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Form 8-K Oiltanking Partners, For: Nov 05

November 5, 2014 4:43 PM EST


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November�5, 2014
Oiltanking Partners, L.P.
(Exact name of registrant as specified in its charter)
Delaware
001-35230
45-0684578
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation or organization)
File Number)
Identification No.)
333 Clay Street, Suite 2400
Houston, Texas 77002
(Address of principal executive office) (Zip Code)
(281)�457-7900
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule�14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule�13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item�2.02
Results of Operations and Financial Condition.

On November�5, 2014, Oiltanking Partners, L.P., a Delaware limited partnership (the Partnership) issued a press release announcing its financial results for the quarter ended September�30, 2014. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated herein by reference.

The information provided in this Item 2.02 (including the press release attached as Exhibit 99.1) shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Partnership pursuant to the Securities Act of 1933, as amended, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.


Item�9.01
Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release of Oiltanking Partners, L.P. issued November�5, 2014.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Oiltanking Partners, L.P.
By:��
OTLP GP, LLC, its general partner �
Dated:
November�5, 2014
By:��
/s/ Donna Y. Hymel
Name:��
Donna Y. Hymel
Title:��
Chief Financial Officer

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Exhibit Index

99.1 Press release of Oiltanking Partners, L.P. issued November�5, 2014.



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Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE ����

Oiltanking Partners Reports Record Financial Results for the
Third Quarter of 2014

HOUSTON  November�5, 2014  Oiltanking Partners, L.P. (NYSE: OILT) (the Partnership) today reported net income of $36.5 million, or $0.34 per unit for the third quarter of 2014, an 11% increase over net income of $32.9 million, or $0.33 per unit reported for the third quarter of 2013. The Partnership completed a two-for-one common and subordinated unit split on July 14, 2014, and all references to unit and per unit amounts in this press release have been adjusted to reflect the effect of the unit split.

On October 17, 2014, the Partnership declared an increase in its quarterly cash distribution to $0.2725 per unit, or $1.09 per unit on an annualized basis, for the third quarter of 2014. The third quarter distribution is our 12th consecutive quarterly increase since going public in the third quarter of 2011 and represents a 4.8% increase over the $0.26 per unit distribution declared with respect to the second quarter of 2014 and a 22.5% increase over the $0.2225 per unit distribution declared with respect to the third quarter of 2013. The third quarter 2014 cash distribution will be paid on November 14, 2014.

Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) increased 9% to $44.6 million for the third quarter of 2014, compared to $41.0 million for the third quarter of 2013. The Partnership reported distributable cash flow of $38.6 million for the third quarter of 2014, a 4% increase from $37.2 million reported for the third quarter of 2013. Distributable cash flow provided 1.5 times coverage of the cash distribution that will be paid to partners for the third quarter of 2014. The Partnership retained $12.6 million of distributable cash flow in part to fund expansion projects. Distributable cash flow and Adjusted EBITDA are non-generally accepted accounting principle (non-GAAP) financial measures that are defined and reconciled in the financial tables below.


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Our Partnership reported solid results this quarter supported by growth in our storage capacity, said Laurie Argo, Chief Executive Officer of the general partner of Oiltanking Partners, L.P. We also are excited about the progress of our current growth projects that will add additional storage capacity. Construction on Appelt II is progressing well, with 10 of the 11 tanks complete, leaving a balance of only 105,000 barrels to be completed. We are on track to bring this tank online no later than year end. The Appelt Phase III contracting process is almost complete with the majority of the 3.5 million barrels of storage capacity contracted and the balance expected to be signed no later than the end of the year, added Argo.

The Partnerships revenues increased by approximately $7.9 million, or 13%, to $66.4 million for the third quarter of 2014 compared to the same period in 2013, due to higher storage service fee and throughput fee revenues, partially offset by lower ancillary service fee revenues. Storage service fee revenue grew by $8.4 million due to new storage capacity of approximately 4.8 million barrels placed into service since September 30, 2013. Throughput fee revenues increased by $0.1 million during the third quarter of 2014 due to higher fees related to pipeline throughput and in-terminal sales between customers, partially offset by lower fees related to liquefied petroleum gas (LPG) exports at the Partnerships Houston terminal in the current period.
Operating expenses for the third quarter of 2014 were $15.9 million compared to $11.3 million for the third quarter of 2013. The $4.6 million increase was primarily due to higher personnel costs and property taxes largely attributable to increased capacity. Selling, general and administrative expenses increased by $0.7 million to $6.9 million for the third quarter of 2014, primarily due to the issuance of unit-based compensation in July 2014.

We are also pleased with the progress of the initial 4.2 million barrel phase of the Beaumont expansion project. Initial permitting is complete, and all construction contracts for tankage and manifolds have been awarded. The foundation work for the first four tanks is finished with the remaining eight tank foundations expected to be completed by the end of the year. In addition to tankage, the initial phase of the 6.2 million barrel project will carry the manifold system, pipeline connectivity, as well as a new deep-water draft finger pier, Argo continued.

Construction of the Partnerships two crude oil pipelines between Crossroads and the Appelt facilities are progressing on schedule. The 24-inch pipeline is in service, with volumes flowing northbound into Shells Ho-Ho pipeline. A majority of the 36-inch pipeline has been laid with only tie-ins and pumps remaining

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before it is expected to be operational. This line will have the ability to receive volumes from the Keystone Gulf Coast Houston Lateral Project at mainline rates and deliver them directly into customer tanks.

The Partnerships Houston Dock 8/9 expansion is also progressing as planned. Dock 8, which was taken out of service for six weeks beginning in June, has resumed full operations and now is able to accommodate 45-foot draft, 950-foot LOA, 174-foot beam ships. Dock 9, the berth added when the existing dock was converted to a finger pier, will be operational by the end of 2014 and is expected to be able to accommodate 42-foot draft, 780-foot LOA, 142-foot beam ships, as well as barge traffic.

The Partnership reaffirms its expectation of capital expenditures to range between $300 million to $320 million for 2014.

Oiltanking Partners, L.P. is engaged in the marine terminalling, storage and transportation of crude oil, refined petroleum products and liquefied petroleum gas. The Partnerships assets are located along the Gulf Coast of the United States on the Houston Ship Channel and in Beaumont, Texas. The Partnerships general partner is wholly-owned by an affiliate of Enterprise Products Partners L.P. (NYSE: EPD). For more information, visit www.oiltankingpartners.com.

Forward-Looking Statements
This press release contains forward-looking statements. These forward-looking statements reflect the Partnerships current expectations, opinions, views or beliefs with respect to future events, based on what it believes are reasonable assumptions. No assurance can be given, however, that these events will occur. Important factors that could cause actual results to differ from forward-looking statements include, but are not limited to: adverse economic or market conditions, changes in demand for the products that we handle or for our services, increased competition, changes in the availability and cost of capital, operating hazards and the effects of existing and future government regulations. These and other significant risks and uncertainties are described more fully in the Partnerships filings with the U.S. Securities and Exchange Commission (the SEC), available at the SECs website at www.sec.gov. The Partnership has no obligation and, except as required by law, does not undertake any obligation, to update or revise these statements or provide any other information relating to such statements.

Use of Non-GAAP Financial Measures
This news release and the accompanying schedules include the non-GAAP financial measures of Adjusted EBITDA, distributable cash flow, distribution coverage ratio and the ratio of debt to Adjusted EBITDA,

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which may be used periodically by management when discussing our financial results with investors and analysts. The accompanying schedules of this news release provide reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. The Partnership believes investors benefit from having access to the same financial measures used by its management. These non-GAAP financial measures are commonly employed by management, financial analysts and investors to evaluate our performance from period to period and to compare our performance with the performance of our peers.

The Partnership defines Adjusted EBITDA as net income before net interest expense, income tax expense, depreciation and amortization expense and other income, as further adjusted to exclude non-cash unit-based compensation expenses and gains and losses on disposals of fixed assets. Adjusted EBITDA is a non-GAAP supplemental financial performance measure management and other third parties, such as industry analysts, investors, lenders and rating agencies, may use to assess: (i) the Partnerships financial performance as compared to the performance of its peers, without regard to historical cost basis or financing methods, and (ii) the viability of proposed projects and acquisitions and determine rates of returns on investment in various opportunities. The GAAP measure most directly comparable to Adjusted EBITDA is net income. Adjusted EBITDA has important limitations as an analytical tool because it excludes some but not all items affecting net income.

Distributable cash flow is another non-GAAP financial measure used by the Partnerships management. The Partnership defines distributable cash flow as net income before (i) depreciation and amortization expense; (ii) non-cash unit-based compensation expense; (iii) gains or losses on disposal of fixed assets; and (iv) other (income) expense; less maintenance capital expenditures. Maintenance capital expenditures are capital expenditures (as defined by GAAP) resulting from improvements to and major renewals of existing assets. Such expenditures serve to maintain existing operations but do not generate additional revenues. Management believes distributable cash flow is useful to investors because it removes non-cash items from net income and provides visibility regarding the Partnerships cash available for distribution to unitholders.

The Partnership defines distribution coverage ratio for any given period as the ratio of distributable cash flow during such period to the total distribution payable to all unitholders, the general partner interest and incentive distribution rights.


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The Partnership defines the ratio of debt to Adjusted EBITDA for any given period as the ratio of total outstanding debt, including the current portion at the end of such period, to Adjusted EBITDA for the latest twelve month period.

Adjusted EBITDA, distributable cash flow, distribution coverage ratio and the ratio of debt to Adjusted EBITDA should not be considered alternatives to net income, operating income, cash flow from operations, or any other measure of financial performance presented in accordance with GAAP. The presentation of these measures may not be comparable to similarly titled measures of other companies in the industry because the Partnership may define these measures differently than other companies.

Please see the attached reconciliations of Adjusted EBITDA, distributable cash flow, distribution coverage ratio and the ratio of debt to Adjusted EBITDA.

Contact Information:

For Investors:
Mark Buscovich
Manager, FP&A and IR
(855) 866-6458 or (281) 457-7929

For Media:
Rick Rainey
Vice President
(713) 381-3635
 Tables to Follow 


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OILTANKING PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per unit data)
(Unaudited)
Three Months Ended
Nine Months Ended
September�30,
September�30,
2014
2013
2014
2013
Revenues
$
66,401

$
58,531

$
195,427

$
150,796

Costs and expenses:
Operating
15,916

11,339

43,676

31,783

Selling, general and administrative
6,889

6,235

18,931

15,973

Depreciation and amortization
6,001

5,336

16,980

14,807

Gain on disposal of fixed assets


(153
)
(88
)
(153
)
Total costs and expenses
28,806

22,757

79,499

62,410

Operating income
37,595

35,774

115,928

88,386

Other income (expense):
Interest expense
(802
)
(2,496
)
(3,004
)
(5,147
)
Interest income
6

1

94

4

Other income
2

(7
)
7

12

Total other expense, net
(794
)
(2,502
)
(2,903
)
(5,131
)
Income before income tax expense
36,801

33,272

113,025

83,255

Income tax expense
(347
)
(389
)
(1,064
)
(704
)
Net income
$
36,454

$
32,883

$
111,961

$
82,551

Allocation of net income to partners:
Net income allocated to general partner
$
8,579

$
7,413

$
27,065

$
14,473

Net income allocated to common unitholders
$
14,831

$
12,735

$
45,128

$
34,039

Net income allocated to subordinated unitholders
$
13,044

$
12,735

$
39,768

$
34,039

Earnings per limited partner unit:
Common unit (basic and diluted)
$
0.34

$
0.33

$
1.02

$
0.88

Subordinated unit (basic and diluted)
$
0.34

$
0.33

$
1.02

$
0.88

Weighted average number of limited partner
���units outstanding:
Common units (basic and diluted)
44,211

38,900

44,137

38,900

Subordinated units (basic and diluted)
38,900

38,900

38,900

38,900



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OILTANKING PARTNERS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except unit amounts)
(Unaudited)
September�30,
December�31,
2014
2013
Assets:
Current assets:
Cash and cash equivalents
$
21,558

$
17,332

Receivables:
Trade
32,405

18,013

Affiliates
1,001

127

Other
2,864

613

Notes receivable, affiliate


100,000

Prepaid expenses and other
5,177

1,502

Total current assets
63,005

137,587

Property, plant and equipment, net
787,578

585,826

Intangible assets
3,739

3,739

Other assets, net
4,247

1,822

Total assets
$
858,569

$
728,974

Liabilities and partners capital:
Current liabilities:
Accounts payable and accrued liabilities
$
79,658

$
38,104

Current maturities of long-term debt, affiliate
2,500

2,500

Accounts payable, affiliates
2,673

4,264

Total current liabilities
84,831

44,868

Long-term debt, affiliate, less current maturities
223,250

188,300

Deferred revenue
10,321

2,159

Total liabilities
318,402

235,327

Commitments and contingencies


Partners capital:
����Common units (44,228,692 units issued and outstanding at
�������September 30, 2014 and December 31, 2013)
432,022

418,435

����Subordinated units (38,899,802 units issued and outstanding at
�������September 30, 2014 and December 31, 2013)
61,496

50,611

����General partners interest
46,649

24,601

Total partners capital
540,167

493,647

Total liabilities and partners capital
$
858,569

$
728,974




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OILTANKING PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September�30,
2014
2013
Cash flows from operating activities:
Net income
$
111,961

$
82,551

Adjustments to reconcile net income to net cash provided by
��operating activities:
Depreciation and amortization
16,980

14,807

Gain on disposal of fixed assets
(88
)
(153
)
Amortization of deferred financing costs
156

144

Unit-based compensation
999



Changes in assets and liabilities:
Trade and other receivables
(16,946
)
(12,227
)
Prepaid expenses and other assets
(6,256
)
(1,106
)
Accounts receivable/payable, affiliates
(2,227
)
936

Accounts payable and accrued liabilities
19,815

1,800

Deferred revenue
11,931

1,093

Total adjustments from operating activities
24,364

5,294

Net cash provided by operating activities
136,325

87,845

Cash flows from investing activities:
Issuance of notes receivable, affiliate
(2,000
)
(7,000
)
Collections of notes receivable, affiliate
102,000

33,000

Payments for purchase of property, plant and equipment
(200,769
)
(135,854
)
Proceeds from sale of property, plant and equipment
95

264

Purchase of intangible assets


(3,739
)
Proceeds from property casualty indemnification
303



Net cash used in investing activities
(100,371
)
(113,329
)
Cash flows from financing activities:
Borrowings under loan agreement, affiliate


50,000

Borrowings under credit agreement, affiliate
37,000

86,000

Payments under notes payable, affiliate
(2,050
)
(2,050
)
Payments under credit agreement, affiliate


(50,000
)
Debt issuance costs


(225
)
Contribution from general partner
127



Distributions paid to partners
(66,805
)
(48,782
)
Net cash (used in) provided by financing activities
(31,728
)
34,943

Net increase in cash and cash equivalents
4,226

9,459

Cash and cash equivalents  Beginning of period
17,332

7,071

Cash and cash equivalents  End of period
$
21,558

$
16,530




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OILTANKING PARTNERS, L.P.
SELECTED OPERATING DATA
(Unaudited)

Operating data:
Three Months Ended
Nine Months Ended
September�30,
September�30,
2014
2013
2014
2013
Storage capacity, end of period (mmbbls) (1) (3)
24.7

19.9

24.7

19.9

Storage capacity, average (mmbbls) (3)
24.2

19.6

22.9

19.5

Terminal throughput (mbpd) (2)
1,211.6

1,095.2

1,176.2

1,037.6

Vessels per period
231

250

718

669

Barges per period
776

879

2,225

2,498

Trucks per period
17,437

9,411

47,216

21,549

Rail cars per period


1,170

148

4,758

________________
(1)
Represents million barrels (mmbbls).
(2)
Represents thousands of barrels per day (mbpd).
(3)
During the third quarter of 2014, we placed into service approximately 1.1 million barrels of storage capacity. Amounts do not reflect approximately 390,000 barrels of storage capacity placed into service in October 2014.




Revenues by service category:
(In thousands)
Three Months Ended
Nine Months Ended
September�30,
September�30,
2014
2013
2014
2013
Storage service fees
$
39,257

$
30,843

$
108,674

$
87,421

Throughput fees
24,278

24,146

77,857

56,064

Ancillary service fees
2,866

3,542

8,896

7,311

Total revenues
$
66,401

$
58,531

$
195,427

$
150,796





9


OILTANKING PARTNERS, L.P.
SELECTED FINANCIAL DATA
Non-GAAP Reconciliations
(In thousands)
(Unaudited)
Three Months Ended
Nine Months Ended
September�30,
September�30,
2014
2013
2014
2013
Reconciliation of Adjusted EBITDA and
���Distributable cash flow from net income:
Net income
$
36,454

$
32,883

$
111,961

$
82,551

Depreciation and amortization
6,001

5,336

16,980

14,807

Income tax expense
347

389

1,064

704

Interest expense, net
796

2,495

2,910

5,143

Gain on disposal of fixed assets


(153
)
(88
)
(153
)
Non-cash unit-based compensation expense
999



999



Other income
(2
)
7

(7
)
(12
)
Adjusted EBITDA
$
44,595

$
40,957

$
133,819

$
103,040

Interest expense, net
(796
)
(2,495
)
(2,910
)
(5,143
)
Income tax expense
(347
)
(389
)
(1,064
)
(704
)
Maintenance capital expenditures
(4,822
)
(900
)
(7,651
)
(1,895
)
Distributable cash flow
$
38,630

$
37,173

$
122,194

$
95,298

Cash distributions (1)
$
26,009

$
18,150

$
72,033

$
51,440

Distribution coverage ratio
1.49
x
2.05
x
1.70
x
1.85
x
_____________
(1)
Amounts represent cash distributions declared for our limited partner units, general partner interest and incentive distribution rights, as applicable, for each respective period.



Reconciliation of Debt to Adjusted EBITDA Ratio:
2014 Latest Twelve Months (LTM) Adjusted EBITDA (as of September 30, 2014):
Adjusted EBITDA for the nine months ended September 30, 2014
$
133,819

2013 Adjusted EBITDA (1)
145,275

Less: Adjusted EBITDA for the nine months ended September 30, 2013
(103,040
)
2014 Latest Twelve Months (LTM) Adjusted EBITDA (as of September 30, 2014)
$
176,054

Total debt, including current portion at September 30, 2014
$
225,750

Debt/Adjusted EBITDA Ratio
1.28
x
_____________
(1)
Please refer to the press release of Oiltanking Partners, L.P. issued February 24, 2014, for a reconciliation of Adjusted EBITDA for the year ended December 31, 2013 from net income.


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