MAGELLAN MIDSTREAM PARTNERS, L.P. Introduction
We are a publicly traded limited partnership principally engaged in the
transportation, storage and distribution of refined petroleum products and crude
oil. As of
•our refined products segment, comprised of our approximately 9,800-mile refined petroleum products pipeline system with 54 terminals and two marine storage terminals (one of which is owned through a joint venture); and
•our crude oil segment, comprised of approximately 2,200 miles of crude oil pipelines, a condensate splitter and 39 million barrels of aggregate storage capacity, of which approximately 29 million barrels are used for contract storage. Approximately 1,000 miles of these pipelines, the condensate splitter and 31 million barrels of this storage capacity (including 25 million barrels used for contract storage) are wholly-owned, with the remainder owned through joint ventures. The following discussion provides an analysis of the results for each of our operating segments, an overview of our liquidity and capital resources and other items related to our partnership. The following discussion and analysis should be read in conjunction with (i) our accompanying interim consolidated financial statements and related notes and (ii) our consolidated financial statements, related notes and management's discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year endedDecember 31, 2021 .
Recent Developments
Sale of independent terminals network. OnJune 8, 2022 , we completed the sale of our independent terminals network comprised of 26 refined petroleum products terminals in the southeasternU.S. toBuckeye Partners, L.P. ("Buckeye") for$446.9 million , including working capital adjustments. Distribution. InJuly 2022 , our board declared a quarterly distribution of$1.0375 per unit for the period ofApril 1, 2022 throughJune 30, 2022 . This quarterly distribution will be paid onAugust 12, 2022 to unitholders of record onAugust 5, 2022 . Results of Operations We believe that investors benefit from having access to the same financial measures utilized by management. Operating margin, which is presented in the following tables, is an important measure used by management to evaluate the economic performance of our core operations. Operating margin is not aU.S. generally accepted accounting principles ("GAAP") measure, but the components of operating margin are computed using amounts that are determined in accordance with GAAP. A reconciliation of operating margin to operating profit, which is its nearest comparable GAAP financial measure, is included in the following tables. Operating profit includes expense items, such as depreciation, amortization and impairment expense and general and administrative ("G&A") expense, which management does not focus on when evaluating the core profitability of our operating segments. Additionally, product margin, which management primarily uses to evaluate the profitability of our commodity-related activities, is provided in these tables. Product margin is a non-GAAP measure but the components of product sales revenue and cost of product sales are determined in accordance with GAAP. Our gas liquids blending, fractionation and other commodity-related activities generate significant revenue. However, we believe the product margin from these activities, which takes into account the related cost of product sales, better represents its importance to our results of operations. 32 -------------------------------------------------------------------------------- Three Months EndedJune 30, 2021 compared to Three Months EndedJune 30, 2022 Variance Three Months EndedJune 30 , Favorable (Unfavorable) 2021 2022 $ Change % Change Financial Highlights ($ in millions, except operating statistics) Transportation and terminals revenue: Refined products$ 337.9 $ 349.2 $ 11.3 3 Crude oil 118.7 121.4 2.7 2 Intersegment eliminations (1.2) (1.3) (0.1) (8) Total transportation and terminals revenue 455.4 469.3 13.9 3 Affiliate management fee revenue 5.2 5.6 0.4 8 Operating expenses: Refined products 108.2 136.3 (28.1) (26) Crude oil 43.8 46.6 (2.8) (6) Intersegment eliminations (2.9) (2.8) (0.1) (3) Total operating expenses 149.1 180.1 (31.0) (21) Product margin: Product sales revenue 193.0 313.7 120.7 63 Cost of product sales 171.8 282.3 (110.5) (64) Product margin 21.2 31.4 10.2 48 Other operating income (expense) 1.9 3.0 1.1 58 Earnings of non-controlled entities 40.6 26.5 (14.1) (35) Operating margin 375.2 355.7 (19.5) (5) Depreciation, amortization and impairment expense 52.3 58.8 (6.5) (12) G&A expense 56.1 56.9 (0.8) (1) Operating profit 266.8 240.0 (26.8) (10)
Interest expense (net of interest income and interest capitalized)
56.4 57.3 (0.9) (2)
Gain on disposition of assets (69.7) - (69.7) (100)
Other (income) expense 14.8 0.6 14.2 96Income from continuing operations before provision for income taxes
265.3 182.1 (83.2) (31)
Provision for income taxes 0.4 0.3 0.1 25
Income from continuing operations 264.9 181.8 (83.1) (31)
Income from discontinued operations (including gain on disposition of assets of
15.5 172.1 156.6 1,010
Net income $ 280.4 $ 353.9 $ 73.5 26
Operating Statistics
Refined products:
Transportation revenue per barrel shipped $ 1.690 $ 1.726
Volume shipped (million barrels):
Gasoline 78.8 83.1
Distillates 52.9 51.7
Aviation fuel 7.2 8.1
Total volume shipped 138.9 142.9
Crude oil:
Magellan 100%-owned assets:
Transportation revenue per barrel shipped(1) $ 0.816 $ 0.658
Volume shipped (million barrels)(1) 49.6 61.5
Terminal average utilization (million barrels per month) 25.0
23.6
Select joint venture pipelines: BridgeTex - volume shipped (million barrels)(2) 28.6
19.6
Saddlehorn - volume shipped (million barrels)(2) 20.0 20.0
(1) Includes shipments related to our crude oil marketing activities. (2) These volumes reflect the total shipments for these joint venture pipelines, which are owned 30% by us.
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Transportation and terminals revenue increased
•an increase in refined products revenue of$11.3 million primarily due to increased transportation volumes as a result of additional contributions from ourTexas pipeline expansion projects, higher shipments on ourSouth Texas pipeline segment as well as continued demand recovery from pandemic levels. Average transportation rates also increased due to the mid-year 2021 overall tariff increase. Higher tender deduction revenue that benefited from increased commodity prices offset less storage revenue due to lower utilization and rates following recent contract expirations; and •an increase in crude oil revenue of$2.7 million . We benefited from higher terminal throughput fees as a result of more customers utilizing a simplified pricing structure for services in theHouston area as well as higher tender deduction revenue due to higher commodity prices. These favorable results were primarily offset by less storage revenue due to lower utilization and rates following recent contract expirations. Transportation volumes were higher due to increased shipments on ourHouston distribution system, which move at a lower average rate.
Operating expenses increased
•an increase in refined products expenses of
•an increase in crude oil expenses of$2.8 million primarily due to higher integrity spending related to the timing of maintenance work, partially offset by lower power costs as a result of our optimization efforts.
Product margin increased
Other operating income was
Earnings of non-controlled entities decreased$14.1 million primarily due to unrealized losses on futures contracts forPowder Springs , lower average rates on the Saddlehorn pipeline and a favorable revenue adjustment that benefited MVP in 2021.
Depreciation, amortization and impairment expense increased
Interest expense, net of interest income and interest capitalized, increased$0.9 million primarily due to higher debt outstanding related to commercial paper borrowings during the second quarter of 2022. Our weighted average debt outstanding was$5.3 billion in second quarter 2022 compared to$5.0 billion in second quarter 2021. The weighted average interest rate was 4.3% in second quarter 2022 compared to 4.4% in second quarter 2021.
Gain on disposition of assets of
Other expense was
Income from discontinued operations increased by
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Six Months Ended
Variance
Six Months Ended June 30 , Favorable (Unfavorable)
2021 2022 $ Change % Change
Financial Highlights ($ in millions, except operating statistics)
Transportation and terminals revenue:
Refined products $ 635.5 $ 658.7 $ 23.2 4
Crude oil 234.9 236.1 1.2 1
Intersegment eliminations (3.0) (2.6) 0.4 13
Total transportation and terminals revenue 867.4 892.2 24.8 3
Affiliate management fee revenue 10.6 11.3 0.7 7
Operating expenses:
Refined products 199.7 224.5 (24.8) (12)
Crude oil 83.0 85.4 (2.4) (3)
Intersegment eliminations (6.3) (5.6) (0.7) (11)
Total operating expenses 276.4 304.3 (27.9) (10)
Product margin:
Product sales revenue 406.7 559.8 153.1 38
Cost of product sales 342.7 525.7 (183.0) (53)
Product margin 64.0 34.1 (29.9) (47)
Other operating income (expense) 1.5 1.0 (0.5) (33)
Earnings of non-controlled entities 79.7 61.9 (17.8) (22)
Operating margin 746.8 696.2 (50.6) (7)
Depreciation, amortization and impairment expense 106.9 116.5 (9.6) (9)
G&A expense 102.1 119.7 (17.6) (17)
Operating profit 537.8 460.0 (77.8) (14)Interest expense (net of interest income and interest capitalized)
112.8 114.1 (1.3) (1)
Gain on disposition of assets (69.7) (0.2) (69.5) (100)
Other (income) expense 15.9 1.2 14.7 92Income from continuing operations before provision for income taxes
478.8 344.9 (133.9) (28)
Provision for income taxes 1.2 1.1 0.1 8
Income from continuing operations 477.6 343.8 (133.8) (28)
Income from discontinued operations (including gain on disposition of assets of
24.1 175.6 151.5 629
Net income $ 501.7 $ 519.4 $ 17.7 4
Operating Statistics:
Refined products:
Transportation revenue per barrel shipped $ 1.682 $ 1.683
Volume shipped (million barrels): Gasoline 143.8 158.7 Distillates 99.4 99.3 Aviation fuel 13.3 15.5 LPGs 0.5 0.6 Total volume shipped 257.0 274.1 Crude oil: Magellan 100%-owned assets: Transportation revenue per barrel shipped(1)$ 0.803 $
0.733
Volume shipped (million barrels)(1) 96.1
103.4
Terminal average utilization (million barrels per month) 25.3
24.4
Select joint venture pipelines: BridgeTex - volume shipped (million barrels)(2) 55.5
45.1
Saddlehorn - volume shipped (million barrels)(2) 36.1 40.0
(1) Includes shipments related to our crude oil marketing activities. (2) These volumes reflect the total shipments for these joint venture pipelines, which are owned 30% by us.
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Transportation and terminals revenue increased
•an increase in refined products revenue of$23.2 million primarily due to increased transportation volumes as a result of additional contributions from ourTexas pipeline expansion projects, higher shipments on ourSouth Texas pipeline segment as well as continued demand recovery from pandemic levels. Average transportation rates were similar between periods as a higher proportion of short-haul shipments, which move at a lower tariff, offset the mid-year 2021 overall tariff increase. Higher tender deduction revenue that benefited from increased commodity prices mainly offset less storage revenue due to lower utilization and rates following recent contract expirations; and •an increase in crude oil revenue of$1.2 million . We benefited from higher terminal throughput fees as a result of more customers utilizing a simplified pricing structure for services in theHouston area as well as higher tender deduction revenue due to higher commodity prices. These favorable results were primarily offset by less storage revenue due to lower utilization and rates following recent contract expirations. Transportation volumes were higher due to increased shipments on ourHouston distribution system, which move at a lower average rate.
Operating expenses increased by
•an increase in refined products expenses of$24.8 million . Property taxes increased as a result of recent expansion projects, power costs were higher primarily due to the benefit of gains on our power hedges in the prior year driven by the 2021 winter storms and integrity spending increased due to the timing of maintenance work; and •an increase in crude oil expenses of$2.4 million . Higher integrity spending related to the timing of maintenance work and higher power costs, as the prior year benefited from gains on power hedges during the 2021 winter storms, were partially offset by lower pipeline rental costs resulting from new agreements. Product margin decreased$29.9 million primarily due to higher losses on futures contracts in the current year and lower margins on our fractionator activities, partially offset by higher margins on our gas liquids blending activities in the current year. Earnings of non-controlled entities decreased$17.8 million primarily due to unrealized losses on futures contracts forPowder Springs , lower average rates on the Saddlehorn pipeline and lower MVP earnings as a result of the sale of a portion of our interest inApril 2021 as well as a favorable revenue adjustment that benefited MVP last year.
Depreciation, amortization and impairment expense increased
G&A expense increased$17.6 million primarily due to expenses related to the recent retirement agreement for our former chief executive officer as well as higher incentive compensation costs as a result of overall improved financial results. Interest expense, net of interest income and interest capitalized, increased$1.3 million primarily due to higher debt outstanding. Our weighted average debt outstanding was$5.3 billion in the 2022 period compared to$5.1 billion in 2021. The weighted average interest rate was 4.3% in 2022 compared to 4.4% in 2021.
Gain on disposition of assets of
Other expense was
Income from discontinued operations increased by
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--------------------------------------------------------------------------------Adjusted EBITDA, Distributable Cash Flow and Free Cash Flow
In the following tables, we present the financial measures of adjusted EBITDA,
distributable cash flow ("DCF") and free cash flow ("FCF"), which are non-GAAP
measures. These measures include the results of our discontinued operations.
Adjusted EBITDA is an important measure utilized by management and the investment community to assess the financial results of a company. A reconciliation of adjusted EBITDA to net income, the nearest comparable GAAP measure, is included in the table below.
Our partnership agreement requires that all of our available cash, less amounts reserved by our board, be distributed to our unitholders. DCF is used by management to determine the amount of cash that our operations generated, after maintenance capital spending, that is available for distribution to our unitholders, as well as a basis for recommending to our board the amount of distributions to be paid each period. We also use DCF as the basis for calculating our performance-based equity long-term incentive compensation. A reconciliation of DCF to net income, the nearest comparable GAAP measure, is included in the table below. FCF is a financial metric used by many investors and others in the financial community to measure the amount of cash generated by a company during a period after accounting for all investing activities, including both maintenance and expansion capital spending, as well as proceeds from divestitures. We believe FCF is important to the financial community as it reflects the amount of cash available for distributions, additional expansion capital opportunities, equity repurchases, debt reduction or other partnership uses. A reconciliation of FCF to net income and to net cash provided by operating activities, which is the nearest comparable GAAP measure, is included in the following tables.
Since the non-GAAP measures presented here include adjustments specific to us, they may not be comparable to similarly-titled measures of other companies.
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Adjusted EBITDA, DCF and FCF are non-GAAP measures. A reconciliation of each of
these measures to net income for the six months ended June 30, 2021 and 2022 is
as follows (in millions):
Six Months Ended
2021 2022
Net income $ 501.7 $ 519.4
Interest expense, net 112.8 114.1
Depreciation, amortization and impairment(1) 118.3 116.5
Equity-based incentive compensation(2) 3.9 14.0
Gain on disposition of assets(3) (68.4) (156.3)
Commodity-related adjustments: Derivative (gains) losses recognized in the period associated with future transactions(4)
23.5 40.9
Derivative gains (losses) recognized in previous periods associated with transactions completed in the period(4)
(29.5) (18.7)
Inventory valuation adjustments(5) 3.4 (2.0)
Total commodity-related adjustments (2.6) 20.2
Distributions from operations of non-controlled entities in
excess of earnings 14.8 17.0
Adjusted EBITDA 680.5 644.9
Interest expense, net, excluding debt issuance cost amortization (111.2) (112.6)
Maintenance capital(6) (24.7) (38.9)
Distributable cash flow $ 544.6 $ 493.4
Expansion capital(7) (42.1) (45.8)
Proceeds from disposition of assets(3) 270.6 440.8
Free cash flow $ 773.1 $ 888.4
Distributions paid (458.4) (440.1)
Free cash flow after distributions $
314.7
(1) Depreciation, amortization and impairment expense is excluded from DCF to
the extent it represents a non-cash expense.
(2) Because we intend to satisfy vesting of unit awards under our equity-based
long-term incentive compensation plan with the issuance of common units,
expenses related to this plan generally are deemed non-cash and excluded for DCF
purposes. The amounts above have been reduced by cash payments associated with
the plan, which are primarily related to tax withholdings.
(3) Gains on disposition of assets are excluded from DCF to the extent they are
not related to our ongoing operations, while proceeds from disposition of assets
exclude the related gains to the extent they are already included in our
calculation of DCF.
(4) Certain derivatives have not been designated as hedges for accounting
purposes and the mark-to-market changes of these derivatives are recognized
currently in net income. We exclude the net impact of these derivatives from our
determination of DCF until the transactions are settled and, where applicable,
the related products are sold.
(5) We adjust DCF for lower of average cost or net realizable value adjustments
related to inventory and firm purchase commitments as well as market valuation
of short positions recognized each period as these are non-cash items. In
subsequent periods when we sell or purchase the related products, we recognize
these valuation adjustments in DCF.
(6) Maintenance capital expenditures maintain our existing assets and do not
generate incremental DCF (i.e. incremental returns to our unitholders). For this
reason, we deduct maintenance capital expenditures to determine DCF.
(7) Includes additions to property, plant and equipment (excluding maintenance
capital and capital-related changes in accounts payable and other current
liabilities), acquisitions and investments in non-controlled entities, net of
distributions from returns of investments in non-controlled entities and
deposits from undivided joint interest third parties.
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A reconciliation of FCF to net cash provided by operating activities for the six
months ended
Six Months Ended
2021 2022
Net cash provided by operating activities $ 593.1 $ 397.3
Changes in operating assets and liabilities (21.5) 128.5
Net cash provided (used) by investing activities 197.8 361.6
Payments associated with settlement of equity-based incentive compensation
(6.2) (8.9)
Settlement cost, amortization of prior service credit and actuarial loss
(4.5) (2.3)
Changes in accrued capital items 7.3 0.8
Commodity-related adjustments(1) (2.6) 20.2
Other 9.7 (8.8)
Free cash flow $ 773.1 $ 888.4
Distributions paid (458.4) (440.1)
Free cash flow after distributions (1) Please refer to the preceding table for a description of these commodity-related adjustments.
Liquidity and Capital Resources
Cash Flows and Capital Expenditures
Operating Activities. Net cash provided by operating activities was$593.1 million and$397.3 million for the six months endedJune 30, 2021 and 2022, respectively. The$195.8 million decrease in 2022 was due to the adjustment for the gain on disposition of assets included in income from discontinued operations and changes in our working capital, partially offset by adjustments for non-cash items and distributions in excess of earnings of our non-controlled entities and higher net income as previously described. Investing Activities. Net cash provided by investing activities for the six months endedJune 30, 2021 and 2022 was$197.8 million and$361.6 million , respectively, including$67.4 million and$86.1 million used for capital expenditures for those same periods in 2021 and 2022, respectively. Also, during 2022, we sold our independent terminals network for cash proceeds of$446.9 million . During 2021, we sold a portion of our interest in MVP for cash proceeds of$271.0 million . Financing Activities. Net cash used by financing activities for the six months endedJune 30, 2021 and 2022 was$546.9 million and$757.0 million , respectively. During the 2022 period, we paid distributions of$440.1 million to our unitholders and repurchased common units for$219.0 million . Additionally, we made net commercial paper payments of$89.0 million . Also, inJanuary 2022 , our equity-based incentive compensation awards that vestedDecember 31, 2021 were settled by issuing 215,409 common units and distributing those units to the long-term incentive plan ("LTIP") participants, resulting in payments primarily associated with tax withholdings of$8.9 million . During the 2021 period, we paid distributions of$458.4 million to our unitholders and repurchased common units for$82.3 million . Also, inJanuary 2021 , our equity-based incentive compensation awards that vestedDecember 31, 2020 were settled by issuing 163,007 common units and distributing those units to the LTIP participants, resulting in payments primarily associated with tax withholdings of$6.2 million . The quarterly distribution amount related to second quarter 2022 earnings is$1.0375 per unit (to be paid in third quarter 2022). If we were to continue paying distributions at this level on the number of common units currently outstanding, total distributions of approximately$867 million would be paid to our unitholders related to 2022 earnings. Management believes we will have sufficient DCF to fund these distributions. 39 --------------------------------------------------------------------------------
Capital Requirements
Capital spending for our business consists primarily of:
•Maintenance capital expenditures. These expenditures include costs required to maintain equipment reliability and safety and to address environmental and other regulatory requirements rather than to generate incremental DCF; and •Expansion capital expenditures. These expenditures are undertaken primarily to generate incremental DCF and include costs to acquire additional assets to grow our business and to expand or upgrade our existing facilities and to construct new assets, which we refer to collectively as organic growth projects. Organic growth projects include, for example, capital expenditures that increase storage or throughput volumes or develop pipeline connections to new supply sources.
For the six months ended
During the first six months of 2022, we spent$44.9 million for our expansion capital projects and contributed$0.9 million for expansion capital projects in conjunction with our joint ventures. Based on the progress of projects already committed, we expect to spend approximately$80 million in 2022 to complete our current slate of expansion capital projects. In addition, we may repurchase our common units through our unit repurchase program (see Item 2 - Unregistered Sales ofEquity Securities and Use of Proceeds of Part II of this report for additional details). We may also repurchase portions of our existing long-term debt from time-to-time through open market transactions, tender offers or privately-negotiated transactions. Liquidity Cash generated from operations is a key source of liquidity for funding debt service, maintenance capital expenditures, quarterly distributions and repurchases of common units. Additional liquidity for purposes other than quarterly distributions, such as expansion capital expenditures, is available through borrowings under our commercial paper program and revolving credit facility, as well as from other borrowings or issuances of debt or common units (see Note 7 - Debt and Note 15 - Partners' Capital and Distributions in Item I of Part I of this report for detail of our borrowings and changes in partners' capital).
Off-Balance Sheet Arrangements
None.
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--------------------------------------------------------------------------------Other Items
Pipeline Tariff Changes. TheFederal Energy Regulatory Commission ("FERC") regulates the rates charged on our interstate common carrier pipelines. We increased our rates by approximately 8.7% in the 30% of our refined products markets that are subject to theFERC's index methodology onJuly 1, 2022 . In the 70% of our remaining refined products markets, we increased our rates by an average of 5%, resulting in an overall refined products mid-year tariff increase of approximately 6%. Most of the tariffs on our long-haul crude oil pipelines are established at negotiated rates that generally provide for annual adjustments in line with changes in theFERC index, subject to certain modifications. As a result, we also increased the rates on our long-haul crude oil pipelines between 2% and 5% inJuly 2022 . Board of Director Changes. OnApril 30, 2022 ,Robert G. Croyle retired from our board after 13 years of service. FollowingMr. Croyle's retirement,Sivasankaran Somasundaram was elected as an independent board member beginningMay 1, 2022 . Executive Officer Promotions. Three members of our senior management team were promoted effectiveJune 1, 2022 .Jeff L. Holman became Executive Vice President in addition to his titles of Chief Financial Officer and Treasurer.Michael J. Aaronson , who previously held the position of Senior Vice President of Business Development, became Executive Vice President and Chief Commercial Officer.Melanie A. Little , who previously held the position of Senior Vice President of Operations, became Executive Vice President and Chief Operating Officer.
Collective Bargaining Agreement. In the second quarter of 2022, we entered into
a new contract with our employees represented by the
Commodity Derivative Agreements. Certain of our business activities result in our owning various commodities, which exposes us to commodity price risk. We use forward physical commodity contracts and derivative instruments to hedge against changes in prices of commodities that we expect to sell or purchase in future periods.
See Item 3. Quantitative and Qualitative Disclosures about Market Risk for
further information regarding the quantities of refined products and crude oil
hedged at
Related Party Transactions. See Note 14 - Related Party Transactions in Item 1 of Part I of this report for detail of our related party transactions.
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