Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 9-May-15 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | CENTRAL ENERGY PARTNERS LP | |
Entity Central Index Key | 1260828 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | ENGY | |
Entity Common Stock, Shares Outstanding | 19,591,482 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $106,000 | $67,000 |
Trade accounts receivable (less allowance for doubtful accounts of $0 at 2014 and 2015) | 266,000 | 294,000 |
Prepaid expenses and other current assets | 347,000 | 324,000 |
Total current assets | 719,000 | 685,000 |
Property, plant and equipment - net | 3,341,000 | 3,470,000 |
Other assets | 128,000 | 128,000 |
Goodwill | 3,941,000 | 3,941,000 |
Total assets | 8,129,000 | 8,224,000 |
Current Liabilities | ||
Current maturities of long-term debt | 2,439,000 | 388,000 |
Accounts payable | 879,000 | 645,000 |
Taxes payable | 0 | 7,000 |
Unearned revenue | 41,000 | 40,000 |
Accrued liabilities | 655,000 | 571,000 |
Total current liabilities | 4,014,000 | 1,651,000 |
Long-term debt obligations | 0 | 2,112,000 |
Due to General Partner | 4,922,000 | 4,615,000 |
Deferred income taxes | 387,000 | 387,000 |
Commitments and contingencies | 0 | 0 |
Partners’ deficit | ||
Common units | -1,168,000 | -528,000 |
General Partner’s deficit | -26,000 | -13,000 |
Total partners’ deficit | -1,194,000 | -541,000 |
Total liabilities and partners’ deficit | $8,129,000 | $8,224,000 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Trade accounts receivable, allowance for doubtful accounts | $0 | $0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues | $909,000 | $1,297,000 |
Cost of goods sold | 984,000 | 1,007,000 |
Gross profit (loss) | -75,000 | 290,000 |
Selling, general and administrative expenses and other | ||
Legal and professional fees | 62,000 | 133,000 |
Salaries and payroll related expenses | 169,000 | 154,000 |
Other | 161,000 | 215,000 |
Selling, General and Administrative Expense, Total | 392,000 | 502,000 |
Operating loss from continuing operations | -467,000 | -212,000 |
Other income (expense) | ||
Interest expense, net | -195,000 | -100,000 |
Loss before taxes | -662,000 | -312,000 |
Income taxes | 0 | 0 |
Net loss | -662,000 | -312,000 |
Net loss allocable to the partners | -662,000 | -312,000 |
Less General Partner’s interest in net loss | -13,000 | -6,000 |
Net loss allocable to the common units | ($649,000) | ($306,000) |
Net loss per common unit | ($0.03) | ($0.02) |
Weighted average common units outstanding | 19,591,482 | 190,664,822 |
CONSOLIDATED_STATEMENT_OF_PART
CONSOLIDATED STATEMENT OF PARTNERS' DEFICIT (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Balance as of December 31, 2014 | ($541,000) |
Issuance of Common Unit Options | 9,000 |
Net loss | -662,000 |
Balance as of March 31, 2015 | -1,194,000 |
Common Units [Member] | |
Balance as of December 31, 2014 (in Shares) | 19,591,482 |
Balance as of December 31, 2014 | -528,000 |
Issuance of Common Unit Options | 9,000 |
Net loss | -649,000 |
Balance as of March 31, 2015 (in Shares) | 19,591,482 |
Balance as of March 31, 2015 | -1,168,000 |
General Partner's Deficit [Member] | |
Balance as of December 31, 2014 | -13,000 |
Net loss | -13,000 |
Balance as of March 31, 2015 | ($26,000) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | ($662,000) | ($312,000) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 151,000 | 137,000 |
Unit based compensation | 9,000 | 0 |
Changes in current assets and liabilities: | ||
Trade accounts receivable | 28,000 | -133,000 |
Prepaid and other current assets | -24,000 | -105,000 |
Trade accounts payable | 234,000 | 168,000 |
Unearned revenue | 2,000 | -132,000 |
Accrued liabilities and other | 78,000 | 73,000 |
U.S. and foreign taxes payable | 0 | 0 |
Net cash used in operating activities | -184,000 | -304,000 |
Cash flows from investing activities: | ||
Capital expenditures | -22,000 | -235,000 |
Proceeds from sale of tractors | 0 | 0 |
Net cash used in investing activities | -22,000 | -235,000 |
Cash flows from financing activities: | ||
Change in amounts due to General Partner, net | 307,000 | 530,000 |
Payment of debt | -62,000 | 0 |
Net cash provided by financing activities | 245,000 | 530,000 |
Net (decrease) increase in cash | 39,000 | -9,000 |
Cash at beginning of period | 67,000 | 103,000 |
Cash at end of period | 106,000 | 94,000 |
Cash paid during the period for: | ||
Interest | 55,000 | 80,000 |
Taxes | $3,000 | $14,000 |
BASIS_OF_PRESENTATION_AND_SIGN
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE A –BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES |
Business | |
Central Energy Partners LP, a publicly traded Delaware limited partnership, was formed in July 2003. As used in this report, the terms “Central Energy” and “the Partnership” refer to Central Energy Partners LP, and the terms “Central,” “the Company,” “we,” “our” and “us” are used in this report to refer to Central Energy, its sole general partner Central Energy GP LLC, and its consolidated subsidiaries as a whole. | |
We conduct our operations through our wholly-owned subsidiary, Regional Enterprises, Inc. (“Regional”). The principal business of Regional is the storage, transportation and railcar trans-loading of bulk liquids, including hazardous chemicals and petroleum products owned by its customers. Regional’s facilities are located on the James River in Hopewell, Virginia, where it receives bulk chemicals and petroleum products from ships and barges into approximately 10 million gallons of available storage tanks for delivery throughout the mid-Atlantic region of the United States. Regional also receives product from a rail spur which is capable of receiving 18 rail cars at any one time for trans-loading of chemical and petroleum liquids for delivery throughout the mid-Atlantic region of the United States. | |
The limited partnership interests in the Partnership (“Common Units”) represent 98% of the Partnership’s outstanding capital and 100% of the Partnership’s limited partnership interests. We are controlled by our general partner, Central Energy GP LLC (“General Partner”), which holds the remaining 2% interest in the Partnership. The General Partner is entitled to receive distributions from the Partnership on its General Partner interest and additional incentive distributions as provided in the partnership agreement. The General Partner does not receive a management fee in connection with its management of the Partnership’s business, but is entitled to be reimbursed for all direct and indirect expenses incurred on the Partnership’s behalf. | |
On November 17, 2010, the Partnership, Penn Octane Corporation (“Penn Octane”) and Central Energy, LP completed the transactions contemplated by the terms of a Securities Purchase and Sale Agreement, as amended. At closing, the Partnership sold 12,724,019 Common Units to Central Energy, LP for $3,950,000 and Penn Octane sold 100% of the limited liability company interests in the General Partner (“GP Interests”) to Central Energy, LP for $150,000 (“Sale”). As a result of the Sale, Penn Octane no longer has any interest in the General Partner or any control over the operations of the Partnership. | |
Effective November 26, 2013 CEGP Acquisition, LLC (“CEGP”) holds 55% of the issued and outstanding membership interests in the General Partner, and appoints five (5) of the nine (9) members of the Board of the General Partner. As a result, CEGP controls the General Partner. In addition, CEGP holds 3,000,000 Common Units, which represent 15.3% of the issued and outstanding Common Units of the Partnership. CEGP is a newly-formed Texas limited liability company controlled by John L. Denman, Jr. and G. Thomas Graves III. Upon completion of the CEGP Investment, Mr. Denman replaced Mr. Anbouba as CEO and President of the General Partner and Mr. Graves was appointed as the Chairman of the Board replacing Mr. Jerry V. Swank. | |
Basis of Presentation | |
The accompanying consolidated financial statements include the Partnership and its only operating subsidiary, Regional. We have two other subsidiaries that have no operations – Rio Vista Operating Partnership, LP (“RVOP”) and Rio Vista Operating GP LLC. All significant intercompany accounts and transactions are eliminated. | |
The unaudited consolidated balance sheet as of March 31, 2015, the unaudited consolidated statements of operations and statements of cash flows for the three months ended March 31, 2014 and 2015 and the unaudited consolidated statement of partners’ deficit for the three months ended March 31, 2015, have been prepared by us without audit. In our opinion, the unaudited consolidated financial statements include all adjustments (which include only normal recurring adjustments) necessary to present fairly the unaudited consolidated financial position as of March 31, 2015, the unaudited consolidated results of operations and the unaudited consolidated statements of cash flows for the three months ended March 31, 2014 and 2015 and the unaudited consolidated statement of partners’ deficit for the three months ended March 31, 2015. | |
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission. | |
Certain reclassifications have been made to prior period balances to conform in the current presentation. All reclassifications have been consistently applied to the periods presented. | |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material. | |
Cash Equivalents | |
We consider all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. | |
Financial Instruments | |
The fair values of our financial instruments, which may include cash, accounts receivable, accounts payable and long-term debt, approximate their carrying amounts. | |
Distributions of Available Cash | |
In March 2012, the General Partner and Unitholders holding more than a majority in interest of the Common Units of the Partnership voted to amend the Partnership Agreement to change the commencement of the payment of “Common Unit Arrearages” or “Cumulative Common Unit Arrearages” from the quarter beginning October 1, 2011 until an undetermined future quarter to be established by the General Partner. The impact of this amendment is that the Partnership is not obligated to Unitholders for unpaid minimum quarterly distributions until such time as the General Partner reinstates the obligation to make minimum quarterly distributions. Unitholders will only be entitled to minimum quarterly distributions arising from and after the date established by the General Partner for making such distributions. | |
Environmental Obligations | |
We are subject to various federal, state and local laws and regulations relating to the protection of the environment. We have established procedures for the ongoing evaluation of our operations, to identify potential environmental exposures, and to comply with regulatory policies and procedures. We account for environmental contingencies in accordance with ASC 450. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and do not contribute to current or future revenue generation, are expensed. Liabilities for environmental contingencies are recorded when environmental assessments and/or clean-ups are probable and the costs can be reasonably estimated. We maintain insurance which may cover in whole or in part certain types of environmental contingencies. For the quarters ended March 31, 2014 and 2015, we had no environmental contingencies requiring specific disclosure or the recording of a liability. | |
Unit Based Compensation | |
We may issue options, warrants, rights or appreciation rights with respect to Common Units for any Partnership purpose, including to non-employees for goods and services and to acquire or extend debt, without approval of the Limited Partners. We apply the provisions of ASC 505 to account for such transactions. ASC 505 requires that such transactions be accounted for at fair value. If the fair value of the goods and services or debt related transactions are not readily measurable, the fair value of the options, warrants, rights or appreciation rights is used to account for such transactions. We did not record any unit-based payment costs for non-employees for the three months ended March 31, 2014 and 2015 under the fair-value provisions of ASC 505. | |
The Partnership applies ASC 718 for options, Common Units or other equity-based grants to our employees and directors of the General Partner. ASC 718 requires measurement of all employee unit-based payment awards using a fair-value method and recording of such expense in the consolidated financial statements over the requisite service period. The fair value concepts have not changed significantly in ASC 718; however, in adopting this standard, companies must choose among alternative valuation models and amortization assumptions. After assessing alternative valuation models and amortization assumptions, we will continue using both the Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each separately vesting portion of the grant. We recorded equity-based costs for employees and directors of zero and $9,000, respectively, during the quarters ended March 31, 2014 and 2015 under the fair value provisions of ASC718. See “Note F – Unit Options and Equity Incentive Plan – Incentive Plans” below for information regarding equity-based grant authorizations made during the quarter ended March 31, 2015, none of which have been issued. | |
PARTNERS_DEFICIT
PARTNERS' DEFICIT | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
PARTNERSb DEFICIT | NOTE B – PARTNERS’ DEFICIT |
The number of Common Units outstanding at March 31, 2015 was 19,591,482. The Common Units represent 98% of the Partnership’s outstanding capital and 100% of the Partnership’s limited partnership interests. We are controlled by our general partner, Central Energy GP LLC, which holds the remaining 2% interest in the Partnership. | |
LOSS_PER_COMMON_UNIT
LOSS PER COMMON UNIT | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Earnings Per Share [Abstract] | |||||||||||
LOSS PER COMMON UNIT | NOTE C –Loss Per Common UNIT | ||||||||||
Losses incurred by Regional are allocated to the capital accounts of the holders of limited partnership interests (“Unitholders”) in the accompanying consolidated financial statements based on the overall Unitholder’s ownership interest in the Partnership even though such losses will not be recognized in the Unitholder’s Partnership capital accounts until the Partnership’s investment in Regional is realized. The Partnership Agreement provides that capital accounts of Unitholder’s of the Partnership cannot reflect a deficit balance, and that the General Partner shall be allocated any amount of losses not allocated to the Unitholder’s individual capital accounts. | |||||||||||
Net loss per Common Unit is computed on the weighted average number of Common Units outstanding in accordance with ASC 260. During periods in which we incur losses, giving effect to common unit equivalents is not included in the computation as it would be antidilutive. The following tables present reconciliations from net loss per Common Unit to net loss per Common Unit assuming dilution (see Note F – Unit Options and Equity Incentive Plan): | |||||||||||
For the three months ended March 31, 2014 | |||||||||||
(Loss) | Units | ||||||||||
(Numerator) | (Denominator) | Per-Unit Amount | |||||||||
Net (loss) available to the Common Units | $ | -306,000 | |||||||||
Basic EPS | |||||||||||
Net (loss) available to the Common Units | -306,000 | 19,066,482 | $ | -0.02 | |||||||
Effect of Dilutive Securities | |||||||||||
Options | — | — | |||||||||
Diluted EPS | |||||||||||
Net (loss) available to the Common Units | N/A | N/A | N/A | ||||||||
For the three months ended March 31, 2015 | |||||||||||
(Loss) | Units | Per-Unit | |||||||||
(Numerator) | (Denominator) | Amount | |||||||||
Net (loss) available to the Common Units | $ | -649,000 | |||||||||
Basic EPS | |||||||||||
Net (loss) available to the Common Units | -649,000 | 19,591,482 | $ | -0.03 | |||||||
Effect of Dilutive Securities | |||||||||||
Options | — | — | |||||||||
Diluted EPS | |||||||||||
Net (loss) available to the Common Units | N/A | N/A | N/A | ||||||||
Allocation of Net Income | |||||||||||
Our net loss is allocated to partners’ capital accounts in accordance with the provisions of the partnership agreement. | |||||||||||
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
PROPERTY, PLANT AND EQUIPMENT | NOTE D - PROPERTY, PLANT AND EQUIPMENT | |||||||
December 31, | March 31, | |||||||
2014 | 2015 | |||||||
Land | $ | 515,000 | $ | 514,000 | ||||
Terminal and improvements | 5,826,000 | 5,848,000 | ||||||
Automotive equipment | 1,297,000 | 1,297,000 | ||||||
7,638,000 | 7,659,000 | |||||||
Less: accumulated depreciation and amortization | -4,168,000 | -4,318,000 | ||||||
$ | 3,470,000 | $ | 3,341,000 | |||||
Depreciation expense of property, plant and equipment totaled $137,000 and $151,000 for the three months ended March 31, 2014 and 2015, respectively. | ||||||||
DEBT_OBLIGATIONS
DEBT OBLIGATIONS | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
DEBT OBLIGATIONS | NOTE E — DEBT OBLIGATIONS | |||||||
December 31, | March 31, | |||||||
2014 | 2015 | |||||||
Long-term debt obligations were as follows: | ||||||||
Hopewell Note | $ | 2,500,000 | $ | 2,439,000 | ||||
- | - | |||||||
2,500,000 | 2,439,000 | |||||||
Less current portion | 2,112,000 | 2,439,000 | ||||||
$ | 388,000 | $ | - | |||||
Hopewell Note | ||||||||
On March 20, 2013, Regional entered into a Term Loan and Security Agreement (“Hopewell Loan Agreement”) with Hopewell Investment Partners, LLC (“Hopewell”) pursuant to which Hopewell would loan Regional up to $2,500,000 (“Hopewell Loan”). Of this amount, $1,998,000 was advanced on March 20, 2013 and an additional $252,000 and $250,000 was advanced on March 26, 2013 and July 19, 2013, respectively. At the time the Hopewell Loan was obtained, William M. Comegys III was a member of the Board of Directors of the General Partner, as well as the managing member of Hopewell. As a result of this affiliation, the terms of the Hopewell Loan were reviewed by the Conflicts Committee of the Board of the General Partner. The committee determined that the Hopewell Loan was on terms better than could have been obtained from a third-party lender. | ||||||||
In connection with the Hopewell Loan, Regional issued Hopewell a promissory note (“Hopewell Note”) and granted Hopewell a security interest in all of Regional’s assets, including a first lien mortgage on the real property owned by Regional and an assignment of rents and leases and fixtures on the remaining assets of Regional. In connection with the Hopewell Loan, the Partnership delivered to Hopewell a pledge of the outstanding capital stock of Regional and the Partnership entered into an unlimited guaranty for the benefit of Hopewell. In addition, Regional and the Partnership entered into an Environmental Certificate with Hopewell representing as to the environmental condition of the property owned by Regional, agreeing to clean up or remediate any hazardous substances from the property, and agreeing, jointly and severally, to indemnify Hopewell from and against any claims whatsoever related to any hazardous substance on, in or impacting the property of Regional. | ||||||||
The Hopewell Loan matures on March 19, 2016 and carries a fixed annual rate of interest of 12%. Under the terms of the Hopewell Loan, Regional was required to make interest payments only beginning April 2013 through December 2014 and then 14 equal monthly payments of $56,000 (principal and interest) with a balloon payment of $2.044 million due on March 19, 2016. Per the Hopewell Loan Agreement, Regional is required to provide annual audited and certified quarterly financial statements to Hopewell. The failure to provide those financial statements as prescribed is an event of default, and Hopewell may, by written notice to Regional, declare the Hopewell Note immediately due and payable. | ||||||||
In 2014 there were two amendments made to the Hopewell Loan. Both amendments were for the extension of the date for principal payments to be made, which ultimately began in January 2015. At April 30, 2015, Regional was current on all payments due and owing to Hopewell. | ||||||||
UNIT_OPTIONS_AND_EQUITY_INCENT
UNIT OPTIONS AND EQUITY INCENTIVE PLAN | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
UNIT OPTIONS | NOTE F – UNIT OPTIONS AND EQUITY INCENTIVE PLAN |
Incentive Plans | |
On March 9, 2005, we established the 2005 Equity Incentive Plan of Rio Vista Energy Partners L.P. (“2005 Plan”). The 2005 Plan permits the grant of options, appreciation rights, restricted common units and phantom units of Common Units of the Partnership to any person who is an employee or director of, or consultant to, the Partnership or the General Partner or any affiliate of the Partnership (the “Partnership Entities”). The plan provides anti-dilution protection as determined by the Compensation Committee for a combination, exchange or extra-ordinary distribution of Common Units, or reorganization, recapitalization or any similar event affecting the Common Units or other securities of the Partnership. There were 750,000 Common Units authorized for issuance as awards under the 2005 Plan. The 2005 Plan remained available for the grant of awards until March 9, 2015. | |
On March 26, 2014, the Board of Directors of the General Partner authorized and approved the 2014 Long-Term Incentive Plan of Central Energy Partners, LP (“2014 Plan”). The 2014 Plan permits the grant of incentive and non-incentive Common Unit Options, Common Unit Appreciation Rights, Restricted Common Unit Grants, Common Units, Common Unit Value Equivalents and Substitute Awards to employees and directors of the Partnership Entities. The Compensation Committee may grant the recipient of an award, other than a Common Unit grant, the right to receive an amount equal to the minimum quarterly distributions associated with the Common Units which are the subject of an award. All awards, except an outright grant of Common Units, are subject to forfeiture upon termination of an executive officer, employee or director for any reason unless the Compensation Committee establishes other criteria in the award grant. The 2014 Plan provides anti-dilution protection for the recipient of an award in the case of a reorganization, combination, exchange or extra-ordinary distribution of Common Units, a merger, consolidation or combination of the Partnership with another entity, or a “change of control” of the Partnership or the General Partner. The 2014 Plan remains in effect until December 31, 2023, unless sooner terminated by the Board of Directors of the General Partner in accordance with its terms. The 2014 Plan authorizes the issuance of up to 3,300,000 Common Units, subject to amendment to increase the amount of authorized Common Units. As a result of the grant of 1,350,000 Common Units to executive officers of the General Partner, Regional, and directors of the General Partner in May 2014, there are 1,950,000 Common Units remaining for issuance under the 2014 Plan as of March 31, 2015. | |
Each of the 2005 Plan and the 2014 Plan are administered by the Compensation Committee of the Board. In addition, the Board may exercise any authority of the Compensation Committee under the 2005 Plan. The Compensation Committee has broad discretion in issuing awards under either plan and amending or terminating either plan. Under the terms of the Partnership Agreement, no approval of either the 2005 Plan or the 2014 Plan by the Limited Partners of the Partnership is required. | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE G - COMMITMENTS AND CONTINGENCIES |
Legal Proceedings | |
We are involved with legal proceedings, lawsuits and claims in the ordinary course of our business. We believe that the liabilities, if any, ultimately resulting from such proceedings, lawsuits and claims should not materially affect its consolidated financial results. | |
Leases | |
Penske Truck Lease | |
Effective January 18, 2012, Regional entered into a Vehicle Maintenance Agreement (“Maintenance Agreement”) with Penske Truck Leasing Co., L. P. (“Penske”) for the maintenance of its owned tractor and trailer fleet. The Maintenance Agreement provides for (i) fixed servicing as described in the agreement, which is basically scheduled maintenance, at the fixed monthly rate for tractors and for trailers and (ii) additional requested services, such as tire replacement, mechanical repairs, physical damage repairs, towing and roadside service and the provision of substitute vehicles, at hourly rates and discounts set forth in the agreement. Pricing for the fixed services is subject to upward adjustment for each rise of at least one percent (1%) for the Consumer Price Index for All Urban Consumers for the United States published by the United States Department of Labor. The term of the Maintenance Agreement is 84 months from the date a vehicle is placed in service and subject to the agreement. Regional is obligated to maintain liability insurance coverage on all vehicles naming Penske as a co-insured and indemnifying Penske for any loss it or its representatives may incur in excess of the insurance coverage. Penske has the right to terminate the Maintenance Agreement for any breach by Regional upon 60 days written notice, including failure to pay timely all fees owing Penske, maintenance of Regional’s insurance obligation or any other breach of the terms of the agreement. | |
During April 2015, in connection with Regional’s sale of its owned tractor and trailer fleet (see Note N), Regional notified Penske that it was terminating the Maintenance Agreement with respect to the owned tractor and trailer fleet. | |
On February 17, 2012, Regional entered into a Vehicle Lease Service Agreement with Penske for the outsourcing of 20 new Volvo tractors (“Leased Tractors”) to be acquired by Penske and leased to Regional, and the outsourcing of the maintenance of the Leased Tractors to Penske (“Lease Agreement”). Under the terms of the Lease Agreement, Regional made a $90,000 deposit, the proceeds for which were obtained from the sale of six of Regional’s owned tractors, and will pay a monthly lease fee per tractor and monthly maintenance charge (“Maintenance Charge”) which is based on the actual miles driven by each Leased Tractor during each month. The Maintenance Charge covers all scheduled maintenance, including tires, to keep the Leased Tractors in good repair and operating condition. Any replacement parts and labor for repairs which are not ordinary wear and tear shall be in accordance with Penske fleet pricing, and such costs are subject to upward adjustment on the same terms as set forth in the Maintenance Agreement. Penske is also obligated to provide roadside service resulting from mechanical or tire failure. Penske will obtain all operating permits and licenses with respect to the use of the Leased Tractors by Regional. | |
The term of the Lease Agreement is for seven years. The Leased Tractors were delivered by Penske during May 2012 and June 2012. Under the terms of the Lease Agreement, Regional (i) may acquire any or all of the Leased Tractors after the first anniversary date of the Lease Agreement based on the non-depreciated value of the tractor and (ii) has the option after the first anniversary date of the Lease Agreement to terminate the lease arrangement with respect to as many as five of the Leased Tractors leased based on a documented downturn in business. On May 31, 2013, Regional notified Penske of its intent to terminate the lease arrangement effective June 15, 2013, for five tractors as provided for in the Lease Agreement as a result of the decline in Regional’s transportation business. In January 2015, Regional approached Penske about terminating the lease arrangement for an additional five tractors due to a continued decline in its hauling business. Penske agreed to terminate the lease for the five tractors at a cost of approximately $30,000 ($6,000 per tractor), which amount was paid in three monthly installments commencing in January 2015. In addition, five more tractors were turned in during April 2015 at a cost of $45,000 ($9,000 per tractor), which amount is payable in three monthly installments. As a result of these partial terminations, Regional now leases 5 tractors pursuant to the Lease Agreement (see Note N). Regional is obligated to maintain liability insurance coverage on all remaining vehicles covered by the Lease Agreement on the same basis as in the Maintenance Agreement. | |
MAJOR_CUSTOMERS_AND_CONCENTRAT
MAJOR CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK | 3 Months Ended |
Mar. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK | NOTE H – MAJOR CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK |
Major Customers | |
For the three months ended March 31, 2015, Suffolk Sales, MeadWestvaco Specialty Chemicals, Inc., and Associated Asphalt Hopewell, LLC, accounted for approximately 30%, 20% and 20% of Regional’s revenues, respectively, and approximately 20%, 49% and 1% of Regional’s accounts receivable, respectively. | |
Concentrations of Credit Risk | |
The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. We maintain cash balances in different financial institutions. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250,000 per institution. At March 31, 2015, we did not have any cash balances in financial institutions in excess of FDIC insurance coverage. Concentrations of credit risk with our accounts receivable are mitigated by our ongoing credit evaluations of its customers. | |
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE I — INCOME TAXES |
Federal Tax Liabilities | |
Failure to File Electronically and Delivery of Schedules K-1 to Unitholders | |
During November 2013, we received a notice from the IRS that we were liable for penalties (“2012 IRS Penalties”) of approximately $296,000 in connection with the late filing of the 2012 federal partnership tax return (“2012 Tax Return”) and approximately $142,000 in connection with failing to file the 2012 Tax Return electronically. During January 2014, we submitted an appeal to the IRS to have the 2012 IRS Penalties removed. On February 25, 2014, we received written notice from the IRS that the appeal of the late filing penalty was approved and the appeal of the failure to file the 2012 Tax Return electronically was denied. We believe that there existed reasonable cause for the Partnership’s failure to file the 2012 Tax Return electronically and as a result we intend to appeal the decision to deny. We have accrued a reserve of $142,000 in connection with the remaining 2012 IRS Penalties. | |
There can be no assurance that our request for relief from the remaining outstanding 2012 IRS Penalties will be approved by the IRS or that we will have adequate financial resources to pay the remaining outstanding 2012 IRS Penalties. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE J — RELATED PARTY TRANSACTIONS |
The General Partner has a legal duty to manage the Partnership in a manner beneficial to the Partnership’s Unitholders. However, the General Partner also has a legal duty to manage its affairs in a manner that benefit its members. This can create a conflict of interest between the Unitholders of the Partnership and the members of the General Partner. The Partnership Agreement provides certain requirements for the resolution of conflicts, but also limits the liability and reduces the fiduciary duties of the General Partner to the Unitholders. The Partnership Agreement also restricts the remedies available to Unitholders for actions that might otherwise constitute breaches of the General Partner’s fiduciary duty. | |
Advances from General Partner | |
All funds advanced to the Partnership by the General Partner since November 17, 2010 have been treated as a loan pursuant to the terms of an intercompany demand promissory note effective March 1, 2012, and amended during March 2014 and November 2014. The intercompany demand note provides for advances from time to time by the General Partner to the Partnership of up to $5,000,000. Repayment of such advances, together with accrued and unpaid interest, is to be made in 12 substantially equal quarterly installments starting with the quarter ended March 31, 2016. The note bears interest at 10% per annum. At March 31, 2015, the total amount owed to the General Partner by the Partnership, including accrued interest, was $4,922,000. | |
Intercompany Loans and Receivables | |
Regional Acquisition Funding | |
In connection with the Regional acquisition, on July 26, 2007 Regional issued to the Partnership a promissory note in the amount of $2,500,000 (“Central Promissory Note”) in order to provide the remaining funding needed to complete the acquisition of Regional. Interest on the Central Promissory Note is 10% annually and such interest is payable quarterly. The Central Promissory Note is due on demand. Regional has not made an interest payment on the Central Promissory Note since its inception. Interest is accruing but unpaid. The balance on the note at March 31, 2015 is $4,421,000. The payment of this amount is subordinated to the payment of the Hopewell Note by Regional. | |
Other Advances | |
In addition to the Central Promissory Note, there have been other intercompany net advances made from time to time from the Partnership and/or RVOP to Regional. These intercompany amounts were historically evidenced by book entries. Effective March 1, 2012, Regional and the Partnership entered into an intercompany demand promissory note incorporating all advances made as of December 31, 2010 and since that date. The note bears interest at the rate of 10% annually from January 1, 2011. At March 31, 2015, the intercompany balance owed by Regional to the Partnership and/or RVOP is approximately $3,369,000, which includes interest. This amount is due to the Partnership and RVOP on demand; however, as is the case with the Central Promissory Note, payment of these amounts is also subordinated to payment of the Hopewell Note by Regional. | |
Allocated Expenses Charged to Subsidiary | |
Regional is charged for direct expenses paid by the Partnership on its behalf, as well as its share of allocable overhead for expenses incurred by the Partnership which are indirectly attributable to Regional related activities. For the three months ended March 31, 2014 and 2015, Regional recorded allocable expenses of $65,000 and $43,000, respectively. | |
Reimbursement Agreements | |
Effective November 17, 2010, the Partnership moved its principal executive offices to Dallas, Texas. Pursuant to a month-to-month Reimbursement Agreement, from November 2010 through December 2013, the Partnership reimbursed AirNow Compression Systems, LTD (“Airnow”), an affiliate of Imad K. Anbouba, the General Partner’s Chief Executive Officer and President until November 2013, for the monthly payment of allocable “overhead costs,” which included rent, utilities, telephones, office equipment and furnishings attributable to the space utilized by employees of the General Partner. Effective December 31, 2013, in connection with the CEGP Investment and the resulting change in control of the General Partner, the Partnership moved its principal executive offices to another office location within Dallas, Texas that is leased from Katy Resources LLC (“Katy”), an entity controlled by G. Thomas Graves III, the Chairman of the Board of the General Partner. As a result, the Reimbursement Agreement with Airnow was terminated and the Partnership entered into a new reimbursement agreement with Katy on a month-to-month basis for reimbursement of allocable “overhead costs” and can be terminated by either party on 30 day’s advance written notice. | |
Effective January 1, 2011, the Partnership entered into an identical agreement with Rover Technologies LLC, a limited liability company affiliated with Ian Bothwell, the General Partner’s Executive Vice President and the President of Regional, located in Manhattan Beach, California. Mr. Bothwell is a resident of California and lives in Manhattan Beach. Since June 2012, Regional has been directly charged for its allocated portion of Rover Technologies LLC’s expenses. In connection with the CEGP Investment, the Partnership reimbursed Rover Technologies LLC for the outstanding unpaid overhead costs associated with this agreement as of the closing date of the CEGP Investment. For the three months ended March 31, 2014 and 2015, expenses billed in connection with the Katy and Rover agreements were $22,000 and $18,000, respectively. | |
REALIZATION_OF_ASSETS
REALIZATION OF ASSETS | 3 Months Ended |
Mar. 31, 2015 | |
Realization of Assets Disclosure [Abstract] | |
REALIZATION OF ASSETS | NOTE K — REALIZATION OF ASSETS |
Our unaudited consolidated balance sheets have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern. However, currently the General Partner’s cash reserves are limited and the remaining available amounts (approximately $530,000 at May 6, 2015) are intended to be used to fund the Partnership’s ongoing working capital requirements, including necessary funding of working capital for Regional. In connection with the Hopewell Note, Regional is currently required to make equal monthly payments of $56,000 (principal and interest) each month starting January 2015 until March 2016 at which time a balloon payment of $2,044,000 will be due. Payments under the Hopewell Note could be accelerated in the event of a default. The amount of penalties related to the remaining 2012 Tax Return are $142,000 and will be required to be paid if the Partnership’s appeal is unsuccessful. Since the closing of the CEGP Investment, Messrs. Denman, Graves and Weir have agreed to forego receipt of any compensation as a result of concerns over the Partnership’s and the General Partner’s available cash resources. In addition, during December 2013, the President of Regional agreed to have a portion of his annual salary paid on each anniversary of his employment agreement. All of Central’s assets are pledged as collateral for the Hopewell Loan, and therefore, Central is unable to obtain additional financing collateralized by those assets without repayment of the Hopewell Loan. In addition, the Partnership has obligations under existing registration rights agreements. These rights may be a deterrent to any future equity financings. | |
In March 2015, management determined that it was in the best interest of the Partnership to terminate Regional’s hauling business due to continuing losses from its operations. As a result, Regional sold all of its owned hauling equipment assets (see Note N below) and agreed to return its remaining ten leased tractors to Penske. Five tractors were returned to Penske during April 2015 at a cost of $45,000 ($9,000 per tractor), which amount is payable in three monthly installments. Regional is in discussions with the lessor of its remaining seven leased tanker trailers regarding termination of that lease. | |
In view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheet assumes that (1) Regional does not continue to experience any significant disruptions in storage revenues resulting from the timing of termination of storage tank lease agreements and identifying replacement customers and/or disruptions resulting from the performance of maintenance, improvements or repairs on its facilities, (2) the Partnership identifies an accretive acquisition opportunity to replace the reduced revenues of Regional, (3) obligations to the Partnership’s or Regional’s creditors are not accelerated, (4) there is adequate funding available to Regional to complete required maintenance, improvements and repairs to its facilities, (5) the Partnership’s and Regional’s operating expenses remain at current levels, (6) Regional obtains additional working capital to meet its contractual commitments through future advances by the Partnership or a refinancing of the Hopewell Loan, and/or (7) the Partnership is able to receive future distributions from Regional or future advances from the General Partner in amounts necessary to fund working capital until an acquisition or other financing transaction is completed by the Partnership. | |
There is no assurance that the Partnership and/or Regional will be able to complete an accretive acquisition transaction or otherwise obtain sufficient working capital to cover ongoing cash requirements. Without sufficient cash reserves, the Partnership’s ability to pursue additional acquisition transactions will be adversely impacted. As of May 6, 2015, Central had only $530,000 of available cash to meet its capital needs. Furthermore, despite significant effort, the Partnership has thus far been unsuccessful in completing an acquisition transaction. There can be no assurance that the Partnership will be able to complete an accretive acquisition or otherwise find additional sources of working capital. If an acquisition transaction cannot be completed or if additional funds cannot otherwise be raised, the Partnership and/or Regional would be required to seek other alternatives which could include the sale of additional assets, closure of operations and/or protection under U.S. bankruptcy laws. | |
401K
401K | 3 Months Ended |
Mar. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
401K | NOTE L - 401K |
Regional sponsors a defined contribution retirement plan (“401(k) Plan”) covering all eligible employees effective November 1, 1988. The 401(k) Plan allows eligible employees to contribute, subject to Internal Revenue Service limitations on total annual contributions, up to 60% of their compensation as defined in the 401(k) Plan, to various investment funds. Regional matches, on a discretionary basis, 50% of the first 6% of employee contributions. Furthermore, Regional may make additional contributions on a discretionary basis at the end of the Plan year for all eligible employees. | |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
SEGMENT INFORMATION | NOTE M - SEGMENT INFORMATION | |||||||
We report segment information in accordance with ASC 280. Under ASC 280, all publicly traded companies are required to report certain information about the operating segments, products, services and geographical areas in which they operate and their major customers. Operating segments are components of a company for which separate financial information is available that is evaluated regularly by management in deciding how to allocate resources and assess performance. This information is reported on the basis that it is used internally for evaluating segment performance. We had only one operating segment (transportation and terminaling business of Regional) during the three months ended March 31, 2014 and 2015. The following are amounts related to the transportation and terminaling business included in the accompanying consolidated financial statements for the three months ended March 31, 2014 and 2015 and at December 31, 2014 and March 31, 2015: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2015 | |||||||
Revenue from external customers | $ | 1,297,000 | $ | 909,000 | ||||
Interest expense | $ | 196,000 | $ | 211,000 | ||||
Depreciation and amortization | $ | 137,000 | $ | 151,000 | ||||
Income tax (expense) | $ | - | $ | - | ||||
Net (loss) | $ | -190,000 | $ | -586,000 | ||||
December 31, | March 31, | |||||||
2014 | 2015 | |||||||
Total assets | $ | 8,224,000 | $ | 8,129,000 | ||||
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE N – SUBSEQUENT EVENT |
Sale of Hauling Equipment Assets | |
During April 2015, Regional sold all of its owned hauling equipment assets consisting of 41 tankers and 5 tractors for proceeds totaling $715,000 (“Sale”). As a result of the Sale, Regional’s remaining hauling equipment consists of five leased tractors from Penske and seven leased tankers. Regional expects that it will cease all trucking related operations during the quarter ended June 30, 2015 and that it will be responsible for costs associated with early termination of the leases. Regional estimates that the cost to turn in the remaining five leased Penske tractors will be approximately $80,000 (“Lease Termination Costs”). Regional expects that deposits currently held by Penske to secure payment obligations of under the Penske Lease of $90,000 will be returned to Regional once all payments owing to Penske, including the Lease Termination Costs, have been paid. The proceeds from the Sale were used for working capital. In connection with the Sale, Regional obtained a release from Hopewell to complete the Sale and to utilize the proceeds for working capital. During the quarter ended June 30, 2015, Regional estimates it will record a gain of approximately $256,000 before taxes in connection with the Sale. | |
BASIS_OF_PRESENTATION_AND_SIGN1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
The accompanying consolidated financial statements include the Partnership and its only operating subsidiary, Regional. We have two other subsidiaries that have no operations – Rio Vista Operating Partnership, LP (“RVOP”) and Rio Vista Operating GP LLC. All significant intercompany accounts and transactions are eliminated. | |
The unaudited consolidated balance sheet as of March 31, 2015, the unaudited consolidated statements of operations and statements of cash flows for the three months ended March 31, 2014 and 2015 and the unaudited consolidated statement of partners’ deficit for the three months ended March 31, 2015, have been prepared by us without audit. In our opinion, the unaudited consolidated financial statements include all adjustments (which include only normal recurring adjustments) necessary to present fairly the unaudited consolidated financial position as of March 31, 2015, the unaudited consolidated results of operations and the unaudited consolidated statements of cash flows for the three months ended March 31, 2014 and 2015 and the unaudited consolidated statement of partners’ deficit for the three months ended March 31, 2015. | |
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission. | |
Certain reclassifications have been made to prior period balances to conform in the current presentation. All reclassifications have been consistently applied to the periods presented. | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material. | |
Cash Equivalents | Cash Equivalents |
We consider all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. | |
Financial Instruments | Financial Instruments |
The fair values of our financial instruments, which may include cash, accounts receivable, accounts payable and long-term debt, approximate their carrying amounts. | |
Environmental Obligations | Environmental Obligations |
We are subject to various federal, state and local laws and regulations relating to the protection of the environment. We have established procedures for the ongoing evaluation of our operations, to identify potential environmental exposures, and to comply with regulatory policies and procedures. We account for environmental contingencies in accordance with ASC 450. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and do not contribute to current or future revenue generation, are expensed. Liabilities for environmental contingencies are recorded when environmental assessments and/or clean-ups are probable and the costs can be reasonably estimated. We maintain insurance which may cover in whole or in part certain types of environmental contingencies. For the quarters ended March 31, 2014 and 2015, we had no environmental contingencies requiring specific disclosure or the recording of a liability. | |
Unit Based Compensation | Unit Based Compensation |
We may issue options, warrants, rights or appreciation rights with respect to Common Units for any Partnership purpose, including to non-employees for goods and services and to acquire or extend debt, without approval of the Limited Partners. We apply the provisions of ASC 505 to account for such transactions. ASC 505 requires that such transactions be accounted for at fair value. If the fair value of the goods and services or debt related transactions are not readily measurable, the fair value of the options, warrants, rights or appreciation rights is used to account for such transactions. We did not record any unit-based payment costs for non-employees for the three months ended March 31, 2014 and 2015 under the fair-value provisions of ASC 505. | |
The Partnership applies ASC 718 for options, Common Units or other equity-based grants to our employees and directors of the General Partner. ASC 718 requires measurement of all employee unit-based payment awards using a fair-value method and recording of such expense in the consolidated financial statements over the requisite service period. The fair value concepts have not changed significantly in ASC 718; however, in adopting this standard, companies must choose among alternative valuation models and amortization assumptions. After assessing alternative valuation models and amortization assumptions, we will continue using both the Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each separately vesting portion of the grant. We recorded equity-based costs for employees and directors of zero and $9,000, respectively, during the quarters ended March 31, 2014 and 2015 under the fair value provisions of ASC718. See “Note F – Unit Options and Equity Incentive Plan – Incentive Plans” below for information regarding equity-based grant authorizations made during the quarter ended March 31, 2015, none of which have been issued. | |
LOSS_PER_COMMON_UNIT_Tables
LOSS PER COMMON UNIT (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Earnings Per Share [Abstract] | |||||||||||
Reconciliations From Net Loss Per Common Unit to Loss Per Common Unit Assuming Dilution | . The following tables present reconciliations from net loss per Common Unit to net loss per Common Unit assuming dilution (see Note F – Unit Options and Equity Incentive Plan): | ||||||||||
For the three months ended March 31, 2014 | |||||||||||
(Loss) | Units | ||||||||||
(Numerator) | (Denominator) | Per-Unit Amount | |||||||||
Net (loss) available to the Common Units | $ | -306,000 | |||||||||
Basic EPS | |||||||||||
Net (loss) available to the Common Units | -306,000 | 19,066,482 | $ | -0.02 | |||||||
Effect of Dilutive Securities | |||||||||||
Options | — | — | |||||||||
Diluted EPS | |||||||||||
Net (loss) available to the Common Units | N/A | N/A | N/A | ||||||||
For the three months ended March 31, 2015 | |||||||||||
(Loss) | Units | Per-Unit | |||||||||
(Numerator) | (Denominator) | Amount | |||||||||
Net (loss) available to the Common Units | $ | -649,000 | |||||||||
Basic EPS | |||||||||||
Net (loss) available to the Common Units | -649,000 | 19,591,482 | $ | -0.03 | |||||||
Effect of Dilutive Securities | |||||||||||
Options | — | — | |||||||||
Diluted EPS | |||||||||||
Net (loss) available to the Common Units | N/A | N/A | N/A | ||||||||
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment | December 31, | March 31, | ||||||
2014 | 2015 | |||||||
Land | $ | 515,000 | $ | 514,000 | ||||
Terminal and improvements | 5,826,000 | 5,848,000 | ||||||
Automotive equipment | 1,297,000 | 1,297,000 | ||||||
7,638,000 | 7,659,000 | |||||||
Less: accumulated depreciation and amortization | -4,168,000 | -4,318,000 | ||||||
$ | 3,470,000 | $ | 3,341,000 | |||||
DEBT_OBLIGATIONS_Tables
DEBT OBLIGATIONS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
DEBT OBLIGATIONS | December 31, | March 31, | ||||||
2014 | 2015 | |||||||
Long-term debt obligations were as follows: | ||||||||
Hopewell Note | $ | 2,500,000 | $ | 2,439,000 | ||||
- | - | |||||||
2,500,000 | 2,439,000 | |||||||
Less current portion | 2,112,000 | 2,439,000 | ||||||
$ | 388,000 | $ | - | |||||
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
SEGMENT INFORMATION | The following are amounts related to the transportation and terminaling business included in the accompanying consolidated financial statements for the three months ended March 31, 2014 and 2015 and at December 31, 2014 and March 31, 2015: | |||||||
Three Months Ended March 31, | ||||||||
2014 | 2015 | |||||||
Revenue from external customers | $ | 1,297,000 | $ | 909,000 | ||||
Interest expense | $ | 196,000 | $ | 211,000 | ||||
Depreciation and amortization | $ | 137,000 | $ | 151,000 | ||||
Income tax (expense) | $ | - | $ | - | ||||
Net (loss) | $ | -190,000 | $ | -586,000 | ||||
December 31, | March 31, | |||||||
2014 | 2015 | |||||||
Total assets | $ | 8,224,000 | $ | 8,129,000 | ||||
BASIS_OF_PRESENTATION_AND_SIGN2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Additional Information) (Details) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2015 | Nov. 26, 2013 | Mar. 31, 2014 | Nov. 17, 2010 | |
Organization Consolidation and Presentation Of Financial Statements Disclosure [Line Items] | ||||
Percentage Of Ownership Of Outstanding Common Shares Or Any Class Of Shares After Amendment Of Articles Of Incorporation | 98.00% | |||
Percentage Of Ownership Interests Sold | 100.00% | |||
Number Of Subsidiaries | 2 | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 2.00% | |||
General Partner [Member] | ||||
Organization Consolidation and Presentation Of Financial Statements Disclosure [Line Items] | ||||
Common Unit Purchased | 3,000,000 | |||
Membership Interests Ownership Percentage | 55.00% | |||
General Partner [Member] | Common Units [Member] | ||||
Organization Consolidation and Presentation Of Financial Statements Disclosure [Line Items] | ||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 15.30% | |||
Employees and Directors [Member] | ||||
Organization Consolidation and Presentation Of Financial Statements Disclosure [Line Items] | ||||
Limited Liability Company (LLC) Members Equity, Unit-based Compensation | 9,000 | $0 | ||
Central Energy Partners LP [Member] | ||||
Organization Consolidation and Presentation Of Financial Statements Disclosure [Line Items] | ||||
Common Unit, Issued | 12,724,019 | |||
ship Interest Issued Of General Partner | 150,000 | |||
Common Unit, Issuance Value | $3,950,000 | |||
Penn Octane Corporation [Member] | ||||
Organization Consolidation and Presentation Of Financial Statements Disclosure [Line Items] | ||||
Percentage Of Ownership Interests Sold | 100.00% |
PARTNERS_DEFICIT_Additional_In
PARTNERS' DEFICIT (Additional Information) (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Limited Partners' Capital Account [Line Items] | |
Percentage Of Ownership Of Outstanding Common Shares Or Any Class Of Shares After Amendment Of Articles Of Incorporation | 98.00% |
Percentage Of Ownership Interests Sold | 100.00% |
Common Unit, Outstanding | 19,591,482 |
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 2.00% |
LOSS_PER_COMMON_UNIT_Reconcili
LOSS PER COMMON UNIT (Reconciliations From Net Loss Per Common Unit to Loss Per Common Unit Assuming Dilution) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Net (loss) available to the Common Units | ($649,000) | ($306,000) |
Basic EPS | ||
Net (loss) available to the Common Units, Basic | -649,000 | -306,000 |
Weighted average common units outstanding, Basic | 19,591,482 | 190,664,822 |
Net (loss) per common unit, Basic | ($0.03) | ($0.02) |
Effect of Dilutive Securities | ||
Options | 0 | 0 |
Options (in shares) | 0 | 0 |
Diluted EPS | ||
Net (loss) available to the Common Units, Diluted | ||
Weighted average common Units Outstanding, Diluted | ||
Net Income (Loss), Common Unit, Diluted |
PROPERTY_PLANT_AND_EQUIPMENT_D
PROPERTY, PLANT AND EQUIPMENT (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Property Plant and Equipment [Line Items] | ||
Land | $514,000 | $515,000 |
Terminal and improvements | 5,848,000 | 5,826,000 |
Automotive equipment | 1,297,000 | 1,297,000 |
Property, Plant and Equipment, Gross, Total | 7,659,000 | 7,638,000 |
Less: accumulated depreciation and amortization | -4,318,000 | -4,168,000 |
Property, plant and equipment - net | $3,341,000 | $3,470,000 |
PROPERTY_PLANT_AND_EQUIPMENT_A
PROPERTY, PLANT AND EQUIPMENT - Additional Information (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense of property, plant and equipment | $151,000 | $137,000 |
DEBT_OBLIGATIONS_Debt_Obligati
DEBT OBLIGATIONS (Debt Obligations) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Long-term debt obligations | $2,439,000 | $2,500,000 |
Less current portion | 2,439,000 | 388,000 |
Long-term debt obligations | 0 | 2,112,000 |
Hopewell Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt obligations | $2,439,000 | $2,500,000 |
DEBT_OBLIGATIONS_Additional_In
DEBT OBLIGATIONS (Additional Information) (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | |||
Mar. 26, 2013 | Jul. 19, 2013 | Mar. 20, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 19, 2016 | |
Debt Instrument [Line Items] | ||||||
Long-term debt obligations | $2,439,000 | $2,500,000 | ||||
Hopewell Loan Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Periodic Payment, Principal | 56,000 | |||||
Long-term debt obligations | 2,500,000 | |||||
Proceeds From (Repayments Of) Notes Payable | 252,000 | 250,000 | 1,998,000 | |||
Hopewell Loan Agreement [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Fixed annual rate of intrest | 12.00% | |||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $2,044,000 |
UNIT_OPTIONS_AND_EQUITY_INCENT1
UNIT OPTIONS AND EQUITY INCENTIVE PLAN (Additional Information) (Details) | 1 Months Ended | ||
31-May-14 | Mar. 09, 2005 | Mar. 31, 2015 | |
2005 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units, authorized | 750,000 | ||
2014 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common units, available for issuance | 1,950,000 | ||
Common Units Authorized Subject To Amendment To Increase Authorized Common Units | 3,300,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,350,000 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) (Regional Enterprises, Inc. [Member], USD $) | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended |
Jan. 31, 2012 | Jun. 15, 2013 | Feb. 17, 2012 | Mar. 31, 2015 | Apr. 30, 2015 | |
Maintenance Agreements [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Upward price adjustment percentage | 1.00% | ||||
Lease Agreements [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Number of tractors leased | 5 | 20 | |||
Amount of security deposit provided from the sale of tractors | $90,000 | ||||
Total Cost Estimated | 30,000 | ||||
Estimated Cost of Tractors | 6,000 | ||||
Lease Agreements [Member] | Subsequent Event [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Total Cost Estimated | 45,000 | ||||
Estimated Cost of Tractors | $9,000 |
MAJOR_CUSTOMERS_AND_CONCENTRAT1
MAJOR CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK (Additional Information) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Concentration Risk [Line Items] | |
Cash, FDIC Insured Amount | 250,000 |
Suffolk Sales [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk Receivables Single Customer Percentage | 20.00% |
Suffolk Sales [Member] | Sales Revenue, Net [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 30.00% |
Suffolk Sales [Member] | Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 20.00% |
MeadWestVaco Specialty Chemicals Inc [Member] | Sales Revenue, Net [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 20.00% |
MeadWestVaco Specialty Chemicals Inc [Member] | Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 1.00% |
Associated Asphalt Hopewell, LLC [Member] | Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 49.00% |
INCOME_TAXES_Additional_Inform
INCOME TAXES (Additional Information) (Details) (USD $) | 1 Months Ended | |
Nov. 30, 2013 | Mar. 31, 2015 | |
Tax Year 2012 [Member] | ||
Income Taxes [Line Items] | ||
Income Tax Examination, Penalties Accrued | $142,000 | |
Internal Revenue Service (IRS) [Member] | Late Filing Of 2012 Federal Partnership Tax Return [Member] | ||
Income Taxes [Line Items] | ||
Income Tax Examination, Penalties Expense | 296,000 | |
Internal Revenue Service (IRS) [Member] | Failed To File 2012 Tax Return Electronically [Member] | ||
Income Taxes [Line Items] | ||
Income Tax Examination, Penalties Expense | $142,000 |
RELATED_PARTY_TRANSACTIONS_Add
RELATED PARTY TRANSACTIONS - Additional Information (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2011 | Jul. 26, 2007 | |
Related Party Transaction [Line Items] | ||||
Amounts paid under reimbursement agreements | $18,000 | $22,000 | ||
Debt instrument, carrying amount | 4,421,000 | |||
Allocated Partnership Expenses Charged To Subsidiary | 43,000 | 65,000 | ||
Partnership And RVOP Member [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument, interest rate | 10.00% | |||
Notes Payable, Related Parties | 3,369,000 | |||
Regional Enterprises, Inc. [Member] | Central Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument, face amount | 2,500,000 | |||
Debt instrument, interest rate | 10.00% | |||
General Partner [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest rate on note | 10.00% | |||
Advances from General Partner | 4,922,000 | |||
General Partner [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Maximum Amount Allowed To Be Advanced By General Partner To Partnership | $5,000,000 |
REALIZATION_OF_ASSETS_Addition
REALIZATION OF ASSETS - Additional Information (Details) (USD $) | 3 Months Ended | 1 Months Ended | ||||
Mar. 31, 2015 | Apr. 30, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | 6-May-15 | |
Limited Partners' Capital Account [Line Items] | ||||||
Cash | $106,000 | $67,000 | $94,000 | $103,000 | ||
Tax Year 2012 [Member] | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Income Tax Examination, Penalties Accrued | 142,000 | |||||
March 2016 [Member] | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 2,044,000 | |||||
Monthly Payments [Member] | March 2016 [Member] | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Debt Instrument, Periodic Payment | 56,000 | |||||
Subsequent Event [Member] | Lease Agreements [Member] | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Total Cost Estimated | 45,000 | |||||
Estimated Cost of Tractors | 9,000 | |||||
Subsequent Event [Member] | General Partner [Member] | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Cash | 530,000 | |||||
Central Energy Partners LP [Member] | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Cash | $530,000 |
401K_Additional_Information_De
401K - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Four Zero One K Discretionary Match | 50.00% |
Employer Percentage Match Contribution Of Eligible Compensation Upto Maximum Annual Contribution | 6.00% |
Percentage Of Maximum Contribution Of Employees | 60.00% |
SEGMENT_INFORMATION_Amounts_Re
SEGMENT INFORMATION (Amounts Related to Transportation and Terminating Business) (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Revenue from external customers | $909,000 | $1,297,000 | |
Interest expense | 195,000 | 100,000 | |
Depreciation and amortization | 151,000 | 137,000 | |
Income tax (expense) | 0 | 0 | |
Net (loss) | -662,000 | -312,000 | |
Total assets | 8,129,000 | 8,224,000 | |
Transportation and Terminaling Business [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 909,000 | 1,297,000 | |
Interest expense | 211,000 | 196,000 | |
Depreciation and amortization | 151,000 | 137,000 | |
Income tax (expense) | 0 | 0 | |
Net (loss) | -586,000 | -190,000 | |
Total assets | $8,129,000 | $8,224,000 |
SUBSEQUENT_EVENT_Additional_In
SUBSEQUENT EVENT - Additional Information (Details) (Subsequent Event [Member], USD $) | 1 Months Ended | 6 Months Ended |
Apr. 30, 2015 | Jun. 30, 2015 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Sale of Owned Assets | $715,000 | |
Gain from Disposal of Discontinued Operation, before Income Tax | 256,000 | |
Lease Termination Costs | 80,000 | |
Payment Obligations | $90,000 |