 2017
|
|
Parent
|
|
Guarantor
Restricted Subsidiaries
|
|
Non-Guarantor Non-Restricted Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
2
|
|
|
$
|
511
|
|
|
$
|
7,263
|
|
|
$
|
—
|
|
|
$
|
7,776
|
|
Accounts receivable
|
|
—
|
|
|
59,448
|
|
|
5,038
|
|
|
(182
|
)
|
|
64,304
|
|
|||||
Prepaid and other current assets
|
|
13
|
|
|
2,016
|
|
|
282
|
|
|
—
|
|
|
2,311
|
|
|||||
Total current assets
|
|
15
|
|
|
61,975
|
|
|
12,583
|
|
|
(182
|
)
|
|
74,391
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Properties and equipment, net
|
|
—
|
|
|
1,213,626
|
|
|
355,845
|
|
|
—
|
|
|
1,569,471
|
|
|||||
Investment in subsidiaries
|
|
1,902,285
|
|
|
273,319
|
|
|
—
|
|
|
(2,175,604
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
129,463
|
|
|
—
|
|
|
—
|
|
|
129,463
|
|
|||||
Goodwill
|
|
—
|
|
|
266,716
|
|
|
—
|
|
|
—
|
|
|
266,716
|
|
|||||
Equity method investments
|
|
—
|
|
|
85,279
|
|
|
—
|
|
|
—
|
|
|
85,279
|
|
|||||
Other assets
|
|
11,753
|
|
|
17,041
|
|
|
—
|
|
|
—
|
|
|
28,794
|
|
|||||
Total assets
|
|
$
|
1,914,053
|
|
|
$
|
2,047,419
|
|
|
$
|
368,428
|
|
|
$
|
(2,175,786
|
)
|
|
$
|
2,154,114
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
20,928
|
|
|
$
|
1,526
|
|
|
$
|
(182
|
)
|
|
$
|
22,272
|
|
Accrued interest
|
|
12,500
|
|
|
756
|
|
|
—
|
|
|
—
|
|
|
13,256
|
|
|||||
Deferred revenue
|
|
—
|
|
|
8,540
|
|
|
1,058
|
|
|
—
|
|
|
9,598
|
|
|||||
Accrued property taxes
|
|
—
|
|
|
3,431
|
|
|
1,221
|
|
|
—
|
|
|
4,652
|
|
|||||
Other current liabilities
|
|
—
|
|
|
5,707
|
|
|
—
|
|
|
—
|
|
|
5,707
|
|
|||||
Total current liabilities
|
|
12,500
|
|
|
39,362
|
|
|
3,805
|
|
|
(182
|
)
|
|
55,485
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
|
1,507,308
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,507,308
|
|
|||||
Other long-term liabilities
|
|
286
|
|
|
15,359
|
|
|
198
|
|
|
—
|
|
|
15,843
|
|
|||||
Deferred revenue
|
|
—
|
|
|
47,272
|
|
|
—
|
|
|
—
|
|
|
47,272
|
|
|||||
Class B unit
|
|
—
|
|
|
43,141
|
|
|
—
|
|
|
—
|
|
|
43,141
|
|
|||||
Equity - partners
|
|
393,959
|
|
|
1,902,285
|
|
|
273,319
|
|
|
(2,175,604
|
)
|
|
393,959
|
|
|||||
Equity - noncontrolling interest
|
|
—
|
|
|
—
|
|
|
91,106
|
|
|
—
|
|
|
91,106
|
|
|||||
Total liabilities and partners’ equity
|
|
$
|
1,914,053
|
|
|
$
|
2,047,419
|
|
|
$
|
368,428
|
|
|
$
|
(2,175,786
|
)
|
|
$
|
2,154,114
|
|
Year Ended December 31, 2018
|
|
Parent
|
|
Guarantor
Restricted Subsidiaries
|
|
Non-Guarantor Non-Restricted Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Affiliates
|
|
$
|
—
|
|
|
$
|
373,576
|
|
|
$
|
24,232
|
|
|
$
|
—
|
|
|
$
|
397,808
|
|
Third parties
|
|
—
|
|
|
84,679
|
|
|
23,733
|
|
|
—
|
|
|
108,412
|
|
|||||
|
|
—
|
|
|
458,255
|
|
|
47,965
|
|
|
—
|
|
|
506,220
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operations (exclusive of depreciation and amortization)
|
|
—
|
|
|
133,156
|
|
|
13,274
|
|
|
—
|
|
|
146,430
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
81,799
|
|
|
16,693
|
|
|
—
|
|
|
98,492
|
|
|||||
General and administrative
|
|
3,535
|
|
|
7,505
|
|
|
—
|
|
|
—
|
|
|
11,040
|
|
|||||
|
|
3,535
|
|
|
222,460
|
|
|
29,967
|
|
|
—
|
|
|
255,962
|
|
|||||
Operating income (loss)
|
|
(3,535
|
)
|
|
235,795
|
|
|
17,998
|
|
|
—
|
|
|
250,258
|
|
|||||
Equity in earnings of subsidiaries
|
|
254,398
|
|
|
13,559
|
|
|
—
|
|
|
(267,957
|
)
|
|
—
|
|
|||||
Equity in earnings of equity method investments
|
|
—
|
|
|
5,825
|
|
|
—
|
|
|
—
|
|
|
5,825
|
|
|||||
Interest income
|
|
—
|
|
|
2,032
|
|
|
76
|
|
|
—
|
|
|
2,108
|
|
|||||
Interest expense
|
|
(72,061
|
)
|
|
162
|
|
|
—
|
|
|
—
|
|
|
(71,899
|
)
|
|||||
Gain on sale of assets and other
|
|
45
|
|
|
71
|
|
|
5
|
|
|
—
|
|
|
121
|
|
|||||
|
|
182,382
|
|
|
21,649
|
|
|
81
|
|
|
(267,957
|
)
|
|
(63,845
|
)
|
|||||
Income (loss) before income taxes
|
|
178,847
|
|
|
257,444
|
|
|
18,079
|
|
|
(267,957
|
)
|
|
186,413
|
|
|||||
State income tax expense
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|||||
Net income (loss)
|
|
178,847
|
|
|
257,418
|
|
|
18,079
|
|
|
(267,957
|
)
|
|
186,387
|
|
|||||
Allocation of net income attributable to noncontrolling interests
|
|
—
|
|
|
(3,020
|
)
|
|
(4,520
|
)
|
|
—
|
|
|
(7,540
|
)
|
|||||
Net income (loss) attributable to the Partnership
|
|
178,847
|
|
|
254,398
|
|
|
13,559
|
|
|
(267,957
|
)
|
|
178,847
|
|
|||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Comprehensive income (loss) attributable to the Partnership
|
|
$
|
178,847
|
|
|
$
|
254,398
|
|
|
$
|
13,559
|
|
|
$
|
(267,957
|
)
|
|
$
|
178,847
|
|
Year Ended December 31, 2017
|
|
Parent
|
|
Guarantor
Restricted Subsidiaries
|
|
Non-Guarantor Non-Restricted Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Affiliates
|
|
$
|
—
|
|
|
$
|
351,395
|
|
|
$
|
25,741
|
|
|
$
|
—
|
|
|
$
|
377,136
|
|
Third parties
|
|
—
|
|
|
55,400
|
|
|
21,826
|
|
|
—
|
|
|
77,226
|
|
|||||
|
|
—
|
|
|
406,795
|
|
|
47,567
|
|
|
—
|
|
|
454,362
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operations (exclusive of depreciation and amortization)
|
|
—
|
|
|
122,619
|
|
|
14,986
|
|
|
—
|
|
|
137,605
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
62,889
|
|
|
16,389
|
|
|
—
|
|
|
79,278
|
|
|||||
General and administrative
|
|
4,170
|
|
|
10,153
|
|
|
—
|
|
|
—
|
|
|
14,323
|
|
|||||
|
|
4,170
|
|
|
195,661
|
|
|
31,375
|
|
|
—
|
|
|
231,206
|
|
|||||
Operating income (loss)
|
|
(4,170
|
)
|
|
211,134
|
|
|
16,192
|
|
|
—
|
|
|
223,156
|
|
|||||
Equity in earnings of subsidiaries
|
|
254,695
|
|
|
12,148
|
|
|
—
|
|
|
(266,843
|
)
|
|
—
|
|
|||||
Equity in earnings of equity method investments
|
|
—
|
|
|
12,510
|
|
|
—
|
|
|
—
|
|
|
12,510
|
|
|||||
Interest income
|
|
—
|
|
|
491
|
|
|
—
|
|
|
—
|
|
|
491
|
|
|||||
Interest expense
|
|
(43,260
|
)
|
|
(15,188
|
)
|
|
—
|
|
|
—
|
|
|
(58,448
|
)
|
|||||
Loss on early extinguishment of debt
|
|
(12,225
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,225
|
)
|
|||||
Remeasurement gain on preexisting equity interests
|
|
—
|
|
|
36,254
|
|
|
—
|
|
|
—
|
|
|
36,254
|
|
|||||
Gain on sale of assets and other
|
|
—
|
|
|
417
|
|
|
5
|
|
|
—
|
|
|
422
|
|
|||||
|
|
199,210
|
|
|
46,632
|
|
|
5
|
|
|
(266,843
|
)
|
|
(20,996
|
)
|
|||||
Income (loss) before income taxes
|
|
195,040
|
|
|
257,766
|
|
|
16,197
|
|
|
(266,843
|
)
|
|
202,160
|
|
|||||
State income tax expense
|
|
—
|
|
|
(249
|
)
|
|
—
|
|
|
—
|
|
|
(249
|
)
|
|||||
Net income (loss)
|
|
195,040
|
|
|
257,517
|
|
|
16,197
|
|
|
(266,843
|
)
|
|
201,911
|
|
|||||
Allocation of net income attributable to noncontrolling interests
|
|
—
|
|
|
(2,822
|
)
|
|
(4,049
|
)
|
|
—
|
|
|
(6,871
|
)
|
|||||
Net income (loss) attributable to the Partnership
|
|
195,040
|
|
|
254,695
|
|
|
12,148
|
|
|
(266,843
|
)
|
|
195,040
|
|
|||||
Other comprehensive income (loss)
|
|
(91
|
)
|
|
(91
|
)
|
|
—
|
|
|
91
|
|
|
(91
|
)
|
|||||
Comprehensive income (loss) attributable to the Partnership
|
|
$
|
194,949
|
|
|
$
|
254,604
|
|
|
$
|
12,148
|
|
|
$
|
(266,752
|
)
|
|
$
|
194,949
|
|
Year Ended December 31, 2016
|
|
Parent
|
|
Guarantor
Restricted Subsidiaries
|
|
Non-Guarantor Non-Restricted Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Affiliates
|
|
$
|
—
|
|
|
$
|
307,049
|
|
|
$
|
26,067
|
|
|
$
|
—
|
|
|
$
|
333,116
|
|
Third parties
|
|
—
|
|
|
47,326
|
|
|
21,601
|
|
|
—
|
|
|
68,927
|
|
|||||
|
|
—
|
|
|
354,375
|
|
|
47,668
|
|
|
—
|
|
|
402,043
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operations (exclusive of depreciation and amortization)
|
|
—
|
|
|
111,181
|
|
|
12,805
|
|
|
—
|
|
|
123,986
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
55,083
|
|
|
15,345
|
|
|
—
|
|
|
70,428
|
|
|||||
General and administrative
|
|
3,804
|
|
|
8,728
|
|
|
—
|
|
|
—
|
|
|
12,532
|
|
|||||
|
|
3,804
|
|
|
174,992
|
|
|
28,150
|
|
|
—
|
|
|
206,946
|
|
|||||
Operating income (loss)
|
|
(3,804
|
)
|
|
179,383
|
|
|
19,518
|
|
|
—
|
|
|
195,097
|
|
|||||
Equity in earnings (loss) of subsidiaries
|
|
193,432
|
|
|
14,634
|
|
|
—
|
|
|
(208,066
|
)
|
|
—
|
|
|||||
Equity in earnings of equity method investments
|
|
—
|
|
|
14,213
|
|
|
—
|
|
|
—
|
|
|
14,213
|
|
|||||
Interest income
|
|
—
|
|
|
421
|
|
|
19
|
|
|
—
|
|
|
440
|
|
|||||
Interest expense
|
|
(31,387
|
)
|
|
(21,165
|
)
|
|
—
|
|
|
—
|
|
|
(52,552
|
)
|
|||||
Gain on sale of assets and other
|
|
—
|
|
|
702
|
|
|
(25
|
)
|
|
—
|
|
|
677
|
|
|||||
|
|
162,045
|
|
|
8,805
|
|
|
(6
|
)
|
|
(208,066
|
)
|
|
(37,222
|
)
|
|||||
Income (loss) before income taxes
|
|
158,241
|
|
|
188,188
|
|
|
19,512
|
|
|
(208,066
|
)
|
|
157,875
|
|
|||||
State income tax expense
|
|
—
|
|
|
(285
|
)
|
|
—
|
|
|
—
|
|
|
(285
|
)
|
|||||
Net income (loss)
|
|
158,241
|
|
|
187,903
|
|
|
19,512
|
|
|
(208,066
|
)
|
|
157,590
|
|
|||||
Allocation of net loss applicable to Predecessors
|
|
—
|
|
|
10,657
|
|
|
—
|
|
|
—
|
|
|
10,657
|
|
|||||
Allocation of net income attributable to noncontrolling interests
|
|
—
|
|
|
(5,128
|
)
|
|
(4,878
|
)
|
|
—
|
|
|
(10,006
|
)
|
|||||
Net income (loss) attributable to the Partnership
|
|
158,241
|
|
|
193,432
|
|
|
14,634
|
|
|
(208,066
|
)
|
|
158,241
|
|
|||||
Other comprehensive income (loss)
|
|
(99
|
)
|
|
(99
|
)
|
|
—
|
|
|
99
|
|
|
(99
|
)
|
|||||
Comprehensive income (loss) attributable to the Partnership
|
|
$
|
158,142
|
|
|
$
|
193,333
|
|
|
$
|
14,634
|
|
|
$
|
(207,967
|
)
|
|
$
|
158,142
|
|
Year Ended December 31, 2018
|
|
Parent
|
|
Guarantor
Restricted Subsidiaries
|
|
Non-Guarantor Non-Restricted Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Cash flows from operating activities
|
|
$
|
(68,693
|
)
|
|
$
|
345,378
|
|
|
$
|
32,087
|
|
|
$
|
(13,559
|
)
|
|
$
|
295,213
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties and equipment
|
|
—
|
|
|
(41,031
|
)
|
|
(6,269
|
)
|
|
—
|
|
|
(47,300
|
)
|
|||||
Business and asset acquisitions
|
|
—
|
|
|
(5,013
|
)
|
|
(38
|
)
|
|
—
|
|
|
(5,051
|
)
|
|||||
Purchase of controlling interests in SLC Pipeline and Frontier Aspen
|
|
—
|
|
|
(1,790
|
)
|
|
—
|
|
|
—
|
|
|
(1,790
|
)
|
|||||
Proceeds from the sale of assets
|
|
—
|
|
|
210
|
|
|
—
|
|
|
—
|
|
|
210
|
|
|||||
Distributions in excess of equity in earnings of equity method investments
|
|
—
|
|
|
1,588
|
|
|
—
|
|
|
—
|
|
|
1,588
|
|
|||||
Distributions from UNEV in excess of earnings
|
|
—
|
|
|
8,941
|
|
|
—
|
|
|
(8,941
|
)
|
|
—
|
|
|||||
|
|
—
|
|
|
(37,095
|
)
|
|
(6,307
|
)
|
|
(8,941
|
)
|
|
(52,343
|
)
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net repayments under credit agreement
|
|
(89,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(89,000
|
)
|
|||||
Net intercompany financing activities
|
|
307,587
|
|
|
(307,587
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from issuance of common units
|
|
114,771
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114,771
|
|
|||||
Contributions from general partner
|
|
882
|
|
|
|
|
|
—
|
|
|
—
|
|
|
882
|
|
|||||
Distributions to HEP unitholders
|
|
(264,979
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(264,979
|
)
|
|||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(30,000
|
)
|
|
22,500
|
|
|
(7,500
|
)
|
|||||
Deferred financing costs
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Units withheld for tax withholding obligations
|
|
(568
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(568
|
)
|
|||||
Other
|
|
—
|
|
|
(1,213
|
)
|
|
—
|
|
|
—
|
|
|
(1,213
|
)
|
|||||
|
|
68,693
|
|
|
(308,794
|
)
|
|
(30,000
|
)
|
|
22,500
|
|
|
(247,601
|
)
|
|||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase for the period
|
|
—
|
|
|
(511
|
)
|
|
(4,220
|
)
|
|
—
|
|
|
(4,731
|
)
|
|||||
Beginning of period
|
|
2
|
|
|
511
|
|
|
7,263
|
|
|
—
|
|
|
7,776
|
|
|||||
End of period
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
3,043
|
|
|
$
|
—
|
|
|
$
|
3,045
|
|
Year Ended December 31, 2017
|
|
Parent
|
|
Guarantor
Restricted Subsidiaries
|
|
Non-Guarantor Non-Restricted Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Cash flows from operating activities
|
|
$
|
(51,235
|
)
|
|
$
|
268,978
|
|
|
$
|
32,892
|
|
|
$
|
(12,148
|
)
|
|
$
|
238,487
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties and equipment
|
|
—
|
|
|
(41,827
|
)
|
|
(2,983
|
)
|
|
—
|
|
|
(44,810
|
)
|
|||||
Purchase of interest in Cheyenne Pipeline
|
|
—
|
|
|
(245,446
|
)
|
|
—
|
|
|
—
|
|
|
(245,446
|
)
|
|||||
Proceeds from sale of assets
|
|
—
|
|
|
849
|
|
|
—
|
|
|
—
|
|
|
849
|
|
|||||
Distributions from UNEV in excess of earnings
|
|
—
|
|
|
3,134
|
|
|
—
|
|
|
—
|
|
|
3,134
|
|
|||||
Distribution in excess of equity in earnings in equity investments
|
|
—
|
|
|
7,352
|
|
|
—
|
|
|
(7,352
|
)
|
|
—
|
|
|||||
|
|
—
|
|
|
(275,938
|
)
|
|
(2,983
|
)
|
|
(7,352
|
)
|
|
(286,273
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net borrowings under credit agreement
|
|
1,012,000
|
|
|
(553,000
|
)
|
|
—
|
|
|
—
|
|
|
459,000
|
|
|||||
Net intercompany financing activities
|
|
(561,675
|
)
|
|
561,675
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Redemption of notes
|
|
(309,750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(309,750
|
)
|
|||||
Proceeds from issuance of 6% Senior Notes
|
|
101,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101,750
|
|
|||||
Proceeds from issuance of common units
|
|
52,100
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
52,110
|
|
|||||
Contributions from General partner
|
|
1,440
|
|
|
(368
|
)
|
|
—
|
|
|
—
|
|
|
1,072
|
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(26,000
|
)
|
|
19,500
|
|
|
(6,500
|
)
|
|||||
Distributions to HEP unitholders
|
|
(234,575
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(234,575
|
)
|
|||||
Contributions to HFC for El Dorado acquisition
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
|||||
Deferred financing costs
|
|
(9,347
|
)
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
(9,382
|
)
|
|||||
Units withheld for tax withholding obligations
|
|
(605
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(605
|
)
|
|||||
Other
|
|
—
|
|
|
(1,112
|
)
|
|
—
|
|
|
—
|
|
|
(1,112
|
)
|
|||||
|
|
51,235
|
|
|
7,170
|
|
|
(26,000
|
)
|
|
19,500
|
|
|
51,905
|
|
|||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase (decrease) for the period
|
|
—
|
|
|
210
|
|
|
3,909
|
|
|
—
|
|
|
4,119
|
|
|||||
Beginning of period
|
|
2
|
|
|
301
|
|
|
3,354
|
|
|
—
|
|
|
3,657
|
|
|||||
End of period
|
|
$
|
2
|
|
|
$
|
511
|
|
|
$
|
7,263
|
|
|
$
|
—
|
|
|
$
|
7,776
|
|
Year Ended December 31, 2016
|
|
Parent
|
|
Guarantor
Restricted Subsidiaries
|
|
Non-Guarantor Non-Restricted Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Cash flows from operating activities
|
|
$
|
(19,641
|
)
|
|
$
|
245,771
|
|
|
$
|
32,052
|
|
|
$
|
(14,634
|
)
|
|
$
|
243,548
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to properties and equipment
|
|
—
|
|
|
(44,447
|
)
|
|
(15,257
|
)
|
|
—
|
|
|
(59,704
|
)
|
|||||
Business and asset acquisitions
|
|
—
|
|
|
(44,119
|
)
|
|
—
|
|
|
—
|
|
|
(44,119
|
)
|
|||||
Purchase of investment in Frontier Pipeline
|
|
—
|
|
|
(42,627
|
)
|
|
—
|
|
|
—
|
|
|
(42,627
|
)
|
|||||
Proceeds from sale of assets
|
|
—
|
|
|
427
|
|
|
—
|
|
|
—
|
|
|
427
|
|
|||||
Distributions from UNEV in excess of earnings
|
|
—
|
|
|
2,616
|
|
|
—
|
|
|
(2,616
|
)
|
|
—
|
|
|||||
Distributions in excess of equity in earnings in equity investments
|
|
—
|
|
|
2,993
|
|
|
—
|
|
|
—
|
|
|
2,993
|
|
|||||
|
|
—
|
|
|
(125,157
|
)
|
|
(15,257
|
)
|
|
(2,616
|
)
|
|
(143,030
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net borrowings under credit agreement
|
|
—
|
|
|
(159,000
|
)
|
|
—
|
|
|
—
|
|
|
(159,000
|
)
|
|||||
Net intercompany financing activities
|
|
(302,600
|
)
|
|
302,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from issuance of 6% Senior Notes
|
|
394,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
394,000
|
|
|||||
Proceeds from issuance of common units
|
|
125,870
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,870
|
|
|||||
Contributions from General Partner
|
|
2,577
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,577
|
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(23,000
|
)
|
|
17,250
|
|
|
(5,750
|
)
|
|||||
Distributions to HEP unitholders
|
|
(192,037
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(192,037
|
)
|
|||||
Distributions to HFC for acquisitions
|
|
(30,378
|
)
|
|
(287,122
|
)
|
|
—
|
|
|
—
|
|
|
(317,500
|
)
|
|||||
Contributions from HFC for acquisitions
|
|
(3,397
|
)
|
|
54,659
|
|
|
—
|
|
|
—
|
|
|
51,262
|
|
|||||
Distributions to HFC for acquisitions
|
|
31,287
|
|
|
(31,287
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Distributions to HFC for Osage acquisition
|
|
—
|
|
|
(1,245
|
)
|
|
—
|
|
|
—
|
|
|
(1,245
|
)
|
|||||
Purchase of units for incentive grants
|
|
(3,521
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,521
|
)
|
|||||
Deferred financing costs
|
|
(910
|
)
|
|
(3,085
|
)
|
|
—
|
|
|
—
|
|
|
(3,995
|
)
|
|||||
Units withheld for tax withholding obligations
|
|
(800
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(800
|
)
|
|||||
Other
|
|
(450
|
)
|
|
(1,285
|
)
|
|
—
|
|
|
—
|
|
|
(1,735
|
)
|
|||||
|
|
19,641
|
|
|
(125,765
|
)
|
|
(23,000
|
)
|
|
17,250
|
|
|
(111,874
|
)
|
|||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase for the period
|
|
—
|
|
|
(5,151
|
)
|
|
(6,205
|
)
|
|
—
|
|
|
(11,356
|
)
|
|||||
Beginning of period
|
|
2
|
|
|
5,452
|
|
|
9,559
|
|
|
—
|
|
|
15,013
|
|
|||||
End of period
|
|
$
|
2
|
|
|
$
|
301
|
|
|
$
|
3,354
|
|
|
$
|
—
|
|
|
$
|
3,657
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Name
|
Age
|
Position with HLS
|
George J. Damiris
|
58
|
Chief Executive Officer and President
|
Richard L. Voliva III
|
41
|
Executive Vice President and Chief Financial Officer
|
Mark T. Cunningham
|
59
|
Senior Vice President, Operations and Engineering
|
Denise C. McWatters
|
59
|
Senior Vice President, General Counsel and Secretary
|
•
|
designating and calling meetings of the Board;
|
•
|
presiding at all Board meetings;
|
•
|
consulting with management on Board and committee meeting agendas;
|
•
|
facilitating teamwork and communication between the Board and management; and
|
•
|
acting as a liaison between management and the Board.
|
•
|
The Compensation Committee oversees the management of risks relating to HLS’s executive compensation plans and arrangements.
|
•
|
The Audit Committee oversees management of financial reporting and controls risks.
|
•
|
The Conflicts Committee oversees specific matters that the Board or the Conflicts Committee believes may involve conflicts of interest with HFC.
|
Principal Occupation
:
|
Chairman of the Board of HLS
|
Business Experience
:
|
Mr. Jennings has served as Chairman of the Board of HLS since November 2017. Mr. Jennings served as Chief Executive Officer of HLS from January 2014 to November 2016 and as President of HLS from October 2015 to February 2016. Mr. Jennings served as Chairman of the Board of HFC from January 2017 to February 2019 and January 2013 to January 2016, as Executive Chairman of HFC from January 2016 until January 2017 and as the Chief Executive Officer and President of HFC from the merger of Holly Corporation and Frontier Oil Corporation in July 2011 until January 2016. Mr. Jennings previously served as the President and Chief Executive Officer of Frontier Oil Corporation from 2009 until the merger in July 2011 and as the Executive Vice President and Chief Financial Officer of Frontier Oil Corporation from 2005 until 2009.
|
Additional Directorships:
|
Mr. Jennings currently serves as a director of HFC and FTS International, Inc. Mr. Jennings served as a director of Frontier Oil Corporation from 2008 until the merger in July 2011 and as Chairman of the board of directors of Frontier Oil Corporation from 2010 until the merger in July 2011. He served as a director of ION Geophysical Corporation from December 2010 until February 2019.
|
Qualifications
:
|
Mr. Jennings provides valuable and extensive industry knowledge and experience. His knowledge of the day-to-day operations of HFC provides a significant resource for the Board and facilitates discussions between the Board and HFC management.
|
Principal Occupation
:
|
Chief Executive Officer and President of HFC and Chief Executive Officer and President of HLS
|
Business Experience
:
|
Mr. Damiris has served as the Chief Executive Officer of HLS since November 2016, as President of HLS since February 2017 and as Chief Executive Officer and President of HFC since January 2016. He previously served as Executive Vice President and Chief Operating Officer of HFC from September 2014 until January 2016 and as Senior Vice President, Supply and Marketing of HFC from January 2008 until September 2014. Mr. Damiris joined HFC in 2007 as Vice President, Corporate Development after an 18-year career with Koch Industries, where he was responsible for managing various refining, chemical, trading, and financial businesses.
|
Additional Directorships:
|
Mr. Damiris currently serves as a director of Eagle Materials Inc. and of HFC.
|
Qualifications
:
|
Mr. Damiris has extensive industry experience and significant insight into issues facing the industry. His knowledge of the day-to-day operations of HFC provides a significant resource for the Board and facilitates discussions between the Board and HFC management.
|
Business Experience
:
|
Mr. Baldwin was employed for 41 years as an auditor by Deloitte LLP and predecessor firms, including 31 years as a partner, prior to retiring from such position in May 2015. While he was a partner at Deloitte LLP, Mr. Baldwin held a number of practice management positions.
|
Qualifications
:
|
Mr. Baldwin brings to the Board his audit, accounting and financial reporting expertise, which also qualify him as an audit committee financial expert. Due to his audit and practice management experience with Deloitte LLP, Mr. Baldwin possesses business, industry and management expertise that provide valuable insight to the Board and the management of the Company.
|
Principal Occupation
:
|
Partner at Akin Gump Strauss Hauer & Feld LLP
|
Business Experience
:
|
Ms. LaFollette has served as a partner at Akin Gump Strauss Hauer & Feld LLP since June 2004. Prior to that, Ms. LaFollette served as a partner at King & Spalding LLP from 1997 to June 2004, as a partner at Andrews & Kurth LLP from 1987 to 1997 and as an associate at Andrews & Kurth LLP from 1980 to 1987.
|
Qualifications
:
|
Ms. LaFollette’s experience as a transactional and securities attorney provides her with valuable insight into corporate finance, global compliance, and governance matters. In addition, Ms. LaFollette brings to the Board a broad range of experiences and skills as a result of her involvement in numerous charitable, community and civic activities.
|
Principal Occupation
:
|
Managing General Partner and Principal Owner of Lee, Hite & Wisda Ltd.
|
Business Experience
:
|
Mr. Lee has served as the Managing General Partner of Lee, Hite & Wisda Ltd., a private company with investments in oil and gas working, royalty and mineral interests, since founding the firm in 1984.
|
Additional Directorships:
|
Mr. Lee currently serves as a director of HFC. He served as a director of Frontier Oil Corporation from 2000 until July 2011 and as a director of Forest Oil Corporation from 1991 until December 2014.
|
Qualifications
:
|
Mr. Lee brings to the Board his extensive experience as a consultant and investor in the oil and gas industry, which provides him with significant insights into relevant industry issues.
|
Principal Occupation
:
|
Former Executive Vice President, Finance of Select Energy Services, Inc.
|
Business Experience
:
|
Mr. Mattson served as Executive Vice President, Finance of Select Energy Services, Inc., a provider of total water solutions to the U.S. unconventional oil and gas industry, from November 2016 until his retirement in March 2018 and served as Executive Vice President and Chief Financial Officer of Select Energy Services, Inc. from November 2008 through January 2016. Prior to that, Mr. Mattson served as Senior Vice President and Chief Financial Officer of VeriCenter, Inc., a private provider
|
Additional Directorships:
|
Mr. Mattson has served as a director of National Oilwell Varco, Inc. since March 2005 (having served as a director of Varco (and its predecessor, Tuboscope Inc.) from January 1994 until its merger with National Oilwell Varco in March 2005). He served as a director of Rex Energy Corporation from April 2010 until November 2018.
|
Qualifications
:
|
Mr. Mattson brings strong executive leadership skills and financial and risk management experience to the Board. His knowledge of the oil industry as well as the financial and capital markets enables him to provide critical insight to the Board.
|
•
|
an Audit Committee;
|
•
|
a Compensation Committee;
|
•
|
a Conflicts Committee.
|
Name
|
Audit
Committee
|
Compensation
Committee
|
Conflicts
Committee
|
Larry Baldwin
|
x (Chair)
|
|
x
|
George J. Damiris
|
|
x
|
|
Michael C. Jennings
|
|
x (Chair)
|
|
Christine B. LaFollette
|
|
x
|
x
|
James H. Lee
|
x
|
x
|
|
Eric L. Mattson
|
x
|
|
x (Chair)
|
•
|
selecting, compensating, retaining and overseeing our independent registered public accounting firm and conducting an annual review of the independence and performance of that firm;
|
•
|
reviewing the scope and the planning of the annual audit performed by the independent registered public accounting firm;
|
•
|
overseeing matters related to the internal audit function;
|
•
|
reviewing the audit report issued by the independent registered public accounting firm;
|
•
|
reviewing HEP’s annual and quarterly financial statements with management and the independent registered public accounting firm;
|
•
|
discussing with management HEP’s significant financial risk exposures and the actions management has taken to monitor and control such exposures;
|
•
|
reviewing and, if appropriate, approving transactions involving conflicts of interest, including related party transactions, when required by HEP’s Code of Business Conduct and Ethics;
|
•
|
reviewing and discussing HEP’s internal controls over financial reporting with management and the independent registered public accounting firm;
|
•
|
establishing procedures for the receipt, retention and treatment of complaints received by HEP regarding accounting, internal accounting controls or accounting matters, potential violations of applicable laws, rules and regulations or of our codes, policies and procedures;
|
•
|
reviewing the type and extent of any non-audit work to be performed by the independent registered public accounting firm and its compatibility with their continued objectivity and independence, and to the extent consistent, pre-approving all non-audit services to be performed;
|
•
|
reviewing and approving the Audit Committee Report to be included in the Annual Report on Form 10-K; and
|
•
|
reviewing the adequacy of the Audit Committee charter on an annual basis.
|
•
|
reviewing and approving the goals and objectives of HLS and HEP relevant to the compensation of the officers of HLS for whom the Compensation Committee determines compensation;
|
•
|
determining compensation for the officers of HLS for whom the Compensation Committee determines compensation;
|
•
|
reviewing director compensation and making recommendations to the Board regarding the same;
|
•
|
overseeing the preparation of the Compensation Discussion and Analysis to be included in the Annual Report and preparing the Compensation Committee Report to be included in the Annual Report;
|
•
|
reviewing the Company’s executive compensation plans with respect to behavioral, operational and other risks;
|
•
|
administering and making recommendations to the Board with respect to HEP’s equity plan and HLS’s annual incentive plan; and
|
•
|
reviewing the adequacy of the Compensation Committee charter on an annual basis
|
•
|
reviewed and discussed Holly Energy Partners, L.P.’s quarterly unaudited consolidated financial statements and its audited annual consolidated financial statements for the year ended December 31, 2018 with management and Ernst & Young LLP, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements, including those in management’s discussion and analysis thereof;
|
•
|
discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board;
|
•
|
discussed with Ernst & Young LLP matters relating to its independence and received the written disclosures and letter from Ernst & Young required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning the firm’s independence;
|
•
|
discussed with Holly Energy Partners, L.P.’s internal auditors and Ernst & Young LLP the overall scope and plans for their respective audits and met with the internal auditors and Ernst & Young LLP, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls and the overall quality of Holly Energy Partners, L.P.’s financial reporting; and
|
•
|
considered whether Ernst & Young LLP’s provision of non-audit services to Holly Energy Partners, L.P. is compatible with the auditor’s independence
|
|
Compensation in 2018
|
Annual cash retainer (1)
|
$100,000
|
Annual equity retainer of restricted units (2)
|
$90,000
|
Annual cash retainer for the Chairman of the Board
|
$75,000
|
Annual cash retainer for Chairmen of committees
|
$25,000 (3)
|
(1)
|
No meeting fees are paid for the first 12 Board or Committee meetings. A meeting fee of $1,500 would be paid beginning with the thirteenth meeting of the Board or Committee. Neither the Board nor any Committee had more than 12 meetings in 2018; and as a result, no meeting fees were paid in 2018.
|
(2)
|
The annual award is comprised of a number of restricted units equal to the annual equity retainer divided by the closing price of a common unit on the date of grant, with the number of restricted units rounded up in the case of fractional shares.
|
(3)
|
Beginning in 2018, no cash retainer was paid to the Chairman of the Compensation Committee since he also serves as Chairman of the Board.
|
Name (1)
|
Fees Earned or Paid in Cash
|
Unit Awards (2)
|
Total
|
|||
Larry R. Baldwin
|
$125,000
|
$90,014
|
$215,014
|
|||
R. Kevin Hardage (3)
|
36,000
|
|
—
|
|
36,000
|
|
Michael C. Jennings
|
175,000
|
|
90,014
|
|
265,014
|
|
Christine B. LaFollette (4)
|
83,333
|
|
157,536
|
|
240,869
|
|
James H. Lee
|
100,000
|
|
90,014
|
|
190,014
|
|
Eric L. Mattson (4)
|
104,167
|
|
157,536
|
|
261,703
|
|
(1)
|
Mr. Damiris is not included in this table because he received no additional compensation for his service on the Board since, during 2018, Mr. Damiris was an executive officer of HFC and HLS. The compensation paid by HFC to Mr. Damiris in 2018 will be shown in HFC’s 2019 Proxy Statement. A portion of the compensation paid to Mr. Damiris by HFC in 2018 is allocated to the services he performed for us in his capacity as an executive officer of HLS and is disclosed in the “Summary Compensation Table” below.
|
(2)
|
Reflects the aggregate grant date fair value of restricted units granted to non-employee directors, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), determined without regard to forfeitures. See Note 7 to our consolidated financial statements for the fiscal year ended December 31, 2018, for a discussion of the assumptions used in determining the FASB ASC Topic 718 grant date fair value of these awards.
|
(3)
|
Mr. Hardage was appointed to the Board effective November 14, 2017 to fill a temporary vacancy. He did not participate in the director compensation program and instead received $18,000 per month for his service on the Board. He resigned from the Board effective February 28, 2018.
|
(4)
|
Ms. LaFollette and Mr. Mattson were appointed to the Board effective March 1, 2018.
|
Name
|
Position with HLS in 2018
|
George J. Damiris
|
Chief Executive Officer and President
|
Richard L. Voliva III
|
Executive Vice President and Chief Financial Officer
|
Mark T. Cunningham
|
Senior Vice President, Operations and Engineering
|
Denise C. McWatters
|
Senior Vice President, General Counsel and Secretary
|
•
|
Mr. Cunningham spent all of his professional time managing our business and affairs and did not provide any services to HFC.
|
•
|
Messrs. Damiris and Voliva and Ms. McWatters, who we generally refer to as the “HFC Shared Officers,” also served as executive officers of HFC and devoted as much of their professional time as was necessary to oversee the management of our business and affairs. All compensation paid to such executive officers is paid and determined by HFC, without input from the Compensation Committee.
|
•
|
Administrative Fee Covers HFC Shared Officers.
Under the terms of the Omnibus Agreement we pay an annual administrative fee to HFC (currently $2.5 million) for the provision of general and administrative services for our benefit, which may be increased or decreased as permitted under the Omnibus Agreement. The administrative services covered by the Omnibus Agreement include, without limitation, the costs of corporate services provided to us by HFC such as accounting, tax, information technology, human resources, in-house legal support and office space, furnishings and equipment. None of the services covered by the administrative fee is assigned any particular value individually. Although the administrative fee covers the services provided to us by the Named Executive Officers who are HFC Shared Officers, no portion of the administrative fee is specifically allocated to services provided by those Named Executive Officers to us. Rather, the administrative fee generally covers services provided to us by HFC and, except as described below, there is no reimbursement by us for the specific costs of such services. See Item 13, “Certain Relationships and Related Transactions, and Director Independence” of this Annual Report on Form 10-K for additional discussion of our relationships and transactions with HFC.
|
•
|
Reimbursements for Compensation of Dedicated HLS Officers.
Under the Omnibus Agreement, we also reimburse HFC for certain expenses incurred on our behalf, such as for salaries and employee benefits for certain personnel employed by HFC who perform services for us on behalf of HLS, including the dedicated HLS officers, as described in greater detail below. The partnership agreement provides that our general partner will determine the expenses that are allocable to us. In 2018, we reimbursed HFC for 100% of the compensation expenses incurred by HFC for salary, bonus, retirement and other benefits provided to Mr. Cunningham. With respect to equity compensation paid by us to Mr. Cunningham,
|
•
|
Generally.
For 2018, the Compensation Committee generally made compensation decisions for Mr. Cunningham, other than with respect to pension and retirement benefits as described below. All compensation provided to Mr. Cunningham for 2018 is discussed and reported, in accordance with SEC rules, in the narratives and tables that follow.
|
•
|
Pension and Retirement Benefits.
The Compensation Committee does not review or approve pension or retirement benefits for any of the Named Executive Officers. Rather, all pension and retirement benefits provided to the executives are the same pension and retirement benefits that are provided to employees of HFC generally, and such benefits are sponsored and administered entirely by HFC without input from HLS or the Compensation Committee. The pension and retirement benefits provided to Mr. Cunningham in 2018 are described below and were charged to us monthly in accordance with the Omnibus Agreement.
|
•
|
Generally.
HFC makes all decisions regarding the compensation paid to the HFC Shared Officers, which compensation is covered by the administrative fee under the Omnibus Agreement (and therefore not subject to reimbursement by us); however, in accordance with SEC rules, for purposes of these disclosures, a portion of the compensation paid by HFC to the HFC Shared Officers for 2018 is allocated to the services they performed for us during 2018. The allocation was made based on the assumption that each of Messrs. Damiris and Voliva and Ms. McWatters spent, in the aggregate, the following percentage of his or her professional time on our business and affairs in 2018:
|
Name
|
Percentage of Time
|
George J. Damiris
|
20%
|
Richard L. Voliva III
|
20%
|
Denise C. McWatters
|
30%
|
Andeavor Logistics LP
|
Genesis Energy LP
|
Boardwalk Pipeline Partners LP
|
Midcoast Energy Partners, L.P.
|
Calumet Specialty Products Partners LP
|
NGL Energy Partners LP
|
Crestwood Equity Partners LP
|
NuStar Energy LP
|
DCP Midstream LP
|
Summit Midstream Partners LP
|
EnLink Midstream Partners, LP
|
Tallgrass Energy Partners LP
|
Enbridge Energy Partners, LP
|
USA Compression Partners LP
|
•
|
base salary;
|
•
|
annual incentive cash bonus compensation;
|
•
|
long-term equity incentive compensation;
|
•
|
severance and change in control benefits;
|
•
|
health and retirement benefits; and
|
•
|
perquisites.
|
Name
|
2017
Base Salary
|
2018
Base Salary (1)
|
Percentage Increase from 2017
|
Mark T. Cunningham
|
$303,000
|
$312,090
|
3%
|
(1)
|
Represents salary effective January 1, 2018.
|
•
|
Actual Distributable Cash Flow vs. Budget
: Half of the target award may be earned based upon our actual distributable cash flow during the performance period compared to the budgeted distributable cash flow for the performance period, adjusted for differences in estimated and actual Producers Price Index adjustments and differences in the timing of known acquisitions.
|
Actual Distributable Cash Flow vs. Budget
|
Bonus Achievement (1)
|
Less than 100%
|
Actual Distributable Cash Flow as Percentage of Budget
|
100%
|
100%
|
Greater than 100%
|
100% plus 3% for each 1% Actual Distributable Cash Flow exceeds Budget
|
(1)
|
The percentages are interpolated between percentage points and rounded to the nearest hundredth percent.
|
•
|
Individual Performance:
The other half of the target award may be earned based on the employee’s individual performance during the performance period, as determined in the discretion of the employee’s immediate supervisor. The employee’s individual performance is evaluated through a performance review by the employee’s immediate supervisor, which includes a written assessment. The assessment reviews several criteria, including how well the employee performed his or her pre-established individual goals during the performance period and the employee’s interpersonal effectiveness, integrity, and business conduct.
|
|
|
Allocation Between Performance Metrics
|
|
Award Opportunities
|
||
Name
|
|
Actual vs. Budgeted DCF
|
Individual
|
|
Target
|
Maximum
|
Mark T. Cunningham
|
|
20.0%
|
20.0%
|
|
40.0%
|
80.0%
|
Name
|
Actual vs. Budgeted DCF
|
Individual
|
Total
|
Mark T. Cunningham
|
21.2%
|
20.0%
|
41.2%
|
•
|
promoting our interests by providing equity incentive compensation awards to eligible individuals;
|
•
|
enhancing our ability to attract and retain the services of individuals who are essential for our growth and profitability;
|
•
|
encouraging those individuals to devote their best efforts to advancing our business; and
|
•
|
aligning the interests of those individuals with the interests of our unitholders.
|
Name
|
Number of Phantom Units
|
Mark T. Cunningham
|
3,861
|
Phantom Unit Vesting Criteria
|
|
Vesting Date
(1)
|
Cumulative Amount of Phantom Units Vested
|
Immediately following December 15, 2018
|
1/3
|
Immediately following December 1, 2019
|
2/3
|
Immediately following December 1, 2020
|
All
|
Name
|
Target Number of Performance Units
|
Mark T. Cunningham
|
3,861
|
(1)
|
The percentages above are interpolated between points up to a maximum of 150% but no less than 50%. The result is rounded to the nearest whole percentage, but not to a number in excess of 150%.
|
Term
|
What It Means
|
Achieved Distributable Cash Flow/Unit
|
Actual Distributable Cash Flow in 2020 adjusted, on an annualized basis, to the extent such adjustment is not reflected in Actual Distributable Cash Flow in 2020, to include the effect of the closing of any acquisition to income and/or outstanding HEP common units and/or to eliminate any general partner give-back and any other aberrational event, as determined by the Compensation Committee, divided by the number of common units outstanding as of year-end 2020
|
Base Distributable Cash Flow/Unit
|
Actual Distributable Cash Flow for 2017 adjusted, on an annualized basis, to include the effect of the closing of any acquisition to income and/or outstanding HEP common units and/or to eliminate any general partner give-back and any other aberrational event, as determined by the Compensation Committee, divided by the number of common units outstanding as of year-end 2017
|
Target Distributable Cash Flow/Unit
|
Base Distributable Cash Flow/Unit x (100% + WAIA
1
) x (100% + WAIA
2
) x (100% + WAIA
3
)
|
Incentive Distributable Cash Flow/Unit
|
Base Distributable Cash Flow/Unit x (100% + (WAIA
1
+ 4%)) x (100% + (WAIA
2
+ 4%)) x (100% + (WAIA
3
+ 4%))
|
WAIA
|
The weighted after inflation adjustment for each of years 1, 2 and 3 of the performance period (identified as WAIA
1
, WAIA
2
, and WAIA
3
, respectively) to HEP’s applicable sources of revenue calculated as follows: annual percentage increase of the Producers Price Index - Commodities-Finished Goods published by the U.S. Department of Labor, Bureau of Labor Statistics
For purposes of calculating Target Distributable Cash Flow/Unit and Incentive Distributable Cash Flow/Unit, the WAIA is rounded to the nearest 0.1%
|
Years of Service
|
Retirement Contribution
(as percentage of eligible compensation)
|
Less than 5 years
|
3%
|
5 to 10 years
|
4%
|
10 to 15 years
|
5.25%
|
15 to 20 years
|
6.5%
|
20 years and over
|
8%
|
Executive Officer
|
Value of Units
|
Mark T. Cunningham
|
1x Base Salary
|
Name
|
Number of Phantom Units
|
Mark T. Cunningham
|
5,220
|
Phantom Unit Vesting Criteria
|
|
Vesting Date
(1)
|
Cumulative Amount of Phantom Units Vested
|
Immediately following December 1, 2019
|
1/3
|
Immediately following December 1, 2020
|
2/3
|
Immediately following December 1, 2021
|
All
|
Name
|
Target Number of Performance Units
|
Mark T. Cunningham
|
5,220
|
•
|
“EBITDA,” which determines 50% of the shares earned at the end of the performance period, is defined as our earnings before interest, taxes, depreciation and amortization of for each calendar year during the performance period. The Board believes EBITDA is an appropriate metric because it measures HEP’s profitability before the effects of items such as financings, capital expenditures and taxes.
|
•
|
“total unitholder return,” which determines 50% of the shares earned at the end of the performance period, is defined as (a) the appreciation in our unit price during the performance period (in dollars) plus cumulative distributions paid during the performance period plus any additional value or compensation received by unitholders such as units received from spinoffs, divided by (b) the closing price of our common units on the first business day of the performance period. The Compensation Committee believes total unitholder return is an appropriate metric because it (i) aligns the interests of management with the interests of unitholders and (ii) provides a useful means of comparing our overall performance relative to the overall performance of our incentive peer group.
|
EBITDA Achievement Relative to Target EBITDA
|
EBITDA Performance Percentage
|
Target EBITDA plus 2.5%
|
Maximum (200% of Target)
|
< Target EBITDA plus 2.5% but > Target EBITDA
|
Interpolate between 100% and 200%
|
Target EBITDA
|
Target (100%)
|
<Target EBITDA but > Target EBITDA minus 5%
|
Interpolate between 50% and 100%
|
Target EBITDA minus 5%
|
50% of Target (Minimum)
|
< Target EBITDA minus 5%
|
Zero
|
Ranking of the Partnership within Peer Group
|
Total Unitholder Return Performance Percentage
|
> 90
th
percentile
|
Maximum (200% of Target)
|
<90
th
percentile but > 50
th
percentile
|
Interpolate between 100% and 200%
|
50
th
percentile
|
Target (100%)
|
<50
th
percentile but > 25
th
percentile
|
Interpolate between 25% and 100%
|
25
th
percentile
|
25% of Target (Minimum)
|
<25
th
percentile
|
Zero
|
Name and Principal Position
|
Year
|
Salary
|
Bonus (1)
|
Unit Awards (2)
|
Non-Equity
Incentive Plan Compensation (3)
|
All Other Compensation (4)
|
Total
|
||||||
George J. Damiris
Chief Executive Officer and President (5)
|
2018
|
$1,250,000
|
—
|
|
—
|
|
$1,020,074
|
—
|
|
$2,270,074
|
|||
2017
|
1,100,000
|
|
—
|
|
—
|
|
881,430
|
|
—
|
|
1,981,430
|
|
|
2016
|
452,187
|
|
—
|
|
—
|
|
—
|
|
—
|
|
452,187
|
|
|
Richard L. Voliva III
Executive Vice President and Chief Financial Officer (5)
|
2018
|
650,000
|
|
—
|
|
—
|
|
4,215
|
|
—
|
|
654,215
|
|
2017
|
468,750
|
|
—
|
|
—
|
|
154,568
|
|
—
|
|
623,318
|
|
|
2016
|
255,288
|
|
$193,130
|
$776,079
|
56,870
|
|
$45,225
|
1,326,592
|
|
||||
Mark T. Cunningham
Senior Vice President, Operations and Engineering
|
2018
|
312,090
|
|
60,600
|
|
300,046
|
|
66,660
|
|
55,185
|
|
794,581
|
|
2017
|
303,000
|
|
60,600
|
|
275,058
|
|
66,660
|
|
48,692
|
|
754,010
|
|
|
2016
|
300,000
|
|
60,000
|
|
275,172
|
|
79,800
|
|
49,431
|
|
764,403
|
|
|
Denise C. McWatters
Senior Vice President, General Counsel and Secretary (5)
|
2018
|
550,000
|
|
—
|
|
—
|
|
117,064
|
|
—
|
|
667,064
|
|
2017
|
500,000
|
|
—
|
|
—
|
|
103,867
|
|
—
|
|
603,867
|
|
|
2016
|
470,000
|
|
—
|
|
—
|
|
93,359
|
|
—
|
|
563,359
|
|
(1)
|
Represents the discretionary bonus amount, if any, paid pursuant to the individual performance metric under our Annual Incentive Plan and any other bonus paid outside our Annual Incentive Plan. Other payments made under our Annual Incentive Plan are included in the “Non-Equity Incentive Plan Compensation” column.
|
(2)
|
Represents the aggregate grant date fair value of awards of restricted units or phantom units and performance units made in the year indicated computed in accordance with FASB ASC Topic 718, determined without regard to forfeitures, and does not reflect the actual value that may be recognized by the executive. See Note 7 to our consolidated financial statements for the fiscal year ended December 31, 2018 for a discussion of the assumptions used in determining the FASB ASC Topic 718 grant date fair value of these awards.
|
(3)
|
Represents the bonus amount, if any, paid under our Annual Incentive Plan, other than with respect to the individual performance metric (which amounts are reported in the “Bonus” column). The 2018 bonus amounts under our Annual Incentive Plan are described above in greater detail under “Compensation Discussion and Analysis-Overview of 2018 Executive Compensation Components and Decisions-Annual Incentive Cash Bonus Compensation.” See note 5 to the Summary Compensation Table for a discussion of the amounts reported as “Non-Equity Incentive Plan Compensation” with respect to Messrs. Damiris and Voliva and Ms. McWatters for 2018.
|
(4)
|
For 2018, includes the compensation as described under “All Other Compensation” below.
|
(5)
|
During 2018, each of these officers split his or her professional time between HFC and us, and all compensation paid to him or her for 2018 was determined and paid by HFC. In accordance with SEC rules, for purposes of these disclosures, a portion of the total compensation paid by HFC to these officers for 2018 is allocated to the services he or she performed for us during 2018. The allocation was made based on the assumption that each officer spent, in the aggregate, approximately the following percentage of his or her professional time in 2018 on our business and affairs:
|
Name
|
Percentage of Time
|
George J. Damiris
|
20%
|
Richard L. Voliva III
|
20%
|
Denise C. McWatters
|
30%
|
Name (1)
|
401(k) Plan Company Matching Contributions
|
401(k) Plan Retirement Contributions
|
NQDC Plan Company Matching Contributions
|
NQDC Plan Retirement Contributions
|
Tax Reimbursement
|
Total
|
||||||
George J. Damiris
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Richard L. Voliva III
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Mark T. Cunningham
|
$16,500
|
$17,875
|
$9,938
|
$10,766
|
$106 (2)
|
$55,185
|
||||||
Denise C. McWatters
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
The value of the perquisites provided by us to our Named Executive Officers in 2018 did not exceed $10,000 in the aggregate, and therefore, in accordance with SEC rules, are not included in the table above or described in this footnote.
|
(2)
|
Represents tax payments made on the executive’s behalf with respect to imputed income for a prize received at a company event.
|
|
Type
|
Grant
Date
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)
|
Estimated Future Payouts Under
Equity Incentive Plan Awards (2)
|
All other
Equity Awards
(3)
|
Grant
Date Fair Value
(4)
|
||||
Name
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
||||
George J. Damiris
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Richard L. Voliva (5)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Mark T. Cunningham
|
AICP
|
|
$0
|
$62,418
|
$124,836
|
|
|
|
|
|
|
PUA
|
11/28/2018
|
|
|
|
2,610
|
5,220
|
10,440
|
|
$150,023
|
|
PHUA
|
11/28/2018
|
|
|
|
|
|
|
5,220
|
$150,023
|
Denise C. McWatters
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(1)
|
Represents the potential payouts for the awards under our Annual Incentive Plan, which were subject to the achievement of certain performance metrics. The performance metrics and awards are described under “Compensation Discussion and Analysis - Overview of 2018 Executive Compensation Components and Decisions - Annual Incentive Cash Bonus Compensation.” Although these awards were granted in the fourth quarter of 2017, they represent the 2018 Annual Incentive Plan awards and any payouts with respect to these awards are reported in the Summary Compensation Table for 2018. Amounts reported do not include amounts potentially payable pursuant to the discretionary individual performance portion of the award. The amount actually paid with respect to the individual performance portion of the award is reported in the “Bonus” column of the Summary Compensation Table for 2018, and the amount actually paid with respect to the portion of the award reported
|
(2)
|
Represents the potential number of performance units payable under the Long-Term Incentive Plan. Amounts reported (a) in the “Threshold” column reflect 50% of the target number of performance units awarded to the named executive officer, which, in accordance with SEC rules, is the minimum amount payable for a certain level of performance under the performance unit awards, (b) in the “Target” column reflect 100% of the target number of performance units awarded to the named executive officer, which is the target amount payable under the performance unit awards, and (c) in the “Maximum” column reflect 200% of the target number of performance units awarded to the named executive officer, which is the maximum amount payable under the performance unit awards. If less than minimum levels of performance, as described in the “Threshold” column, are attained with respect to the EBITDA and total unitholder return performance metrics applicable to the performance unit awards, then 0% of the target number of performance units awarded will be earned. The number of units paid at the end of the performance period may vary from the target amount, based on our achievement of specified performance measures. The terms of the performance unit awards granted in November 2018 for the 2019 fiscal year are described above under “Compensation Discussion and Analysis -
2019 Compensation Decisions - Long-Term Equity Incentive Compensation - Performance Unit Awards.” See “Compensation Discussion and Analysis - Overview of 2019 Compensation Components and Decisions - Long-Term Equity Incentive Compensation - Performance Unit Awards.”
|
(3)
|
Represents awards of phantom units. The terms of the phantom unit awards granted in November 2018 for the 2019 fiscal year are described above under “Compensation Discussion and Analysis - 2019 Compensation Decisions - Long-Term Equity Incentive Compensation - Phantom Unit Awards.”
|
(4)
|
Represents the grant date fair value determined pursuant to FASB ASC Topic 718, based on a closing price of our common units of $28.74 on November 28, 2018. The value of performance units granted on November 28, 2018 reflects a probable settlement percentage of 100%. See note 2 to the Summary Compensation Table for additional information regarding the aggregate probable settlement percentage calculation.
|
Name
|
Award Type
|
Number of Units That Have Not Vested (1)
|
Market Value of Units That Have Not Vested
|
Equity Incentive Plan Awards: Number of Unearned Units or Other Rights That Have Not Vested
(2)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Units or Other Rights That Have Not Vested
|
||||
George J. Damiris
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
Richard L. Voliva III
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
Mark T. Cunningham
|
RUA
|
1,376
|
|
$39,299
|
|
|
|||
PHUA
|
7,794
|
|
$222,597
|
|
|
||||
PUA
|
|
|
22,424
|
|
$640,415
|
||||
Denise C. McWatters
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
Represents restricted unit awards granted by us in October 2016 to Mr. Cunningham (4,128), of which one third vested on December 15, 2017, one third vested on December 15, 2018 and the remaining one third vests on December 1, 2019.
|
•
|
in November 2017 to Mr. Cunningham (3,861), of which one third vested on December 15, 2018, one third vests on December 1, 2019 and the remaining one third vests on December 1, 2020; and
|
•
|
in November 2018 to Mr. Cunningham (5,220), of which one third vests on December 1, 2019, one third vests on December 1, 2020 and the remaining one third vests on December 1, 2021.
|
(2)
|
Includes the following performance unit awards granted by us (the amounts included in the parentheticals reflect the target number of performance units subject to each award):
|
•
|
in October 2016 to Mr. Cunningham (4,128), with a performance period that ends on December 31, 2019;
|
•
|
in November 2017 to Mr. Cunningham (3,861), with a performance period that ends on December 31, 2020; and
|
•
|
in November 2018 to Mr. Cunningham (5,220), with a performance period that ends on December 31, 2021.
|
Named Executive Officer
|
Unit Awards
|
|||
Number of Units Acquired on Vesting
|
Value Realized on Vesting
|
|||
George J. Damiris
|
—
|
|
—
|
|
Richard L. Voliva III
|
2,458 (1)
|
|
$71,023
|
|
Mark T. Cunningham
|
11,375 (1)
|
|
$328,850
|
|
Denise C. McWatters
|
—
|
|
—
|
|
(1)
|
Includes the following number of common units (shown in column (b) below) that became payable to the executive officer on February 6, 2019 following the Board’s certification that the applicable standards for the target performance units granted to the executive officer in October 2015 (shown in column (a) below), the performance period for which ended December 31, 2018, had been met (based on a performance percentage of 150%), which performance units are treated, in accordance with SEC rules, as vesting during 2018:
|
|
Performance Units Granted in October 2015
(a)
|
Number of Common Units
(b)
|
Richard L. Voliva III
|
1,341
|
2,011
|
Mark T. Cunningham
|
4,752
|
7,128
|
Years of Services
|
Retirement Contribution
(as percentage of eligible compensation)
|
Less than 5 years
|
3%
|
5 to 10 years
|
4%
|
10 to 15 years
|
5.25%
|
15 to 20 years
|
6.5%
|
20 years and over
|
8%
|
Investment Funds
|
Rate of Return
|
|
AllianzGI NFJ Small Cap Value I Fund
|
(19.03
|
)%
|
American Century Mid-Cap Value I Fund
|
(12.84
|
)%
|
Fidelity Contrafund
|
(2.13
|
)%
|
Harbor Capital Appreciation Inst Fund
|
(1.03
|
)%
|
Hartford SmallCap Growth Y Fund
|
(12.02
|
)%
|
LargeCap S&P 500 Index Inst Fund
|
(4.55
|
)%
|
MidCap S&P 400 Index Inst Fund
|
(11.32
|
)%
|
Oppenheimer Developing Markets Institutional Fund
|
(11.79
|
)%
|
Oppenheimer International Growth Institutional Fund
|
(19.22
|
)%
|
PIMCO Total Return Instl Fund
|
(0.26
|
)%
|
SmallCap S&P 600 Index Inst Fund
|
(8.74
|
)%
|
T. Rowe Price Retirement 2005 Fund
|
(3.26
|
)%
|
T. Rowe Price Retirement 2010 Fund
|
(3.61
|
)%
|
T. Rowe Price Retirement 2015 Fund
|
(4.17
|
)%
|
T. Rowe Price Retirement 2020 Fund
|
(4.94
|
)%
|
T. Rowe Price Retirement 2025 Fund
|
(5.62
|
)%
|
T. Rowe Price Retirement 2030 Fund
|
(6.28
|
)%
|
T. Rowe Price Retirement 2035 Fund
|
(6.87
|
)%
|
T. Rowe Price Retirement 2040 Fund
|
(7.32
|
)%
|
T. Rowe Price Retirement 2045 Fund
|
(7.57
|
)%
|
T. Rowe Price Retirement 2050 Fund
|
(7.58
|
)%
|
T. Rowe Price Retirement 2055 Fund
|
(7.62
|
)%
|
T. Rowe Price Retirement 2060 Fund
|
(7.57
|
)%
|
Vanguard Equity-Income Adm. Fund
|
(5.65
|
)%
|
Vanguard Federal Money Market Investor Fund
|
1.78
|
%
|
Vanguard Total Bond Market Index Institutional Fund
|
(0.01
|
)%
|
Vanguard Total International Stock Index Institutional Fund
|
(14.39
|
)%
|
Victory Munder Mid-Cap Core Growth R6 Fund
|
(13.47
|
)%
|
Name
|
Executive Contributions in 2018 (1)
|
Company
Contributions in 2018 (2)
|
Aggregate
Earnings in 2018
|
Aggregate
Withdrawals/
Distributions in 2018
|
Aggregate Balance
at December 31, 2018 (3)
|
|||||
George J. Damiris
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Richard L. Voliva III
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Mark T. Cunningham
|
$157,753
|
$20,704
|
$(89,594)
|
|
—
|
|
$792,503
|
|||
Denise C. McWatters
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
The amounts reported were deferred at the election of the Named Executive Officer and are also included in the amounts reported in the “Salary,” “Bonus” and/or “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table for 2018.
|
(2)
|
These amounts are also included in the “All Other Compensation” column of the Summary Compensation Table for 2018.
|
(3)
|
The aggregate balance for Mr. Cunningham reflects the cumulative value, as of December 31, 2018, of his and employer-provided contributions to the NQDC Plan for his account, and any earnings on these amounts, since he began participating in the NQDC Plan in 2012. We reported executive and company contributions for Mr. Cunningham in the Summary Compensation Table in the following aggregate amounts:
|
Name
|
2018
|
Years Prior to 2018
|
Mark T. Cunningham
|
$178,457
|
$620,152
|
•
|
an amount equal to his accrued and unpaid salary, unreimbursed expenses and accrued vacation pay; and
|
•
|
a lump sum amount equal to a designated multiplier times (i) the executive’s annual base salary as of the date of termination or the date immediately prior to the “Change in Control,” whichever is greater, and (ii) the executive’s annual bonus amount, calculated as the average annual bonus paid to him for the prior three years. The severance multiplier is 1.0 for Mr. Cunningham.
|
•
|
a person or group of persons (other than HFC or any of its wholly-owned subsidiaries; HLS, HEP, HEP Logistics or any of their subsidiaries) becomes the beneficial owner of more than 50% of the combined voting power of the then outstanding securities of HFC, HLS, HEP or HEP Logistics or more than 50% of the outstanding common stock or membership interests, as applicable or HFC or HLS;
|
•
|
the individuals who as of the date of grant constituted a majority of HFC’s Board of Directors and individuals whose election by HFC’s Board of Directors, or nomination for election by the holders of the voting securities of HFC, was approved by a vote of at least two-thirds of the directors, cease for any reason to constitute a majority of HFC’s Board of Directors;
|
•
|
the consummation of a merger, consolidation or recapitalization of HFC, HLS, HEP or HEP Logistics resulting in the holders of voting securities of HFC, HLS, HEP or HEP Logistics, as applicable, prior to the merger or consolidation owning less than 50% of the combined voting power of the voting securities of HFC, HLS, HEP or HEP Logistics, as applicable, or a recapitalization of HFC, HLS, HEP or HEP Logistics in which a person or group becomes the beneficial owner of securities of HFC, HLS, HEP or HEP Logistics, as applicable, representing more than 50% of the combined voting power of the then outstanding securities of HFC, HLS, HEP or HEP Logistics, as applicable;
|
•
|
the holders of voting securities of HFC or HEP approve a plan of complete liquidation or dissolution of HFC or HEP, as applicable; or
|
•
|
the holders of voting securities of HFC or HEP approve the sale or disposition of all or substantially all of the assets of HFC or HEP, as applicable, other than to an entity holding at least 60% of the combined voting power of the voting securities immediately prior to such sale or disposition.
|
•
|
the engagement in any act of willful gross negligence or willful misconduct on a matter that is not inconsequential; or
|
•
|
conviction of a felony.
|
•
|
a material reduction in the executive’s (or his supervisor’s) authority, duties or responsibilities;
|
•
|
a material reduction in the executive’s base compensation; or
|
•
|
the relocation of the executive to an office or location more than 50 miles from the location at which the executive normally performed the executive’s services, except for travel reasonably required in the performance of the executive’s responsibilities.
|
•
|
the executive’s employment is terminated, other than for “Cause,” or
|
•
|
the executive resigns within 90 days following an “Adverse Change.”
|
•
|
Restricted Units
:
Upon death or disability, the executive will vest with respect to a pro rata number of units attributable to the period of service completed during the applicable vesting period and will forfeit any unvested units. Upon retirement, the executive will forfeit any unvested units.
|
•
|
Phantom Units
: Upon death or disability, the executive will vest with respect to a pro rata number of units attributable to the period of service completed during the applicable vesting period and will forfeit any unvested units. Upon “Retirement,” the executive will fully vest in all phantom units.
|
•
|
Performance Units
:
Pursuant to the terms of the November 2017 and November 2018 performance unit award agreements, upon retirement the award will remain outstanding and eligible to vest without proration subject to actual performance. Upon death, disability and retirement, other than with respect to retirement under the terms of the November 2017 and November 2018 performance unit award agreements, the executive will remain eligible to vest with respect to a pro rata number of units attributable to the period of service completed during the applicable performance period (rounded up to include the month of termination) and will forfeit any unvested units. The Compensation Committee will determine the number of remaining performance units earned and the amount to be paid to the executive as soon as administratively possible after the end of the performance period based upon the performance actually attained for the entire performance period (provided that executives will earn and receive payment with respect to no less than 50% of the performance units awarded prior to 2018). The foregoing also applies if the executive separates from employment for any other reason other than a voluntary separation, Special Involuntary Separation or for “Cause.”
|
•
|
a person or group of persons (other than HFC or any of its wholly-owned subsidiaries or HLS, HEP, HEP Logistics or any of their subsidiaries) becomes the beneficial owner of more than 40% of the combined voting power of the then outstanding securities of HFC, HLS, HEP or HEP Logistics;
|
•
|
the individuals who as of the date of grant constituted a majority of HFC’s Board of Directors cease for any reason to constitute a majority of HFC’s Board of Directors;
|
•
|
the consummation of a merger, consolidation or recapitalization of HFC, HLS, HEP or HEP Logistics resulting in the holders of voting securities of HFC, HLS, HEP or HEP Logistics, as applicable, prior to the merger or consolidation owning less than 60% of the combined voting power of the voting securities of HFC, HLS, HEP or HEP Logistics, as applicable, or a recapitalization of HFC, HLS, HEP, or HEP Logistics in which a person or group becomes the beneficial owner of securities of HFC, HLS, HEP or HEP Logistics, as applicable, representing more than 40% of the combined voting power of the then outstanding securities of HFC, HLS, HEP or HEP Logistics, as applicable;
|
•
|
the holders of voting securities of HFC, HLS, HEP or HEP Logistics approve a plan of complete liquidation or dissolution of HFC, HLS, HEP or HEP Logistics, as applicable; or
|
•
|
the holders of voting securities of HFC, HLS, HEP or HEP Logistics approve the sale or disposition of all or substantially all of the assets of HFC, HLS, HEP or HEP Logistics, as applicable, other than to an entity holding at least 60% of the combined voting power of the voting securities immediately prior to such sale or disposition.
|
•
|
a change in the city in which the executive is required to work;
|
•
|
a substantial increase in travel requirements of employment;
|
•
|
a substantial reduction in the duties of the type previously performed by the executive; or
|
•
|
a significant reduction in compensation or benefits (other than bonuses and other discretionary items of compensation) that does not apply generally to executives.
|
•
|
a change in the executive’s principal office of employment of more than 25 miles from the executive’s work address at the time of grant of the award;
|
•
|
a material increase (without adequate consideration) or material reduction in the duties to be performed by the executive; or
|
•
|
a material reduction in the executive’s base compensation (other than bonuses and other discretionary items of compensation) that does not apply generally to employees.
|
•
|
an act of dishonesty constituting a felony or serious misdemeanor and resulting (or intended to result in) gain or personal enrichment to the executive at the expense of HLS;
|
•
|
gross or willful and wanton negligence in the performance of the executive’s material and substantial duties; or
|
•
|
conviction of a felony involving moral turpitude.
|
•
|
For purposes of determining amounts under the “Cash Payments” column, accrued and unpaid salary and unreimbursed expenses were assumed to equal zero.
|
•
|
Accrued vacation for a specific year is not allowed to be carried over to a subsequent year, so we assumed all accrued vacation for the 2018 year was taken prior to December 31, 2018. Because we accrue vacation in any given year for the following year, amounts reported as “Cash Payments” include vacation amounts accrued in 2018 for the 2019 year.
|
•
|
For amounts payable to the Named Executive Officers with respect to performance units upon a termination due to death, disability, retirement or other separation (other than a voluntary separation, a for “Cause” separation or a Special Involuntary Termination), we assumed the performance units would settle at 100%. The number of units paid at the end of the performance period may vary from the amounts reflected in the following tables, based on our actual achievement compared to the performance targets. Mr. Cunningham was not eligible for retirement vesting at December 31, 2018.
|
•
|
With respect to the treatment of restricted and phantom unit awards upon termination due to death, disability or without Cause, we have reflected accelerated vesting based on the length of employment during the vesting period for each award.
|
•
|
The amount shown for “Value of Welfare Benefits” represents amounts equal to the monthly premium payable pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for medical and dental premiums, multiplied by 12 months for Mr. Cunningham.
|
•
|
In calculating whether any tax reimbursements were owed to the Named Executive Officers, we used the following assumptions: (a) no amounts will be discounted as attributable to reasonable compensation, (b) all cash severance payments are contingent upon a change in control, and (c) the presumption required under applicable regulations that the equity awards granted in 2018 were contingent upon a change in control could be rebutted. Based on these assumptions, none of the Named Executive Officers would receive any tax reimbursement or “gross-up” payments with respect to any amounts reported in the table below.
|
•
|
No amounts potentially payable pursuant to the NQDC Plan are included in the table below since neither the form nor amount of any such benefits would be enhanced nor vesting or other provisions accelerated in connection with any of the triggering events disclosed below. Please refer to the section titled “Nonqualified Deferred Compensation” for additional information regarding these benefits.
|
Named Executive Officer
|
Cash Payments
|
Value of
Welfare Benefits
|
Vesting
of Equity Awards
|
Total
|
||||
George J. Damiris
|
—
|
|
—
|
|
—
|
|
—
|
|
Richard L. Voliva III
|
—
|
|
—
|
|
—
|
|
—
|
|
Mark T. Cunningham
Termination in connection with or following a Change in Control
|
$470,450
|
$18,153
|
$640,415
|
$1,129,018
|
||||
Termination due to Death, Disability or without Cause
|
—
|
|
—
|
|
145,842
|
|
145,842
|
|
Denise C. McWatters
|
—
|
|
—
|
|
—
|
|
—
|
|
•
|
each person known to us to be a beneficial owner of 5% or more of the common units;
|
•
|
directors of HLS, the general partner of our general partner;
|
•
|
each Named Executive Officer of HLS; and
|
•
|
all directors and executive officers of HLS as a group.
|
Name of Beneficial Owner
|
Common Units
|
Percentage of Outstanding Common Units
|
|
HollyFrontier Corporation
(1)
|
59,630,030
|
|
56.6%
|
Tortoise Capital Advisors, L.L.C.
(2)
|
6,939,858
|
|
6.6%
|
Oppenheimer Funds, Inc.
(3)
|
6,267,063
|
|
5.9%
|
Mark T. Cunningham
(4)
|
58,537
|
|
*
|
Michael C. Jennings
(5)(6)
|
18,877
|
|
*
|
James H. Lee
(5)(6)(7)
|
9,938
|
|
*
|
Larry R. Baldwin
(5)
|
9,415
|
|
*
|
Richard L. Voliva III
(6)
|
6,816
|
|
*
|
Christine B. LaFollette
(5)
|
5,198
|
|
*
|
Eric L. Mattson
(5)
|
5,198
|
|
*
|
Denise C. McWatters
(6)
|
4,881
|
|
*
|
George J. Damiris
(6)
|
—
|
|
*
|
All directors and executive officers as group (9 persons)
(8)
|
118,860
|
|
*
|
(1)
|
HollyFrontier Corporation directly holds 5,006 common units over which it has sole voting and dispositive power and 59,625,024 common units over which it has shared voting and dispositive power. HollyFrontier Corporation is the record holder of 140,000 common units as nominee for Navajo Pipeline Co., L.P. The 59,625,024 common units over which HollyFrontier Corporation has shared voting and dispositive power are held as follows: HEP Logistics Holdings, L.P. directly holds 37,250,000 common units; Holly Logistics Limited LLC directly holds 21,615,230 common units; HollyFrontier Holdings LLC directly holds 184,800 common units; Navajo Pipeline Co., L.P. directly holds 254,880 common units; and other wholly-owned subsidiaries of HollyFrontier Corporation directly own 180,114 common units. HollyFrontier Corporation is the ultimate parent company of each such entity and may therefore be deemed to beneficially own the units held by each such entity. HollyFrontier Corporation files information with, or furnishes information to, the Securities and Exchange Commission pursuant to the information requirements of the Exchange Act. The address of HollyFrontier Corporation is 2828
N. Harwood, Suite 1300, Dallas, Texas 75201-1507.
|
(2)
|
Based on the Schedule 13G filed with the Securities and Exchange Commission on February 12, 2019, Tortoise acts as an investment adviser to certain investment companies and managed accounts pursuant to either an investment advisory agreement or a managed account agreement with each client, as applicable. Pursuant to such agreements, Tortoise has sole voting and dispositive power over 47 units, shared voting power over 6,939,858 units and shared dispositive power over 6,939,811 units. Pursuant to its client agreements, Tortoise may be deemed to beneficially own the units held by its clients. The address of Tortoise is 1550 Ash Street, Suite 300, Leawood, Kansas 66211.
|
(3)
|
Based on a Schedule 13G/A filed with the Securities and Exchange Commission on January 25, 2019, Oppenheimer Funds, Inc. has shared voting power and shared dispositive power with respect to 6,267,063 units. The address of Oppenheimer Funds, Inc. is Two World Financial Center, 225 Liberty Street, New York, NY 10281.
|
(4)
|
The number reported includes 1,367 restricted units for which Mr. Cunningham has sole voting power but no dispositive power and 7,794 common units to be issued upon settlement of phantom units, which may vest and be settled within 60 days of February 15, 2019 under certain circumstances. Until settled, Mr. Cunningham has no voting or dispositive power over the phantom units. The number does not include performance units held by Mr. Cunningham.
|
(5)
|
Includes 2,899 restricted units for which the director has sole voting power but no dispositive power.
|
(6)
|
Messrs. Jennings, Damiris, Voliva and Lee and Ms. McWatters each own common stock of HFC. Each of these individuals own common stock of HFC as set forth in the following table:
|
Name of Beneficial Owner
|
Number of Shares
|
|
George J. Damiris (a)
|
231,651
|
|
Richard L. Voliva III (a)(b)
|
61,793
|
|
Denise C. McWatters (a)
|
54,217
|
|
James H. Lee (c)
|
45,222
|
|
Michael C. Jennings (c)
|
27,899
|
|
Total
|
420,782
|
|
(a)
|
The number reported includes shares of HFC restricted stock for which the individual has sole voting power but no dispositive power, as follows: Mr. Damiris (44,053 shares), Ms. McWatters (6,608 shares) and Mr. Voliva (7,557 shares). Also includes shares of HFC common stock to be issued to the individual upon settlement of restricted stock units, which may vest and be settled within 60 days of February 15, 2019 under certain circumstances, as follows: Mr. Damiris (105,410 shares), Mr. Voliva (25,972 shares) and Ms. McWatters (15,270 shares). Until settled, the individual has no voting or dispositive power over the restricted stock units. The number does not include unvested performance share units.
|
(b)
|
The number reported includes 1,542 shares of HFC restricted stock and 2,981 restricted stock units held by Mr. Voliva’s wife for which Mr. Voliva disclaims beneficial ownership except to the extent of his pecuniary interest therein.
|
(c)
|
The number reported includes 1,982 shares of HFC common stock to be issued to the individual upon settlement of restricted stock units, which may vest and be settled within 60 days of February 15, 2019 under certain circumstances. Until settled, the individual has no voting or dispositive power over the common stock underlying the restricted stock units.
|
(7)
|
Includes 285 common units held by Mr. Lee’s wife. Mr. Lee’s wife has the right to receive distributions from, and the proceeds from the sale of, these common units. Mr. Lee disclaims beneficial ownership of the common units held by his wife except to the extent of his pecuniary interest therein.
|
(8)
|
The number reported includes 1,367 restricted units held by Mr. Cunningham for which he has sole voting power but no dispositive power, 7,794 common units to be issued to Mr. Cunningham upon settlement of phantom units, which may vest and be settled within 60 days of February 15, 2019 under certain circumstances and 14,495 restricted units held by non-employee directors for which they have sole voting power but no dispositive power. The number reported also includes 285 common units as to which Mr. Lee disclaims beneficial ownership, except to the extent of his pecuniary interest therein.
|
Plan Category (1)
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans
|
Equity compensation plans approved by security holders (2)
|
70,631 (3)
|
—
|
1,210,341
|
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
Total
|
70,631
|
—
|
1,210,341
|
(1)
|
All stock-based compensation plans are described in Note 7 to our consolidated financial statements for the fiscal year ended December 31, 2018.
|
(2)
|
On April 25, 2012, at a Special Meeting of the Unitholders of the Partnership, the unitholders approved the Long-Term Incentive Plan, which, among other things, provided for an increase in the maximum number of common units reserved for delivery with respect to awards under the Long-Term Incentive Plan to 2,500,000 common units (as adjusted to reflect the two-for-one common unit split that occurred on January 16, 2013). All securities reported as available for future issuances are available from the additional common units approved by unitholders under the Long-Term Incentive Plan. At the time the Long-Term Incentive Plan was originally adopted in 2004, it was not required to be approved by the Partnership’s unitholders.
|
(3)
|
Represents units subject to performance units granted to key individuals under the Long-Term Incentive Plan assuming the maximum payout level. If the performance units are paid at the target payout level, 41,635 units would be issued upon the vesting of such performance units. Performance units granted in October 2015 with a performance period that ended on December 31, 2018 were not settled until certification by the Board in February 2019 that a performance percentage of 150% was attained for these performance units; however, such awards are not included in this column as outstanding since they are treated for purposes of the preceding executive compensation tables as vesting during 2018 in accordance with SEC rules.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Distributions of available cash to our general partner and its affiliates
|
|
In connection with the IDR Restructuring Transaction, our partnership agreement was amended and restated and our general partner agreed to waive $2.5 million of limited partner cash distributions for each twelve consecutive quarters beginning with the quarter ended September 30, 2017. We currently distribute all of our available cash to unitholders of record on the applicable record date within 45 days after the end of each quarter, pro rata.
|
|
|
|
Payments to our general partner and its affiliates
|
|
We pay HFC or its affiliates an administrative fee, currently $2.5 million per year, for the provision of various general and administrative services for our benefit. The administrative fee may increase if we make an acquisition that requires an increase in the level of general and administrative services that we receive from HFC or its affiliates. In addition, the general partner is entitled to reimbursement for all expenses it incurs on our behalf, including other general and administrative expenses. These reimbursable expenses include the salaries and the cost of employee benefits of employees of HFC who provide services to us on behalf of HLS. Finally, HLS is required to reimburse HFC for our benefit pursuant to the secondment arrangement for the wages, benefits, and other costs of HFC employees seconded to HLS to perform services at certain of our pipelines and tankage assets. Please read “Omnibus Agreement” and “Secondment Arrangement” below. Our general partner determines the amount of these expenses.
|
Liquidation
|
|
Upon our liquidation, the partners, including our general partner, will be entitled to receive liquidating distributions according to their particular capital account balances.
|
•
|
our obligation to pay HFC an annual administrative fee, in the amount of $2.5 million for
2018
, for the provision by HFC of certain general and administrative services;
|
•
|
HFC’s and its affiliates’ agreement not to compete with us under certain circumstances and our right to notice of, and right of first offer to purchase, certain logistics assets constructed by HFC and acquired as part of an acquisition by HFC of refining assets;
|
•
|
an indemnity by HFC for certain potential environmental liabilities;
|
•
|
our obligation to indemnify HFC for environmental liabilities related to our assets existing on the date of our initial public offering to the extent HFC is not required to indemnify us; and
|
•
|
HFC’s right of first refusal to purchase our assets that serve HFC’s refineries.
|
•
|
any business operated by HFC or any of its affiliates at the time of the closing of our initial public offering;
|
•
|
any business conducted by HFC with the approval of our general partner;
|
•
|
any business or asset that HFC or any of its affiliates acquires or constructs that has a fair market value or construction cost of less than $5 million; and
|
•
|
any business or asset that HFC or any of its affiliates acquires or constructs that has a fair market value or construction cost of $5 million or more if we have been offered the opportunity to purchase the business or asset at fair market value, and we decline to do so.
|
•
|
On October 31, 2017, we closed on an equity restructuring transaction with HEP Logistics, a wholly-owned subsidiary of HFC and the general part ner of HEP, pursuant to which the incentive distribution rights held by HEP Logistics were canceled, and HEP Logistics' 2% general partner interest in HEP was converted into a non-economic general partner interest in HEP. In consideration, we issued
37,250,000
of our common units to HEP Logistics. In addition, HEP Logistics agreed to waive
$2.5 million
of limited partner cash distributions for each of twelve consecutive quarters beginning with the first quarter the units issued as consideration were eligible to receive distributions.
|
•
|
Revenues received from HFC were
$397.8 million
,
$377.1 million
and
$333.1 million
for the
years ended December 31, 2018, 2017 and 2016
, respectively.
|
•
|
HFC charged us general and administrative services under the Omnibus Agreement of
$2.5 million
for each of the years ended
December 31, 2018
,
2017
and
2016
.
|
•
|
We reimbursed HFC for costs of employees supporting our operations of
$51.7 million
,
$46.6 million
and
$40.9 million
for the
years ended December 31, 2018, 2017 and 2016
, respectively.
|
•
|
HFC reimbursed us
$10.0 million
,
$7.2 million
and
$14.0 million
for the
years ended December 31, 2018, 2017 and 2016
, respectively, for expense and capital projects.
|
•
|
We distributed
$146.8 million
,
$130.7 million
and
$105.2 million
for the
years ended December 31, 2018, 2017 and 2016
, respectively, to HFC as regular distributions on its common units, subordinated units and general partner interest, including general partner incentive distributions.
|
•
|
We received lease payments from HFC for use of our Artesia and Tulsa railyards of
$2.0 million
,
$0.5 million
and
$0.5 million
for the years ended
December 31, 2018
,
2017
and
2016
, respectively.
|
Item 14.
|
Principal Accounting Fees and Services
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
||||
Audit Fees
(1)
|
|
$
|
1,049,000
|
|
|
$
|
1,074,500
|
|
Audit-related Fees
|
|
50,000
|
|
|
80,000
|
|
||
Tax Fees
|
|
196,000
|
|
|
224,000
|
|
||
Total
|
|
$
|
1,295,000
|
|
|
$
|
1,378,500
|
|
(1)
|
Represents fees for professional services provided in connection with the audit of our annual financial statements and internal controls over financial reporting, review of our quarterly financial statements, and procedures performed as part of our securities filings.
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
(a)
|
Documents filed as part of this report
|
(1)
|
Index to Consolidated Financial Statements
|
|
Page in
Form 10-K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
Index to Consolidated Financial Statement Schedules
|
(3)
|
Exhibits
|
Exhibit
Number
|
|
Description
|
|
|
|
2.1†
|
|
|
2.2†
|
|
|
2.3†
|
|
|
2.4†
|
|
|
2.5†
|
|
|
2.6
|
|
|
2.7†
|
|
|
2.8
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
3.5
|
|
|
3.6
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
4.5
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
Second Letter Agreement with respect to Pipelines and Terminals Agreement between Holly Energy Partners, L.P. and ALON USA, LP, dated June 29, 2007 (incorporated by reference to Exhibit 10.2 of Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, File No. 1-32225).
|
10.90
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
10.28
|
|
|
10.29
|
|
|
10.3
|
|
|
10.31
|
|
|
10.32
|
|
10.33
|
|
|
10.34
|
|
Second Amended and Restated Pipelines and Terminals Agreement, dated February 22, 2016, by and among HollyFrontier Refining & Marketing LLC, HollyFrontier Corporation, Holly Energy Partners - Operating, L.P. and Holly Energy Partners, L.P. (incorporated by reference to Exhibit 10.4 of Registrant’s Current Report on Form 8-K dated February 22, 2016, File No. 1-32225).
|
10.35
|
|
Equity Distribution Agreement, dated May 10, 2016, by and between Holly Energy Partners, L.P., HEP Logistics Holdings, L.P., Holly Logistic Services, L.L.C. and Citigroup Global Markets Inc., Goldman, Sachs & Co., and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 10.1 of Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, File No. 1-32225).
|
10.36
|
|
|
10.37
|
|
|
10.38
|
|
|
10.39
|
|
|
10.40+
|
|
Holly Energy Partners, L.P. Long-Term Incentive Plan (as amended and restated effective February 10, 2012) (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K dated April 30, 2012, File No. 1-32225).
|
10.41+
|
|
|
10.42+
|
|
|
10.43+
|
|
|
10.44+
|
|
|
10.45+
|
|
|
10.46+
|
|
|
10.47+
|
|
|
10.48+
|
|
|
10.49+*
|
|
|
10.50+
|
|
|
10.51+
|
|
|
10.52+
|
|
|
10.53+
|
|
|
10.54+
|
|
10.55+
|
|
|
10.56+*
|
|
|
10.57+*
|
|
|
21.1*
|
|
|
23.1*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
32.2**
|
|
|
101++
|
|
The following financial information from Holly Energy Partners, L.P.’s Annual Report on Form 10-K for its fiscal year ended December 31, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statement of Partners’ Equity, and (vi) Notes to Consolidated Financial Statements.
|
|
|
HOLLY ENERGY PARTNERS, L.P.
|
|
|
(Registrant)
|
|
|
|
|
|
By: HEP LOGISTICS HOLDINGS, L.P.
|
|
|
its General Partner
|
|
|
|
|
|
By: HOLLY LOGISTIC SERVICES, L.L.C.
|
|
|
its General Partner
|
|
|
|
Date: February 20, 2019
|
|
/s/ George J. Damiris
|
|
|
George J. Damiris
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
Date: February 20, 2019
|
|
/s/ George J. Damiris
|
|
|
George J. Damiris
|
|
|
President, Chief Executive Officer and Director
|
|
|
|
Date: February 20, 2019
|
|
/s/ Richard L. Voliva III
|
|
|
Richard L. Voliva III
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date: February 20, 2019
|
|
/s/ Kenneth P. Norwood
|
|
|
Kenneth P. Norwood
|
|
|
Vice President and Controller
|
|
|
(Principal Accounting Officer)
|
|
|
|
Date: February 20, 2019
|
|
/s/ Michael C. Jennings
|
|
|
Michael C. Jennings
|
|
|
Chairman of the Board
|
|
|
|
Date: February 20, 2019
|
|
/s/ Larry R. Baldwin
|
|
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Larry R. Baldwin
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Director
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Date: February 20, 2019
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/s/ James H. Lee
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James H. Lee
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Director
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Date: February 20, 2019
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/s/ Christine B. LaFollette
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Christine B. LaFollette
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Director
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Date: February 20, 2019
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/s/ Eric L. Mattson
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Eric L. Mattson
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Director
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EBITDA Achievement Relative to Target EBITDA
|
EBITDA Performance Percentage
|
Target EBITDA plus 2.5%
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Maximum (200% of Target)
|
< Target EBITDA plus 2.5% but better than Target EBITDA
|
Interpolate between 100% and 200%
|
Target EBITDA
|
Target (100%)
|
<Target EBITDA but better than Target EBITDA minus 5%
|
Interpolate between 50% and 100%
|
Target EBITDA minus 5%
|
50% of Target (Minimum)
|
< Target EBITDA minus 5%
|
Zero
|
Ranking of the Partnership within Peer Group
|
TUR Performance Percentage
|
90
th
percentile or better
|
Maximum (200% of Target)
|
<90
th
percentile but better than 50
th
percentile
|
Interpolate between 100% and 200%
|
50
th
percentile
|
Target (100%)
|
<50
th
percentile but better than 25
th
percentile
|
Interpolate between 25% and 100%
|
25
th
percentile
|
25% of Target (Minimum)
|
<25
th
percentile
|
Zero
|
Vesting Schedule
:
|
The restrictions on all of the Phantom Units granted pursuant to the Agreement will expire and the Phantom Units will vest according to the following schedule (or on the first business day thereafter if the date below falls on a weekend) (each such date, a “
Regular Vesting Date
”); provided, that (except as otherwise provided in Section 5 of your Agreement) you remain in the employ of the Company or its subsidiaries continuously from the Date of Grant through such Regular Vesting Dates (as determined under the Agreement).
|
On Each of the Following Regular Vesting Dates
|
Cumulative Portion of Phantom Units that will become Vested
|
December 15, 2019
|
One-third
|
December 15, 2020
|
One-third
|
December 15, 2021
|
One-third
|
(1)
|
Registration Statement (Form S-3 No. 333-204609) of Holly Energy Partners, L.P. and pertaining to the sale of common units on behalf of selling unitholders of Holly Energy Partners, L.P.,
|
(2)
|
Registration Statement (Form S-3 ASR No. 333-223247) pertaining to the sale of common units on behalf of selling unitholders of Holly Energy Partners, L.P.,
|
(3)
|
Registration Statement (Form S-3 ASR No. 333-214622) pertaining to the sale of common units on behalf of selling unitholders of Holly Energy Partners, L.P., and
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(4)
|
Registration Statement (Form S-8 No. 333-182865) of Holly Energy Partners, L.P.
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1.
|
I have reviewed this annual report on Form 10-K of Holly Energy Partners, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 20, 2019
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/s/ George J. Damiris
|
|
|
George J. Damiris
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Holly Energy Partners, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 20, 2019
|
|
/s/ Richard L. Voliva III
|
|
|
Richard L. Voliva III
|
|
|
Executive Vice President and
Chief Financial Officer
|
Date: February 20, 2019
|
|
/s/ George J. Damiris
|
|
|
George J. Damiris
|
|
|
President and Chief Executive Officer
|
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|
|
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|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 20, 2019
|
|
/s/ Richard L. Voliva III
|
|
|
Richard L. Voliva III
|
|
|
Executive Vice President and
Chief Financial Officer
|