ROTTERDAM, Netherlands, Sept. 15, 2017 /PRNewswire/ -- VTTI B.V. ("VTTI") announced today the successful completion of its previously announced merger with VTTI Energy Partners LP (the "Partnership").
At a special meeting of the Partnership's unitholders held on September 13, 2017, a majority of the Partnership's common unitholders other than certain affiliates and a majority of the Partnership's subordinated unitholders voted in favor of the adoption and approval of the agreement governing the merger and the transactions contemplated thereby.
Upon market open, the Partnership will cease to be a publicly-traded partnership and its common units will no longer trade on the New York Stock Exchange.
Each common unit other than those common units held by (a) Stichting Administratiekantoor VTTI that do not correspond to a vested depositary receipt issued to an employee, consultant or director of the Partnership or its affiliates (the "Unvested LTIP Units") and (b) MLP Partners was converted into the right to receive $19.50 in cash (the "merger consideration"). The Unvested LTIP Units were cancelled at the effective time of the merger without payment therefor. The common units held by MLP Partners were not cancelled, were not converted into the merger consideration and remain outstanding as common units.
About VTTI B.V.
VTTI B.V. is a fee-based, growth-oriented business formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on a global scale. VTTI's assets include interests in a broad-based portfolio of terminals that are strategically located throughout the world with a combined total storage capacity of 58 million barrels.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains "forward-looking statements." All statements, other than statements of historical facts, that address activities, events or developments that VTTI expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. You are cautioned not to rely on these forward-looking statements, which speak only as of the date of this press release. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. These statements are based on current expectations of future events, are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond VTTI's control and are difficult to predict. These risks and uncertainties include the risks that the proposed transaction may not be consummated or the benefits contemplated therefrom may not be realized. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections.
For additional information contact:
VTTI B.V.:
Lisanne Kosters
VTTI Public Relations & Communications
Tel: +31 10 453 20 20
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SOURCE VTTI Energy Partners LP
LONDON, Sept. 13, 2017 /PRNewswire/ -- VTTI Energy Partners LP (NYSE: VTTI) (the "Partnership") announced today that at a special meeting of the Partnership's unitholders held earlier today, the unitholders voted to adopt the Agreement and Plan of Merger, dated as of May 8, 2017 (the "Merger Agreement"), by and among the Partnership, VTTI B.V. ("VTTI"), VTTI Energy Partners GP LLC, the general partner of the Partnership, VTTI MLP Partners B.V. and VTTI Merger Sub LLC, wholly owned subsidiaries of VTTI, pursuant to which VTTI will become an indirect wholly owned subsidiary of VTTI.
Approximately 98.75% of the Partnership's common units and 100% of the Partnership's subordinated units voted at the special meeting voted in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby. The votes in favor of the Merger Agreement constituted a majority of the Partnership's common units, other than common units held by VTTI MLP Partners B.V. and by Stichting Administratiekantoor VTTI that do not correspond to a vested depositary receipt issued to an employee, consultant or director of VTTI or its affiliates, and a majority of the VTTI subordinated units outstanding as of the record date of the special meeting, as required for adoption and approval of the Merger Agreement.
The merger is expected to close on September 15, 2017.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on a global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of 36 million barrels.
About VTTI B.V.
VTTI B.V. is a fee-based, growth-oriented business formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on a global scale. VTTI's assets include interests in a broad-based portfolio of terminals that are strategically located throughout the world with a combined total storage capacity of 57 million barrels.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains "forward-looking statements." All statements, other than statements of historical facts, that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. You are cautioned not to rely on these forward-looking statements, which speak only as of the date of this press release. The Partnership undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. These statements are based on current expectations of future events, are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control and are difficult to predict. These risks and uncertainties include the risks that the proposed transaction may not be consummated or the benefits contemplated therefrom may not be realized. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in our filings with the SEC, which include, but are not limited to, those found in the Partnership's Annual Report filed on Form 20-F with the SEC on April 28, 2017.
For additional information contact:
VTTI ENERGY PARTNERS LP:
Robert Abbott
Chief Financial Officer
Email: abb@vtti.com
Tel: +44 20 3772 0110
Additional Information and Where to Find It
This communication does not constitute a solicitation of any vote or approval with respect to the Merger. This communication relates to a proposed business combination between VTTI and the Partnership. WE URGE SECURITY HOLDERS TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Security holders may obtain these materials free of charge at the SEC's website, www.sec.gov. In addition, copies of any documents filed with the SEC may be obtained free of charge from the Partnership's internet website for investors at http://www.vttienergypartners.com. Investors and security holders may also read and copy any reports, statements and other information filed by the Partnership with the SEC at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Participation in the Solicitation of Votes
VTTI and the Partnership and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the Partnership's directors and executive officers is available in its Annual Report on Form 20-F for the year ended December 31, 2016, filed with the SEC on April 28, 2017. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the proxy statement and other relevant materials filed with the SEC.
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SOURCE VTTI Energy Partners LP
DALLAS, Sept. 12, 2017 /PRNewswire/ -- Alerian announced today that VTTI Energy Partners (NYSE: VTTI) is expected to be removed from the Alerian Small Cap MLP Index (AMSI) in a special rebalancing.
Special rebalancings are triggered by corporate actions such as mergers, bankruptcies, and liquidations. Pending unitholder approval, VTTI will cease to trade due to its merger with VTTI BV. If approved, the rebalancing will take place on Friday, September 15 to coincide with the scheduled quarterly rebalancing.
The index will be rebalanced in accordance with its existing methodology. Constituent additions to and deletions from the index do not reflect an opinion by Alerian on the investment merits of the respective securities.
About the Alerian Small Cap MLP Index
The Alerian Small Cap MLP Index is a composite of small-cap energy Master Limited Partnerships (MLPs). The capitalization-weighted index, which represents approximately 10% of total market capitalization, is disseminated real-time on a price-return basis (AMSI) and on a total-return basis (AMSIX).
About Alerian
Alerian equips investors to make informed decisions about Master Limited Partnerships (MLPs) and energy infrastructure. Its benchmarks, including the flagship Alerian MLP Index (AMZ), are widely used by industry executives, investment professionals, research analysts, and national media to analyze relative performance. As of August 31, 2017, over $16 billion is directly tied to the Alerian Index Series through exchange-traded funds and notes, separately managed accounts, and structured products. For more information, including index values and constituents, research content, and announcements regarding rebalancings, please visit alerian.com.
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SOURCE Alerian
LONDON, Aug. 8, 2017 /PRNewswire/ -- VTTI Energy Partners LP ("VTTI" or the "Partnership") (NYSE: VTTI) today reported its preliminary financial results for the second quarter ended June 30, 2017.
Highlights
Financial and Operating Results Overview
The financial performance of VTTI for the second quarter ended June 30, 2017 exceeded the performance of the Partnership during the comparative period in 2016.
Mr. Rob Nijst, Chief Executive Officer of VTTI, commented: "VTTI had a strong financial and operating performance in the quarter with improved storage rates and ancillary revenues delivering a rise in operating income, despite a less favorable market backdrop. The Partnership generated $28.4 million of net income and $52.3 million of Adjusted EBITDA for the quarter, although the distributable cash flow and coverage ratio were negatively impacted by a material uplift in cash tax".
Total operating income for the second quarter ended June 30, 2017, was $33.4 million while net income was $28.4 million compared to total operating income of $30.1 million and net income of $17.2 million for the second quarter of 2016. Adjusted EBITDA(1) for the second quarter ended June 30, 2017, was $52.3 million, compared to $47.4 million for the second quarter of 2016. The Partnership generated $15.1 million of distributable cash flow(1) for the second quarter ended June 30, 2017, compared to distributable cash flow of $12.6 million for the second quarter of 2016.
(1) Adjusted EBITDA and distributable cash flow are non-GAAP financial measures. See Appendix A for a reconciliation to the most directly comparable U.S. GAAP financial measure.
Cash Distribution
On July 25, 2017, the Board declared a quarterly cash distribution of $0.3360 per unit with respect to the second quarter of 2017, equivalent to $1.3440 per unit on an annualized basis and in line with the quarterly cash distribution of the first quarter of 2017. The implied distribution coverage ratio was 0.94x.
The cash distribution will be paid on August 11, 2017, to unitholders of record as of the close of business on August 7, 2017.
Financing and Liquidity
As of June 30, 2017, the Partnership had cash and cash equivalents of $9.8 million and total unaffiliated debt outstanding of $576.6 million (excluding restricted cash and debt held by affiliates). As of June 30, 2017, there was an undrawn amount of approximately $217 million available under our €300 million revolving credit facility.
We believe that our current resources, including cash generated by the operations of the Partnership, are sufficient to meet the working capital requirements of our ongoing business.
Buyout Offer from VTTI B.V.
On May 8, 2017, VTTI announced that it had entered into a definitive merger agreement with VTTI B.V. pursuant to which VTTI B.V. will acquire, for cash, all of the outstanding common units of the Partnership, at a price of $19.50 per common unit (the "Merger"). Based on the recommendation of a committee composed of the three independent directors of the board of directors (the "Board") of the general partner of VTTI, the Board approved the merger agreement and recommended that the Partnership's unitholders approve the Merger.
The Merger is expected to close in the third quarter of 2017, and is subject to satisfaction of certain conditions, including the approval of the merger agreement and the transactions contemplated thereby by certain of the Partnership's unitholders. The Partnership has established a record date of July 17, 2017 and a meeting date of September 13, 2017 for a special meeting of its unitholders, which will be held at 25-27 Buckingham Palace Road, London, SW1W 0PP, United Kingdom. Partnership unitholders of record at the close of business on July 17, 2017 have received notice of the special meeting. For more information regarding the special meeting and the Board's recommendations with respect to the proposals to be voted on at the meeting, please see the proxy statement filed by the Partnership with the SEC as an exhibit to the Partnership's Schedule 13E-3 filed with the SEC on July 18, 2017.
Upon closing of the merger, the Partnership will be an indirect wholly owned subsidiary of VTTI B.V. and will cease to be a publicly traded partnership.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based limited partnership, formed to own and operate refined petroleum product and crude oil terminaling and related energy infrastructure assets on global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of approximately 36 million barrels.
Additional Information and Where to Find It
This communication relates to a proposed business combination between VTTI B.V. and the Partnership. This communication does not constitute a solicitation of any vote or approval with respect to the proposed transaction. In connection with the proposed transaction, the Partnership has filed and distributed a proxy statement to its unitholders. WE URGE SECURITY HOLDERS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE DISSEMINATED BY THE PARTNERSHIP BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Security holders will be able to obtain these materials (if and when they are available) free of charge at the SEC's website, www.sec.gov. In addition, copies of any documents filed with the SEC may be obtained free of charge from the Partnership's internet website for investors at http://www.vttienergypartners.com. Investors and security holders may also read and copy any reports, statements and other information filed by the Partnership with the SEC at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Participation in the Solicitation of Votes
VTTI B.V. and the Partnership and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the Partnership's directors and executive officers is available in its Annual Report on Form 20-F for the year ended December 31, 2016, filed with the SEC on April 28, 2017. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials when they become available.
Forward Looking Statements
This press release contains "forward-looking statements". You are cautioned not to rely on these forward-looking statements, which speak only as the date of this press release. All statements, other than statements of historical facts, that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future, including, without limitation, future operating or financial results and future revenues and expenses, future, pending or recent acquisitions, general market conditions and industry trends, the financial condition and liquidity, cash available for distribution and future capital expenditures are forward-looking statements. These statements often include the words "could," "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions and are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements are based on current expectations of future events, are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control and are difficult to predict. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. In addition to other factors described herein that could cause VTTI's actual results to differ materially from those implied in these forward-looking statements, negative capital market conditions, including a persistence or increase of the current yield on common units, which is higher than historical yields, could adversely affect VTTI's distribution guidance. Risks and uncertainties include, but are not limited to, such matters as: the risks that the proposed merger with a subsidiary of VTTI B.V. may not be consummated or the benefits contemplated therefrom may not be realized; future operating or financial results and future revenues and expenses; our future financial condition and liquidity; significant interruptions in the operations of our customers; future supply of, and demand for, refined petroleum products and crude oil; our ability to renew or extend terminaling services agreements; the credit risk of our customers; our ability to retain our key customers; including Vitol; operational hazards and unforeseen interruptions, including interruptions from terrorist attacks, hurricanes, floods or severe storms; volatility in energy prices; competition from other terminals; changes in trade patterns and the global flow of oil; future or pending acquisitions of terminals or other assets; business strategy, areas of possible expansion and expected capital spending or operating expenses; the ability of our customers to obtain access to shipping, barge facilities, third party pipelines or other transportation facilities; maintenance or remediation capital expenditures on our terminals; environmental and regulatory conditions, including changes in such laws relating to climate change or greenhouse gases; health and safety regulatory conditions, including changes in such laws; costs and liabilities in responding to contamination at our facilities; our ability to obtain financing; restrictions in our credit facilities and debt agreements, including expected compliance and effect of restrictive covenants in such facilities and debt agreements; fluctuations in currencies and interest rates; the adoption of derivatives legislation by Congress; our ability to retain key officers and personnel; the expected cost of, and our ability to comply with, governmental regulations and self-regulatory organization standards, as well as standard regulations imposed by our customers applicable to our business; risks associated with our international operations; compliance with the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act; risks associated with our potential business activities involving countries, entities, and individuals subject to restrictions imposed by U.S. or other governments; and tax liabilities associated with indirect taxes on the products we service. A further list and description of these risks, uncertainties and other factors can be found in our Annual Report filed on Form 20-F which was filed with the United States Securities and Exchange Commission on April 28, 2017 and is available via the SEC's website at www.sec.gov. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York,
Peter Poulos
+1 212 885 0588
Hill + Knowlton Strategies Amsterdam,
Tanno Massar
+31 20 4044707
VTTI ENERGY PARTNERS LP UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENT OF OPERATIONS Three months ended June 30, 2017 and 2016 (in US$ millions) | ||||
Three Months |
Three Months | |||
2017 |
2016 | |||
Revenues, third parties |
27.8 |
24.0 |
||
Revenues, affiliates |
53.1 |
52.4 |
||
Total revenues |
80.9 |
76.4 |
||
Operating costs and expenses: |
||||
Operating costs |
20.7 |
21.1 |
||
Depreciation and amortization |
18.5 |
18.0 |
||
Selling, general and administrative |
8.0 |
7.1 |
||
Disposal of property, plant and equipment |
0.3 |
0.1 |
||
Total operating expenses |
47.5 |
46.3 |
||
Other operating income |
— |
— |
||
Total operating income |
33.4 |
30.1 |
||
Other income/(expense): |
||||
Interest expense, including affiliates |
(6.9) |
(6.4) |
||
Other finance expense |
(0.3) |
(0.3) |
||
Gain/(loss) on foreign currency transactions |
17.4 |
(6.8) |
||
Gain/(loss) on derivative financial instruments |
(7.2) |
5.0 |
||
Total other income/(expense) |
3.0 |
(8.5) |
||
Income before income tax expense |
36.4 |
21.6 |
||
Income tax expense |
(8.0) |
(4.4) |
||
Net income |
28.4 |
17.2 |
||
Non-controlling interest |
(16.2) |
(11.6) |
||
Net income attributable to VTTI Energy Partners LP Owners |
12.2 |
5.6 |
VTTI ENERGY PARTNERS LP UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS as of June 30, 2017 and December 31, 2016 (in US$ millions) | |||||
June 30, |
December 31, | ||||
ASSETS |
|||||
Current assets: |
|||||
Cash and cash equivalents |
9.8 |
20.6 |
|||
Restricted cash |
2.4 |
1.7 |
|||
Trade accounts receivable |
5.9 |
4.0 |
|||
Affiliates |
26.5 |
18.2 |
|||
Other receivables and current assets |
17.2 |
16.7 |
|||
Prepaid expenses |
3.0 |
1.6 |
|||
Derivative assets |
7.4 |
11.4 |
|||
Total current assets |
72.2 |
74.2 |
|||
Non-current assets: |
|||||
Long-term receivables |
1.0 |
1.0 |
|||
Long-term prepaid expenses |
19.9 |
20.5 |
|||
Deferred tax assets |
24.5 |
24.2 |
|||
Property, plant and equipment |
1,238.8 |
1,200.6 |
|||
Intangible assets, net |
35.7 |
33.4 |
|||
Goodwill |
114.1 |
107.7 |
|||
Derivative assets |
8.8 |
19.2 |
|||
Total non-current assets |
1,442.8 |
1,406.6 |
|||
Total assets |
1,515.0 |
1,480.8 |
|||
LIABILITIES AND EQUITY |
|||||
Current liabilities: |
|||||
Trade accounts payable |
9.3 |
17.2 |
|||
Affiliates |
11.2 |
5.9 |
|||
Current installments of long-term debt, affiliates |
6.0 |
6.0 |
|||
Derivative liabilities |
5.9 |
6.3 |
|||
Other liabilities and accrued expenses |
28.7 |
21.2 |
|||
Total current liabilities |
61.1 |
56.6 |
|||
Non-current liabilities: |
|||||
Long-term debt |
573.0 |
554.0 |
|||
Derivative liabilities |
2.0 |
5.4 |
|||
Long-term debt, affiliates |
132.9 |
135.9 |
|||
Post-retirement benefit and post-employment obligation |
10.4 |
9.9 |
|||
Environmental provisions |
19.1 |
18.0 |
|||
Deferred tax liabilities |
90.2 |
77.9 |
|||
Other long-term liabilities |
18.9 |
17.2 |
|||
Total non-current liabilities |
846.5 |
818.3 |
|||
Total liabilities |
907.6 |
874.9 |
|||
Equity: |
|||||
Total equity |
607.4 |
605.9 |
|||
Total liabilities and equity |
1,515.0 |
1,480.8 |
APPENDIX A—RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA
We define Adjusted EBITDA as net income before interest expense, income tax expense, depreciation and amortization expense, other finance expense, gain (loss) on foreign currency transactions and gain (loss) on derivative financial instruments, as further adjusted to reflect realized cash gains on forward foreign exchange contracts, certain other non-cash, non-recurring items, and to exclude the revenues from the Phase 2 assets of our Malaysian terminal in excess of the costs incurred to operate Phase 2 which are attributable to VTTI B.V.
Adjusted EBITDA is a non-GAAP financial measure that management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or financing methods, and the viability of acquisitions and other capital expenditure projects and the returns on investment in various opportunities.
We believe that the presentation Adjusted EBITDA provides useful information to management in assessing our financial condition and results of operations. The U.S. GAAP measure most directly comparable to Adjusted EBITDA is net income. Our non-GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to U.S. GAAP net income. Adjusted EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect net income. You should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
The following table reconciles net income to Adjusted EBITDA for the second quarter ended June 30, 2017 and 2016.
(in US$ millions) |
Three Months |
Three Months | ||
Net income |
28.4 |
17.2 |
||
Interest expense, including affiliates |
6.9 |
6.4 |
||
Income tax expense |
8.0 |
4.4 |
||
Depreciation and amortization |
18.5 |
18.0 |
||
Other finance expense |
0.3 |
0.3 |
||
Gain/loss on foreign currency transactions |
(17.4) |
6.8 |
||
Gain/loss on derivative financial instruments |
7.2 |
(5.0) |
||
Realized cash gains on forward foreign exchange contracts |
2.2 |
2.2 |
||
Non-cash PP&E disposals and write-offs |
0.3 |
0.1 |
||
Non-cash unit based compensation |
0.3 |
0.1 |
||
EBITDA attributable to Affiliate |
(3.3) |
(3.1) |
||
Merger related expenses |
0.9 |
— |
||
Adjusted EBITDA |
52.3 |
47.4 |
Distributable Cash Flow ("DCF")
In determining the amount of cash to distribute to our unitholders, the Board of Directors of our general partner evaluates the amount of distributable cash flow. As used by the Board of Directors, distributable cash flow represents Adjusted EBITDA after considering certain period cash payments including maintenance capital expenditures, certain period cash receipts and other reserves established by the Partnership.
Maintenance capital expenditures represent capital expenditures required to maintain over the long-term the operating capacity of, or the revenue generated by, our capital assets. Cash interest expense includes interest expense attributable to our Senior Unsecured Notes, VTTI Operating Revolving Credit Facility, Related Party MLP Loan Agreement (as defined in our Annual Report filed on Form 20-F on April 28, 2017), periodic cash settlement amounts for interest rate swap derivative financial instruments and other cash finance expenses.
Distributable cash flow is a quantitative standard used by investors in publicly-traded partnerships to assist in evaluating a partnership's ability to make quarterly cash distributions. Distributable cash flow is a non-GAAP financial measure and should not be considered as an alternative to net income or any other indicator of the Partnership's performance calculated in accordance with U.S. GAAP.
The table below reconciles Adjusted EBITDA to distributable cash flow for the second quarter ended June 30, 2017 and 2016.
(in US$ millions) |
Three Months |
Three Months | ||
Adjusted EBITDA |
52.3 |
47.4 | ||
Cash interest expense |
(7.7) |
(7.3) | ||
Cash income tax expense |
(4.2) |
— | ||
Maintenance capital expenditures |
(6.9) |
(5.5) | ||
Cash environmental remediation payments |
— |
(0.5) | ||
Non-cash lease expense |
1.0 |
1.0 | ||
Amortization of deferred income |
(0.5) |
(0.5) | ||
Non-cash revenue adjustments |
(0.4) |
(0.4) | ||
Cash flow attributable to non-controlling interest |
(18.5) |
(21.6) | ||
Distributable cash flow |
15.1 |
12.6 | ||
Total distribution |
16.1 |
13.2 | ||
Coverage ratio |
0.94x |
0.95x |
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SOURCE VTTI Energy Partners LP
LONDON, July 25, 2017 /PRNewswire/ -- VTTI Energy Partners LP (NYSE: VTTI) today announced that the board of directors of its general partner has declared a quarterly cash distribution of $0.3360 per common unit for the second quarter of 2017. This corresponds to an annualized distribution of $1.3440 per unit. The cash distribution will be paid on August 11, 2017 to unitholders of record as of the close of business on August 7, 2017.
VTTI also announced that it expects to release its financial results for the second quarter 2017 before opening of the market on Tuesday, August 8, 2017. VTTI additionally plans to host a conference call and webcast to discuss the results that morning at 09:00 am EDT (2:00 pm BST).
Participants may listen to the conference call by dialing:
US toll free: +1-888-349-0104
UK toll free: 0-800-279-9489
International dial in: +1-412-902-0130
The event may also be accessed via audio webcast at:
https://www.webcaster4.com/Webcast/Page/1124/22100
Beginning one hour after the call, an archived recording of the webcast will be available on VTTI's Investor Relations webpage at: http://www.vttienergypartners.com/events-presentations.php. This archived recording will be available for 30 days.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling, and related energy infrastructure assets on a global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in key energy hubs throughout the world with a combined total storage capacity of 36 million barrels. The Partnership's common units trade on the New York Stock Exchange under the symbol "VTTI."
Forward Looking Statements
This press release includes statements that may constitute forward-looking statements. These forward-looking statements involve risks and uncertainties. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in VTTI's registration statement filed with the U.S. Securities and Exchange Commission, which is available via the SEC's website at www.sec.gov. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York
Joel Moore
+1 212 885 0468
Hill + Knowlton Strategies Amsterdam
Tanno Massar
+31 20 4044707
View original content with multimedia:http://www.prnewswire.com/news-releases/vtti-energy-partners-announces-second-quarter-2017-distribution-and-financial-results-release-date-300493971.html
SOURCE VTTI Energy Partners LP
LONDON, July 7, 2017 /PRNewswire/ -- VTTI Energy Partners LP (NYSE: VTTI) (the "Partnership") announced today that it has established a record date of July 17, 2017 and a meeting date of September 13, 2017 for a special meeting of its unitholders. At the special meeting, which will be held at 25-27 Buckingham Palace Road, London, Partnership unitholders will vote on the previously announced proposed merger (the "Merger") of the Partnership and VTTI B.V. ("VTTI"), and related matters pursuant to the Agreement and Plan of Merger dated as of May 8, 2017 (the "Merger Agreement"), by and among the Partnership, VTTI, VTTI Energy Partners GP LLC, the general partner of the Partnership, VTTI MLP Partners B.V. and VTTI Merger Sub LLC, wholly owned subsidiaries of VTTI.
Partnership unitholders of record at the close of business on July 17, 2017, will be entitled to receive notice of the special meeting and to vote at the special meeting. Subject to satisfaction of the remaining closing conditions, including receipt of Partnership unitholder approval, the parties currently expect to complete the Merger shortly following conclusion of the special meeting.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on a global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of 36 million barrels.
About VTTI B.V.
VTTI B.V. is a fee-based, growth-oriented business formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on a global scale. VTTI's assets include interests in a broad-based portfolio of terminals that are strategically located throughout the world with a combined total storage capacity of 57 million barrels.
Forward Looking Statements
This press release contains "forward-looking statements." All statements, other than statements of historical facts, that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. You are cautioned not to rely on these forward-looking statements, which speak only as of the date of this press release. The Partnership undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. These statements are based on current expectations of future events, are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control and are difficult to predict. These risks and uncertainties include the risks that the proposed transaction may not be consummated or the benefits contemplated therefrom may not be realized. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in our filings with the SEC, which include, but are not limited to, those found in the Partnership's Annual Report filed on Form 20-F with the SEC on April 28, 2017.
For additional information contact:
VTTI ENERGY PARTNERS LP:
Robert Abbott
Chief Financial Officer
Email: abb@vtti.com
Tel: +44 20 3772 0110
Additional Information and Where to Find It
This communication does not constitute a solicitation of any vote or approval with respect to the Merger. This communication relates to a proposed business combination between VTTI and the Partnership. In connection with the proposed transaction, the Partnership will prepare and disseminate a proxy statement to its unitholders. WE URGE SECURITY HOLDERS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE DISSEMINATED BY THE PARTNERSHIP BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Security holders will be able to obtain these materials (if and when they are available) free of charge at the SEC's website, www.sec.gov. In addition, copies of any documents filed with the SEC may be obtained free of charge from the Partnership's internet website for investors at http://www.vttienergypartners.com. Investors and security holders may also read and copy any reports, statements and other information filed by the Partnership with the SEC at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Participation in the Solicitation of Votes
VTTI and the Partnership and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the Partnership's directors and executive officers is available in its Annual Report on Form 20-F for the year ended December 31, 2016, filed with the SEC on April 28, 2017. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials when they become available.
SOURCE VTTI Energy Partners LP
LONDON, May 9, 2017 /PRNewswire/ -- VTTI Energy Partners LP ("VTTI" or the "Partnership") (NYSE: VTTI) today reported its preliminary financial results for the first quarter ended March 31, 2017.
Highlights
Financial and Operating Results Overview
The financial performance of VTTI for the first quarter ended March 31, 2017 was consistent with the performance of the Partnership during the comparative period in 2016.
Mr. Rob Nijst, Chief Executive Officer of VTTI, stated: "VTTI had another strong financial and operating performance in the quarter with close to full utilization across the portfolio and the generation of $21.7 million of net income and $50.2 million of Adjusted EBITDA."
Total operating income for the first quarter ended March 31, 2017, was $32.3 million while net income was $21.7 million compared to total operating income of $32.7 million and net income of $18.1 million for the first quarter of 2016. Adjusted EBITDA(1) for the first quarter ended March 31, 2017, was $50.2 million, compared to $50.4 million for the first quarter of 2016. The Partnership generated $16.9 million of distributable cash flow(1) for the first quarter ended March 31, 2017, compared to distributable cash flow of $14.3 million for the first quarter of 2016.
(1) Adjusted EBITDA and distributable cash flow are non-GAAP financial measures. See Appendix A for a reconciliation to the most directly comparable U.S. GAAP financial measure.
Cash Distribution
On April 25, 2017, the Board declared a quarterly cash distribution of $0.3360 per unit with respect to the first quarter of 2017, equivalent to $1.3440 per unit on an annualized basis and in line with the quarterly cash distribution of the fourth quarter of 2016. The implied distribution coverage ratio was 1.05x.
The cash distribution will be paid on May 12, 2017, to unitholders of record as of the close of business on May 8, 2017.
Financing and Liquidity
As of March 31, 2017, the Partnership had cash and cash equivalents of $11.7 million and total unaffiliated debt outstanding of $547.4 million (excluding restricted cash and debt held by affiliates). As of March 31, 2017, there was an undrawn amount of approximately $208 million available under our €300 million revolving credit facility.
We believe that our current resources, including cash generated by the operations of the Partnership, are sufficient to meet the working capital requirements of our ongoing business.
Buyout Offer from VTTI B.V.
VTTI announced yesterday that it has entered into a definitive merger agreement with VTTI B.V. pursuant to which VTTI B.V. will acquire, for cash, all of the outstanding common units of the Partnership, at a price of $19.50 per common unit. Based on the recommendation of a committee composed of the three independent directors of the board of directors (the "Board") of the general partner of VTTI, the Board approved the merger agreement and recommended that the Partnership's unitholders approve the merger. The merger is expected to close in the third quarter of 2017, and is subject to satisfaction of certain conditions, including the approval of the merger agreement and the transactions contemplated thereby by certain of the Partnership's unitholders. Upon closing of the merger, the Partnership will be an indirect wholly owned subsidiary of VTTI B.V. and will cease to be a publicly held partnership.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based limited partnership, formed to own and operate refined petroleum product and crude oil terminaling and related energy infrastructure assets on global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of 36 million barrels.
Additional Information and Where to Find It
This communication does not constitute a solicitation of any vote or approval with respect to the proposed transaction. This communication relates to a proposed business combination between VTTI B.V. and the Partnership. In connection with the proposed transaction, the Partnership will prepare and disseminate a proxy statement to its unitholders. WE URGE SECURITY HOLDERS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE DISSEMINATED BY THE PARTNERSHIP BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Security holders will be able to obtain these materials (if and when they are available) free of charge at the SEC's website, www.sec.gov. In addition, copies of any documents filed with the SEC may be obtained free of charge from the Partnership's internet website for investors at http://www.vttienergypartners.com. Investors and security holders may also read and copy any reports, statements and other information filed by the Partnership with the SEC at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Participation in the Solicitation of Votes
VTTI B.V. and the Partnership and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the Partnership's directors and executive officers is available in its Annual Report on Form 20-F for the year ended December 31, 2016, filed with the SEC on April 28, 2017. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials when they become available.
Forward Looking Statements
This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. You are cautioned not to rely on these forward-looking statements, which speak only as the date of this press release. All statements, other than statements of historical facts, that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future, including, without limitation, future operating or financial results and future revenues and expenses, future, pending or recent acquisitions, general market conditions and industry trends, the financial condition and liquidity, cash available for distribution and future capital expenditures are forward-looking statements. These statements often include the words "could," "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions and are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements are based on current expectations of future events, are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control and are difficult to predict. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. In addition to other factors described herein that could cause VTTI's actual results to differ materially from those implied in these forward-looking statements, negative capital market conditions, including a persistence or increase of the current yield on common units, which is higher than historical yields, could adversely affect VTTI's ability to meet its distribution growth guidance. Risks and uncertainties include, but are not limited to, such matters as: the risks that the proposed merger with a subsidiary of VTTI B.V. may not be consummated or the benefits contemplated therefrom may not be realized; future operating or financial results and future revenues and expenses; our future financial condition and liquidity; significant interruptions in the operations of our customers; future supply of, and demand for, refined petroleum products and crude oil; our ability to renew or extend terminaling services agreements; the credit risk of our customers; our ability to retain our key customers; including Vitol; operational hazards and unforeseen interruptions, including interruptions from terrorist attacks, hurricanes, floods or severe storms; volatility in energy prices; competition from other terminals; changes in trade patterns and the global flow of oil; future or pending acquisitions of terminals or other assets; business strategy, areas of possible expansion and expected capital spending or operating expenses; the ability of our customers to obtain access to shipping, barge facilities, third party pipelines or other transportation facilities; maintenance or remediation capital expenditures on our terminals; environmental and regulatory conditions, including changes in such laws relating to climate change or greenhouse gases; health and safety regulatory conditions, including changes in such laws; costs and liabilities in responding to contamination at our facilities; our ability to obtain financing; restrictions in our credit facilities and debt agreements, including expected compliance and effect of restrictive covenants in such facilities and debt agreements; fluctuations in currencies and interest rates; the adoption of derivatives legislation by Congress; our ability to retain key officers and personnel; the expected cost of, and our ability to comply with, governmental regulations and self-regulatory organization standards, as well as standard regulations imposed by our customers applicable to our business; risks associated with our international operations; compliance with the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act; risks associated with our potential business activities involving countries, entities, and individuals subject to restrictions imposed by U.S. or other governments; and tax liabilities associated with indirect taxes on the products we service. A further list and description of these risks, uncertainties and other factors can be found in our Annual Report filed on Form 20-F which was filed with the United States Securities and Exchange Commission on April 28, 2017 and is available via the SEC's website at www.sec.gov. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York,
Peter Poulos
+1 212 885 0588
Hill + Knowlton Strategies Amsterdam,
Tanno Massar
+31 20 4044707
VTTI ENERGY PARTNERS LP | ||||
UNAUDITED CONDENSED INTERIM CONSOLIDATED | ||||
STATEMENT OF OPERATIONS | ||||
Three months ended March 31, 2017 and 2016 | ||||
(in US$ millions) | ||||
Three Months Ended |
Three Months Ended | |||
2017 |
2016 | |||
Revenues, third parties |
25.2 |
22.9 |
||
Revenues, affiliates |
52.6 |
54.6 |
||
Total revenues |
77.8 |
77.5 |
||
Operating costs and expenses: |
||||
Operating costs |
20.0 |
19.4 |
||
Depreciation and amortization |
18.1 |
18.2 |
||
Selling, general and administrative |
7.4 |
7.0 |
||
Disposal of property, plant and equipment |
— |
0.2 |
||
Total operating expenses |
45.5 |
44.8 |
||
Other operating income |
— |
— |
||
Total operating income |
32.3 |
32.7 |
||
Other income/(expense): |
||||
Interest expense, including affiliates |
(6.5) |
(6.8) |
||
Other finance expense |
(0.5) |
(1.0) |
||
Gain on foreign currency transactions |
3.6 |
10.9 |
||
Loss on derivative financial instruments |
(0.8) |
(10.9) |
||
Total other expense, net |
(4.2) |
(7.8) |
||
Income before income tax expense |
28.1 |
24.9 |
||
Income tax expense |
(6.4) |
(6.8) |
||
Net income |
21.7 |
18.1 |
||
Non-controlling interest |
(12.6) |
(12.2) |
||
Net income attributable to VTTI Energy Partners LP Owners |
9.1 |
5.9 |
VTTI ENERGY PARTNERS LP | |||||
UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS | |||||
as of March 31, 2017 and December 31, 2016 | |||||
(in US$ millions) | |||||
March 31, |
December 31, | ||||
ASSETS |
|||||
Current assets: |
|||||
Cash and cash equivalents |
11.7 |
20.6 |
|||
Restricted cash |
1.6 |
1.7 |
|||
Trade accounts receivable |
3.2 |
4.0 |
|||
Affiliates |
22.3 |
18.2 |
|||
Other receivables and current assets |
16.5 |
16.7 |
|||
Prepaid expenses |
4.1 |
1.6 |
|||
Derivative assets |
10.7 |
11.4 |
|||
Total current assets |
70.1 |
74.2 |
|||
Non-current assets: |
|||||
Long-term receivables |
1.0 |
1.0 |
|||
Long-term prepaid expenses |
20.2 |
20.5 |
|||
Deferred tax assets |
23.8 |
24.2 |
|||
Property, plant and equipment |
1,204.2 |
1,200.6 |
|||
Intangible assets, net |
33.6 |
33.4 |
|||
Goodwill |
108.8 |
107.7 |
|||
Derivative assets |
15.9 |
19.2 |
|||
Total non-current assets |
1,407.5 |
1,406.6 |
|||
Total assets |
1,477.6 |
1,480.8 |
|||
LIABILITIES AND EQUITY |
|||||
Current liabilities: |
|||||
Trade accounts payable |
12.7 |
17.2 |
|||
Affiliates |
10.1 |
5.9 |
|||
Current installments of long-term debt, affiliates |
6.0 |
6.0 |
|||
Derivative liabilities |
6.1 |
6.3 |
|||
Other liabilities and accrued expenses |
25.3 |
21.2 |
|||
Total current liabilities |
60.2 |
56.6 |
|||
Non-current liabilities: |
|||||
Long-term debt |
547.4 |
554.0 |
|||
Derivative liabilities |
4.0 |
5.4 |
|||
Long-term debt, affiliates |
134.4 |
135.9 |
|||
Post-retirement benefit and post-employment obligation |
10.3 |
9.9 |
|||
Environmental provisions |
17.9 |
18.0 |
|||
Deferred tax liabilities |
83.6 |
77.9 |
|||
Other long-term liabilities |
17.5 |
17.2 |
|||
Total non-current liabilities |
815.1 |
818.3 |
|||
Total liabilities |
875.3 |
874.9 |
|||
Equity: |
|||||
Total equity |
602.3 |
605.9 |
|||
Total liabilities and equity |
1,477.6 |
1,480.8 |
APPENDIX A—RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA
We define Adjusted EBITDA as net income before interest expense, income tax expense, depreciation and amortization expense, other finance expense, gain (loss) on foreign currency transactions and gain (loss) on derivative financial instruments, as further adjusted to reflect realized cash gains on forward foreign exchange contracts, certain other non-cash, non-recurring items, and to exclude the revenues from the Phase 2 assets of our Malaysian terminal in excess of the costs incurred to operate Phase 2 which are attributable to VTTI B.V.
Adjusted EBITDA is a non-GAAP financial measure that management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or financing methods, and the viability of acquisitions and other capital expenditure projects and the returns on investment in various opportunities.
We believe that the presentation Adjusted EBITDA provides useful information to management in assessing our financial condition and results of operations. The U.S. GAAP measure most directly comparable to Adjusted EBITDA is net income. Our non-GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to U.S. GAAP net income. Adjusted EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect net income. You should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
The following table reconciles net income to Adjusted EBITDA for the first quarters ended March 31, 2017 and 2016.
(in US$ millions) |
Three Months |
Three Months | ||
Net income |
21.7 |
18.1 |
||
Interest expense, including affiliates |
6.5 |
6.8 |
||
Income tax expense |
6.4 |
6.8 |
||
Depreciation and amortization |
18.1 |
18.2 |
||
Other finance expense |
0.5 |
1.0 |
||
Gain on foreign currency transactions |
(3.6) |
(10.9) |
||
Loss on derivative financial instruments |
0.8 |
10.9 |
||
Realized cash gains on forward foreign exchange contracts |
2.9 |
2.4 |
||
Non-cash PP&E disposals and write-offs |
— |
0.2 |
||
Non-cash unit based compensation |
0.1 |
— |
||
EBITDA attributable to Affiliate |
(3.2) |
(3.1) |
||
Adjusted EBITDA |
50.2 |
50.4 |
Distributable Cash Flow ("DCF")
In determining the amount of cash to distribute to our unitholders, the Board of Directors of our general partner evaluates the amount of distributable cash flow. As used by the Board of Directors, distributable cash flow represents Adjusted EBITDA after considering certain period cash payments including maintenance capital expenditures, certain period cash receipts and other reserves established by the Partnership.
Maintenance capital expenditures represent capital expenditures required to maintain over the long-term the operating capacity of, or the revenue generated by, our capital assets. Cash interest expense includes interest expense attributable to our Senior Unsecured Notes, VTTI Operating Revolving Credit Facility, Related Party MLP Loan Agreement (as defined in our Annual Report filed on Form 20-F on April 28, 2017), periodic cash settlement amounts for interest rate swap derivative financial instruments and other cash finance expenses.
Distributable cash flow is a quantitative standard used by investors in publicly-traded partnerships to assist in evaluating a partnership's ability to make quarterly cash distributions. Distributable cash flow is a non-GAAP financial measure and should not be considered as an alternative to net income or any other indicator of the Partnership's performance calculated in accordance with U.S. GAAP.
The table below reconciles Adjusted EBITDA to distributable cash flow for the first quarters ended March 31, 2017 and 2016.
(in US$ millions) |
Three Months |
Three Months | ||
Adjusted EBITDA |
50.2 |
50.4 |
||
Cash interest expense |
(7.5) |
(7.7) |
||
Cash income tax expense |
(0.2) |
— |
||
Maintenance capital expenditures |
(4.9) |
(3.8) |
||
Cash environmental remediation payments |
(0.4) |
(0.2) |
||
Non-cash lease expense |
1.0 |
1.0 |
||
Change of deferred income |
(0.3) |
(0.4) |
||
Non-cash revenue adjustments |
(0.4) |
(0.9) |
||
Cash flow attributable to non-controlling interest |
(20.6) |
(24.1) |
||
Distributable cash flow |
16.9 |
14.3 |
||
Total distribution |
16.1 |
12.8 |
||
Coverage ratio |
1.05 |
x |
1.12 |
x |
SOURCE VTTI Energy Partners LP
LONDON, May 8, 2017 /PRNewswire/ -- VTTI Energy Partners LP (NYSE: VTTI) (the "Partnership") announced today that it has entered into a definitive merger agreement with VTTI B.V. ("VTTI") pursuant to which VTTI will acquire, for cash, all of the outstanding publicly held common units of the Partnership, at a price of US$19.50 per common unit for an aggregate transaction value of approximately US$481 million. The revised price represents an increase of US$0.75 when compared to the offer of US$18.75 per common unit made by VTTI on March 2, 2017. In addition, unitholders of the Partnership will continue to receive regular quarterly distributions of $0.336 per unit for each completed quarter prior to the closing date.
In connection with the transaction, the board of directors of the general partner of the Partnership (the "Board of Directors") established a committee composed of three independent directors (the "Conflicts Committee") to consider VTTI's offer. Following a period of discussion with VTTI and its advisors, the Conflicts Committee approved the merger agreement and determined that the merger agreement and the transactions contemplated thereby are in the best interests of the Partnership and the holders of the Partnership's common units unaffiliated with VTTI. Based on the recommendation of the Conflicts Committee, the Board of Directors approved the merger agreement and recommended that the Partnership's unitholders approve the merger.
The merger is expected to close in the third quarter of 2017, and is subject to the satisfaction of certain conditions, including the approval of the merger agreement and the transactions contemplated thereby by (1) a majority of the outstanding Partnership common units held by unitholders unaffiliated with VTTI, voting as a class, and (2) a majority of the outstanding Partnership subordinated units, voting as a class. VTTI indirectly owns 100% of the subordinated units and has agreed to vote its subordinated units in favor of the merger. Upon closing of the merger, the Partnership will be an indirect wholly owned subsidiary of VTTI and will cease to be a publicly held partnership.
Advisors
J.P. Morgan Limited acted as financial advisor to VTTI and Latham & Watkins LLP acted as its legal advisor with respect to the transaction. Evercore Partners, Inc. acted as financial advisor to the Conflicts Committee and Bracewell LLP acted as its legal counsel.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on a global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of 36 million barrels.
About VTTI B.V.
VTTI B.V. is a fee-based, growth-oriented business formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on a global scale. VTTI's assets include interests in a broad-based portfolio of terminals that are strategically located throughout the world with a combined total storage capacity of 57 million barrels.
Forward Looking Statements
This press release contains "forward-looking statements." All statements, other than statements of historical facts, that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. You are cautioned not to rely on these forward-looking statements, which speak only as of the date of this press release. The Partnership undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. These statements are based on current expectations of future events, are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control and are difficult to predict. These risks and uncertainties include the risks that the proposed transaction may not be consummated or the benefits contemplated therefrom may not be realized. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in our filings with the SEC, which include, but are not limited to, those found in the Partnership's Annual Report filed on Form 20-F with the SEC on April 28, 2017.
For additional information contact:
VTTI ENERGY PARTNERS LP:
Robert Abbott
Chief Financial Officer
Email: abb@vtti.com
Tel: +44 20 3772 0110
Additional Information and Where to Find It
This communication does not constitute a solicitation of any vote or approval with respect to the proposed transaction. This communication relates to a proposed business combination between VTTI and the Partnership. In connection with the proposed transaction, the Partnership will prepare and disseminate a proxy statement to its unitholders. WE URGE SECURITY HOLDERS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE DISSEMINATED BY THE PARTNERSHIP BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Security holders will be able to obtain these materials (if and when they are available) free of charge at the SEC's website, www.sec.gov. In addition, copies of any documents filed with the SEC may be obtained free of charge from the Partnership's internet website for investors at http://www.vttienergypartners.com. Investors and security holders may also read and copy any reports, statements and other information filed by the Partnership with the SEC at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Participation in the Solicitation of Votes
VTTI and the Partnership and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the Partnership's directors and executive officers is available in its Annual Report on Form 20-F for the year ended December 31, 2016, filed with the SEC on April 28, 2017. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials when they become available.
SOURCE VTTI Energy Partners
LONDON, April 25, 2017 /PRNewswire/ -- VTTI Energy Partners LP (NYSE: VTTI) today announced that the board of directors of its general partner has declared a quarterly cash distribution of $0.3360 per common unit for the first quarter of 2017. This corresponds to an annualized distribution of $1.3440 per unit. The cash distribution will be paid on May 12, 2017 to unitholders of record as of the close of business on May 8, 2017.
VTTI also announced that it expects to release its financial results for the first quarter 2017 before opening of the market on Tuesday, May 9, 2017. VTTI additionally plans to host a conference call and webcast to discuss the results that morning at 09:00 am EDT (2:00 pm BST).
Participants may listen to the conference call by dialing:
US toll free: +1-888-349-0104
UK toll free: 0-800-279-9489
International dial in: +1-412-902-0130
The event may also be accessed via audio webcast at:
https://www.webcaster4.com/Webcast/Page/1124/20904
Beginning one hour after the call, an archived recording of the webcast will be available on VTTI's Investor Relations webpage at: http://www.vttienergypartners.com/events-presentations.php. This archived recording will be available for 30 days.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling, and related energy infrastructure assets on a global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in key energy hubs throughout the world with a combined total storage capacity of 36 million barrels. The Partnership's common units trade on the New York Stock Exchange under the symbol "VTTI."
Forward Looking Statements
This press release includes statements that may constitute forward-looking statements. These forward-looking statements involve risks and uncertainties. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in VTTI's registration statement filed with the U.S. Securities and Exchange Commission, which is available via the SEC's website at www.sec.gov. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York
Joel Moore
+1 212 885 0468
Hill + Knowlton Strategies Amsterdam
Tanno Massar
+31 20 4044707
SOURCE VTTI Energy Partners LP
LONDON, March 2, 2017 /PRNewswire/ -- VTTI Energy Partners LP (NYSE: VTTI) (the "Partnership") announced today that the Board of Directors of VTTI Energy Partners GP LLC (the "GP Board") has received a proposal from VTTI B.V. ("VTTI") pursuant to which VTTI would acquire through a wholly owned subsidiary all publicly held common units of the Partnership in exchange for $18.75 per common unit, representing a 3% premium over the 30 trading day volume weighted average price as of March 1, 2017. If approved, the transaction would be effected through a merger of the Partnership with a wholly owned subsidiary of VTTI. The Partnership expects that the Board of Directors of VTTI Energy Partners GP LLC (the "GP Board") will form a Conflicts Committee (the "Conflicts Committee") comprised of independent directors, which will evaluate and, if appropriate, approve the proposal and recommend that the full GP Board and the Partnership's unitholders approve the proposal.
In its offer letter to the GP Board, VTTI indicated the reasons for the proposed merger include the following:
The proposed transaction is subject to the negotiation and approval of mutually satisfactory definitive documentation by the GP Board and the VTTI board of directors and the execution thereof by the parties thereto. If a definitive agreement is reached, the transaction will also require approval by at least a majority of the holders of outstanding common units (other than those common units held by VTTI and its affiliates) and subordinated units in the Partnership. The transaction would be subject to customary closing conditions. There can be no assurance that definitive documentation will be executed or that any transaction will materialize.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels.
About VTTI B.V.
VTTI B.V. is a fee-based, growth-oriented business formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on global scale. VTTI B.V.'s assets include interests in a broad-based portfolio of terminals that are strategically located throughout the world with a combined total storage capacity of 54 million barrels including assets under construction.
Forward Looking Statements
This press release contains "forward-looking statements." All statements, other than statements of historical facts, that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. You are cautioned not to rely on these forward-looking statements, which speak only as the date of this press release. The Partnership undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. These statements are based on current expectations of future events, are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control and are difficult to predict. These risks and uncertainties include the risks that the proposed transaction may not be consummated or the benefits contemplated therefrom may not be realized. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in our filings with the SEC, which include, but are not limited to, those found in the Partnership's Annual Report filed on Form 20-F with the SEC on April 29, 2016.
For additional information contact:
VTTI ENERGY PARTNERS LP:
Robert Abbott
Chief Financial Officer
Email: abb@vtti.com
Tel: +44 20 3772 0110
Additional Information and Where to Find It
This communication does not constitute a solicitation of any vote or approval with respect to the proposed transaction. This communication relates to a proposed business combination between VTTI and the Partnership. In connection with the proposed transaction, the Partnership expects to file with the Securities and Exchange Commission (the "SEC") a proxy statement and other documents with the SEC. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to unitholders of the Partnership. Investors and security holders will be able to obtain these materials (if and when they are available) free of charge at the SEC's website, www.sec.gov. In addition, copies of any documents filed with the SEC may be obtained free of charge from the Partnership's internet website for investors at http://www.vttienergypartners.com. Investors and security holders may also read and copy any reports, statements and other information filed by the Partnership with the SEC at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Participation in the Solicitation of Votes
VTTI and the Partnership and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the Partnership's directors and executive officers is available in its Annual Report on Form 20-F for the year ended December 31, 2015, filed with the SEC on April 29, 2016. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
SOURCE VTTI Energy Partners LP
LONDON, Feb. 7, 2017 /PRNewswire/ -- VTTI Energy Partners LP ("VTTI" or the "Partnership") (NYSE: VTTI) today reported its preliminary financial results for the fourth quarter ended December 31, 2016.
Highlights
Financial and Operating Results Overview
The underlying financial performance of VTTI for the fourth quarter ended December 31, 2016 exceeded the performance of the Partnership during the fourth quarter ended December 31, 2015.
Mr. Rob Nijst, Chief Executive Officer of VTTI, stated: "VTTI had an excellent operating performance in this quarter with very strong revenue generation and robust cost control, delivering Adjusted EBITDA of $53.1 million. However, the coverage ratio for the quarter was negatively impacted by a short-term increase in our maintenance capex spend, the latter being in line with expectation for the full year."
Total operating income for the fourth quarter ended December 31, 2016, was $35.7 million while net income was $16.3 million compared to total operating income of $28.1 million and net income of $17.6 million for the fourth quarter of 2015. Adjusted EBITDA(1) for the fourth quarter ended December 31, 2016, was $53.1 million, compared to $46.7 million for the fourth quarter of 2015. The Partnership generated $15.7 million of distributable cash flow(1) for the fourth quarter ended December 31, 2016, compared to distributable cash flow of $13.8 million for the fourth quarter of 2015.
(1) Adjusted EBITDA and distributable cash flow are non-GAAP financial measures. See Appendix A for a reconciliation to the most directly comparable U.S. GAAP financial measure.
Cash Distribution
On January 31, 2017, the Board declared a quarterly cash distribution of $0.3360 per unit with respect to the fourth quarter of 2016, equivalent to $1.3440 per unit on an annualized basis and representing a 2.4% increase on the quarterly cash distribution of the third quarter 2016. The implied distribution coverage ratio was 0.98x.
The cash distribution will be paid on February 14, 2017, to unitholders of record as of the close of business on February 13, 2017.
Financing and Liquidity
As of December 31, 2016, the Partnership had cash and cash equivalents of $20.6 million and total unaffiliated debt outstanding of $554.0 million (excluding restricted cash and debt held by affiliates). As of December 31, 2016, there was an undrawn amount of approximately $195 million available under our €300 million revolving credit facility.
We believe that our current resources, including cash generated by the operations of the Partnership, are sufficient to meet the working capital requirements of our ongoing business.
Outlook
Mr. Rob Nijst, Chief Executive Officer of VTTI commented: "We are pleased to announce multiple significant growth projects and acquisitions this quarter at the VTTI B.V. level. This continues the pattern of the prior quarter, with further capacity being added to the VTTI B.V. portfolio to deliver incremental future dropdown inventory for VTTI. This provides VTTI with an exciting growth outlook for 2017 and beyond."
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels.
Forward Looking Statements
This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. You are cautioned not to rely on these forward-looking statements, which speak only as the date of this press release. All statements, other than statements of historical facts, that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future, including, without limitation, future operating or financial results and future revenues and expenses, future, pending or recent acquisitions, general market conditions and industry trends, the financial condition and liquidity, cash available for distribution and future capital expenditures are forward-looking statements. These statements often include the words "could," "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions and are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements are based on current expectations of future events, are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control and are difficult to predict. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. In addition to other factors described herein that could cause VTTI's actual results to differ materially from those implied in these forward-looking statements, negative capital market conditions, including a persistence or increase of the current yield on common units, which is higher than historical yields, could adversely affect VTTI's ability to meet its distribution growth guidance. Risks and uncertainties include, but are not limited to, such matters as: future operating or financial results and future revenues and expenses; our future financial condition and liquidity; significant interruptions in the operations of our customers; future supply of, and demand for, refined petroleum products and crude oil; our ability to renew or extend terminaling services agreements; the credit risk of our customers; our ability to retain our key customers; including Vitol; operational hazards and unforeseen interruptions, including interruptions from terrorist attacks, hurricanes, floods or severe storms; volatility in energy prices; competition from other terminals; changes in trade patterns and the global flow of oil; future or pending acquisitions of terminals or other assets; business strategy, areas of possible expansion and expected capital spending or operating expenses; the ability of our customers to obtain access to shipping, barge facilities, third party pipelines or other transportation facilities; maintenance or remediation capital expenditures on our terminals; environmental and regulatory conditions, including changes in such laws relating to climate change or greenhouse gases; health and safety regulatory conditions, including changes in such laws; costs and liabilities in responding to contamination at our facilities; our ability to obtain financing; restrictions in our credit facilities and debt agreements, including expected compliance and effect of restrictive covenants in such facilities and debt agreements; fluctuations in currencies and interest rates; the adoption of derivatives legislation by Congress; our ability to retain key officers and personnel; the expected cost of, and our ability to comply with, governmental regulations and self-regulatory organization standards, as well as standard regulations imposed by our customers applicable to our business; risks associated with our international operations; compliance with the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act; risks associated with our potential business activities involving countries, entities, and individuals subject to restrictions imposed by U.S. or other governments; and tax liabilities associated with indirect taxes on the products we service. A further list and description of these risks, uncertainties and other factors can be found in our Annual Report filed on Form 20-F which was filed with the United States Securities and Exchange Commission on April 29, 2016 and is available via the SEC's website at www.sec.gov. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York,
Peter Poulos
+1 212 885 0588
Hill + Knowlton Strategies Amsterdam,
Tanno Massar
+31 20 4044707
VTTI ENERGY PARTNERS LP UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENT OF OPERATIONS Three months ended December 31, 2016 and 2015 (in US$ millions) | ||||
Three Months |
Three Months | |||
2016 |
2015 | |||
Revenues, third parties |
26.1 |
20.3 |
||
Revenues, affiliates |
54.7 |
54.9 |
||
Total revenues |
80.8 |
75.2 |
||
Operating costs and expenses: |
||||
Operating costs |
19.9 |
19.9 |
||
Depreciation and amortization |
18.1 |
17.7 |
||
Selling, general and administrative |
6.7 |
8.9 |
||
Disposal of property, plant and equipment |
0.4 |
0.6 |
||
Total operating expenses |
45.1 |
47.1 |
||
Other operating income |
— |
|||
Total operating income |
35.7 |
28.1 |
||
Other income/(expense): |
||||
Interest expense, including affiliates |
(6.3) |
(4.1) |
||
Other finance expense |
(0.5) |
(0.6) |
||
Gain/(loss) on foreign currency transactions |
(16.0) |
(8.7) |
||
Gain/(loss) on derivative financial instruments |
7.8 |
5.9 |
||
Total other income/(expense), net |
(15.0) |
(7.5) |
||
Income before income tax expense |
20.7 |
20.6 |
||
Income tax expense |
(4.4) |
(3.0) |
||
Net income |
16.3 |
17.6 |
||
Non-controlling interest |
(9.8) |
(12.2) |
||
Net income attributable to VTTI Energy Partners LP Owners |
6.5 |
5.4 |
VTTI ENERGY PARTNERS LP UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS as of December 31, 2016 and December 31, 2015 (in US$ millions) | |||||
December 31, |
December 31, | ||||
ASSETS |
|||||
Current assets: |
|||||
Cash and cash equivalents |
20.6 |
55.9 |
|||
Restricted cash |
1.7 |
3.0 |
|||
Trade accounts receivable |
4.0 |
4.7 |
|||
Affiliates |
18.2 |
16.4 |
|||
Other receivables and current assets |
16.7 |
12.7 |
|||
Prepaid expenses |
1.6 |
1.2 |
|||
Derivative assets |
11.4 |
11.0 |
|||
Total current assets |
74.2 |
104.9 |
|||
Non-current assets: |
|||||
Long-term receivables |
1.0 |
1.0 |
|||
Long-term prepaid expenses |
20.5 |
21.7 |
|||
Deferred tax assets |
24.2 |
28.3 |
|||
Property, plant and equipment |
1,200.6 |
1,227.2 |
|||
Intangible assets, net |
33.4 |
35.2 |
|||
Goodwill |
107.7 |
110.2 |
|||
Derivative assets |
19.2 |
22.9 |
|||
Total non-current assets |
1,406.6 |
1,446.5 |
|||
Total assets |
1,480.8 |
1,551.4 |
|||
LIABILITIES AND EQUITY |
|||||
Current liabilities: |
|||||
Trade accounts payable |
17.2 |
19.7 |
|||
Affiliates |
5.9 |
10.2 |
|||
Current installments of long-term debt, affiliates |
6.0 |
8.9 |
|||
Derivative liabilities |
6.3 |
5.1 |
|||
Other liabilities and accrued expenses |
21.2 |
33.3 |
|||
Total current liabilities |
56.6 |
77.2 |
|||
Non-current liabilities: |
|||||
Long-term debt |
554.0 |
541.6 |
|||
Derivative liabilities |
5.4 |
5.8 |
|||
Long-term debt, affiliates |
135.9 |
141.3 |
|||
Post-retirement benefit and post-employment obligation |
9.9 |
9.6 |
|||
Environmental provisions |
18.0 |
19.8 |
|||
Deferred tax liabilities |
77.9 |
65.8 |
|||
Other long-term liabilities |
17.2 |
16.2 |
|||
Total non-current liabilities |
818.3 |
800.1 |
|||
Total liabilities |
874.9 |
877.3 |
|||
Equity: |
|||||
Total equity |
605.9 |
674.1 |
|||
Total liabilities and equity |
1,480.8 |
1,551.4 |
APPENDIX A—RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA
We define Adjusted EBITDA as net income before interest expense, income tax expense, depreciation and amortization expense, other finance expense, gain (loss) on foreign currency transactions and gain (loss) on derivative financial instruments, as further adjusted to reflect realized cash gains on forward foreign exchange contracts, certain other non-cash, non-recurring items, and to exclude the revenues from the Phase 2 assets of our Malaysian terminal in excess of the costs incurred to operate Phase 2 which are attributable to VTTI B.V.
Adjusted EBITDA is a non-GAAP financial measure that management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or financing methods, and the viability of acquisitions and other capital expenditure projects and the returns on investment in various opportunities.
We believe that the presentation Adjusted EBITDA provides useful information to management in assessing our financial condition and results of operations. The U.S. GAAP measure most directly comparable to Adjusted EBITDA is net income. Our non-GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to U.S. GAAP net income. Adjusted EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect net income. You should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
The following table reconciles net income to Adjusted EBITDA for the fourth quarters ended December 31, 2016 and 2015.
(in US$ millions) |
Three Months |
Three Months | ||
Net income |
16.3 |
17.6 |
||
Interest expense, including affiliates |
6.3 |
4.1 |
||
Income tax expense |
4.4 |
3.0 |
||
Depreciation and amortization |
18.1 |
17.7 |
||
Other finance expense |
0.5 |
0.6 |
||
Gain/(loss) on foreign currency transactions |
16.0 |
8.7 |
||
Gain/(loss) on derivative financial instruments |
(7.8) |
(5.9) |
||
Realized cash gains on forward foreign exchange contracts |
2.0 |
3.1 |
||
Non-cash PP&E disposals and write-offs |
0.4 |
0.6 |
||
Non-cash stock based compensation |
0.1 |
— |
||
EBITDA attributable to Affiliate |
(3.2) |
(2.8) |
||
Adjusted EBITDA |
53.1 |
46.7 |
Distributable Cash Flow ("DCF")
In determining the amount of cash to distribute to our unitholders, the Board of Directors of our general partner evaluates the amount of distributable cash flow. As used by the Board of Directors, distributable cash flow represents Adjusted EBITDA after considering certain period cash payments including maintenance capital expenditures, certain period cash receipts and other reserves established by the Partnership.
Maintenance capital expenditures represent capital expenditures required to maintain over the long-term the operating capacity of, or the revenue generated by, our capital assets. Cash interest expense includes interest expense attributable to our Senior Unsecured Notes, VTTI Operating Revolving Credit Facility, Related Party MLP Loan Agreement (as defined in our Annual Report filed on Form 20-F on April 29, 2016), periodic cash settlement amounts for interest rate swap derivative financial instruments and other cash finance expenses.
Distributable cash flow is a quantitative standard used by investors in publicly-traded partnerships to assist in evaluating a partnership's ability to make quarterly cash distributions. Distributable cash flow is a non-GAAP financial measure and should not be considered as an alternative to net income or any other indicator of the Partnership's performance calculated in accordance with U.S. GAAP.
The table below reconciles Adjusted EBITDA to distributable cash flow for the fourth quarters ended December 31, 2016 and 2015.
(in US$ millions) |
Three Months |
Three Months | ||
Adjusted EBITDA |
53.1 |
46.7 |
||
Cash interest expense |
(7.5) |
(4.9) |
||
Cash income tax expense |
(0.1) |
— |
||
Maintenance capital expenditures |
(10.1) |
(4.7) |
||
Cash environmental remediation payments |
(0.5) |
0.2 |
||
Non-cash lease expense |
1.0 |
1.2 |
||
Amortization of deferred income |
(0.6) |
(0.4) |
||
Non-cash revenue adjustments |
(0.4) |
— |
||
Cash flow attributable to non-controlling interest |
(19.2) |
(24.3) |
||
Distributable cash flow |
15.7 |
13.8 |
||
Total distribution |
16.0 |
12.4 |
||
Coverage ratio |
0.98 |
x |
1.11 |
x |
SOURCE VTTI Energy Partners LP
LONDON, Feb. 2, 2017 /PRNewswire/ -- VTTI Energy Partners LP (NYSE: VTTI) announced that the record date for the distribution for the fourth quarter of 2016 will change from February 6, 2017 to February 13, 2017. The declared quarterly cash distribution of $0.3360 per common unit for the fourth quarter of 2016 will be paid on February 14, 2017 to unitholders of record as of the close of business on February 13, 2017.
As previously announced, VTTI expects to release its financial results for the fourth quarter 2016 before opening of the market on Tuesday, February 7, 2017. VTTI additionally plans to host a conference call and webcast to discuss the results that morning at 9:00 am ET (2:00 pm GMT).
Participants may listen to the conference call by dialing:
US toll free: +1-888-349-0104
UK toll free: 0-800-279-9489
International dial in: +1-412-902-0130
The event may also be accessed via audio webcast at:
https://www.webcaster4.com/Webcast/Page/1124/19624
Beginning one hour after the call, an archived recording of the webcast will be available on VTTI's Investor Relations webpage at: http://www.vttienergypartners.com/events-presentations.php. This archived recording will be available for 30 days.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling, and related energy infrastructure assets on a global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in key energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels / 5.6 million m3 capacity. The Partnership's common units trade on the New York Stock Exchange under the symbol "VTTI."
Forward Looking Statements
This press release includes statements that may constitute forward-looking statements. These forward-looking statements involve risks and uncertainties. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in VTTI's registration statement filed with the U.S. Securities and Exchange Commission, which is available via the SEC's website at www.sec.gov. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York
Joel Moore
+1 212 885 0468
Hill + Knowlton Strategies Amsterdam
Tanno Massar
+31 20 4044707
SOURCE VTTI Energy Partners LP
LONDON, Jan. 31, 2017 /PRNewswire/ -- VTTI Energy Partners LP (NYSE: VTTI) today announced that the board of directors of its general partner has declared a quarterly cash distribution of $0.3360 per common unit for the fourth quarter of 2016. This corresponds to an annualized distribution of $1.3440 per unit. The cash distribution will be paid on February 10, 2017 to unitholders of record as of the close of business on February 6, 2017.
VTTI also announced that it expects to release its financial results for the fourth quarter 2016 before opening of the market on Tuesday, February 7, 2017. VTTI additionally plans to host a conference call and webcast to discuss the results that morning at 9:00 am ET (2:00 pm GMT).
Participants may listen to the conference call by dialing:
US toll free: +1-888-349-0104
UK toll free: 0-800-279-9489
International dial in: +1-412-902-0130
The event may also be accessed via audio webcast at:
https://www.webcaster4.com/Webcast/Page/1124/19624
Beginning one hour after the call, an archived recording of the webcast will be available on VTTI's Investor Relations webpage at: http://www.vttienergypartners.com/events-presentations.php. This archived recording will be available for 30 days.
Change of Directors
Following completion of the acquisition by Buckeye Partners, L.P. of a 50 percent equity interest in the holding company of VTTI B.V., on January 4th, 2017, Messrs. David Bernard Fransen and Francis Michael Brenner have both resigned as Directors of the Board of Directors of the general partner of the Partnership (the "Board"). Effective on the same date, Messrs. Keith E. St.Clair and Khalid A. Muslih have been appointed as Directors of the Board.
Mr. Muslih is Executive Vice President of Buckeye GP and President, Global Marine Terminals. Mr. Muslih also serves as a director of Buckeye Texas Partners LLC, which owns and operates midstream assets, a condensate splitter and LPG storage complex in Corpus Christi, Texas as well as crude oil and condensate gathering facilities in the Eagle Ford shale. He joined Buckeye in June 2007.
Mr. St.Clair is Executive Vice President and CFO of Buckeye GP. He joined Buckeye in November 2008.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling, and related energy infrastructure assets on a global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in key energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels / 5.6 million m3 capacity. The Partnership's common units trade on the New York Stock Exchange under the symbol "VTTI."
Forward Looking Statements
This press release includes statements that may constitute forward-looking statements. These forward-looking statements involve risks and uncertainties. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in VTTI's registration statement filed with the U.S. Securities and Exchange Commission, which is available via the SEC's website at www.sec.gov. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York
Joel Moore
+1 212 885 0468
Hill + Knowlton Strategies Amsterdam
Tanno Massar
+31 20 4044707
SOURCE VTTI Energy Partners LP
LONDON, Jan. 25, 2017 /PRNewswire/ -- VTTI B.V. ("VTTI"), the global independent provider of energy storage, today announces an acquisition of a 230,000 m3 facility in Panama, resulting in a joint venture between VTTI and Global SLI. This deal sees VTTI take a 75% interest in PetroAmerica Terminal, S.A. ("PATSA"), a terminal strategically located on the Pacific side of the country, close to the Panama Canal, with a wide range of refined products storage.
VTTI's expertise and knowledge of the industry as well as its international network will further strengthen the central role PATSA plays in supplying domestic and international markets and enhance its multiple potential growth opportunities. PATSA is a highly regarded regional terminal company with an excellent operating track record.
In addition to this acquisition, VTTI today closes the recently announced transaction with Energia Naturalis Holding (ENNA), comprising 70% of the newly built Adriatic Tank Terminal (ATT) in the Port of Ploce, Croatia. In 2016, ATT completed the construction of 50,000 m3 of clean petroleum product storage. A second stage of development is now expected to commence to deliver a further 200,000 m3 of liquid product capacity, as well as up to 60,000 m3 of LPG capacity.
Rob Nijst, CEO of VTTI commented: "With these two transactions we have hit the ground running in 2017, and we now have an exciting roadmap of growth opportunities ahead of us. These opportunities take us into new geographies, extend our portfolio commercially, and further realise our aim to be a top 3 company in the global terminalling industry, as always in combination with our focus on safe operations."
The company is also currently investing in projects at its existing terminals ETT and ATPC, in Rotterdam and Antwerp respectively, as well as negotiating a new project in South Asia:
VTTI is a fast-growing independent provider of energy storage worldwide. VTTI currently offers over 9 million cubic meters of combined storage capacity across 5 continents. VTTI's terminals are strategically located at major shipping crossroads of the globe as well as in locations that are supply gateways to or from specific oil markets. VTTI benefits from two strong shareholders, Buckeye and Vitol that support VTTI's continued growth as an independent global terminal operator. VTTI is run as a standalone company under the leadership of CEO Rob Nijst. www.vtti.com
About Global SLI
Global SLI is a pioneer and leader in several business areas. Global SLI has its headquarters in Panama and presence in Argentina, Brazil, Kenya, the United States and Uruguay. Global SLI develops its activity with the purpose of promoting business initiatives of international scope that create a real value for local communities. Mr. Guillermo Liberman is the executive president.
Global SLI has been involved in the logistics sector in Panama since 2002 with important facilities at the entrance of the Panama Canal in the Pacific, amongst them, PATSA and a Container Terminal. Global SLI along with strategic partners promotes the development of this key sector for the Panamanian economy with new investments, job creation and the implementation of best practices. www.globalsli.com
About PATSA
PATSA is the operator of refined products terminal with a capacity of approximately 230,000 m3, located in the Rodman area, Province of Panama, Republic of Panama.
For more information:
VTTI:
Lisanne Kosters
M: +31(0)652526405
lis@vtti.com
SOURCE VTTI Energy Partners LP
LONDON, Jan. 4, 2017 /PRNewswire/ -- Further to the release of 24 October 2016, in which VTTI BV, VTTI Energy Partners LP, (NYSE: VTTI) (together "VTTI") and Vitol stated that Buckeye Partners, L.P. ("Buckeye") had signed a definitive agreement to acquire a 50 percent equity interest in the holding company of VTTI, we today announce that the transaction has been completed. The joint shareholding of Buckeye and Vitol will add greater strategic value to VTTI and will further strengthen VTTI's position as a leading independent provider of energy storage solutions.
About VTTI BV
VTTI BV is a fee-based, growth-oriented business formed to own, operate, develop and acquire refined petroleum product and crude oil terminalling and related energy infrastructure assets on global scale. VTTI BV's assets include interests in a broad-based portfolio of terminals that are strategically located throughout the world with a combined total storage capacity of 54 million barrels including assets under construction. On 1 August 2014, VTTI Energy Partners LP began trading on the New York Stock Exchange as a master limited partnership (MLP).
For more information:
http://www.vtti.com/
http://www.vttienergypartners.com
About Vitol
Vitol is an energy and commodities company; its primary business is the trading and distribution of energy products globally – it trades over 6mbpd of crude oil and products and, at any time, has 200 ships transporting its cargoes. Vitol's clients include national oil companies, multinationals, leading industrial and chemical companies and the world's largest airlines. Founded in Rotterdam in 1966, today Vitol serves clients from some 40 offices worldwide and is invested in energy assets globally including; circa 15.5mm3 of storage across six continents, 390kbpd of refining capacity and Shell-branded downstream businesses in 16 African countries, as well as Australia. Revenues in 2015 were $168 billion.
For more information:
www.vitol.com.
For more information:
Vitol:
Andrea Schlaepfer
T: +44 (0)207 973 4230
M: +44 (0)7525 403796
acs@vitol.com
VTTI:
Lisanne Kosters
M: +31(0)652526405
lis@vtti.com
SOURCE VTTI Energy Partners LP
LONDON, Nov. 8, 2016 /PRNewswire/ -- VTTI Energy Partners LP ("VTTI" or the "Partnership") (NYSE: VTTI) today reported its preliminary financial results for the third quarter ended September 30, 2016.
Highlights
Financial and Operating Results Overview
The underlying financial performance of VTTI for the third quarter ended September 30, 2016 exceeded the performance of the Partnership during the second quarter ended June 30, 2016.
Mr. Rob Nijst, Chief Executive Officer of VTTI, stated: "VTTI continues to perform consistently with another strong financial and operating performance this quarter. Our coverage ratio was negatively impacted by the timing of the recent dropdown but our distribution coverage target remains 1.10x and we expect to meet that in the fourth quarter of 2016."
Total operating income for the third quarter ended September 30, 2016, was $30.9 million while net income was $21.0 million compared to total operating income of $39.7 million and net income of $27.4 million for the third quarter of 2015, which benefited from a non-recurring revenue item of approximately $9 million. Adjusted EBITDA(1) for the third quarter ended September 30, 2016, was $48.6 million, compared to $57.4 million for the third quarter of 2015. The Partnership generated $13.9 million of distributable cash flow(1) for the third quarter ended September 30, 2016, compared to distributable cash flow of $17.8 million for the third quarter of 2015, again the difference being driven by the aforementioned non-recurring revenue item.
(1) Adjusted EBITDA and distributable cash flow are non-GAAP financial measures. See Appendix A for a reconciliation to the most directly comparable U.S. GAAP financial measure.
Cash Distribution
On October 24, 2016, the Board declared a quarterly cash distribution of $0.3281 per unit with respect to the third quarter of 2016, equivalent to $1.3124 per unit on an annualized basis and representing a 2.4% increase on the quarterly cash distribution of the second quarter 2016. The implied distribution coverage ratio was 0.90x, or 1.03x on a pro forma basis assuming the full quarter benefit of the additional 8.4% equity interest in VTTI MLP B.V.
The cash distribution will be paid on November 14, 2016, to unitholders of record as of the close of business on November 4, 2016.
Financing and Liquidity
As of September 30, 2016, the Partnership had cash and cash equivalents of $39.8 million and total unaffiliated debt outstanding of $560.1 million (excluding restricted cash and debt held by affiliates). As of September 30, 2016, there was an undrawn amount of approximately $218 million available under our €300 million revolving credit facility.
We believe that our current resources, including cash generated by the operations of the Partnership, are sufficient to meet the working capital requirements of our ongoing business.
Outlook
Mr. Rob Nijst, Chief Executive Officer of VTTI commented: "Although we have seen an increase in commodity price volatility in this quarter, the international storage market remains supportive of international storage demand. We are pleased to announce a number of significant new expansion projects this quarter, primarily at the VTTI B.V. level, and we intend to continue this growth trend going forwards."
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels.
Forward Looking Statements
This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. You are cautioned not to rely on these forward-looking statements, which speak only as the date of this press release. All statements, other than statements of historical facts, that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future, including, without limitation, future operating or financial results and future revenues and expenses, future, pending or recent acquisitions, general market conditions and industry trends, the financial condition and liquidity, cash available for distribution and future capital expenditures are forward-looking statements. These statements often include the words "could," "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions and are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements are based on current expectations of future events, are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control and are difficult to predict. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. In addition to other factors described herein that could cause VTTI's actual results to differ materially from those implied in these forward-looking statements, negative capital market conditions, including a persistence or increase of the current yield on common units, which is higher than historical yields, could adversely affect VTTI's ability to meet its distribution growth guidance. Risks and uncertainties include, but are not limited to, such matters as: future operating or financial results and future revenues and expenses; our future financial condition and liquidity; significant interruptions in the operations of our customers; future supply of, and demand for, refined petroleum products and crude oil; our ability to renew or extend terminaling services agreements; the credit risk of our customers; our ability to retain our key customers; including Vitol; operational hazards and unforeseen interruptions, including interruptions from terrorist attacks, hurricanes, floods or severe storms; volatility in energy prices; competition from other terminals; changes in trade patterns and the global flow of oil; future or pending acquisitions of terminals or other assets; business strategy, areas of possible expansion and expected capital spending or operating expenses; the ability of our customers to obtain access to shipping, barge facilities, third party pipelines or other transportation facilities; maintenance or remediation capital expenditures on our terminals; environmental and regulatory conditions, including changes in such laws relating to climate change or greenhouse gases; health and safety regulatory conditions, including changes in such laws; costs and liabilities in responding to contamination at our facilities; our ability to obtain financing; restrictions in our credit facilities and debt agreements, including expected compliance and effect of restrictive covenants in such facilities and debt agreements; fluctuations in currencies and interest rates; the adoption of derivatives legislation by Congress; our ability to retain key officers and personnel; the expected cost of, and our ability to comply with, governmental regulations and self-regulatory organization standards, as well as standard regulations imposed by our customers applicable to our business; risks associated with our international operations; compliance with the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act; risks associated with our potential business activities involving countries, entities, and individuals subject to restrictions imposed by U.S. or other governments; and tax liabilities associated with indirect taxes on the products we service. A further list and description of these risks, uncertainties and other factors can be found in our Annual Report filed on Form 20-F which was filed with the United States Securities and Exchange Commission on April 29, 2016 and is available via the SEC's website at www.sec.gov. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York,
Joel Moore
+1 212 885 0468
Hill + Knowlton Strategies Amsterdam,
Tanno Massar
+31 20 4044707
VTTI ENERGY PARTNERS LP | ||||
Three Months |
Three Months | |||
2016 |
2015 | |||
Revenues, third parties |
24.3 |
19.3 |
||
Revenues, affiliates |
53.2 |
55.0 |
||
Total revenues |
77.5 |
74.3 |
||
Operating costs and expenses: |
||||
Operating costs |
19.8 |
18.3 |
||
Depreciation and amortization |
18.3 |
17.5 |
||
Selling, general and administrative |
8.4 |
8.1 |
||
Disposal of property, plant and equipment |
0.1 |
— |
||
Total operating expenses |
46.6 |
43.9 |
||
Other operating income |
— |
9.3 |
||
Total operating income |
30.9 |
39.7 |
||
Other income/(expense): |
||||
Interest expense, including affiliates |
(6.4) |
(3.6) |
||
Other finance expense |
(0.4) |
(0.5) |
||
Gain/(loss) on foreign currency transactions |
1.2 |
2.9 |
||
Gain/(loss) on derivative financial instruments |
(2.0) |
(2.2) |
||
Total other income/(expense), net |
(7.6) |
(3.4) |
||
Income before income tax expense |
23.3 |
36.3 |
||
Income tax expense |
(2.3) |
(8.9) |
||
Net income |
21.0 |
27.4 |
||
Non-controlling interest |
(13.8) |
(18.3) |
||
Net income attributable to VTTI Energy Partners LP Owners |
7.2 |
9.1 |
VTTI ENERGY PARTNERS LP | |||||
September 30, |
December 31, | ||||
ASSETS |
|||||
Current assets: |
|||||
Cash and cash equivalents |
39.8 |
55.9 |
|||
Restricted cash |
2.3 |
3.0 |
|||
Trade accounts receivable |
4.9 |
4.7 |
|||
Affiliates |
21.3 |
16.4 |
|||
Other receivables and current assets |
15.8 |
12.7 |
|||
Prepaid expenses |
2.5 |
1.2 |
|||
Derivative assets |
8.3 |
11.0 |
|||
Total current assets |
94.9 |
104.9 |
|||
Non-current assets: |
|||||
Long-term receivables |
1.0 |
1.0 |
|||
Long-term prepaid expenses |
20.8 |
21.7 |
|||
Deferred tax assets |
26.8 |
28.3 |
|||
Property, plant and equipment |
1,225.7 |
1,227.2 |
|||
Intangible assets, net |
35.6 |
35.2 |
|||
Goodwill |
112.3 |
110.2 |
|||
Derivative assets |
14.2 |
22.9 |
|||
Total non-current assets |
1,436.4 |
1,446.5 |
|||
Total assets |
1,531.3 |
1,551.4 |
|||
LIABILITIES AND EQUITY |
|||||
Current liabilities: |
|||||
Trade accounts payable |
15.4 |
19.7 |
|||
Affiliates |
14.8 |
10.2 |
|||
Current installments of long-term debt, affiliates |
7.5 |
8.9 |
|||
Derivative liabilities |
6.4 |
5.1 |
|||
Other liabilities and accrued expenses |
26.0 |
33.3 |
|||
Total current liabilities |
70.1 |
77.2 |
|||
Non-current liabilities: |
|||||
Long-term debt |
560.1 |
541.6 |
|||
Derivative liabilities |
4.5 |
5.8 |
|||
Long-term debt, affiliates |
137.4 |
141.3 |
|||
Post-retirement benefit and post-employment obligation |
10.1 |
9.6 |
|||
Environmental provisions |
19.7 |
19.8 |
|||
Deferred tax liabilities |
78.3 |
65.8 |
|||
Other long-term liabilities |
17.0 |
16.2 |
|||
Total non-current liabilities |
827.1 |
800.1 |
|||
Total liabilities |
897.2 |
877.3 |
|||
Equity: |
|||||
Total equity |
634.1 |
674.1 |
|||
Total liabilities and equity |
1,531.3 |
1,551.4 |
APPENDIX A—RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA
We define Adjusted EBITDA as net income before interest expense, income tax expense, depreciation and amortization expense, other finance expense, gain (loss) on foreign currency transactions and gain (loss) on derivative financial instruments, as further adjusted to reflect realized cash gains on forward foreign exchange contracts, certain other non-cash, non-recurring items, and to exclude the revenues from the Phase 2 assets of our Malaysian terminal in excess of the costs incurred to operate Phase 2 which are attributable to VTTI B.V.
Adjusted EBITDA is a non-GAAP financial measure that management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or financing methods, and the viability of acquisitions and other capital expenditure projects and the returns on investment in various opportunities.
We believe that the presentation Adjusted EBITDA provides useful information to management in assessing our financial condition and results of operations. The U.S. GAAP measure most directly comparable to Adjusted EBITDA is net income. Our non-GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to U.S. GAAP net income. Adjusted EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect net income. You should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
The following table reconciles net income to Adjusted EBITDA for the third quarters ended September 30, 2016 and 2015.
(in US$ millions) |
Three Months |
Three Months | ||
Net income |
21.0 |
27.4 |
||
Interest expense, including affiliates |
6.4 |
3.6 |
||
Income tax expense |
2.3 |
8.9 |
||
Depreciation and amortization |
18.3 |
17.5 |
||
Other finance expense |
0.4 |
0.5 |
||
Gain/(loss) on foreign currency transactions |
(1.2) |
(2.9) |
||
Gain/(loss) on derivative financial instruments |
2.0 |
2.2 |
||
Realized cash gains on forward foreign exchange contracts |
2.3 |
2.4 |
||
Non-cash PP&E disposals and write-offs |
0.1 |
— |
||
Non-cash stock based compensation |
0.1 |
— |
||
EBITDA attributable to Affiliate |
(3.1) |
(2.2) |
||
Adjusted EBITDA |
48.6 |
57.4 |
Distributable Cash Flow ("DCF")
In determining the amount of cash to distribute to our unitholders, the Board of Directors of our general partner evaluates the amount of distributable cash flow. As used by the Board of Directors, distributable cash flow represents Adjusted EBITDA after considering certain period cash payments including maintenance capital expenditures, certain period cash receipts and other reserves established by the Partnership.
Maintenance capital expenditures represent capital expenditures required to maintain over the long-term the operating capacity of, or the revenue generated by, our capital assets. Cash interest expense includes interest expense attributable to our Senior Unsecured Notes, VTTI Operating Revolving Credit Facility, Related Party MLP Loan Agreement (as defined in our Annual Report filed on Form 20-F on April 29, 2016), periodic cash settlement amounts for interest rate swap derivative financial instruments and other cash finance expenses.
Distributable cash flow is a quantitative standard used by investors in publicly-traded partnerships to assist in evaluating a partnership's ability to make quarterly cash distributions. Distributable cash flow is a non-GAAP financial measure and should not be considered as an alternative to net income or any other indicator of the Partnership's performance calculated in accordance with U.S. GAAP.
The table below reconciles Adjusted EBITDA to distributable cash flow for the third quarters ended September 30, 2016 and 2015.
(in US$ millions) |
Three Months |
Three Months | ||
Adjusted EBITDA |
48.6 |
57.4 |
||
Cash interest expense |
(7.3) |
(4.6) |
||
Cash income tax expense |
— |
— |
||
Maintenance capital expenditures |
(4.7) |
(3.4) |
||
Cash environmental remediation payments |
(0.3) |
(0.6) |
||
Non-cash lease expense |
1.0 |
1.0 |
||
Change in deferred income |
(0.5) |
(0.5) |
||
Harbor fees cash receipt |
— |
(0.3) |
||
Non-cash revenue adjustments |
(0.4) |
— |
||
Cash flow attributable to non-controlling interest |
(22.5) |
(31.2) |
||
Distributable cash flow |
13.9 |
17.8 |
||
Total distribution |
15.5 |
12.0 |
||
Coverage ratio |
0.90x |
1.48x |
Logo - http://photos.prnewswire.com/prnh/20141031/155895LOGO
SOURCE VTTI Energy Partners LP
LONDON, Oct. 31, 2016 /PRNewswire/ -- VTTI, the global independent provider of energy storage, and Energia Naturalis Holding (ENNA), have signed an agreement for the purchase by VTTI of 70% of Adriatic Tank Terminal (ATT) in the Port of Ploce, the main Adriatic deep-water port. VTTI and ENNA will jointly expand and operate the newly built terminal in the Port of Ploce. The closing of the transaction is subject to closing conditions, including regulatory conditions. VTTI will manage the newly-completed tankage for clean petroleum products (CPP), and shall construct and operate further tank capacity alongside a significant new LPG (Liquefied Petroleum Gas) storage capability, with leading-edge technology.
Phase 1 of ATT is already constructed: in September 2016, the terminal completed the construction of 50,000 m3 capacity for clean petroleum products. Phase 2 will deliver over 200,000 m3 of petroleum storage, as well as up to 60,000 m3 of LPG storage; this will be the largest new LPG storage project in the heart of the Adriatic. In the future, additional space would allow the option of a Phase 3 project for further storage of minimum 100,000 m3 of petroleum products.
Good news for the region
This growing terminal will play an important strategic role in strengthening the region's security of energy supply. It will also complement the prime location and deep water of the Port of Ploce, with significant extra storage capacity for CPP and LPG products.
The terminal will meet the highest standards of safety, with firefighting and vapour recovery technologies that meet the latest EU and global safety and environmental regulations.
Rob Nijst, CEO of VTTI, said: "VTTI is very pleased to enter the Adriatic market, supported by our JV partner. The facility will enable the region's energy trade by developing a safe and efficient terminal facility. The growth of the city of Ploce and the region will gather even more speed in the near future, and we are there to support it."
Pavao Vujnovac – ENNA, said: "We are delighted to bring a reliable, strong partner into Croatia, with whom we have established excellent cooperation. Together, we will work on developing the potential of the Port of Ploče as a major Mediterranean port. Through this investment, as with others, we are encouraging the development of Croatian resources in order to achieve influence in the region and improve the quality of life of the community in which we work."
W: www.adriatictankterminal.com
Notes for Editors
The Port of Ploce
Ploce is one of the main strategic deep-water ports of the Central Adriatic. Its excellent transport links and favourable geostrategic position make it a natural hub to enable efficient movement between the Adriatic, Mediterranean and Central Europe.
A deep-draft jetty is currently under development that will allow the port to serve larger vessels, opening the Adriatic market to the world's energy trade.
ATT: excellently connected
ATT is directly connected to the Pan-European corridors, connecting all major destinations in the Balkan region, and is linked to the national highway systems. Additionally, ATT is connected to the international railway network, unlocking the hinterland of the Balkans (i.e. Bosnia-Herzegovina, Serbia and beyond).
About VTTI
VTTI is a fast-growing independent provider of energy storage worldwide. We were founded in 2006, and today we offer 8.7 million cubic meters of combined storage capacity across 5 continents. This will rise in the near future as new projects come on line.
W: www.vtti.com
About Energia Naturalis
Energia Naturalis (ENNA) is a holding company involved in the energy, infrastructure and logistics sector. The companies in the group do business in Central and Eastern European countries.
ENNA owns 20 companies, of which the best known are gathered in the PPD Group and are engaged in the trade, distribution and supply of natural gas. The company owns 25% of the shares in the Port of Ploče.
Contact
Lisanne Kosters
M: +31(0)652526405
lis@vtti.com
Photo - http://photos.prnewswire.com/prnh/20161030/434095
Logo - http://photos.prnewswire.com/prnh/20141031/155895LOGO
SOURCE VTTI Energy Partners LP
LONDON, Oct. 24, 2016 /PRNewswire/ -- VTTI BV, VTTI Energy Partners LP, NYSE: VTTI (together "VTTI") and Vitol today announced that Buckeye Partners, L.P. ("Buckeye") has signed a definitive agreement to acquire a 50 percent equity interest in the holding company of VTTI for $1.15 billion. Upon completion, VTTI will be 50 percent (indirectly) owned by Buckeye and 50 percent (indirectly) by Vitol1. It is intended that the joint shareholding of Buckeye and Vitol will add greater strategic value to VTTI and will further strengthen VTTI's position as a leading independent provider of energy storage solutions.
Buckeye is a publicly traded master limited partnership and owns and operates a diversified network of integrated assets providing midstream logistic solutions, primarily consisting of the transportation, storage, and marketing of liquid petroleum products. It is one of the largest independent liquid petroleum products pipeline operators in the United States in terms of volumes delivered, with approximately 6,000 miles of pipeline and a terminal network comprising more than 120 liquid petroleum products terminals with aggregate storage capacity of over 110 million barrels.
Through this transaction, Buckeye will access VTTI's significant international footprint. VTTI is one of the largest independent global energy terminal businesses that, through its subsidiaries and partnership interests, owns and operates approximately 54 million barrels of petroleum product and crude oil storage capacity across 13 terminals located on five continents. VTTI Energy Partners LP began trading on the New York Stock Exchange as a master limited partnership on 1 August 2014.
Chris Bake, Chairman of VTTI said, "We look forward to partnering with Buckeye for the next phase of VTTI's future. Buckeye brings in a wealth of terminalling experience and knowledge which will further strengthen the strategic position of VTTI as we continue to invest in its growth."
Upon completion, Buckeye and Vitol will have equal Board representation and voting rights in VTTI. VTTI will continue to be run as an independent, standalone company under the leadership of CEO Rob Nijst.
Rob Nijst, CEO of VTTI said: "We are looking forward to our cooperation with Buckeye, and we believe that their industry expertise and experience will offer great value to VTTI. Through this transaction, VTTI will have two strong shareholders that will support VTTI's continued growth as an independent global terminal operator."
The transaction is subject to regulatory approvals and customary closing conditions and is expected to close in early January 2017.
Notes to editors
1Vitol's share will be owned by Vitol and also through Vitol Investment Partnership ("VIP"), an investment vehicle sponsored and managed by Vitol.
About VTTI BV
VTTI BV is a fee-based, growth-oriented business formed to own, operate, develop and acquire refined petroleum product and crude oil terminalling and related energy infrastructure assets on global scale. VTTI BV's assets include interests in a broad-based portfolio of terminals that are strategically located throughout the world with a combined total storage capacity of 54 million barrels including assets under construction. On 1 August 2014, VTTI Energy Partners LP began trading on the New York Stock Exchange as a master limited partnership (MLP).
For more information: http://www.vtti.com/
http://www.vttienergypartners.com
About Vitol
Vitol is an energy and commodities company; its primary business is the trading and distribution of energy products globally – it trades over 6mbpd of crude oil and products and, at any time, has 200 ships transporting its cargoes.
Vitol's clients include national oil companies, multinationals, leading industrial and chemical companies and the world's largest airlines. Founded in Rotterdam in 1966, today Vitol serves clients from some 40 offices worldwide and is invested in energy assets globally including; circa 15.5mm3 of storage across six continents, 390kbpd of refining capacity and Shell-branded downstream businesses in 16 African countries, as well as Australia. Revenues in 2015 were $168 billion. For more information: www.vitol.com.
For more information:
Vitol:
Andrea Schlaepfer
M: +44 (0)7525 403796
acs@vitol.com
VTTI:
Lisanne Kosters
M: +31(0)652526405
lis@vtti.com
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SOURCE VTTI Energy Partners LP
LONDON, Oct. 24, 2016 /PRNewswire/ -- VTTI Energy Partners LP (NYSE: VTTI) today announced that the board of directors of its general partner has declared a quarterly cash distribution of $0.3281 per common unit for the third quarter of 2016. This corresponds to an annualized distribution of $1.3124 per unit. The cash distribution will be paid on November 14, 2016 to unitholders of record as of the close of business on November 4, 2016.
VTTI also announced that it expects to release its financial results for the third quarter 2016 before opening of the market on Tuesday, November 8, 2016. VTTI additionally plans to host a conference call and webcast to discuss the results that morning at 9:00 a.m. EDT (2:00 p.m. BST).
Participants may listen to the conference call by dialing:
US toll free: 1-888-349-0104
UK toll free: 0-800-279-9489
International dial in: +1-412-902-0130
The event may also be accessed via audio webcast at:
https://www.webcaster4.com/Webcast/Page/1124/18048
Beginning one hour after the call, an archived recording of the webcast will be available on VTTI's Investor Relations webpage at: http://www.vttienergypartners.com/events-presentations.php. This archived recording will be available for 30 days.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling, and related energy infrastructure assets on a global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in key energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels / 5.6 million m3 capacity. The Partnership's common units trade on the New York Stock Exchange under the symbol "VTTI."
Forward Looking Statements
This press release includes statements that may constitute forward-looking statements. These forward-looking statements involve risks and uncertainties. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in VTTI's registration statement filed with the U.S. Securities and Exchange Commission, which is available via the SEC's website at www.sec.gov. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York
Joel Moore
+1 212 885 0468
Hill + Knowlton Strategies Amsterdam
Tanno Massar
+31 20 4044707
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SOURCE VTTI Energy Partners LP
CAPE CANAVERAL, Fla., Oct. 12, 2016 /PRNewswire/ -- Seaport Canaveral Terminal (of VTTI Energy Partners LP, NYSE: VTTI) has resumed normal operations. On Saturday 08 October, after the hurricane has passed, a team from Seaport Canaveral Terminal conducted an inspection and reported that there is no severe damage to the terminal and no damage to the environment has occurred. Most importantly, all our colleagues and their families are safe. Seaport Canaveral Terminal is currently supporting the emergency response by supplying fuel to the region of Florida.
About Seaport Canaveral Terminal
Sixty miles from Orlando, on the East Coast of Florida, this state-of-the-art storage terminal delivers an independent supply of petroleum products to the state with capacity for nearly 3 million barrels of refined products. Its 24 tanks offer storage for gasoline, diesel, biofuel and biodiesel, ethanol, jet fuel and fuel oil. The terminal has two jetties, with a maximum draft of 12 metres, and direct loading and unloading infrastructure for barges, seagoing vessels, trucks and, separately, a dedicated pipeline for bunkering cruise ships.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels.
Contact:
Hill + Knowlton Strategies New York
Joel Moore, +1 212 885 0468
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SOURCE VTTI Energy Partners LP
LONDON, Sept. 1, 2016 /PRNewswire/ -- VTTI Energy Partners LP (NYSE: VTTI) (the "Partnership") today announced that its wholly owned subsidiary, VTTI MLP Holdings Ltd., has completed its acquisition of an additional 8.4% equity interest in VTTI MLP B.V. ("VTTI Operating") and associated pro-rata net debt from VTTI MLP Partners B.V. for cash consideration of $96.2 million (the "Acquisition"). Following the completion of the Acquisition, the Partnership indirectly owns a total economic interest of 51.0% and a 51.0% indirect voting interest in VTTI Operating.
The terms of the acquisition were approved by the board of directors of the general partner of the Partnership, based on the approval and recommendation of its conflicts committee. The conflicts committee was comprised entirely of independent directors and retained a financial advisor to assist with its evaluation of the Acquisition.
The acquisition of the additional economic interests in VTTI Operating is expected to be accretive to the Partnership's distributable cash flow and to implement the Partnership's strategy to deliver distribution growth to its unitholders. Any increases in the Partnership's distributions would be conditioned upon, among other things, the approval of such increases by the board of directors and the absence of any material adverse developments or potential alternative strategic opportunities that would make such future increases inadvisable.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels.
Forward Looking Statements
This press release contains "forward-looking statements." All statements, other than statements of historical facts, that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. You are cautioned not to rely on these forward-looking statements, which speak only as the date of this press release. The Partnership undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. These statements are based on current expectations of future events, are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control and are difficult to predict. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in our filings with the SEC, which include, but are not limited to, those found in our Annual Report filed on Form 20-F with the SEC on April 29, 2016.
Contact:
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York
Peter Poulos, +1 212 885 0588
Hill + Knowlton Strategies Amsterdam
Tanno Massar, +31 20 4044707
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SOURCE VTTI Energy Partners LP
LONDON, Aug. 9, 2016 /PRNewswire/ -- VTTI Energy Partners LP ("VTTI" or the "Partnership") (NYSE: VTTI) today announced that it has priced its previously announced underwritten public offering of 5,250,000 common units representing limited partner interests in the Partnership for total gross proceeds of approximately $101,325,000. The Partnership has granted the underwriters a 30-day option to purchase up to an additional 787,500 common units from the Partnership. The underwriters intend to offer the common units from time to time in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices or at negotiated prices. The offering is expected to close on August 12, 2016, subject to customary closing conditions.
In the public offering, VTTI B.V., our indirect parent, and its affiliates have agreed to purchase from the underwriters 1,295,336 common units at the price per common unit paid by the public in the initial distribution. The underwriters will not deduct any discounts or commissions from the price paid by VTTI B.V. and its affiliates and, as a result, the Partnership will receive the entire amount paid by VTTI B.V. and its affiliates for such units.
The Partnership intends to use a portion of the net proceeds of the offering and its general partner's contribution to maintain its 2% general partner interest to fund the purchase price of the acquisition (the "Acquisition") from VTTI MLP Partners B.V. of an additional 8.4% economic interest in VTTI MLP B.V., which owns, directly or indirectly, the interests in the entities that own the Partnership's terminal facilities, for cash consideration of $96.2 million. The remainder of the net proceeds will be used for general partnership purposes. The offering is not conditioned on the closing of the Acquisition. If the Acquisition does not close, the Partnership expects to use the net proceeds from the offering and the related capital contribution by its general partner for general partnership purposes.
J.P. Morgan and BofA Merrill Lynch are acting as joint book-running managers for the offering.
The offering of the common units is being made pursuant to an effective shelf registration statement on Form F-3, which has been filed with the Securities and Exchange Commission (the "SEC") and became effective on August 8, 2016. The offering is being made only by means of a prospectus supplement and the accompanying base prospectus, copies of which will be made available on the SEC's website at www.sec.gov. Alternatively, the joint book-running managers will arrange to send you the prospectus supplement and related base prospectus if you request them by contacting:
J.P. Morgan c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, NY 11717 1-866-803-9204 |
BofA Merrill Lynch NC1-004-03-43 200 North College Street, 3rd floor Charlotte NC 28255-0001 Attn: Prospectus Department |
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York,
Peter Poulos
+1 212 885 0588
Hill + Knowlton Strategies Amsterdam,
Tanno Massar
+31 20 4044707
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SOURCE VTTI Energy Partners LP
LONDON, Aug. 8, 2016 /PRNewswire/ -- VTTI Energy Partners LP ("VTTI" or the "Partnership") (NYSE: VTTI) today announced the commencement of an underwritten public offering of 5,250,000 common units representing limited partner interests in the Partnership. The Partnership expects to grant the underwriters a 30-day option to purchase up to an additional 787,500 common units from the Partnership. The underwriters intend to offer the common units from time to time in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices or at negotiated prices.
The Partnership intends to use a portion of the net proceeds of the offering and its general partner's contribution to maintain its 2% general partner interest to fund the purchase price of its previously announced acquisition (the "Acquisition") from VTTI MLP Partners B.V. of an additional 8.4% economic interest in VTTI MLP B.V., which owns, directly or indirectly, the interests in the entities that own the Partnership's terminal facilities, for cash consideration of $96.2 million. The remainder of the net proceeds will be used for general partnership purposes. The offering is not conditioned on the closing of the Acquisition. If the Acquisition does not close, the Partnership expects to use the net proceeds from the offering and the related capital contribution by its general partner for general partnership purposes.
VTTI B.V., our indirect parent, and its affiliates have indicated an interest in purchasing up to $25 million of the common units offered in the public offering. These common units would be purchased from the underwriters at the price per common unit paid by the public in the initial distribution. The underwriters would not deduct any discounts or commissions from the price paid by VTTI B.V. and its affiliates and, as a result, the Partnership would receive the entire amount paid by VTTI B.V. and its affiliates for such units. There can be no assurance that VTTI B.V. or its affiliates will participate in this offering, and if it or its affiliates do participate, there can be no assurance as to the number of common units that they will purchase.
J.P. Morgan and BofA Merrill Lynch are acting as joint book-running managers for the offering.
The offering of the common units is being made pursuant to an effective shelf registration statement on Form F-3, which has been filed with the Securities and Exchange Commission (the "SEC") and became effective on August 8, 2016. The offering will be made only by means of a preliminary prospectus supplement, final prospectus supplement and the accompanying base prospectus, copies of which may be obtained on the SEC's website at www.sec.gov. Alternatively, the joint book-running managers will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting:
J.P. Morgan c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, NY 11717 1-866-803-9204 |
BofA Merrill Lynch NC1-004-03-43 200 North College Street, 3rd floor Charlotte NC 28255-0001 Attn: Prospectus Department |
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York,
Peter Poulos
+1 212 885 0588
Hill + Knowlton Strategies Amsterdam,
Tanno Massar
+31 20 4044707
Logo - http://photos.prnewswire.com/prnh/20141031/155895LOGO
SOURCE VTTI Energy Partners LP
LONDON, Aug. 8, 2016 /PRNewswire/ -- VTTI Energy Partners LP (NYSE: VTTI) (the "Partnership") today announced that its wholly owned subsidiary, VTTI MLP Holdings Ltd., has entered into a purchase and sale agreement to acquire an additional 8.4% equity interest in VTTI MLP B.V. ("VTTI Operating") and associated pro-rata net debt from VTTI MLP Partners B.V. for cash consideration of $96.2 million (the "Acquisition"). The Partnership expects the Acquisition to close and be effective September 1, 2016, subject to customary closing conditions. Following the closing of the Acquisition, the Partnership would indirectly own a total economic interest of 51.0% and a 51.0% indirect voting interest in VTTI Operating.
The terms of the acquisition were approved by the board of directors of the general partner of the Partnership, based on the approval and recommendation of its conflicts committee. The conflicts committee was comprised entirely of independent directors and retained a financial advisor to assist with its evaluation of the Acquisition.
The acquisition of the additional economic interests in VTTI Operating is expected to be accretive to the Partnership's distributable cash flow and to implement the Partnership's strategy to deliver distribution growth to its unitholders. The Partnership's announcement on July 25, 2016 of a quarterly distribution of $0.3204 per unit (corresponding to an annualized distribution of $1.2816 per unit) for the second quarter of 2016 represented an increase of 3.1% as compared to the Partnership's quarterly distribution of $0.31085 for the first quarter of 2016. Any future increases in the Partnership's distributions would be conditioned upon, among other things, the closing of the Acquisition, the approval of such increases by the board of directors and the absence of any material adverse developments or potential alternative strategic opportunities that would make such future increases inadvisable.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels.
Forward Looking Statements
This press release contains "forward-looking statements." All statements, other than statements of historical facts, that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. You are cautioned not to rely on these forward-looking statements, which speak only as the date of this press release. The Partnership undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. These statements are based on current expectations of future events, are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control and are difficult to predict. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in our filings with the SEC, which include, but are not limited to, those found in our Annual Report filed on Form 20-F with the SEC on April 29, 2016.
Contact:
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York
Peter Poulos, +1 212 885 0588
Hill + Knowlton Strategies Amsterdam
Tanno Massar, +31 20 4044707
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SOURCE VTTI Energy Partners LP
LONDON, Aug. 8, 2016 /PRNewswire/ -- VTTI Energy Partners LP ("VTTI" or the "Partnership") (NYSE: VTTI) today reported its financial results for the second quarter ended June 30, 2016.
Highlights
Financial and Operating Results Overview
The underlying financial performance of VTTI for the second quarter ended June 30, 2016 was consistent with the performance of the Partnership during the comparative period in 2015.
Mr. Rob Nijst, Chief Executive Officer of VTTI, stated: "VTTI achieved another strong financial and operating performance in line with expectation for the second quarter of 2016 with close to full utilization across the portfolio."
Total operating income for the second quarter ended June 30, 2016, was $30.1 million while net income was $17.2 million compared to total operating income of $28.5 million and net income of $20.3 million for the second quarter of 2015. Adjusted EBITDA(1) for the second quarter ended June 30, 2016 was $47.4 million, compared to the second quarter of 2015 of $47.9 million. The Partnership generated $12.6 million of distributable cash flow(1) for the second quarter ended June 30, 2016, compared to distributable cash flow of $14.3 million for the second quarter of 2015.
(1) Adjusted EBITDA and distributable cash flow are non-GAAP financial measures. See Appendix A for a reconciliation to the most directly comparable U.S. GAAP financial measure.
Cash Distribution
On July 25, 2016, the Board declared a quarterly cash distribution of $0.3204 per unit with respect to the second quarter of 2016, equivalent to $1.282 per unit on an annualized basis and representing a 3.1% increase on the quarterly cash distribution of the fourth quarter 2015. The implied distribution coverage ratio was 0.95x. The cash distribution will be paid on August 12, 2016, to unitholders of record as of the close of business on August 8, 2016.
Financing and Liquidity
As of June 30, 2016, the Partnership had cash and cash equivalents of $14.5 million and total unaffiliated debt outstanding of $546.7 million (excluding restricted cash and debt held by affiliates). As of June 30, 2016, there was an undrawn amount of approximately $228 million available under our €300 million revolving credit facility.
We believe that our current resources, including cash generated by the operations of the Partnership, are sufficient to meet the working capital requirements of our ongoing business.
Outlook
Mr. Rob Nijst, Chief Executive Officer of VTTI commented: "The international storage market remains supportive of international storage demand with growth expected in global product consumption and inter-regional flows in the long-term. VTTI B.V. continues to look for additional expansion opportunities, both from internal organic opportunities and external strategic greenfield or brownfield acquisitions."
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels.
Forward Looking Statements
This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. You are cautioned not to rely on these forward-looking statements, which speak only as the date of this press release. All statements, other than statements of historical facts, that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future, including, without limitation, future operating or financial results and future revenues and expenses, future, pending or recent acquisitions, general market conditions and industry trends, the financial condition and liquidity, cash available for distribution and future capital expenditures are forward-looking statements. These statements often include the words "could," "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions and are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements are based on current expectations of future events, are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control and are difficult to predict. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. In addition to other factors described herein that could cause VTTI's actual results to differ materially from those implied in these forward-looking statements, negative capital market conditions, including a persistence or increase of the current yield on common units, which is higher than historical yields, could adversely affect VTTI's ability to meet its distribution growth guidance. Risks and uncertainties include, but are not limited to, such matters as: future operating or financial results and future revenues and expenses; our future financial condition and liquidity; significant interruptions in the operations of our customers; future supply of, and demand for, refined petroleum products and crude oil; our ability to renew or extend terminaling services agreements; the credit risk of our customers; our ability to retain our key customers; including Vitol; operational hazards and unforeseen interruptions, including interruptions from terrorist attacks, hurricanes, floods or severe storms; volatility in energy prices; competition from other terminals; changes in trade patterns and the global flow of oil; future or pending acquisitions of terminals or other assets; business strategy, areas of possible expansion and expected capital spending or operating expenses; the ability of our customers to obtain access to shipping, barge facilities, third party pipelines or other transportation facilities; maintenance or remediation capital expenditures on our terminals; environmental and regulatory conditions, including changes in such laws relating to climate change or greenhouse gases; health and safety regulatory conditions, including changes in such laws; costs and liabilities in responding to contamination at our facilities; our ability to obtain financing; restrictions in our credit facilities and debt agreements, including expected compliance and effect of restrictive covenants in such facilities and debt agreements; fluctuations in currencies and interest rates; the adoption of derivatives legislation by Congress; our ability to retain key officers and personnel; the expected cost of, and our ability to comply with, governmental regulations and self-regulatory organization standards, as well as standard regulations imposed by our customers applicable to our business; risks associated with our international operations; compliance with the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act; risks associated with our potential business activities involving countries, entities, and individuals subject to restrictions imposed by U.S. or other governments; and tax liabilities associated with indirect taxes on the products we service. A further list and description of these risks, uncertainties and other factors can be found in our Annual Report filed on Form 20-F which was filed with the United States Securities and Exchange Commission on April 29, 2016 and is available via the SEC's website at www.sec.gov. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York,
Peter Poulos
+1 212 885 0588
Hill + Knowlton Strategies Amsterdam,
Tanno Massar
+31 20 4044707
VTTI ENERGY PARTNERS LP | |||||
June 30, |
December 31, | ||||
ASSETS |
|||||
Current assets: |
|||||
Cash and cash equivalents |
14.5 |
55.9 |
|||
Restricted cash |
0.5 |
3.0 |
|||
Trade accounts receivable |
5.2 |
4.7 |
|||
Affiliates |
21.6 |
16.4 |
|||
Other receivables and current assets |
16.7 |
12.7 |
|||
Prepaid expenses |
3.0 |
1.2 |
|||
Derivative assets |
8.7 |
11.0 |
|||
Total current assets |
70.2 |
104.9 |
|||
Non-current assets: |
|||||
Long-term receivables |
1.0 |
1.0 |
|||
Long-term prepaid expenses |
21.1 |
21.7 |
|||
Deferred tax assets |
25.6 |
28.3 |
|||
Property, plant and equipment |
1,226.3 |
1,227.2 |
|||
Intangible assets, net |
35.7 |
35.2 |
|||
Goodwill |
111.8 |
110.2 |
|||
Derivative assets |
17.9 |
22.9 |
|||
Total non-current assets |
1,439.4 |
1,446.5 |
|||
Total assets |
1,509.6 |
1,551.4 |
|||
LIABILITIES AND EQUITY |
|||||
Current liabilities: |
|||||
Trade accounts payable |
12.1 |
19.7 |
|||
Affiliates |
9.5 |
10.2 |
|||
Current installments of long-term debt, affiliates |
7.4 |
8.9 |
|||
Derivative liabilities |
4.9 |
5.1 |
|||
Other liabilities and accrued expenses |
20.8 |
33.3 |
|||
Total current liabilities |
54.7 |
77.2 |
|||
Non-current liabilities: |
|||||
Long-term debt |
546.7 |
541.6 |
|||
Derivative liabilities |
7.1 |
5.8 |
|||
Long-term debt, affiliates |
137.7 |
141.3 |
|||
Post-retirement benefit and post-employment obligation |
10.0 |
9.6 |
|||
Environmental provisions |
19.7 |
19.8 |
|||
Deferred tax liabilities |
74.6 |
65.8 |
|||
Other long-term liabilities |
16.3 |
16.2 |
|||
Total non-current liabilities |
812.1 |
800.1 |
|||
Total liabilities |
866.8 |
877.3 |
|||
Equity: |
|||||
Total equity |
642.8 |
674.1 |
|||
Total liabilities and equity |
1,509.6 |
1,551.4 |
VTTI ENERGY PARTNERS LP | ||||
Three Months |
Three Months |
|||
2016 |
2015 |
|||
Revenues, third parties |
24.0 |
15.0 |
||
Revenues, affiliates |
52.4 |
55.9 |
||
Total revenues |
76.4 |
70.9 |
||
Operating costs and expenses: |
||||
Operating costs |
21.1 |
18.9 |
||
Depreciation and amortization |
18.0 |
16.7 |
||
Selling, general and administrative |
7.1 |
6.7 |
||
Disposal of property, plant and equipment |
0.1 |
0.1 |
||
Total operating expenses |
46.3 |
42.4 |
||
Total operating income |
30.1 |
28.5 |
||
Other income/(expense): |
||||
Interest expense, including affiliates |
(6.4) |
(2.2) |
||
Other finance expense |
(0.3) |
(0.5) |
||
Gain/(loss) on foreign currency transactions |
(6.8) |
4.1 |
||
Gain/(loss) on derivative financial instruments |
5.0 |
(7.2) |
||
Total other income/(expense), net |
(8.5) |
(5.8) |
||
Income before income tax expense |
21.6 |
22.7 |
||
Income tax expense |
(4.4) |
(2.4) |
||
Net income |
17.2 |
20.3 |
||
Non-controlling interest |
(11.6) |
(14.1) |
||
Net income attributable to VTTI Energy Partners LP Owners |
5.6 |
6.2 |
APPENDIX A—RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA and EBITDA
We define EBITDA and Adjusted EBITDA as net income before interest expense, income tax expense, depreciation and amortization expense, other finance expense, gain (loss) on foreign currency transactions and gain (loss) on derivative financial instruments (EBITDA); as further adjusted to reflect realized cash gains on forward foreign exchange contracts, certain other non-cash, non-recurring items, and to exclude the revenues from the Phase 2 assets of our Malaysian terminal in excess of the costs incurred to operate Phase 2 which are attributable to VTTI B.V. (Adjusted EBITDA).
EBITDA and Adjusted EBITDA are non-GAAP financial measures that management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or financing methods, and the viability of acquisitions and other capital expenditure projects and the returns on investment in various opportunities.
We believe that the presentation of EBITDA and Adjusted EBITDA provides useful information to management in assessing our financial condition and results of operations. The U.S. GAAP measure most directly comparable to EBITDA and Adjusted EBITDA is net income. Our non-GAAP financial measures of EBITDA and Adjusted EBITDA should not be considered as alternatives to U.S. GAAP net income. EBITDA and Adjusted EBITDA have important limitations as analytical tools because these exclude some but not all items that affect net income. You should not consider EBITDA or Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Because EBITDA and Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
The following table reconciles net income to EBITDA and Adjusted EBITDA for the second quarters ended June 30, 2016 and 2015. Please note that we have revised our historical methods of calculating non-GAAP financial measures to reflect recent guidance on the calculation of such measures.
(in US$ millions) |
Three Months Ended |
Three Months Ended |
||
Net income |
17.2 |
20.3 |
||
Interest expense, including affiliates |
6.4 |
2.2 |
||
Income tax expense |
4.4 |
2.4 |
||
Depreciation and amortization |
18.0 |
16.7 |
||
Other finance expense |
0.3 |
0.5 |
||
Gain/(loss) on foreign currency transactions |
6.8 |
(4.1) |
||
Gain/(loss) on derivative financial instruments |
(5.0) |
7.2 |
||
EBITDA |
48.1 |
45.2 |
||
Realized cash gains on forward foreign exchange contracts |
2.2 |
2.7 |
||
Non-cash PP&E disposals and write-offs |
0.1 |
— |
||
Non-cash stock based compensation |
0.1 |
— |
||
EBITDA attributable to Affiliate |
(3.1) |
— |
||
Adjusted EBITDA |
47.4 |
47.9 |
Distributable Cash Flow ("DCF")
In determining the amount of cash to distribute to our unitholders, the Board of Directors of our general partner evaluates the amount of distributable cash flow. As used by the Board of Directors, distributable cash flow represents Adjusted EBITDA after considering certain period cash payments including maintenance capital expenditures, certain period cash receipts and other reserves established by the Partnership.
Maintenance capital expenditures represent capital expenditures required to maintain over the long-term the operating capacity of, or the revenue generated by, our capital assets. Cash interest expense includes interest expense attributable to our Senior Unsecured Notes, VTTI Operating Revolving Credit Facility, Related Party MLP Loan Agreement (as defined in our Annual Report filed on Form 20-F on April 29, 2016), periodic cash settlement amounts for interest rate swap derivative financial instruments and other cash finance expenses.
Distributable cash flow is a quantitative standard used by investors in publicly-traded partnerships to assist in evaluating a partnership's ability to make quarterly cash distributions. Distributable cash flow is a non-GAAP financial measure and should not be considered as an alternative to net income or any other indicator of the Partnership's performance calculated in accordance with U.S. GAAP.
The table below reconciles Adjusted EBITDA to distributable cash flow for the second quarters ended June 30, 2016 and 2015.
(in US$ millions) |
Three Months Ended |
Three Months Ended |
||
Adjusted EBITDA |
47.4 |
47.9 |
||
Cash interest expense |
(7.3) |
(3.7) |
||
Cash income tax expense |
— |
— |
||
Maintenance capital expenditures |
(5.5) |
(5.6) |
||
Cash environmental remediation payments |
(0.5) |
(0.7) |
||
Non-cash lease expense |
1.0 |
0.9 |
||
Change in deferred income |
(0.5) |
(0.4) |
||
Harbor fees cash receipt |
— |
5.5 |
||
Non-cash revenue adjustments |
(0.4) |
— |
||
Cash flow attributable to non-controlling interest |
(21.6) |
(29.6) |
||
Distributable cash flow |
12.6 |
14.3 |
||
Total distribution |
13.2 |
11.6 |
||
Coverage ratio |
0.95x |
1.23x |
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SOURCE VTTI Energy Partners LP
LONDON, July 25, 2016 /PRNewswire/ -- VTTI Energy Partners LP (NYSE: VTTI) today announced that the board of directors of its general partner has declared a quarterly cash distribution of $0.3204 per common unit for the second quarter of 2016. This corresponds to an annualized distribution of $1.2816 per unit. The cash distribution will be paid on August 12, 2016 to unitholders of record as of the close of business on August 8, 2016.
VTTI also announced that it expects to release its financial results for the second quarter 2016 after closing of the market on Monday, August 8, 2016. VTTI additionally plans to host a conference call and webcast to discuss the results on Tuesday morning, August 9, 2016 at 10:00 a.m. EDT (3:00 p.m. BST).
Participants may listen to the conference call by dialing:
US toll free: 1-888-349-0104
UK toll free: 0-800-279-9489
International dial in: 1-412-902-0130
The event may also be accessed via audio webcast at: https://www.webcaster4.com/Webcast/Page/1124/16476
Beginning one hour after the call, an archived recording of the webcast will be available on VTTI's Investor Relations webpage at: http://www.vttienergypartners.com/events-presentations.php. This archived recording will be available for 30 days.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling, and related energy infrastructure assets on a global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in key energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels / 5.6 million m3 capacity. The Partnership's common units trade on the New York Stock Exchange under the symbol "VTTI."
Forward Looking Statements
This press release includes statements that may constitute forward-looking statements. These forward-looking statements involve risks and uncertainties. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in VTTI's registration statement filed with the U.S. Securities and Exchange Commission, which is available via the SEC's website at www.sec.gov. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York,
Peter Poulos
+1 212 885 0588
Hill + Knowlton Strategies Amsterdam,
Tanno Massar
+31 20 4044707
Logo - http://photos.prnewswire.com/prnh/20141031/155895LOGO
SOURCE VTTI Energy Partners LP
LONDON, May 10, 2016 /PRNewswire/ -- VTTI Energy Partners LP ("VTTI" or the "Partnership") (NYSE: VTTI) today reported its financial results for the first quarter ended March 31, 2016.
Highlights
(1) Adjusted EBITDA and distributable cash flow are non-GAAP financial measures. See Appendix A for a reconciliation to the most directly comparable U.S. GAAP financial measure.
Financial and Operating Results Overview
The underlying financial performance of VTTI for the first quarter ended March 31, 2016, exceeded the performance of the Partnership during the fourth quarter of 2015. Results were positively impacted by revenue growth due to high levels of ancillary revenue generating activities.
Mr. Rob Nijst, Chief Executive Officer of VTTI, stated: "Another strong operating performance was achieved by VTTI in the first quarter of 2016. Utilization and demand levels remain high and we continue to see a supportive market backdrop for international terminaling assets."
Total operating income for the first quarter ended March 31, 2016, was $31.8 million while net income was $16.8 million. Adjusted EBITDA for the first quarter ended March 31, 2016 was $49.9 million, compared to the first quarter of 2015 of $50.9 million. The Partnership generated $14.3 million of distributable cash flow for the first quarter ended March 31, 2016, compared to distributable cash flow of $11.6 million for the first quarter of 2015.
Cash Distribution
On April 26, 2016, the Board declared a quarterly cash distribution of $0.31085 per unit with respect to the first quarter of 2016, equivalent to $1.243 per unit on an annualized basis and representing a 3.1% increase on the quarterly cash distribution of the fourth quarter 2015. The implied distribution coverage ratio was 1.12x. The cash distribution will be paid on May 13, 2016, to unitholders of record as of the close of business on May 9, 2016.
Financing and Liquidity
As of March 31, 2016, the Partnership had cash and cash equivalents of $39.3 million and total unaffiliated debt outstanding of $552.9 million (excluding restricted cash and debt held by affiliates), implying an annualized net debt to Adjusted EBITDA ratio of 2.6x. As of March 31, 2016, there was an undrawn amount of approximately $235 million available under our €300 million revolving credit facility.
In Q2 2016, we entered into a series of foreign exchange derivative contracts with respect to our Malaysian Ringgit denominated costs incurred at our Malaysian terminal. These contracts are designed to hedge the foreign exchange risk in U.S. Dollar terms for the majority of these costs through 2020, consistent with the tenor of our existing Euro/U.S. Dollar cashflow hedge.
We believe that our current resources, including cash generated by the operations of the Partnership, are sufficient to meet the working capital requirements of our ongoing business.
Outlook
Mr. Rob Nijst, Chief Executive Officer of VTTI commented: "The outlook for VTTI is very positive, with strong demand for international storage capacity driven by a supportive market environment today and favorable underlying macro trends. VTTI B.V. continues to pursue actively both greenfield and brownfield opportunities to add to our existing dropdown inventory, which is today approximately three times the asset base held within the MLP."
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels.
Forward Looking Statements
This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. You are cautioned not to rely on these forward-looking statements, which speak only as the date of this press release. All statements, other than statements of historical facts, that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future, including, without limitation, future operating or financial results and future revenues and expenses, future, pending or recent acquisitions, general market conditions and industry trends, the financial condition and liquidity, cash available for distribution and future capital expenditures are forward-looking statements. These statements often include the words "could," "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions and are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements are based on current expectations of future events, are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control and are difficult to predict. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. In addition to other factors described herein that could cause VTTI's actual results to differ materially from those implied in these forward-looking statements, negative capital market conditions, including a persistence or increase of the current yield on common units, which is higher than historical yields, could adversely affect VTTI's ability to meet its distribution growth guidance. Risks and uncertainties include, but are not limited to, such matters as: future operating or financial results and future revenues and expenses; our future financial condition and liquidity; significant interruptions in the operations of our customers; future supply of, and demand for, refined petroleum products and crude oil; our ability to renew or extend terminaling services agreements; the credit risk of our customers; our ability to retain our key customers; including Vitol; operational hazards and unforeseen interruptions, including interruptions from terrorist attacks, hurricanes, floods or severe storms; volatility in energy prices; competition from other terminals; changes in trade patterns and the global flow of oil; future or pending acquisitions of terminals or other assets; business strategy, areas of possible expansion and expected capital spending or operating expenses; the ability of our customers to obtain access to shipping, barge facilities, third party pipelines or other transportation facilities; maintenance or remediation capital expenditures on our terminals; environmental and regulatory conditions, including changes in such laws relating to climate change or greenhouse gases; health and safety regulatory conditions, including changes in such laws; costs and liabilities in responding to contamination at our facilities; our ability to obtain financing; restrictions in our credit facilities and debt agreements, including expected compliance and effect of restrictive covenants in such facilities and debt agreements; fluctuations in currencies and interest rates; the adoption of derivatives legislation by Congress; our ability to retain key officers and personnel; the expected cost of, and our ability to comply with, governmental regulations and self-regulatory organization standards, as well as standard regulations imposed by our customers applicable to our business; risks associated with our international operations; compliance with the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act; risks associated with our potential business activities involving countries, entities, and individuals subject to restrictions imposed by U.S. or other governments; and tax liabilities associated with indirect taxes on the products we service. A further list and description of these risks, uncertainties and other factors can be found in our Annual Report filed on Form 20-F which was filed with the United States Securities and Exchange Commission on April 29, 2016 and is available via the SEC's website at www.sec.gov. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York,
Peter Poulos
+1 212 885 0588
Hill + Knowlton Strategies Amsterdam,
Tanno Massar
+31 20 4044707
VTTI ENERGY PARTNERS LP | |||||
UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS | |||||
as of March 31, 2016 and December 31, 2015 | |||||
(in US$ millions) | |||||
March 31, |
December 31, | ||||
ASSETS |
|||||
Current assets: |
|||||
Cash and cash equivalents |
39.3 |
55.9 | |||
Restricted cash |
1.9 |
3.0 | |||
Trade accounts receivable |
5.2 |
4.7 | |||
Affiliates |
16.5 |
16.4 | |||
Other receivables and current assets |
13.3 |
12.7 | |||
Prepaid expenses |
2.5 |
1.2 | |||
Derivative assets |
7.5 |
11.0 | |||
Total current assets |
86.2 |
104.9 | |||
Non-current assets: |
|||||
Long-term receivables |
1.1 |
1.0 | |||
Long-term prepaid expenses |
21.4 |
21.7 | |||
Deferred tax assets |
27.0 |
28.3 | |||
Property, plant and equipment |
1,244.4 |
1,227.2 | |||
Intangible assets, net |
36.6 |
35.2 | |||
Goodwill |
113.9 |
110.2 | |||
Derivative assets |
16.3 |
22.9 | |||
Total non-current assets |
1,460.7 |
1,446.5 | |||
Total assets |
1,546.9 |
1,551.4 | |||
LIABILITIES AND EQUITY |
|||||
Current liabilities: |
|||||
Trade accounts payable |
17.8 |
19.7 | |||
Affiliates |
6.3 |
10.2 | |||
Current installments of long-term debt, affiliates |
6.8 |
8.9 | |||
Derivative liabilities |
4.8 |
5.1 | |||
Other liabilities and accrued expenses |
27.3 |
33.3 | |||
Total current liabilities |
63.0 |
77.2 | |||
Non-current liabilities: |
|||||
Long-term debt |
552.9 |
541.6 | |||
Derivative liabilities |
8.6 |
5.8 | |||
Long-term debt, affiliates |
140.2 |
141.3 | |||
Post-retirement benefit and post-employment obligation |
10.1 |
9.6 | |||
Environmental provisions |
20.6 |
19.8 | |||
Deferred tax liabilities |
72.3 |
65.8 | |||
Other long-term liabilities |
16.3 |
16.2 | |||
Total non-current liabilities |
821.0 |
800.1 | |||
Total liabilities |
884.0 |
877.3 | |||
Equity: |
|||||
Total equity |
662.9 |
674.1 | |||
Total liabilities and equity |
1,546.9 |
1,551.4 |
VTTI ENERGY PARTNERS LP | ||
UNAUDITED CONDENSED INTERIM CONSOLIDATED | ||
STATEMENT OF OPERATIONS | ||
Three months ended March 31, 2016 | ||
(in US$ millions) | ||
Three Months | ||
2016 | ||
Revenues, third parties |
22.9 | |
Revenues, affiliates |
53.7 | |
Total revenues |
76.6 | |
Operating costs and expenses: |
||
Operating costs |
19.4 | |
Depreciation and amortization |
18.2 | |
Selling, general and administrative |
7.0 | |
Disposal of property, plant and equipment |
0.2 | |
Total operating expenses |
44.8 | |
Other operating income |
— | |
Total operating income |
31.8 | |
Other income/(expense): |
||
Interest expense, including related party |
(6.8) | |
Other finance expense |
(1.0) | |
Gain/(loss) on foreign currency transactions |
11.0 | |
Gain/(loss) on derivative financial instruments |
(10.9) | |
Total other income/(expense), net |
(7.7) | |
Income before income tax expense |
24.1 | |
Income tax expense |
(7.3) | |
Net income |
16.8 | |
Non-controlling interest |
(11.3) | |
Net income attributable to VTTI Energy Partners LP Owners |
5.5 |
APPENDIX A—RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA
We define Adjusted EBITDA as net income before interest expense, income tax expense, depreciation and amortization expense, as further adjusted to reflect certain other non-cash, non-recurring items and to exclude the revenues from the Phase 2 assets of our Malaysian terminal in excess of the costs incurred to operate Phase 2 which are attributable to VTTI BV.
Adjusted EBITDA is a non-GAAP supplemental financial measure that management and external users of our combined financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or financing methods, and the viability of acquisitions and other capital expenditure projects and the returns on investment in various opportunities.
We believe that the presentation of Adjusted EBITDA provides useful information to management in assessing our financial condition and results of operations. The U.S. GAAP measure most directly comparable to Adjusted EBITDA is net income. Our non-GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to U.S. GAAP net income. Adjusted EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect net income. You should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. The following table reconciles net income to Adjusted EBITDA for the first quarter ended March 31, 2016.
(in US$ millions) |
Three Months Ended | |
Net income |
16.8 | |
Interest expense, including affiliates |
7.8 | |
Other items(a) |
(0.2) | |
Depreciation and amortization |
18.2 | |
Income tax expense |
7.3 | |
Adjusted EBITDA(b) |
49.9 |
(a) |
Other items consist of non-cash items in operating expenses, anticipated timing differences between the recognition and receipt of revenues, gains and losses on foreign currency, interest rate financial derivatives and excludes the net contribution of the Phase 2 assets of our Malaysian terminal which are attributable to VTTI BV. |
(b) |
Adjusted EBITDA contains a realized foreign currency derivative gain of $2.4 million resulting from the financial instruments we have in place to hedge EUR/USD movements in our operating cash flows. |
Distributable Cash Flow ("DCF")
Distributable cash flow represents Adjusted EBITDA after considering period financial costs including estimated maintenance and replacement capital expenditures and other reserves established by the Partnership. Estimated maintenance and replacement capital expenditures represent capital expenditures required to maintain over the long-term the operating capacity of, or the revenue generated by, our capital assets. Distributable cash flow is a quantitative standard used by investors in publicly-traded partnerships to assist in evaluating a partnership's ability to make quarterly cash distributions. Distributable cash flow is a non-GAAP financial measure and should not be considered as an alternative to net income or any other indicator of the Partnership's performance calculated in accordance with U.S. GAAP. The table below reconciles Adjusted EBITDA to distributable cash flow for the first quarter ended March 31, 2016.
(in US$ millions) |
Three Months Ended | |
Adjusted EBITDA |
49.9 | |
Cash interest expense (a) |
(7.7) | |
Cash income tax expense |
— | |
Maintenance capital expenditures |
(3.8) | |
Cash flow attributable to non-controlling interest |
(24.1) | |
Distributable cash flow |
14.3 | |
Total distribution |
12.8 | |
Coverage ratio |
1.12x |
(a) |
Cash interest expense includes periodic cash settlement amounts for interest rate swap derivative financial instruments. |
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SOURCE VTTI Energy Partners LP
LONDON, April 29, 2016 /PRNewswire/ -- VTTI Energy Partners LP (NYSE: VTTI) today filed its 2015 Annual Report on Form 20-F for the year ended December 31, 2015 (the "Form 20-F") with the U.S. Securities and Exchange at www.sec.gov. The Form 20-F is available for download on the Company's website at http://www.vttienergypartners.com.
Shareholders may request a hard copy of the Form 20-F, including VTTI's complete audited financial statements for the year ended December 31, 2015, free of charge, by contacting VTTI's Investor Relations at info@vttienergypartners.com
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-base, growth-orientated limited partnership, formed to own, operate, develop and acquire refined assets include interests in a broad-based portfolio of six terminals that are strategically located in key energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels / 5.6 million m3 capacity. The Partnership's common units trade on the New York Stock Exchange under the symbol "VTTI".
Forward Looking Statements
This press release includes statements that may constitute forward-looking statements. These forward-looking statements involve risks and uncertainties. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in VTTI's registration statement filed with the U.S. Securities and Exchange Commission, which is available via the SEC's website at www.sec.gov. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Contracts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York,
Peter Poulos
+1 212 885 0588
Hill + Knowlton Strategies Amsterdam,
Tanno Massar
+31 20 4044707
Logo - http://photos.prnewswire.com/prnh/20141031/155895LOGO
SOURCE VTTI Energy Partners LP
LONDON, April 26, 2016 /PRNewswire/ -- VTTI Energy Partners LP (NYSE: VTTI) today announced that the board of directors of its general partner has declared a quarterly cash distribution of $0.31085 per common unit for the fourth quarter of 2015. This corresponds to an annualized distribution of $1.2434 per unit. The cash distribution will be paid on May 13, 2016 to unitholders of record as of the close of business on May 9, 2016.
VTTI also announced that it expects to release its financial results for the first quarter 2016 before opening of the market on Tuesday, May 10, 2016. VTTI additionally plans to host a conference call and webcast to discuss the results that morning at 9:00 a.m. EDT (2:00 p.m. BST).
Participants may listen to the conference call by dialing:
US toll free: 1-888-349-0104
UK toll free: 0-800-279-9489
International dial in: +1-412-902-0130
The event may also be accessed via audio webcast at: https://www.webcaster4.com/Webcast/Page/1124/14722
Beginning one hour after the call, an archived recording of the webcast will be available on VTTI's Investor Relations webpage at: http://www.vttienergypartners.com/events-presentations.php. This archived recording will be available for 30 days.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling, and related energy infrastructure assets on a global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in key energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels / 5.6 million m3 capacity. The Partnership's common units trade on the New York Stock Exchange under the symbol "VTTI."
Forward Looking Statements
This press release includes statements that may constitute forward-looking statements. These forward-looking statements involve risks and uncertainties. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in VTTI's registration statement filed with the U.S. Securities and Exchange Commission, which is available via the SEC's website at www.sec.gov. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York,
Peter Poulos
+1 212 885 0588
Hill + Knowlton Strategies Amsterdam,
Tanno Massar
+31 20 4044707
Logo - http://photos.prnewswire.com/prnh/20141031/155895LOGO
SOURCE VTTI Energy Partners LP
LONDON, Feb. 9, 2016 /PRNewswire/ -- VTTI Energy Partners LP ("VTTI" or the "Partnership") (NYSE: VTTI) today reported its financial results for the fourth quarter ended December 31, 2015.
Highlights
(1) Adjusted EBITDA and distributable cash flow are non-GAAP financial measures. See Appendix A for a reconciliation to the most directly comparable U.S. GAAP financial measure.
Financial and Operating Results Overview
The operating and financial performance of VTTI for the fourth quarter ended December 31, 2015, was largely consistent with the performance of the Partnership during the comparative period for last year and also the third quarter of 2015. Despite a strong underlying trading performance, results were impacted by a reduction in excess throughput revenue versus the comparative period for last year. The decrease in excess throughput revenue was driven by a change in the volume distribution mix across our customer contracts, although utilization and throughput levels remained high, assisted by a positive international terminal market.
Mr. Rob Nijst, Chief Executive Officer of VTTI, stated: "Our market-leading terminal assets continue to perform superbly. Storage capacity was close to 100% utilization across the portfolio, with strong customer demand and a supportive market backdrop where we see contango pricing in a number of oil products. The fall in commodity prices has no direct impact on our business model and the key drivers of our business, global product demand and intra-regional flows, are continuing their long-term upward trajectory. Our issuance of the senior unsecured notes was another great result for the partnership, extending our debt maturities significantly at a very attractive cost of financing."
Total operating income for the fourth quarter ended December 31, 2015, was $28.1 million while net income was $6.5 million. Adjusted EBITDA for the fourth quarter ended December 31, 2015 was $47.6 million, compared to the fourth quarter of 2014 of $50.1 million. The Partnership generated $13.7 million of distributable cash flow for the fourth quarter ended December 31, 2015, compared to distributable cash flow of $12.7 million for the fourth quarter of 2014.
Cash Distribution
On January 28, 2016, the Board declared a quarterly cash distribution of $0.3015 per unit with respect to the fourth quarter of 2015, equivalent to $1.206 per unit on an annualized basis and representing a 14.9% increase on the quarterly cash distribution of the fourth quarter 2014, in line with our stated strategy of mid-teen annual distribution growth. The implied distribution coverage ratio was 1.10x. The cash distribution will be paid on February 12, 2016, to unitholders of record as of the close of business on February 8, 2016.
Financing and Liquidity
As of December 31, 2015, the Partnership had cash and cash equivalents of $55.9 million and total bank debt outstanding of $541.6 million (excluding restricted cash and debt held by affiliates), implying an annualized net debt to Adjusted EBITDA ratio of 2.6x. As of December 31, 2015, there was an undrawn amount of approximately $287 million available under our €359 million revolving credit facility. Following the year end December 31, 2015, the revolving credit facility was reduced to €300 million.
On September 28, 2015, the Partnership announced that its indirect subsidiary, VTTI Operating priced a series of senior unsecured notes for a US Dollar amount of $245 million and for a Euro amount of €180 million with a weighted average fixed coupon rate of 3.9%. These notes have maturities of 7, 10, and 12 years, with a weighted average maturity of approximately 10 years. The transaction closed and settled on December 15, 2015. The proceeds from the Notes were used to repay a portion of VTTI Operating's pre-existing €580 million revolving credit facility.
We believe that our current resources, including cash generated by the operations of the Partnership, are sufficient to meet the working capital requirements of our ongoing business.
Outlook
Mr. Rob Nijst, Chief Executive Officer of VTTI commented: "The outlook for VTTI is very positive, with strong demand for international storage capacity driven by a supportive market environment today and favorable underlying macro trends. Our highly flexible and efficient terminals have long-term contracts in place with strong counterparties that safeguard the future financial performance of the Partnership. Our targeted distribution growth remains unchanged and VTTI B.V. continues to pursue actively both greenfield and brownfield opportunities to add to our dropdown inventory."
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of 35.5 million barrels.
Forward Looking Statements
This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. You are cautioned not to rely on these forward-looking statements, which speak only as the date of this press release. All statements, other than statements of historical facts, that address activities, events or developments that the Partnership expects, projects, believes or anticipates will or may occur in the future, including, without limitation, future operating or financial results and future revenues and expenses, future, pending or recent acquisitions, general market conditions and industry trends, the financial condition and liquidity, cash available for distribution and future capital expenditures are forward-looking statements. These statements often include the words "could," "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions and are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements are based on current expectations of future events, are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control and are difficult to predict. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. In addition to other factors described herein that could cause VTTI's actual results to differ materially from those implied in these forward-looking statements, negative capital market conditions, including a persistence or increase of the current yield on common units, which is higher than historical yields, could adversely affect VTTI's ability to meet its distribution growth guidance. Risks and uncertainties include, but are not limited to, such matters as: future operating or financial results and future revenues and expenses; our future financial condition and liquidity; significant interruptions in the operations of our customers; future supply of, and demand for, refined petroleum products and crude oil; our ability to renew or extend terminaling services agreements; the credit risk of our customers; our ability to retain our key customers; including Vitol; operational hazards and unforeseen interruptions, including interruptions from terrorist attacks, hurricanes, floods or severe storms; volatility in energy prices; competition from other terminals; changes in trade patterns and the global flow of oil; future or pending acquisitions of terminals or other assets; business strategy, areas of possible expansion and expected capital spending or operating expenses; the ability of our customers to obtain access to shipping, barge facilities, third party pipelines or other transportation facilities; maintenance or remediation capital expenditures on our terminals; environmental and regulatory conditions, including changes in such laws relating to climate change or greenhouse gases; health and safety regulatory conditions, including changes in such laws; costs and liabilities in responding to contamination at our facilities; our ability to obtain financing; restrictions in our credit facilities, including expected compliance and effect of restrictive covenants in such facilities; fluctuations in currencies and interest rates; the adoption of derivatives legislation by Congress; our ability to retain key officers and personnel; the expected cost of, and our ability to comply with, governmental regulations and self-regulatory organization standards, as well as standard regulations imposed by our customers applicable to our business; risks associated with our international operations; compliance with the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act; risks associated with our potential business activities involving countries, entities, and individuals subject to restrictions imposed by U.S. or other governments; and tax liabilities associated with indirect taxes on the products we service. A further list and description of these risks, uncertainties and other factors can be found in our Annual Report filed on Form 20F which was filed with the United States Securities Exchange Commission on April 30, 2015 and amended on May 29, 2015 and is available via the SEC's website at www.sec.gov. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York,
Peter Poulos
+1 212 885 0588
Hill + Knowlton Strategies Amsterdam,
Tanno Massar
+31 20 4044707
VTTI ENERGY PARTNERS LP | |||||
UNAUDITED CONDENSED INTERIM CONSOLIDATED | |||||
OF OPERATIONS | |||||
for the three months ended December 31, 2015 and 2014 | |||||
(in US$ millions) | |||||
Three Months Ended | |||||
2015 |
2014 | ||||
Revenues, third parties |
20.3 |
19.5 |
|||
Revenues, affiliates |
54.9 |
60.9 |
|||
Total revenues |
75.2 |
80.4 |
|||
Operating costs and expenses: |
|||||
Operating costs |
19.9 |
21.0 |
|||
Depreciation and amortization |
17.7 |
18.1 |
|||
Selling, general and administrative |
8.9 |
7.7 |
|||
Disposal of property, plant and equipment |
0.6 |
(0.1) |
|||
Total operating expenses |
47.1 |
46.7 |
|||
Other operating income |
— |
— |
|||
Total operating income |
28.1 |
33.7 |
|||
Other income/(expense): |
|||||
Interest expense, including related party |
(4.1) |
(3.2) |
|||
Other finance expense |
(0.6) |
(1.7) |
|||
Gain/(loss) on foreign currency transactions |
(9.0) |
(9.0) |
|||
Gain/(loss) on derivative financial instruments |
5.9 |
6.1 |
|||
Total other income/(expense), net |
(7.8) |
(7.8) |
|||
Income before income tax expense |
20.3 |
25.9 |
|||
Income tax expense |
(13.8) |
(7.7) |
|||
Net income |
6.5 |
18.2 |
|||
Non-controlling interest |
(5.9) |
(14.0) |
|||
Net income attributable to VTTI Energy Partners LP Owners |
0.6 |
4.2 |
VTTI ENERGY PARTNERS LP | |||||
UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS | |||||
as of December 31, 2015 and December 31, 2014 | |||||
(in US$ millions) | |||||
December 31, |
December 31, | ||||
ASSETS |
|||||
Current assets: |
|||||
Cash and cash equivalents |
55.9 |
36.3 |
|||
Restricted cash |
3.0 |
2.2 |
|||
Trade accounts receivable |
4.7 |
9.7 |
|||
Affiliates |
16.4 |
23.6 |
|||
Other receivables and current assets |
12.7 |
21.9 |
|||
Prepaid expenses |
1.2 |
1.7 |
|||
Derivative assets |
11.0 |
7.7 |
|||
Total current assets |
104.9 |
103.1 |
|||
Long-term assets: |
|||||
Long-term receivables |
1.0 |
1.2 |
|||
Long-term prepaid expenses |
21.7 |
22.7 |
|||
Deferred tax assets |
28.3 |
33.7 |
|||
Property, plant and equipment |
1,227.2 |
1,276.8 |
|||
Intangible assets, net |
35.2 |
40.2 |
|||
Goodwill |
110.2 |
119.6 |
|||
Derivative assets |
22.9 |
15.2 |
|||
Total long-term assets |
1,446.5 |
1,509.4 |
|||
Total assets |
1,551.4 |
1,612.5 |
|||
LIABILITIES AND EQUITY |
|||||
Current liabilities: |
|||||
Trade accounts payable |
19.7 |
16.5 |
|||
Affiliates |
10.2 |
4.4 |
|||
Current installments of long-term debt, affiliates |
8.9 |
— |
|||
Derivative liabilities |
5.1 |
5.6 |
|||
Other liabilities and accrued expenses |
33.3 |
31.4 |
|||
Total current liabilities |
77.2 |
57.9 |
|||
Long-term liabilities: |
|||||
Long-term debt, excluding current installments |
541.6 |
573.2 |
|||
Derivative liabilities |
5.8 |
8.4 |
|||
Long-term debt, affiliates |
141.3 |
56.1 |
|||
Post-retirement benefit and post-employment obligation |
9.6 |
11.8 |
|||
Environmental provisions |
19.8 |
23.0 |
|||
Deferred tax liabilities |
67.0 |
33.0 |
|||
Other long-term liabilities |
16.1 |
13.9 |
|||
Total long-term liabilities |
801.2 |
719.4 |
|||
Total liabilities |
878.4 |
777.3 |
|||
Equity: |
|||||
Total equity |
673.0 |
835.2 |
|||
Total liabilities and equity |
1,551.4 |
1,612.5 |
Basis of Preparation and Presentation
The accompanying unaudited interim statement of operations and balance sheets are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") for interim financial information.
The Partnership has revised its previously announced unaudited interim condensed consolidated and combined carve-out statement of operations for the recognition of certain non-cash items in the three month periods ending September 30, 2014 and December 31, 2014. For the three month period ended September 30, 2014, operating income was reduced by $3.3 million, total other income was reduced by $6.5 million and income tax expense was reduced by $1.7 million. For the three month period ended December 31, 2014, operating income increased by $3.3 million, total other expense was reduced by $2.2 million and income tax expense was reduced by $1.3 million. These changes for both periods did not impact Adjusted EBITDA or distributable cash flow as they were non-cash in nature and the annual net income reported for the 12 month period ending December 31, 2014 was also unchanged.
APPENDIX A—RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA
We define Adjusted EBITDA as net income before interest expense, income tax expense, depreciation and amortization expense, as further adjusted to reflect certain other non-cash, non-recurring items and to exclude the revenues from the Phase 2 assets of our Malaysian terminal in excess of the costs incurred to operate Phase 2 which are attributable to VTTI BV.
Adjusted EBITDA is a non-GAAP supplemental financial measure that management and external users of our combined financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or financing methods, and the viability of acquisitions and other capital expenditure projects and the returns on investment in various opportunities.
We believe that the presentation of Adjusted EBITDA provides useful information to management in assessing our financial condition and results of operations. The U.S. GAAP measure most directly comparable to Adjusted EBITDA is net income. Our non-GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to U.S. GAAP net income. Adjusted EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect net income. You should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. The following table reconciles net income to Adjusted EBITDA for the fourth quarter ended December 31, 2015.
(in US$ millions) |
Three Months Ended | |
Net income |
6.5 |
|
Interest expense, including affiliates |
4.7 |
|
Other items(a) |
4.9 |
|
Depreciation and amortization |
17.7 |
|
Income tax expense |
13.8 |
|
Adjusted EBITDA(b) |
47.6 |
(a) |
Other items consist of non-cash items in operating expenses, anticipated timing differences between the recognition and receipt of revenues, gains and losses on foreign currency, interest rate financial derivatives and excludes the net contribution of the Phase 2 assets of our Malaysian terminal which are attributable to VTTI BV. |
(b) |
Adjusted EBITDA contains a realized foreign currency derivative gain of $3.1 million resulting from the financial instruments we have in place to hedge EUR/USD movements in our operating cash flows. |
Distributable Cash Flow ("DCF")
Distributable cash flow represents Adjusted EBITDA after considering period financial costs including estimated maintenance and replacement capital expenditures and other reserves established by the Partnership. Estimated maintenance and replacement capital expenditures represent capital expenditures required to maintain over the long-term the operating capacity of, or the revenue generated by, our capital assets. Distributable cash flow is a quantitative standard used by investors in publicly-traded partnerships to assist in evaluating a partnership's ability to make quarterly cash distributions. Distributable cash flow is a non-GAAP financial measure and should not be considered as an alternative to net income or any other indicator of the Partnership's performance calculated in accordance with U.S. GAAP. The table below reconciles Adjusted EBITDA to distributable cash flow for the fourth quarter ended December 31, 2015.
(in US$ millions) |
Three Months Ended | |
Adjusted EBITDA |
47.6 |
|
Cash interest expense (a) |
(4.9) |
|
Cash income tax expense |
— |
|
Maintenance capital expenditures |
(4.7) |
|
Cash flow attributable to non-controlling interest |
(24.3) |
|
Distributable cash flow |
13.7 |
|
Total distribution |
12.4 |
|
Coverage ratio |
1.10 |
x |
(a) |
Cash interest expense includes periodic cash settlement amounts for interest rate swap derivative financial instruments. |
Logo - http://photos.prnewswire.com/prnh/20141031/155895LOGO
SOURCE VTTI Energy Partners LP
LONDON, Jan. 28, 2016 /PRNewswire/ -- VTTI Energy Partners LP (NYSE: VTTI) today announced that the board of directors of its general partner has declared a quarterly cash distribution of $0.3015 per common unit for the fourth quarter of 2015. This corresponds to an annualized distribution of $1.2060 per unit. The cash distribution will be paid on February 12, 2016 to unitholders of record as of the close of business on February 8, 2016.
VTTI also announced that it expects to release its financial results for the fourth quarter 2015 before opening of the market on Tuesday, February 9, 2016. VTTI additionally plans to host a conference call and webcast to discuss the results that morning at 9:00 a.m. ET (2:00 p.m. GMT).
Participants may listen to the conference call by dialing:
US toll free: 1-888-349-0104
UK toll free: 0-800-279-9489
International dial in: +1-412-902-0130
The event may also be accessed via audio webcast at: https://www.webcaster4.com/Webcast/Page/1124/13149
Beginning one hour after the call, an archived recording of the webcast will be available on VTTI's Investor Relations webpage at: http://www.vttienergypartners.com/events-presentations.php. This archived recording will be available for 30 days.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling, and related energy infrastructure assets on a global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in key energy hubs throughout the world with a combined total storage capacity of 35.5 million barrels / 5.6 million m3 capacity. The Partnership's common units trade on the New York Stock Exchange under the symbol "VTTI."
Forward Looking Statements
This press release includes statements that may constitute forward-looking statements. These forward-looking statements involve risks and uncertainties. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in VTTI's registration statement filed with the U.S. Securities and Exchange Commission, which is available via the SEC's website at www.sec.gov. VTTI undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Contacts
VTTI Energy Partners LP
Robert Abbott, Chief Financial Officer
+44 20 3772 0110
Hill + Knowlton Strategies New York,
Peter Poulos
+1 212 885 0588
Hill + Knowlton Strategies Amsterdam,
Tanno Massar
+31 20 4044707
Logo - http://photos.prnewswire.com/prnh/20141031/155895LOGO
SOURCE VTTI Energy Partners LP
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