Supplemental Guarantor / Non-Guarantor Financial Information | 9 Months Ended |
Sep. 30, 2013 |
Supplemental Guarantor / Non-Guarantor Financial Information [Abstract] | ' |
Supplemental Guarantor / Non-Guarantor Financial Information | ' |
Supplemental Guarantor/Non-Guarantor Financial Information |
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Obligations of HEP (“Parent”) under the Senior Notes have been jointly and severally guaranteed by each of its direct and indirect 100% owned subsidiaries (“Guarantor Subsidiaries”). These guarantees are full and unconditional, subject to certain customary release provisions. These circumstances include (i) when a Guarantor Subsidiary is sold or sells all or substantially all of its assets, (ii) when a Guarantor Subsidiary is declared “unrestricted” for covenant purposes, (iii) when a Guarantor Subsidiary's guarantee of other indebtedness is terminated or released and (iv) when the requirements for legal defeasance or covenant defeasance or to discharge the Senior Notes have been satisfied. |
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The following financial information presents condensed consolidating balance sheets, statements of comprehensive income, and statements of cash flows of the Parent, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries. The information has been presented as if the Parent accounted for its ownership in the Guarantor Subsidiaries using the equity method of accounting. |
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Prior period amounts have been recast to include UNEV operations acquired July 12, 2012, as if it had been acquired January 1, 2012. This treatment is required as the transactions were between entities under common control. Additionally, certain reclassifications for prior periods have been made to conform to current year presentation. |
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Condensed Consolidating Balance Sheet |
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September 30, 2013 | | Parent | | Guarantor | | Non-Guarantor Non-Restricted Subsidiaries | | Eliminations | | Consolidated | |
Restricted Subsidiaries | |
| | (In thousands) | |
ASSETS | | | | | | | | | | | |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 2 | | | $ | 6,331 | | | $ | 4,887 | | | $ | — | | | $ | 11,220 | | |
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Accounts receivable | | — | | | 31,489 | | | 4,919 | | | (532 | ) | | 35,876 | | |
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Intercompany accounts receivable (payable) | | (24,584 | ) | | 24,584 | | | — | | | — | | | — | | |
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Prepaid and other current assets | | 440 | | | 2,735 | | | 1,164 | | | — | | | 4,339 | | |
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Total current assets | | (24,142 | ) | | 65,139 | | | 10,970 | | | (532 | ) | | 51,435 | | |
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Properties and equipment, net | | — | | | 558,267 | | | 392,297 | | | — | | | 950,564 | | |
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Investment in subsidiaries | | 857,101 | | | 294,431 | | | — | | | (1,151,532 | ) | | — | | |
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Transportation agreements, net | | — | | | 89,386 | | | — | | | — | | | 89,386 | | |
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Goodwill | | — | | | 256,498 | | | — | | | — | | | 256,498 | | |
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Investment in SLC Pipeline | | — | | | 24,966 | | | — | | | — | | | 24,966 | | |
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Other assets | | 1,718 | | | 7,805 | | | — | | | — | | | 9,523 | | |
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Total assets | | $ | 834,677 | | | $ | 1,296,492 | | | $ | 403,267 | | | $ | (1,152,064 | ) | | $ | 1,382,372 | | |
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LIABILITIES AND PARTNERS’ EQUITY | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 12,318 | | | $ | 1,215 | | | $ | (532 | ) | | $ | 13,001 | | |
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Accrued interest | | 2,229 | | | 51 | | | — | | | — | | | 2,280 | | |
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Deferred revenue | | — | | | 6,020 | | | 6,407 | | | — | | | 12,427 | | |
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Accrued property taxes | | — | | | 2,302 | | | 2,907 | | | — | | | 5,209 | | |
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Other current liabilities | | 458 | | | 1,932 | | | 18 | | | — | | | 2,408 | | |
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Total current liabilities | | 2,687 | | | 22,623 | | | 10,547 | | | (532 | ) | | 35,325 | | |
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| | | | | | | | | | | |
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Long-term debt | | 444,391 | | | 365,000 | | | — | | | — | | | 809,391 | | |
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Other long-term liabilities | | 89 | | | 13,405 | | | 145 | | | — | | | 13,639 | | |
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Deferred revenue | | — | | | 19,835 | | | — | | | — | | | 19,835 | | |
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Class B unit | | — | | | 18,528 | | | — | | | — | | | 18,528 | | |
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Equity - partners | | 387,510 | | | 857,101 | | | 392,575 | | | (1,249,676 | ) | | 387,510 | | |
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Equity - noncontrolling interest | | — | | | — | | | — | | | 98,144 | | | 98,144 | | |
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Total liabilities and partners’ equity | | $ | 834,677 | | | $ | 1,296,492 | | | $ | 403,267 | | | $ | (1,152,064 | ) | | $ | 1,382,372 | | |
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Condensed Consolidating Balance Sheet |
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December 31, 2012 | | Parent | | Guarantor | | Non-Guarantor Non-Restricted Subsidiaries | | Eliminations | | Consolidated | |
Restricted Subsidiaries | |
| | (In thousands) | |
ASSETS | | | | | | | | | | | |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 2 | | | $ | 823 | | | $ | 4,412 | | | $ | — | | | $ | 5,237 | | |
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Accounts receivable | | — | | | 32,319 | | | 6,401 | | | — | | | 38,720 | | |
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Intercompany accounts receivable (payable) | | 42,194 | | | (42,194 | ) | | — | | | — | | | — | | |
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Prepaid and other current assets | | 224 | | | 2,395 | | | 1,000 | | | — | | | 3,619 | | |
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Total current assets | | 42,420 | | | (6,657 | ) | | 11,813 | | | — | | | 47,576 | | |
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Properties and equipment, net | | — | | | 563,701 | | | 396,834 | | | — | | | 960,535 | | |
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Investment in subsidiaries | | 763,569 | | | 300,607 | | | — | | | (1,064,176 | ) | | — | | |
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Transportation agreements, net | | — | | | 94,596 | | | — | | | — | | | 94,596 | | |
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Goodwill | | — | | | 256,498 | | | — | | | — | | | 256,498 | | |
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Investment in SLC Pipeline | | — | | | 25,041 | | | — | | | — | | | 25,041 | | |
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Other assets | | 1,154 | | | 8,710 | | | — | | | — | | | 9,864 | | |
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Total assets | | $ | 807,143 | | | $ | 1,242,496 | | | $ | 408,647 | | | $ | (1,064,176 | ) | | $ | 1,394,110 | | |
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LIABILITIES AND PARTNERS’ EQUITY | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 10,745 | | | $ | 1,285 | | | $ | — | | | $ | 12,030 | | |
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Accrued interest | | 10,198 | | | 28 | | | — | | | — | | | 10,226 | | |
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Deferred revenue | | — | | | 3,319 | | | 5,582 | | | — | | | 8,901 | | |
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Accrued property taxes | | — | | | 1,923 | | | 765 | | | — | | | 2,688 | | |
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Other current liabilities | | 563 | | | 1,274 | | | 68 | | | — | | | 1,905 | | |
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Total current liabilities | | 10,761 | | | 17,289 | | | 7,700 | | | — | | | 35,750 | | |
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Long-term debt | | 443,674 | | | 421,000 | | | — | | | — | | | 864,674 | | |
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Other long-term liabilities | | 55 | | | 15,241 | | | 137 | | | — | | | 15,433 | | |
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Deferred revenue | | — | | | 11,494 | | | — | | | — | | | 11,494 | | |
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Class B unit | | — | | | 13,903 | | | — | | | — | | | 13,903 | | |
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Equity - partners | | 352,653 | | | 763,569 | | | 400,810 | | | (1,164,379 | ) | | 352,653 | | |
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Equity - noncontrolling interest | | — | | | — | | | — | | | 100,203 | | | 100,203 | | |
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Total liabilities and partners’ equity | | $ | 807,143 | | | $ | 1,242,496 | | | $ | 408,647 | | | $ | (1,064,176 | ) | | $ | 1,394,110 | | |
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Condensed Consolidating Statement of Comprehensive Income |
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Three Months Ended September 30, 2013 | | Parent | | Guarantor Restricted | | Non-Guarantor Non-restricted Subsidiaries | | Eliminations | | Consolidated | |
Subsidiaries | |
| | (In thousands) | |
Revenues: | | | | | | | | | | | |
Affiliates | | $ | — | | | $ | 62,903 | | | $ | 2,930 | | | $ | (310 | ) | | $ | 65,523 | | |
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Third parties | | — | | | 10,644 | | | 1,556 | | | — | | | 12,200 | | |
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| | — | | | 73,547 | | | 4,486 | | | (310 | ) | | 77,723 | | |
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Operating costs and expenses: | | | | | | | | | | | |
Operations | | — | | | 19,501 | | | 2,495 | | | (310 | ) | | 21,686 | | |
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Depreciation and amortization | | — | | | 15,867 | | | 3,582 | | | — | | | 19,449 | | |
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General and administrative | | 752 | | | 1,663 | | | — | | | — | | | 2,415 | | |
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| | 752 | | | 37,031 | | | 6,077 | | | (310 | ) | | 43,550 | | |
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Operating income (loss) | | (752 | ) | | 36,516 | | | (1,591 | ) | | — | | | 34,173 | | |
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Equity in earnings (loss) of subsidiaries | | 30,890 | | | (1,191 | ) | | — | | | (29,699 | ) | | — | | |
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Equity in earnings of SLC Pipeline | | — | | | 835 | | | — | | | — | | | 835 | | |
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Interest expense | | (8,253 | ) | | (3,563 | ) | | — | | | — | | | (11,816 | ) | |
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Interest income | | — | | | 2 | | | 1 | | | — | | | 3 | | |
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Loss on sale of assets | | — | | | (159 | ) | | — | | | — | | | (159 | ) | |
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Other | | — | | | 61 | | | — | | | — | | | 61 | | |
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| | 22,637 | | | (4,015 | ) | | 1 | | | (29,699 | ) | | (11,076 | ) | |
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Income (loss) before income taxes | | 21,885 | | | 32,501 | | | (1,590 | ) | | (29,699 | ) | | 23,097 | | |
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State income tax expense | | — | | | (40 | ) | | — | | | — | | | (40 | ) | |
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Net income (loss) | | 21,885 | | | 32,461 | | | (1,590 | ) | | (29,699 | ) | | 23,057 | | |
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Allocation of net income attributable to noncontrolling interests | | — | | | — | | | — | | | (1,172 | ) | | (1,172 | ) | |
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Net income (loss) attributable to Holly Energy Partners | | 21,885 | | | 32,461 | | | (1,590 | ) | | (30,871 | ) | | 21,885 | | |
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Other comprehensive income | | (1,097 | ) | | (1,097 | ) | | — | | | 1,097 | | | (1,097 | ) | |
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Comprehensive income (loss) | | $ | 20,788 | | | $ | 31,364 | | | $ | (1,590 | ) | | $ | (29,774 | ) | | $ | 20,788 | | |
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Condensed Consolidating Statement of Comprehensive Income |
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Three Months Ended September 30, 2012 | | Parent | | Guarantor | | Non-Guarantor Non-Restricted Subsidiaries | | Eliminations | | Consolidated | |
Restricted Subsidiaries | |
| | (In thousands) | |
Revenues: | | | | | | | | | | | |
Affiliates | | $ | — | | | $ | 60,848 | | | $ | 1,542 | | | $ | (275 | ) | | $ | 62,115 | | |
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Third parties | | — | | | 10,529 | | | 1,410 | | | — | | | 11,939 | | |
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| | — | | | 71,377 | | | 2,952 | | | (275 | ) | | 74,054 | | |
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Operating costs and expenses: | | | | | | | | | | | |
Operations | | — | | | 20,105 | | | 2,902 | | | (275 | ) | | 22,732 | | |
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Depreciation and amortization | | — | | | 10,771 | | | 3,580 | | | — | | | 14,351 | | |
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General and administrative | | 743 | | | 656 | | | — | | | — | | | 1,399 | | |
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| | 743 | | | 31,532 | | | 6,482 | | | (275 | ) | | 38,482 | | |
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Operating income (loss) | | (743 | ) | | 39,845 | | | (3,530 | ) | | — | | | 35,572 | | |
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Equity in earnings (loss) of subsidiaries | | 32,186 | | | (2,645 | ) | | — | | | (29,541 | ) | | — | | |
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Equity in earnings of SLC Pipeline | | — | | | 877 | | | — | | | — | | | 877 | | |
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Interest income (expense) | | (8,253 | ) | | (4,291 | ) | | 4 | | | — | | | (12,540 | ) | |
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| | 23,933 | | | (6,059 | ) | | 4 | | | (29,541 | ) | | (11,663 | ) | |
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Income (loss) before income taxes | | 23,190 | | | 33,786 | | | (3,526 | ) | | (29,541 | ) | | 23,909 | | |
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State income tax expense | | — | | | (137 | ) | | — | | | — | | | (137 | ) | |
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Net income (loss) | | 23,190 | | | 33,649 | | | (3,526 | ) | | (29,541 | ) | | 23,772 | | |
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Allocation of net loss attributable to Predecessor | | 146 | | | — | | | — | | | — | | | 146 | | |
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Allocation of net income attributable to noncontrolling interests | | — | | | — | | | — | | | (582 | ) | | (582 | ) | |
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Net income (loss) attributable to Holly Energy Partners | | 23,336 | | | 33,649 | | | (3,526 | ) | | (30,123 | ) | | 23,336 | | |
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Other comprehensive income (loss) | | (107 | ) | | (107 | ) | | — | | | 107 | | | (107 | ) | |
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Comprehensive income (loss) | | $ | 23,229 | | | $ | 33,542 | | | $ | (3,526 | ) | | $ | (30,016 | ) | | $ | 23,229 | | |
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Condensed Consolidating Statement of Comprehensive Income |
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Nine Months Ended September 30, 2013 | | Parent | | Guarantor Restricted | | Non-Guarantor Non-restricted Subsidiaries | | Eliminations | | Consolidated |
Subsidiaries |
| | (In thousands) |
Revenues: | | | | | | | | | | |
Affiliates | | $ | — | | | $ | 178,113 | | | $ | 13,030 | | | $ | (921 | ) | | $ | 190,222 | |
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Third parties | | — | | | 29,167 | | | 7,917 | | | — | | | 37,084 | |
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| | — | | | 207,280 | | | 20,947 | | | (921 | ) | | 227,306 | |
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Operating costs and expenses: | | | | | | | | | | |
Operations | | — | | | 64,972 | | | 8,038 | | | (921 | ) | | 72,089 | |
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Depreciation and amortization | | — | | | 37,980 | | | 10,750 | | | — | | | 48,730 | |
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General and administrative | | 2,543 | | | 6,204 | | | — | | | — | | | 8,747 | |
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| | 2,543 | | | 109,156 | | | 18,788 | | | (921 | ) | | 129,566 | |
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Operating income (loss) | | (2,543 | ) | | 98,124 | | | 2,159 | | | — | | — | | 97,740 | |
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Equity in earnings (loss) of subsidiaries | | 87,762 | | | 1,699 | | | — | | | (89,461 | ) | | — | |
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Equity in earnings of SLC Pipeline | | — | | | 2,238 | | | — | | | — | | | 2,238 | |
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Interest expense | | (24,768 | ) | | (11,161 | ) | | — | | | — | | | (35,929 | ) |
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Interest income | | — | | | 5 | | | 105 | | | — | | | 110 | |
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Gain on sale of assets | | — | | | 1,863 | | | — | | | — | | | 1,863 | |
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Other income | | — | | | 61 | | | — | | | — | | | 61 | |
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| | 62,994 | | | (5,295 | ) | | 105 | | | (89,461 | ) | | (31,657 | ) |
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Income before income taxes | | 60,451 | | | 92,829 | | | 2,264 | | | (89,461 | ) | | 66,083 | |
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State income tax expense | | — | | | (440 | ) | | — | | | — | | | (440 | ) |
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Net income | | 60,451 | | | 92,389 | | | 2,264 | | | (89,461 | ) | | 65,643 | |
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Allocation of net income attributable to noncontrolling interests | | — | | | — | | | — | | | (5,192 | ) | | (5,192 | ) |
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Net income attributable to Holly Energy Partners | | 60,451 | | | 92,389 | | | 2,264 | | | (94,653 | ) | | 60,451 | |
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Other comprehensive income | | 3,727 | | | 3,727 | | | — | | | (3,727 | ) | | 3,727 | |
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Comprehensive income | | $ | 64,178 | | | $ | 96,116 | | | $ | 2,264 | | | $ | (98,380 | ) | | $ | 64,178 | |
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Condensed Consolidating Statement of Comprehensive Income |
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Nine Months Ended September 30, 2012 | | Parent | | Guarantor | | Non-Guarantor Non-Restricted Subsidiaries | | Eliminations | | Consolidated | |
Restricted Subsidiaries | |
| | (In thousands) | |
Revenues: | | | | | | | | | | | |
Affiliates | | $ | — | | | $ | 170,141 | | | $ | 7,082 | | | $ | (803 | ) | | $ | 176,420 | | |
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Third parties | | — | | | 31,026 | | | 3,683 | | | — | | | 34,709 | | |
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| | — | | | 201,167 | | | 10,765 | | | (803 | ) | | 211,129 | | |
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Operating costs and expenses: | | | | | | | | | | | |
Operations | | — | | | 57,367 | | | 8,550 | | | (803 | ) | | 65,114 | | |
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Depreciation and amortization | | — | | | 32,097 | | | 10,704 | | | — | | | 42,801 | | |
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General and administrative | | 2,669 | | | 3,256 | | | — | | | — | | | 5,925 | | |
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| | 2,669 | | | 92,720 | | | 19,254 | | | (803 | ) | | 113,840 | | |
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Operating income (loss) | | (2,669 | ) | | 108,447 | | | (8,489 | ) | | — | | | 97,289 | | |
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Equity in earnings (loss) of subsidiaries | | 91,833 | | | (6,364 | ) | | — | | | (85,469 | ) | | — | | |
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Equity in earnings of SLC Pipeline | | — | | | 2,502 | | | — | | | — | | | 2,502 | | |
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Interest income (expense) | | (23,271 | ) | | (11,002 | ) | | 4 | | | — | | | (34,269 | ) | |
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Loss on early extinguishment of debt | | (2,979 | ) | | — | | | — | | | — | | | (2,979 | ) | |
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| | 65,583 | | | (14,864 | ) | | 4 | | | (85,469 | ) | | (34,746 | ) | |
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Income (loss) before income taxes | | 62,914 | | | 93,583 | | | (8,485 | ) | | (85,469 | ) | | 62,543 | | |
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State income tax expense | | — | | | (287 | ) | | — | | | — | | | (287 | ) | |
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Net income (loss) | | 62,914 | | | 93,296 | | | (8,485 | ) | | (85,469 | ) | | 62,256 | | |
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Allocation of net loss attributable to Predecessor | | 4,199 | | | — | | | — | | | — | | | 4,199 | | |
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Allocation of net loss attributable to noncontrolling interests | | — | | | — | | | — | | | 658 | | | 658 | | |
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Net income (loss) attributable to Holly Energy Partners | | 67,113 | | | 93,296 | | | (8,485 | ) | | (84,811 | ) | | 67,113 | | |
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Other comprehensive income (loss) | | 578 | | | 578 | | | — | | | (578 | ) | | 578 | | |
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Comprehensive income (loss) | | $ | 67,691 | | | $ | 93,874 | | | $ | (8,485 | ) | | $ | (85,389 | ) | | $ | 67,691 | | |
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Condensed Consolidating Statement of Cash Flows |
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Nine Months Ended September 30, 2013 | | Parent | | Guarantor | | Non-Guarantor Non-Restricted Subsidiaries | | Eliminations | | Consolidated | |
Restricted Subsidiaries | |
| | (In thousands) | |
Cash flows from operating activities | | $ | 32,022 | | | $ | 86,424 | | | $ | 17,117 | | | $ | (7,875 | ) | | $ | 127,688 | | |
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| | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | |
Additions to properties and equipment | | — | | | (27,397 | ) | | (6,142 | ) | | — | | | (33,539 | ) | |
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Proceeds from sale of assets | | — | | | 2,481 | | | — | | | — | | | 2,481 | | |
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| | — | | | (24,916 | ) | | (6,142 | ) | | — | | | (31,058 | ) | |
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| | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | |
Net borrowings under credit agreement | | — | | | (56,000 | ) | | — | | | — | | | (56,000 | ) | |
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Proceeds from issuance of common units | | 73,444 | | | — | | | — | | | — | | | 73,444 | | |
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Contribution from general partners | | 1,499 | | | — | | | — | | | — | | | — | | |
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Distributions to HEP unitholders | | (103,016 | ) | | — | | | — | | | — | | | (103,016 | ) | |
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Distributions to noncontrolling interests | | — | | | — | | | (10,500 | ) | | 7,875 | | | (2,625 | ) | |
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Purchase of units for incentive grants | | (3,700 | ) | | — | | | — | | | — | | | (3,700 | ) | |
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Other | | (249 | ) | | — | | | — | | | — | | | (249 | ) | |
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| | (32,022 | ) | | (56,000 | ) | | (10,500 | ) | | 7,875 | | | (90,647 | ) | |
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Cash and cash equivalents | | | | | | | | | | | |
Increase for the period | | — | | | 5,508 | | | 475 | | | — | | | 5,983 | | |
|
Beginning of period | | 2 | | | 823 | | | 4,412 | | | — | | | 5,237 | | |
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End of period | | $ | 2 | | | $ | 6,331 | | | $ | 4,887 | | | $ | — | | | $ | 11,220 | | |
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Condensed Consolidating Statement of Cash Flows |
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| | | | | | | | | | | | | | | | | | | | | |
Nine Months Ended September 30, 2012 | | Parent | | Guarantor | | Non-Guarantor Non-Restricted Subsidiaries | | Eliminations | | Consolidated | |
Restricted Subsidiaries | |
| | (In thousands) | |
Cash flows from operating activities | | $ | (14,603 | ) | | $ | 127,198 | | | $ | (4,707 | ) | | $ | — | | | $ | 107,888 | | |
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| | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | |
Additions to properties and equipment | | — | | | (23,255 | ) | | (13,393 | ) | | — | | | (36,648 | ) | |
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| | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | |
Net borrowings under credit agreement | | — | | | 231,000 | | | — | | | — | | | 231,000 | | |
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Proceeds from issuance of senior notes | | 294,750 | | | — | | | — | | | — | | | 294,750 | | |
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Cash distribution to HFC for UNEV acquisition | | — | | | (260,922 | ) | | — | | | — | | | (260,922 | ) | |
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Repayments of notes | | (185,000 | ) | | (72,900 | ) | | — | | | — | | | (257,900 | ) | |
|
Capital contribution from UNEV joint partners | | 1,748 | | | — | | | 15,000 | | | — | | | 16,748 | | |
|
Distributions to HEP unitholders | | (91,063 | ) | | — | | | — | | | — | | | (91,063 | ) | |
|
Purchase of units for incentive grants | | (4,919 | ) | | — | | | — | | | — | | | (4,919 | ) | |
|
Deferred financing costs | | (913 | ) | | (2,309 | ) | | — | | | — | | | (3,222 | ) | |
|
Other | | — | | | (88 | ) | | — | | | — | | | (88 | ) | |
|
| | 14,603 | | | (105,219 | ) | | 15,000 | | | — | | | (75,616 | ) | |
|
Cash and cash equivalents | | | | | | | | | | | |
Increase (decrease) for the period | | — | | | (1,276 | ) | | (3,100 | ) | | — | | | (4,376 | ) | |
|
Beginning of period | | 2 | | | 3,267 | | | 3,100 | | | — | | | 6,369 | | |
|
End of period | | $ | 2 | | | $ | 1,991 | | | $ | — | | | $ | — | | | $ | 1,993 | | |
|
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