Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2014 | Mar. 02, 2015 | |
Entity Registrant Name | JP Energy Partners LP | ||
Entity Central Index Key | 1523404 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $0 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Common | |||
Entity Common Stock, Shares Outstanding | 18,200,121 | ||
Subordinated | |||
Entity Common Stock, Shares Outstanding | 18,158,903 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | ||
Cash and cash equivalents | $3,325,000 | $3,234,000 |
Restricted cash | 600,000 | |
Accounts receivable, net | 108,725,000 | 122,919,000 |
Receivables from related parties | 10,548,000 | 2,742,000 |
Inventory | 20,826,000 | 38,579,000 |
Prepaid expenses and other current assets | 4,915,000 | 4,991,000 |
Total Current Assets | 148,939,000 | 172,465,000 |
Non-current assets | ||
Property, plant and equipment, net | 262,148,000 | 238,093,000 |
Goodwill | 248,721,000 | 250,705,000 |
Intangible assets, net | 148,311,000 | 175,101,000 |
Deferred financing costs and other assets, net | 5,054,000 | 7,038,000 |
Total Non-Current Assets | 664,234,000 | 670,937,000 |
Total Assets | 813,173,000 | 843,402,000 |
Current liabilities | ||
Accounts payable | 88,052,000 | 95,765,000 |
Payables to related parties | 1,274,000 | |
Accrued liabilities | 28,971,000 | 22,748,000 |
Capital leases and short-term debt | 229,000 | 538,000 |
Customer deposits and advances | 5,050,000 | 2,722,000 |
Current portion of long-term debt | 383,000 | 698,000 |
Total Current Liabilities | 122,685,000 | 123,745,000 |
Non-current liabilities | ||
Long-term debt | 84,125,000 | 183,148,000 |
Note payable to related party | 1,000,000 | |
Other long-term liabilities | 5,683,000 | 2,116,000 |
Total Liabilities | 212,493,000 | 310,009,000 |
Commitments and Contingencies | ||
Partners' capital | ||
Predecessor capital | 304,065,000 | |
General partner interest | 404,000 | |
Common units | 315,630,000 | |
Subordinated units (18,197,246 units authorized, issued and outstanding as of December 31, 2014) | 285,050,000 | |
Total Partners' Capital | 600,680,000 | 533,393,000 |
Total Liabilities and Partners' Capital | 813,173,000 | 843,402,000 |
Class A Common Unit | ||
Partners' capital | ||
Common units | 140,752,000 | |
Class B Common Unit | ||
Partners' capital | ||
Common units | 11,366,000 | |
Class C Common Unit | ||
Partners' capital | ||
Common units | 76,806,000 | |
Total Partners' Capital | $304,065,000 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $1,134,000 | $1,207,000 |
Statement | ||
Common units, units authorized | 21,852,219 | |
Common units, units issued | 18,209,519 | |
Common units, units outstanding | 18,209,519 | |
Subordinated units, units authorized | 18,197,249 | |
Subordinated units, units issued | 18,197,249 | |
Subordinated units, units outstanding | 18,197,249 | |
Class A Common Unit | ||
Statement | ||
Common units, units authorized | 8,004,368 | |
Common units, units issued | 8,004,368 | |
Common units, units outstanding | 8,004,368 | |
Class B Common Unit | ||
Statement | ||
Common units, units authorized | 1,244,508 | |
Common units, units issued | 1,206,844 | |
Common units, units outstanding | 1,206,844 | |
Class C Common Unit | ||
Statement | ||
Common units, units authorized | 3,254,781 | |
Common units, units issued | 3,254,781 | |
Common units, units outstanding | 3,254,781 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
REVENUES: | |||
Crude oil sales | $1,427,784,000 | $1,875,392,000 | $290,253,000 |
Gathering, transportation and storage fees | 40,704,000 | 24,146,000 | 8,243,000 |
NGL and refined product sales (including sales to related parties of $7,419, $12,343 and $1,719 in 2014, 2013 and 2012, respectively) | 200,223,000 | 178,588,000 | 119,116,000 |
Refined products terminals and storage fees (including sales to related parties of $1,533, $2,130 and $25 in 2014, 2013 and 2012, respectively) | 11,793,000 | 12,309,000 | 984,000 |
Other revenues | 13,130,000 | 11,798,000 | 8,985,000 |
Total revenues | 1,693,634,000 | 2,102,233,000 | 427,581,000 |
COSTS AND EXPENSES: | |||
Cost of sales, excluding depreciation and amortization | 1,567,110,000 | 1,964,631,000 | 368,791,000 |
Operating expense | 67,514,000 | 61,925,000 | 28,640,000 |
General and administrative | 47,398,000 | 45,284,000 | 20,983,000 |
Depreciation and amortization | 42,488,000 | 33,345,000 | 13,856,000 |
Loss on disposal of assets, net | 1,366,000 | 1,492,000 | 1,142,000 |
Total costs and expenses | 1,725,876,000 | 2,106,677,000 | 433,412,000 |
OPERATING LOSS | -32,242,000 | -4,444,000 | -5,831,000 |
OTHER INCOME (EXPENSE) | |||
Interest expense | -9,393,000 | -9,075,000 | -3,405,000 |
Loss on extinguishment of debt | -1,634,000 | -497,000 | |
Other income, net | 154,000 | 688,000 | 247,000 |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | -43,115,000 | -12,831,000 | -9,486,000 |
Income tax expense | -300,000 | -208,000 | -222,000 |
LOSS FROM CONTINUING OPERATIONS | -43,415,000 | -13,039,000 | -9,708,000 |
DISCONTINUED OPERATIONS | |||
Net income (loss) from discontinued operations, including loss on disposal of $7,288 in 2014 | -9,608,000 | -1,182,000 | 1,320,000 |
NET LOSS | -53,023,000 | -14,221,000 | -8,388,000 |
Net loss attributable to the period from January 1, 2014 to October 1, 2014 | 34,407,000 | ||
Net loss attributable to limited partners | -18,616,000 | ||
Basic and diluted loss per unit: | |||
Net loss allocated to limited partners | -18,616,000 | ||
Weighted average number of units outstanding | 36,422,580 | ||
Basic and diluted loss per unit | ($0.51) | ||
Common | |||
DISCONTINUED OPERATIONS | |||
Net loss attributable to limited partners | -9,293,000 | ||
Basic and diluted loss per unit: | |||
Net loss allocated to limited partners | -9,293,000 | ||
Weighted average number of units outstanding | 18,212,632 | ||
Basic and diluted loss per unit | ($0.51) | ||
Subordinated | |||
DISCONTINUED OPERATIONS | |||
Net loss attributable to limited partners | -9,323,000 | ||
Basic and diluted loss per unit: | |||
Net loss allocated to limited partners | ($9,323,000) | ||
Weighted average number of units outstanding | 18,209,948 | ||
Basic and diluted loss per unit | ($0.51) |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||
NGL and refined product sales, sales to related parties | $7,419 | $12,343 | $1,719 |
Refined products terminals and storage fees, sales to related parties | 1,533 | 2,130 | 25 |
Net income (loss) from discontinued operations, loss on disposal | $7,288 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | ($53,023) | ($14,221) | ($8,388) |
Adjustments to reconcile net loss to net cash provided by operating activities including discontinued operations: | |||
Depreciation and amortization | 43,922 | 36,195 | 15,126 |
Goodwill impairment | 1,984 | ||
Derivative valuation changes | 12,645 | -1,162 | -1,330 |
Amortization of deferred financing costs | 906 | 1,103 | 490 |
Unit-based compensation expenses | 1,789 | 948 | 2,485 |
Loss on disposal of assets | 8,415 | 1,492 | 1,142 |
Bad debt expense | 820 | 855 | 826 |
Loss on extinguishment of debt | 1,634 | 497 | |
Non-cash inventory LCM adjustment | 222 | ||
Other non-cash items | 434 | -378 | 131 |
Changes in working capital, net of acquired assets and liabilities: | |||
Accounts receivable | 13,307 | -26,583 | -23,491 |
Receivable from related parties | -7,806 | -948 | -1,794 |
Inventory | 17,501 | -18,646 | -5,583 |
Prepaid expenses and other current assets | -545 | 4,340 | 529 |
Accounts payable and other accrued liabilities | -13,078 | 30,106 | 11,489 |
Payables to related parties | -1,464 | 1,274 | |
Customer deposits and advances | 2,328 | -493 | 881 |
Changes in other assets and liabilities | 166 | ||
NET CASH PROVIDED BY OPERATING ACTIVITIES | 30,157 | 13,882 | -6,990 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Capital expenditures | -56,878 | -26,828 | -21,032 |
Acquisitions of businesses, net of cash acquired | -1,003 | -272,228 | |
Proceeds received from sale of assets | 11,325 | 96 | 926 |
Change in restricted cash | -600 | ||
NET CASH USED IN INVESTING ACTIVITIES | -46,153 | -27,735 | -292,334 |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from revolving line of credit | 390,800 | 32,300 | 152,139 |
Payments on revolving line of credit | -485,357 | -12,150 | -10,000 |
Proceeds from long-term debt | 2,091 | ||
Proceeds from note payable to related party | 1,000 | ||
Payments on long-term debt | -4,870 | -4,152 | -1,286 |
Payment of related party note payable | -1,000 | ||
Payments on capital leases | -162 | -164 | -202 |
Change in cash overdraft | -295 | 386 | |
Payments on financed insurance premium | -49 | -5,127 | -1,581 |
Debt issuance costs | -3,193 | -980 | -3,244 |
Distributions to unitholders | -91,956 | -17,438 | -7,813 |
Issuance of Series D preferred units | 40,000 | ||
Redemption of Series D preferred units | -42,436 | ||
Issuance of common units, net of issuance costs | 262,638 | 3,128 | 150,100 |
Common control acquisition | -52,000 | ||
Net distribution to /contributions from the Predecessor | 4,321 | 12,040 | 24,787 |
Tax withholding on unit-based vesting | -354 | ||
Other | -1,855 | ||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 16,087 | 6,988 | 304,991 |
Net change in cash and cash equivalents | 91 | -6,865 | 5,667 |
Cash and cash equivalents balance, beginning of year | 3,234 | 10,099 | 4,432 |
Cash and cash equivalents balance, end of year | 3,325 | 3,234 | 10,099 |
SUPPLEMENTAL DISCLOSURES: | |||
Cash paid for interest | 7,179 | 7,063 | 1,757 |
Cash paid for taxes | 108 | 106 | 35 |
Non-cash investing and financing transactions: | |||
Accrued capital expenditures | 3,628 | 977 | 1,270 |
Debt funded portion of acquisition | 52,000 | 598 | |
Acquisitions funded by issuance of units | 267,100 | 83,778 | |
Assets acquired under capital lease | 177 | 13 | 276 |
Financed insurance premium | 1,420 | 4,608 | |
Payable due to seller | $1,003 |
CONSOLIDATED_STATEMENTS_OF_PAR
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (USD $) | Preferred | Preferred | General Partner | Limited | Limited | Limited | Limited | Limited | Limited | Limited | Limited | Limited | Limited | Successor | Predecessor | Predecessor | Class C Common Unit | Series D Preferred Unit | Total |
Predecessor | Series D Preferred Unit | Successor | Successor | Predecessor | Predecessor | Predecessor | Common | Subordinated | Class A Common Unit | Class B Common Unit | Class C Common Unit | Class C Common Unit | |||||||
Series D Preferred Unit | Common | Subordinated | Class A Common Unit | Class B Common Unit | Class C Common Unit | ||||||||||||||
Balance at Dec. 31, 2011 | $24,907,000 | ($8,000) | $1,095,000 | $15,472,000 | $41,466,000 | ||||||||||||||
Balance (in units) at Dec. 31, 2011 | 1,136,364 | 45 | 49,821 | 992,005 | 2,178,235 | ||||||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||||||||||
Contribution from the Predecessor | 52,525,000 | 52,525,000 | |||||||||||||||||
Issuance of Class A Common Units | 150,000,000 | 150,000,000 | |||||||||||||||||
Issuance of Class A Common Units (in units) | 6,818,183 | 6,818,183 | |||||||||||||||||
Issuance of Class B Common Units | 100,000 | 100,000 | |||||||||||||||||
Issuance of Class B Common Units (in units) | 161,500 | 161,500 | |||||||||||||||||
Issuance of Class C Common Units | 83,778,000 | 83,778,000 | |||||||||||||||||
Issuance of Class C Common Units (in units) | 3,166,667 | 3,166,667 | |||||||||||||||||
Unit-based compensation | 412,000 | 63,000 | 2,010,000 | 2,485,000 | |||||||||||||||
Distributions to unitholders | -2,593,000 | -2,922,000 | -2,037,000 | -261,000 | -7,813,000 | ||||||||||||||
Net income (loss) | -1,348,000 | -3,702,000 | -1,298,000 | -653,000 | -1,387,000 | -8,388,000 | |||||||||||||
Balance at Dec. 31, 2012 | 20,966,000 | 404,000 | 144,534,000 | 14,247,000 | 82,864,000 | 51,138,000 | 314,153,000 | ||||||||||||
Balance (in units) at Dec. 31, 2012 | 1,136,364 | 45 | 6,868,004 | 1,153,505 | 3,166,667 | 12,324,585 | |||||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||||||||||
Contribution from the Predecessor | 246,987,000 | 246,987,000 | |||||||||||||||||
Issuance of Class B Common Units | -164,000 | -164,000 | |||||||||||||||||
Issuance of Class B Common Units (in units) | 53,339 | 53,339 | |||||||||||||||||
Issuance of Class C Common Units | 3,128,000 | 3,128,000 | |||||||||||||||||
Issuance of Class C Common Units (in units) | 88,114 | 88,114 | |||||||||||||||||
Conversion of units | -18,660,000 | 18,660,000 | |||||||||||||||||
Conversion of units (in units) | -1,136,364 | 1,136,364 | |||||||||||||||||
Unit-based compensation | 948,000 | 948,000 | |||||||||||||||||
Distributions to unitholders | -1,704,000 | -10,085,000 | -1,683,000 | -3,966,000 | -17,438,000 | ||||||||||||||
Net income (loss) | -602,000 | -12,357,000 | -1,982,000 | -5,220,000 | 5,940,000 | -14,221,000 | |||||||||||||
Balance at Dec. 31, 2013 | 404,000 | 140,752,000 | 11,366,000 | 76,806,000 | 304,065,000 | 533,393,000 | |||||||||||||
Balance (in units) at Dec. 31, 2013 | 45 | 8,004,368 | 1,206,844 | 3,254,781 | 12,466,038 | ||||||||||||||
Increase (Decrease) in Partners' Capital | |||||||||||||||||||
Contribution from the Predecessor | 4,321,000 | 4,321,000 | |||||||||||||||||
Issuance of Preferred Units | 40,000,000 | 40,000,000 | |||||||||||||||||
Issuance of Preferred Units (in units) | 1,928,909 | 1,928,909 | |||||||||||||||||
Issuance of Class A Common Units | 8,000,000 | 8,000,000 | |||||||||||||||||
Issuance of Class A Common Units (in units) | 363,636 | 363,636 | |||||||||||||||||
Issuance of Class B Common Units (in units) | 90,000 | 90,000 | |||||||||||||||||
Redemption of Series D Preferred Units | -40,656,000 | -350,000 | -1,430,000 | -42,436,000 | |||||||||||||||
Redemption of Series D Preferred Units (in units) | -1,928,909 | -1,928,909 | |||||||||||||||||
Common control acquisition | -12,727,000 | 267,067,000 | -306,340,000 | -52,000,000 | |||||||||||||||
Common control acquisition (in units) | 12,561,934 | 12,561,934 | |||||||||||||||||
Recapitalization | 12,323,000 | 72,405,000 | 295,453,000 | -313,481,000 | -6,268,000 | -60,432,000 | |||||||||||||
Recapitalization (in units) | -45 | 4,463,502 | 18,213,502 | -20,929,938 | -1,296,844 | -3,254,781 | -2,804,604 | ||||||||||||
Issuance of Common Units, net of forfeitures | 252,745,000 | 252,745,000 | |||||||||||||||||
Issuance of Common Units, net of forfeitures (in units) | 13,746,017 | 13,746,017 | |||||||||||||||||
Forfeiture of Subordinated Units | -153,000 | -153,000 | |||||||||||||||||
Forfeiture of Subordinated Units (in units) | -16,253 | -16,253 | |||||||||||||||||
Unit-based compensation | 123,000 | 503,000 | 1,163,000 | 1,789,000 | |||||||||||||||
Distributions to unitholders | -75,662,000 | -4,528,000 | -11,766,000 | -91,956,000 | |||||||||||||||
Net income (loss) | 656,000 | -9,293,000 | -9,323,000 | -26,676,000 | -1,733,000 | -4,608,000 | -18,616,000 | -2,046,000 | -34,407,000 | -53,023,000 | |||||||||
Balance at Dec. 31, 2014 | $315,630,000 | $285,050,000 | $600,680,000 | ||||||||||||||||
Balance (in units) at Dec. 31, 2014 | 18,209,519 | 18,197,249 | 36,406,768 |
Business_and_Basis_of_Presenta
Business and Basis of Presentation | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Business and Basis of Presentation | ||||
Business and Basis of Presentation | ||||
1.Business and Basis of Presentation | ||||
Business. The consolidated financial statements presented herein contain the results of JP Energy Partners LP, a Delaware limited partnership, and its subsidiaries. All expressions of the “Partnership”, “JPE”, “us”, “we”, “our”, and all similar expressions are references to JP Energy Partners LP and our consolidated, wholly-owned subsidiaries, unless otherwise expressly stated or the context requires otherwise. We were formed in May 2010 by members of management and were further capitalized in June 2011 by ArcLight Capital Partners, LLC (“ArcLight”) to own, operate, develop and acquire a diversified portfolio of midstream energy assets. Our operations currently consist of: (i) crude oil pipelines and storage; (ii) crude oil supply and logistics; (iii) refined products terminals and storage; and (iv) natural gas liquid (“NGL”) distribution and sales, which together provide midstream infrastructure solutions for the growing supply of crude oil, refined products and NGLs, in the United States. JP Energy GP II LLC (“GP II”) is our general partner. | ||||
JP Development. On July 12, 2012, ArcLight and the owners of JPE formed JP Energy Development LP, a Delaware limited partnership (“JP Development”), for the express purpose of supporting JPE’s growth. Since its formation, JP Development has acquired a portfolio of midstream assets that have been developed for potential future sale to JPE. JPE and JP Development are under common control because a majority of the equity interests in each entity and their general partners are owned by ArcLight. JP Development made the following acquisitions since its formation in July 2012: | ||||
· | On August 3, 2012, JP Development acquired Parnon Gathering LLC, a Delaware limited liability company (“Parnon Gathering”), which provides midstream gathering and transportation services to companies engaged in the production, distribution and marketing of crude oil. Subsequent to the acquisition, Parnon Gathering LLC was renamed to JP Energy Marketing LLC (“JPEM”). | |||
· | On July 15, 2013, JP Development acquired substantially all of the retail propane assets of BMH Propane, LLC, an Arkansas limited liability company (“BMH”), which is engaged in the retail and wholesale propane and refined fuel distribution business. | |||
· | On August 30, 2013, JP Development, through JPEM, acquired substantially all the operating assets of Alexander Oil Field Services, Inc., a Texas Corporation (“AOFS”), which is engaged in the crude oil trucking business. | |||
· | On October 7, 2013, JP Development acquired Wildcat Permian Services LLC, a Texas limited liability company (“Wildcat Permian”) that was later merged with and into JP Energy Permian, LLC, a Delaware limited liability company (“JP Permian”). JP Permian is engaged in the transportation of crude oil by pipeline. | |||
· | On October 10, 2013, JP Liquids, LLC, a Delaware limited liability company and wholly owned subsidiary of JP Development (“JP Liquids”), acquired substantially all of the assets of Highway Pipeline, Inc., a Texas corporation (“Highway Pipeline”), which is engaged in the transportation of natural gas liquids and condensate via hard shell tank trucks. | |||
Common Control Acquisition between JPE and JP Development. On February 12, 2014, pursuant to a Membership Interest and Asset Purchase Agreement, we acquired (i) certain marketing and trucking businesses of JPEM (the “Parnon Gathering Assets”), (ii) the assets and liabilities associated with AOFS, (iii) the retail propane assets acquired from BMH and (iv) all of the issued and outstanding membership interests in JP Permian and JP Liquids (collectively, the “Dropdown Assets”) from JP Development for an aggregate purchase price of approximately $319.1 million (the “Common Control Acquisition”), which was comprised of 12,561,934 JPE Class A Common Units and $52 million cash. We financed the cash portion of the purchase price through borrowings under our revolving credit facility. | ||||
Basis of Presentation. Because JPE and JP Development are under common control, we are required under generally accepted accounting principles in the United States (“GAAP”) to account for this Common Control Acquisition in a manner similar to the pooling of interest method of accounting. Under this method of accounting, our balance sheet reflected JP Development’s historical carryover net basis in the Dropdown Assets instead of reflecting the fair market value of assets and liabilities of the Dropdown Assets. We also retrospectively recast our financial statements to include the operating results of the Dropdown Assets from the dates these assets were originally acquired by JP Development (the dates upon which common control began). | ||||
The historical assets and liabilities and the operating results of the Dropdown Assets have been “carved out” from JP Development’s consolidated financial statements using JP Development’s historical basis in the assets and liabilities of the businesses and reflects assumptions and allocations made by management to separate the Dropdown Assets on a stand-alone basis. Our recast historical consolidated financial statements include all revenues, costs, expenses, assets and liabilities directly attributable to the Dropdown Assets, as well as allocations that include certain expenses for services, including, but not limited to, general corporate expenses related to finance, legal, information technology, shared services, employee benefits and incentives and insurance. These expenses have been allocated based on the most relevant allocation method to the services provided, primarily on the relative percentage of revenue, relative percentage of headcount, or specific identification. Management believes the assumptions underlying the combined financial statements are reasonable. However, the combined financial statements do not fully reflect what our, including the Dropdown Assets’ balance sheets, results of operations and cash flows would have been, had the Dropdown Assets been under our management during the periods presented. As a result, historical financial information is not necessarily indicative of what our balance sheet, results of operations, and cash flows will be in the future. | ||||
JP Development has a centralized cash management that covers all of its subsidiaries. The net amounts due from/to JP Development by the Dropdown Assets relate to a variety of intercompany transactions including the collection of trade receivables, payment of accounts payable and accrued liabilities, charges of allocated corporate expenses and payments by JP Development on behalf of the Dropdown Assets. Such amounts have been treated as deemed contributions from/deemed distributions to JP Development for the years ended December 31, 2014, 2013 and 2012. The total net effect of the deemed contributions is reflected as contribution from the predecessor in the statements of cash flows as a financing activity. The net balances due to us from the Dropdown Assets were settled in cash based on the outstanding balances at the effective date of Common Control Acquisition. | ||||
The total purchase price from the Common Control Acquisition exceeded JP Development’s book value of the net assets acquired. As a result, the excess of the total purchase price over the book value of the assets acquired of $12.7 million was considered a deemed distribution by the general partner and is included as a reduction in general partner interest in Partners’ Capital. | ||||
The “predecessor capital” included in Partners’ Capital represents JP Development’s net investment in the Dropdown Assets, which included the net income or loss allocated to the Dropdown Assets, and contributions from and distributions to JP Development. Certain transactions between the Dropdown Assets and other related parties that are wholly-owned subsidiaries of JP Development were not cash settled and, as a result, were considered deemed contributions or distributions and are included in JP Development’s net investment. | ||||
Net income (loss) attributable to the Dropdown Assets prior to our acquisition of such assets was not available for distribution to our unitholders. Therefore, this income (loss) was not allocated to the limited partners for the purpose of calculating net loss per common unit; instead, the income (loss) was allocated to predecessor capital. | ||||
Initial Public Offering. On October 2, 2014, our common units began trading on the New York Stock Exchange under the ticker symbol “JPEP.” On October 7, 2014, we closed our IPO of 13,750,000 common units at a price of $20.00 per unit. Prior to the closing of the IPO, the following recapitalization trasactions occurred: | ||||
· | we distributed approximately $92.1 million of accounts receivable that comprised our working capital assets to the existing partners, pro rata in accordance with their ownership interests, of which $72.5 million, $6.0 million and $3.3 million was distributed to Lonestar Midstream Holdings, LLC (“Lonestar”), Truman Arnold Companies (“TAC”) and JP Development, respectively, all of which are related parties; | |||
· | each Class A common unit, Class B common unit and Class C common unit (collectively, the “Existing Common Units”) were split into approximately 0.89 common units, resulting in an aggregate of 22,677,004 outstanding Existing Common Units; and | |||
· | an aggregate of 18,213,502 Existing Common Units held by the existing partners were automatically converted into 18,213,502 subordinated units representing a 80.3% interest in us prior to the IPO, and a 50.0% interest in us after the closing of the IPO, with 4,463,502 Existing Common Units remaining representing a 19.7% interest in us (the “Remaining Existing Common Units”). | |||
F- | ||||
Subsequent to the closing of the IPO, the following recapitalization transactions occurred: | ||||
· | the Remaining Existing Common Units were automatically converted on a one-to-one basis into 4,463,502 common units representing a 12.3% interest in us; | |||
· | the 45 general partner units in the Partnership held by the general partner were recharacterized as a non-economic general partner interest in us; and | |||
· | we issued 13,750,000 common units to the public representing a 37.7% interest in us. | |||
We used the proceeds from the IPO of approximately $257.1 million, net of underwriting discounts and structuring fees, to: | ||||
· | pay offering expenses of approximately $2.0 million; | |||
· | redeem 100% of our issued and outstanding Series D preferred units for approximately $42.4 million; | |||
· | repay $195.6 million of the debt outstanding under our revolving credit facility; and | |||
· | replenish $17.1 million of working capital that was distributed to the then existing partners immediately prior to the IPO. | |||
Immediately following the repayment of the debt outstanding under the our revolving credit facility, we borrowed approximately $75.0 million thereunder in order to replenish the remainder of working capital that was distributed to existing partners immediately prior to the IPO. | ||||
Partnership Agreement. In connection with the IPO, we executed the Third Amended and Restated Agreement of Limited Partnership (“Amended Partnership Agreement”) on October 7, 2014. The Amended Partnership Agreement requires that, within 45 days after the end of each quarter, beginning with the quarter ending December 31, 2014, we distribute all of our available cash to unitholders of record on the applicable record date, subject to certain terms and conditions. See Note 13 for additional information. | ||||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Summary of Significant Accounting Policies | ||||||||||
Summary of Significant Accounting Policies | ||||||||||
2. Summary of Significant Accounting Policies | ||||||||||
Principles of Consolidation. Our consolidated financial statements have been prepared in accordance with GAAP. All intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. | ||||||||||
Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | ||||||||||
Cash and Cash Equivalents. We consider all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents. Bank overdrafts that do not meet the right of offset criteria are recorded in capital leases and short-term debt in the consolidated balance sheets. | ||||||||||
Restricted Cash. Restricted cash consists of cash balances that are restricted as to withdrawal or usage and include cash to secure crude oil production taxes payable to the applicable taxing authorities. | ||||||||||
Accounts Receivable. Accounts receivable are reported net of the allowance for doubtful accounts. The allowance for doubtful accounts is based on specific identification and expectation of collecting considering historical collection results. Account balances considered to be uncollectible are recorded to the allowance for doubtful accounts and charged to bad debt expense, which is included in general and administrative expenses in the consolidated statements of operations. The allowance for doubtful accounts was $1,134,000 and $1,207,000 as of December 31, 2014 and 2013, respectively. Bad debt expense for the years ended December 31, 2014, 2013 and 2012 was $820,000, $855,000 and $826,000, respectively. | ||||||||||
Inventory. Inventory is mainly comprised of crude oil, NGLs, refined products for resale, as well as propane cylinders expected to be sold to customers. Inventory is stated at the lower of cost or market. Cost of crude oil, NGLs and refined products inventory is determined using the first-in, first-out (FIFO) method. Cost of propane cylinders is determined using the weighted average method. | ||||||||||
Prepaid Expenses and Other Current Assets. Prepaid expenses and other current assets primarily relate to prepaid insurance premiums, which totaled $1,044,000 and $697,000, and insurance claim receivables, which totaled $965,000 and $115,000 as of December 31, 2014 and 2013, respectively. | ||||||||||
Derivative Instruments and Hedging Activities. We recognize all derivative instruments as either assets or liabilities on the balance sheet at their respective fair values. We did not have any derivatives designated in hedging relationships during the three years ended December 31, 2014. Therefore, the change in the fair value of the derivative asset or liability is reflected in net loss in the consolidated statements of operations (mark-to-market accounting). Cash flows from derivatives settled are reported as cash flow from operating activities, in the same category as the cash flows from the items being economically hedged. | ||||||||||
We are also a party to a number of contracts that have elements of a derivative instrument. These contracts are primarily forward propane and crude oil purchase and sales contracts with counterparties. Although many of these contracts have the requisite elements of a derivative instrument, these contracts qualify for normal purchase and normal sales exception (“NPNS”) accounting under GAAP because they provide for the delivery of products or services in quantities that are expected to be used in the normal course of operating our business and the price in the contract is based on an underlying that is directly associated with the price of the product or service being purchased or sold. As a result, these contracts are not recorded in our consolidated financial statements until they are settled. | ||||||||||
In the first quarter of 2015, we entered into several long-term fixed price forward sale contracts related to certain barrels of crude oil we had on hand as of December 31, 2014, effectively locking these barrels at higher future sales prices in future periods. These forward sale contracts are intended to mitigate the effect of the recent decreases in crude oil prices, but do not qualify for NPNS accounting under GAAP, because we normally buy and sell crude oil inventory either within the same month or in the following month. As a result, we will account for these longer than normal term forward sale contracts using mark-to-market accounting. | ||||||||||
Property, Plant and Equipment. Property, plant and equipment is recorded at historical cost of construction, or, upon acquisition, the fair value of the assets acquired. Repairs and maintenance costs are expensed as incurred. Any major additions and improvements that materially extend the useful lives of property, plant and equipment are capitalized. At the time assets are retired, or otherwise disposed of, the asset and related accumulated depreciation are removed from the account, and any resulting gain or loss is recognized within the consolidated statements of operations. | ||||||||||
We account for asset retirement obligations by recognizing on our balance sheet the net present value of any legally binding obligation to remove or remediate tangible long-lived assets, such as requirements to dispose of equipment. We record a liability for asset retirement obligations when a known obligation exists under current law or contract and when a reasonable estimate of the value of the liability can be made. | ||||||||||
Depreciation of property, plant and equipment is recorded on a straight-line basis over the following estimated useful lives: | ||||||||||
Buildings | 20 - 30 years | |||||||||
Leasehold improvements | Various* | |||||||||
Transportation equipment | 5 - 15 years | |||||||||
Propane tanks and cylinders | 3 - 20 years | |||||||||
Bulk storage tanks | 20 years | |||||||||
Pipelines | 20 years | |||||||||
Office furniture and fixtures | 5 - 10 years | |||||||||
Other equipment | 3 - 5 years | |||||||||
*Depreciated over the shorter of the life of the leasehold improvement or the lease term. | ||||||||||
Leases. We have both capital and operating leases. Classification is made at the inception of the lease. The classification of leases is based on the extent to which risks and rewards incidental to ownership of a leased asset lie with the lessor or the lessee. | ||||||||||
Leased property meeting certain capital lease criteria is capitalized and the present value of the related lease payments is recorded as a liability. The present value of the minimum lease payments is calculated utilizing the lower of our incremental borrowing rate or the lessor’s interest rate implicit in the lease, if known by us. Depreciation of capitalized leased assets is computed utilizing the straight-line method over the shorter of the estimated useful life of the asset or the lease term and is included in depreciation and amortization in our consolidated statements of operations. However, if the lease meets the bargain purchase or transfer of ownership criteria, the asset shall be amortized in accordance with our normal depreciation policy for owned assets. | ||||||||||
Minimum rent payments under operating leases are recognized as an expense on a straight-line basis over the lease term, including any rent free periods. | ||||||||||
Impairment of Long-Lived Assets. Long-lived assets such as property, plant and equipment, and acquired intangible assets subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary (Level 3). | ||||||||||
Goodwill and Other Intangible Assets. We have recorded goodwill in connection with our historical acquisitions. Upon acquisition, these companies have been either combined into one of our existing operating units or managed on a stand-alone basis as an individual operating unit. Goodwill recorded in connection with these acquisitions is subject to an annual assessment for impairment, which we perform at the operating level for each operating unit that carries a balance of goodwill. Each of our operating units is organized into one of four business segments: Crude Oil Pipelines and Storage, Crude Oil Supply and Logistics, Refined Products Terminals and Storage, and NGL Distribution and Sales. Goodwill is required to be measured for impairment at the operating segment level or one level below the operating segment level for which discrete financial information is available, and we have determined the following reporting units for the purpose of assessing goodwill impairment. | ||||||||||
Operating Segments | Reporting Units | |||||||||
Crude Oil Pipelines and Storage | JP Permian | |||||||||
JPE Storage | ||||||||||
Crude Oil Supply and Logistics | JPE Products Supply and Logistics | |||||||||
Refined Product Terminals and Storage | North Little Rock and Caddo Mills | |||||||||
NGL Distribution and Sales | Pinnacle Propane | |||||||||
Pinnacle Propane Express | ||||||||||
JP Liquids | ||||||||||
Our goodwill impairment assessment is performed at year-end, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. | ||||||||||
We have the option to first assess qualitative factors to determine whether it is necessary to perform the two-step fair value-based impairment test described below. We can choose to perform the qualitative assessment on none, some or all of our reporting units. We can also bypass the qualitative assessment for any reporting unit in any period and proceed directly to step one of the impairment test, and then resume performing the qualitative assessment in any subsequent period. Qualitative indicators including deterioration in macroeconomic conditions, declining financial performance that, among other things, may trigger the need for annual or interim impairment testing of goodwill associated with one or all of the reporting units. If we believe that, as a result of our qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. The first step of the two-step fair value-based test involves comparing the fair value of each of our reporting units with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step is performed. The second step compares the carrying amount of the reporting unit’s goodwill to the implied fair value of its goodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment loss would be recorded as a reduction to goodwill with a corresponding charge to operating expense. | ||||||||||
We determine the fair value of our reporting units using a weighted combination of the discounted cash flow and market multiple valuation approaches, with heavier weighting on the discounted cash flow method, as in management’s opinion, this method currently results in the most accurate calculation of a reporting unit’s fair value. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include revenue growth rates, operating margins, discount rates, weighted average costs of capital and future market conditions, among others. We believe the estimates and assumptions used in our impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated. | ||||||||||
Under the discounted cash flow method, we determine fair value based on estimated future cash flows of each reporting unit (including estimates for capital expenditures), discounted to present value using risk-adjusted industry rates, which reflect the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts and operating forecasts (typically a one-year model) plus an estimate of later period cash flows, all of which are evaluated by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur, along with a terminal value derived from the reporting unit’s earnings before interest, taxes, depreciation and amortization, as well as other non-cash items or one-time non-recurring items (Adjusted EBITDA) using the Gordon Growth Model. | ||||||||||
Under the market multiple approach, we determine the estimated fair value of each of our reporting units by applying transaction multiples derived from observable market data to each reporting unit’s projected Adjusted EBITDA and then averaging that estimate with similar historical calculations using either a one, two or three year average. We add a reasonable control premium, which is estimated as the premium that would be received in a sale of the reporting unit in an orderly transaction between market participants. | ||||||||||
We did not record any impairments of goodwill in 2014, 2013 or 2012. | ||||||||||
During the second quarter of 2014, immediately prior to the sale of the Bakken Business (defined in Note 3) within the JPE Products Supply and Logistics reporting unit, we allocated $1,984,000 of goodwill to the Bakken Business, which was based on the relative fair value of the disposed Bakken Business and the portion of the reporting unit that was retained by the Partnership. The $1,984,000 allocation contributed to the overall net loss from discontinued operations. | ||||||||||
Business Combinations. When a business is acquired, we allocate the purchase price to the various components of the acquisition based upon the fair value of each component using various valuation techniques, including the market approach, income approach and/or cost approach. The accounting standard for business combinations requires most identifiable assets, liabilities, noncontrolling interests and goodwill acquired to be recorded at fair value. Transaction costs related to the acquisition of the business are expensed as incurred. Costs associated with the issuance of debt associated with a business combination are capitalized and included as a yield adjustment to the underlying debt’s stated rate. Acquired intangible assets other than goodwill are amortized over their estimated useful lives unless the lives are determined to be indefinite. Contingent consideration obligations are recorded at fair value on the date of acquisition, with increases or decreases in the fair value arising from changes in assumptions or discount periods recorded as contingent consideration expenses in the consolidated statement of operations in subsequent periods. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. | ||||||||||
When we acquire a business from an entity under common control, whereby the companies are ultimately controlled by the same party or parties both before and after the transaction, it is treated similar to the pooling of interest method of accounting. Under a common control acquisition, the assets and liabilities are recorded at the transferring entity’s historical cost instead of reflecting the fair market value of assets and liabilities. | ||||||||||
Deferred Financing Costs. Debt issuance costs are deferred and are recorded net of accumulated amortization in the consolidated balance sheets as deferred financing costs, and totaled $3,712,000 and $2,869,000 at December 31, 2014 and 2013, respectively. These costs are amortized over the terms of the related debt using the effective interest rate method for the notes payable and the straight-line method for the revolving credit facilities. As a result of the financing transactions discussed in Note 11, we wrote off $1,634,000 and $497,000 of deferred financing costs associated with the extinguishment of debt during the years ended December 31, 2014 and 2012, respectively, which is recorded in loss on extinguishment of debt in the consolidated statements of operations. Amortization of deferred financing costs is recorded in interest expense and totaled $906,000, $1,103,000 and $490,000 for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||
Customer Deposits and Advances. Certain customers are offered a prepayment program which requires a customer to pay a fixed periodic amount or to otherwise prepay a portion of their anticipated product purchases. Customer prepayments in excess of associated billings are classified as customer deposits and advances in the consolidated balance sheets. | ||||||||||
Revenue Recognition. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred and/or services have been rendered, the seller’s price to the buyer is fixed and determinable and collectability is reasonably assured. | ||||||||||
Revenue-related taxes collected from customers and remitted to taxing authorities, principally sales taxes, are presented on a net basis within the consolidated statements of operations. | ||||||||||
Crude Oil Pipelines and Storage. The crude oil pipelines and storage segment mainly generates revenues through crude oil sales and pipeline transportation and storage fees. Revenues for crude oil pipeline transportation services are recognized upon delivery of the product, and when payment has either been received or collection is reasonably assured. For certain crude oil pipeline transportation arrangements, we enter into sale and purchase contracts with counterparties instead of pipeline transportation agreements. In such cases, we assess the indicators associated with agent and principal considerations for each arrangement to determine whether revenue should be recorded on a gross basis versus net basis. | ||||||||||
Crude Oil Supply and Logistics. The crude oil supply and logistics segment mainly generates revenues through crude oil sales. We enter into outright purchase and sales contracts as well as buy/sell contracts with counterparties, under which contracts we gather, transport and blend different types of crude oil and eventually sell the blended crude oil to either the same counterparty or different counterparties. We account for such revenue arrangements on a gross basis. Occasionally, we enter into crude oil inventory exchange arrangements with the same counterparty which the purchase and sale of inventory are considered in contemplation of each other. Revenues from such inventory exchange arrangements are recorded on a net basis. In addition, we also provide crude oil transportation services to third party customers. | ||||||||||
Refined Products Terminals and Storage. We generate fee-based revenues for terminal and storage services with longstanding customers under contracts that, consistent with industry practice, typically contain evergreen provisions after an initial term of six months to two years. Such fee-based revenues are recognized when services are proved upon delivery of the products to customers. Revenues are also generated by selling excess refined products that result from blending, additization and inventory control processes. | ||||||||||
NGLs Distributions and Sales. Revenues from the NGLs distributions and sales are mainly generated from NGL and refined product sales, sales of the related parts and equipment and through gathering and transportation fees. | ||||||||||
Operating expenses. Operating expenses primarily include personnel, vehicle, delivery, handling, office, selling, and other expenses related to the distribution, terminal and storage of products and related supplies. | ||||||||||
Expenses associated with the delivery of products to customers (including vehicle expenses, expenses of delivery personnel and vehicle repair and maintenance) are classified as operating expenses in the consolidated statements of operations. | ||||||||||
General and administrative expenses. General and administrative expenses primarily include wages and benefits and department related costs for human resources, legal, finance and accounting, administrative support and supply. | ||||||||||
Fair value measurement. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: | ||||||||||
Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. | ||||||||||
Level 2 Inputs—Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. | ||||||||||
Level 3 Inputs—Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. | ||||||||||
The fair value of our derivatives (see Note 12) was estimated using industry standard valuation models using market-based observable inputs, including commodity pricing and interest rate curves (Level 2). The fair value of our contingent liabilities (see Note 5) was determined using the discounted future estimated cash payments based on inputs that are not observable in the market (Level 3). We do not have any other assets or liabilities measured at fair value on a recurring basis. | ||||||||||
Our other financial instruments consist primarily of cash and cash equivalents, trade and other receivables, accounts payable, accrued expenses and long term debt. The carrying value of our trade and other receivables, accounts payable and accrued expenses approximates fair value due to their highly liquid nature, short term maturity, or competitive rates assigned to these financial instruments. The fair value of long-term debt approximates the carrying value as the underlying instruments bear interest at rates similar to current rates offered to us for debt with the same remaining maturities. | ||||||||||
Concentration Risk. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. We have not experienced any losses related to these balances. | ||||||||||
The following table provides information about the extent of reliance on major customers and gas suppliers. Total revenues from transactions with an external customer amounting to 10% or more of revenue are disclosed below, together with the identity of the reportable segment. | ||||||||||
Year Ended December 31, | ||||||||||
Customer | Reportable Segment | 2014 | 2013 | 2012 | ||||||
(in thousands) | ||||||||||
Customer A | Crude oil supply and logistics | 620,294 | 1,063,763 | 74,953 | ||||||
Customer B | Crude oil supply and logistics | 173,583 | 272,614 | — | ||||||
Customer C | Crude oil supply and logistics | 168,830 | * | 132,133 | ||||||
*Revenues are less than 10% of the total revenues during the period. | ||||||||||
We are party to various commercial netting agreements that allow us and contractual counterparties to net receivable and payable obligations. These agreements are customary and the terms follow standard industry practice. In the opinion of management, these agreements reduce the overall counterparty risk exposure. | ||||||||||
Income Taxes. We are a limited partnership, and therefore not directly subject to federal income taxes or most state income taxes. Our taxable income (loss) will be included in the federal income tax returns filed by the individual partners. Accordingly, no federal income tax provision has been made in our consolidated financial statements since the income tax is an obligation of the partners. We are subject to Texas margin tax, which is reported in income tax expense in the consolidated statements of operations. | ||||||||||
ASC 740, “Income Taxes”, requires the evaluation of tax positions taken or expected to be taken in the course of preparing our state tax returns and disallows the recognition of tax positions not deemed to meet a “more-likely-than-not” threshold of being sustained by the applicable tax authority. Our management does not believe we have any tax positions taken within our consolidated financial statements that would not meet this threshold. Our policy is to reflect interest and penalties related to uncertain tax positions as part of our income tax expense, when and if they become applicable. | ||||||||||
Equity-Based Compensation. We account for equity-based compensation by recognizing the fair value of awards on the grant date or the date of modification, as applicable, into expense as they are earned, using an estimated forfeiture rate. The forfeiture rate assumption is reviewed annually to determine whether any adjustments to expense are required. | ||||||||||
Comprehensive Loss. For the years ended December 31, 2014, 2013 and 2012, comprehensive loss was equal to net loss. | ||||||||||
Recent Accounting Pronouncements. In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, Compensation - Stock Compensation, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 provides explicit guidance on accounting for share-based payments requiring a specific performance target to be achieved in order for employees to become eligible to vest in the awards when that performance target may be achieved after the requisite service period for the award. The ASU requires that such performance targets be treated as a performance condition, and should not be reflected in the estimate of the grant-date fair value of the award. Instead, compensation cost should be recognized in the period in which it becomes probable the performance target will be achieved. ASU 2014-12 is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. The adoption of ASU 2014-12 is not expected to have a material impact on our consolidated financial statements. | ||||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 supersedes the existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2016 using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. We are currently evaluating the impact of the adoption of ASU 2014-09, but do not anticipate a material impact to its consolidated financial statements. | ||||||||||
In April 2014, the FASB issued No. ASU 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 changes the requirements for reporting discontinued operations. A discontinued operation may include a component of an entity or a group of components of an entity, or a business. A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business or a major equity method investment. Additionally, the update requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income and expenses of discontinued operations. ASU 2014-08 is effective for interim and annual periods beginning after December 15, 2014, with early adoption permitted. The adoption of ASU 2014-08 primarily involves presentation and disclosure and therefore is not expected to have a material impact on our consolidated financial statements. | ||||||||||
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Discontinued Operations | |||||||||||
Discontinued Operations | |||||||||||
3. Discontinued Operations | |||||||||||
On June 30, 2014, we (“Seller”) entered into and simultaneously closed an Asset Purchase Agreement (the “Purchase Agreement”) with Gold Spur Trucking, LLC (“Buyer”), pursuant to which the Seller sold all the trucking and related assets and activities in North Dakota, Montana and Wyoming (the “Bakken Business”) to the Buyer for a purchase price of $9,100,000. As a result, we recognized a loss on this sale of approximately $7,288,000 during the second quarter of 2014, which primarily relates to the write-off of a customer contract associated with the Bakken Business. In addition, immediately prior to the sale, we allocated $1,984,000 of goodwill to the Bakken Business, which was based on the relative fair value of the disposed Bakken Business and the portion of the crude oil supply and logistics reporting unit that was retained by us. The $1,984,000 allocation contributed to the overall net loss from discontinued operations. | |||||||||||
The Bakken Business operations have been classified as discontinued operations for all periods in the consolidated statements of operations. We combined the cash flows from the Bakken Business with the cash flows from continuing operations for all periods presented in the consolidated statements of cash flows. The Bakken Business will not generate any continuing cash flows subsequent to the date of disposition. Prior to the classification as discontinued operations, we reported the Bakken Business in our crude oil supply and logistics segment. The following table summarizes selected financial information related to the Bakken Business’s operations in the years ended December 31, 2014, 2013 and 2012. | |||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
Revenues from discontinued operations | $ | 7,865 | $ | 19,283 | $ | 10,730 | |||||
Net (loss) gain of discontinued operations, net of taxes, including loss on disposal of $7,288 in 2014 | (9,608 | ) | (1,182 | ) | 1,320 | ||||||
Net_Loss_Per_Unit
Net Loss Per Unit | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Net Loss Per Unit | ||||||||||||||
Net Loss Per Unit | ||||||||||||||
4. Net Loss Per Unit | ||||||||||||||
Net loss per unit applicable to common limited partner units and to subordinated limited partner units is computed by dividing the respective limited partners’ interest in net income for the period subsequent to the IPO by the weighted-average number of common units and subordinated units outstanding for the period. Loss per limited partner unit is calculated in accordance with the two-class method for determining loss per unit for master limited partnerships (“MLPs”) when incentive distribution rights (“IDRs”) and other participating securities are present. The two-class method requires that loss per limited partner unit be calculated as if all earnings for the period were distributed as cash, and allocated by applying the provisions of the partnership agreement, and requires a separate calculation for each quarter and year-to-date period. Under the two-class method, any excess of distributions declared over net income is allocated to the partners based on their respective sharing of income specified in the partnership agreement. For the year ended December 31, 2014, diluted loss per unit was equal to basic loss per unit because all instruments were antidilutive. | ||||||||||||||
On February 13, 2015, we paid a cash distribution of $0.3038 per common unit, which represented a prorated amount of our minimum quarterly distribution of $0.325 per common unit, based on the number of days between the closing of the IPO on October 7, 2014 to December 31, 2014. | ||||||||||||||
Year ended December 31, | ||||||||||||||
2014 | ||||||||||||||
(in thousands) | ||||||||||||||
Net loss attributable to the limited partners | $ | (18,616 | ) | |||||||||||
Less: | ||||||||||||||
Distribution declared on common units | 5,523 | |||||||||||||
Distribution declared on subordinated units | 5,491 | |||||||||||||
Net loss attributable to the limited partners in excess of distribution | $ | (29,630 | ) | |||||||||||
Year ended December 31, 2014 | ||||||||||||||
Common Units | Subordinated Units | Incentive | Total | |||||||||||
Distribution | ||||||||||||||
Rights | ||||||||||||||
(in thousands except for unit and per unit data) | ||||||||||||||
Net loss attributable to the limited partners: | ||||||||||||||
Distribution declared | $ | 5,523 | $ | 5,491 | $ | — | $ | 11,014 | ||||||
Net loss in excess of distribution | (14,816 | ) | (14,814 | ) | — | (29,630 | ) | |||||||
Net loss attributable to the limited partners | $ | (9,293 | ) | $ | (9,323 | ) | $ | — | $ | (18,616 | ) | |||
Weighted average units outstanding: | ||||||||||||||
Basic and diluted | 18,212,632 | 18,209,948 | — | 36,422,580 | ||||||||||
Net loss per unit: | ||||||||||||||
Basic and diluted | $ | (0.51 | ) | $ | (0.51 | ) | $ | — | $ | (0.51 | ) | |||
Acquisitions
Acquisitions | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Acquisitions | ||||||||
Acquisitions | ||||||||
5. Acquisitions | ||||||||
2013 Acquisitions | ||||||||
The following acquisitions by JP Development were acquired by us in the Common Control Acquisition. | ||||||||
Acquisition of Wildcat Permian Services LLC. On October 7, 2013, JP Development acquired all of the issued and outstanding equity interests of Wildcat Permian for a total consideration of $212,804,000 in cash. Wildcat Permian owns and operates a long-term contracted oil pipeline system in Crockett and Reagan Counties, Texas. On February 12, 2014, we acquired Wildcat Permian from JP Development as part of the Dropdown Assets as described in Note 1. | ||||||||
The acquisition extended our reach into the core of the rapidly developing Midland Basin, which further diversified our portfolio of transportation and storage assets. | ||||||||
The following table represents the allocation of the total purchase price of this acquisition to the assets acquired and liabilities assumed on October 7, 2013 (in thousands): | ||||||||
Cash | $ | 2,570 | ||||||
Accounts receivable | 16,068 | |||||||
Inventory | 283 | |||||||
Short-term prepaid asset | 134 | |||||||
Total current assets | 19,055 | |||||||
Property, plant and equipment | 33,962 | |||||||
Long-term prepaid asset | 951 | |||||||
Intangible assets: | ||||||||
Customer relationships | 67,700 | |||||||
Total assets acquired | 121,668 | |||||||
Total liabilities assumed | (17,227 | ) | ||||||
Total identifiable net assets acquired | 104,441 | |||||||
Goodwill | 108,363 | |||||||
Net assets acquired | $ | 212,804 | ||||||
Goodwill associated with the Wildcat Permian acquisition principally results from expected future growth potential as well as the synergies expected from integrations with our other crude oil business. We allocated $11,242,000 of the goodwill associated with the Wildcat Permian acquisition to our crude oil supply and logistics business. The fair value of the acquired intangible asset was estimated by applying the income approach. That measure is based on significant inputs that are not observable in the market, which ASC 820 refers to as Level 3 inputs. Customer relationships are amortized over a weighted average useful life of 17 years. | ||||||||
Revenues attributable to Wildcat Permian and included in the consolidated statement of operations totaled $64,136,000 and $10,878,000 for the year ended December 31, 2014 and the period from October 7, 2013 to December 31, 2013, respectively. We do not account for the operations of Wildcat Permian on a stand-alone basis, therefore, it is impracticable to report the amounts of earnings of Wildcat Permian included in the consolidated results of operations related to the post acquisition periods. | ||||||||
Other 2013 Acquisitions. In addition to the acquisition described above, in 2013, JP Development also acquired the businesses in the table noted below for a total purchase price of $27,048,000. The total consideration consisted of $23,085,000 paid in cash, JP Development’s investment in our Class C Common Units representing limited partner interests valued at $1,628,000, a contingent earn-out with a fair value of $1,280,000 that is subject to the achievement of certain trucking revenue goals at Alexander Oil Field Service, Inc. (“AOFS”), and a contingent earn-out with a fair value of $1,055,000 that is subject to the achievement of certain trucking revenue goals at Highway Pipeline, Inc. (“HPI”). The AOFS earn-out period covers the period from September 1, 2013 to August 31, 2015, and the maximum earn-out which could be earned is $1,628,000 over the course of two years. The HPI earn-out period covers the period from January 1, 2014 to December 31, 2016, and the maximum earn-out that could be earned is $3,000,000 over the course of three years. | ||||||||
The fair value measure of the contingent earn-outs was estimated by applying an expected present value technique based on the probability-weighted average of possible outcomes that would occur should certain financial metrics be reached. That measure is based on significant inputs that are not observable in the market, which ASC 820 refers to as Level 3 inputs. The contingent earn-outs were established at the time of the acquisitions and are revalued at each reporting period. We decreased the fair value of the AOFS contingent earn-out liability to $790,000 as of December 31, 2014 based on the actual post-acquisition performance results of the business, as well as our revised expectation of the probable or possible future outcome. The fair value of the HPI contingent earn-out liability increased to $1,367,000 as of December 31, 2014 as a result of the accretion of the liability. As of December 31, 2014, the AOFS liability is recorded in accrued liabilities and the HPI liability is recorded in other-long term liabilities in the consolidated balance sheets. For the year ended December 31, 2014, we recognized $435,000 in total losses related to the changes in fair value of the AOFS and HPI liabilities, which is included in Other income, net, in our consolidated statements of operations. | ||||||||
Date of acquisition | Name of acquired entity | Total purchase price | ||||||
(in thousands) | ||||||||
July 15, 2013 | BMH Propane, LLC (d/b/a Valley Gas) | $ | 2,437 | |||||
August 30, 2013 | Alexander Oil Field Service, Inc. | 7,792 | ||||||
October 11, 2013 | Highway Pipeline, Inc. | 16,819 | ||||||
On February 12, 2014, we acquired the above businesses from JP Development in the Common Control Acquisition described in Note 1. | ||||||||
The following table represents the allocation of the aggregated purchase price to the assets acquired related to the three acquisitions described above, which are individually insignificant at their respective original acquisition dates by JP Development (in thousands): | ||||||||
Accounts receivable | $ | 504 | ||||||
Inventory | 15 | |||||||
Total current assets | 519 | |||||||
Property, plant and equipment | 8,503 | |||||||
Intangible assets: | ||||||||
Trade names and trademarks | 286 | |||||||
Customer relationships | 8,022 | |||||||
Noncompete agreements | 429 | |||||||
Total assets acquired | 17,759 | |||||||
Total liabilities assumed | (475 | ) | ||||||
Total identifiable net assets acquired | 17,284 | |||||||
Goodwill | 9,764 | |||||||
Net assets acquired | $ | 27,048 | ||||||
The goodwill amounts noted for all 2013 acquisitions reflect the difference between purchase prices less the fair value of net assets acquired. Goodwill associated with these acquisitions principally results from synergies expected from integrated operations and from assembled workforce. We do not believe that the acquired intangible assets have an significant residual value at the end of their respective useful live. The fair values of the acquired intangible assets were estimated by applying the income approach. That measure is based on significant inputs that are not observable in the market, which ASC 820 refers to as Level 3 inputs. Trade names and trademarks are amortized over an estimated useful life of 2 years, customer relationships are amortized over a weighted average useful life of 6 years, and non-compete agreements are amortized over an estimated useful life of 3 years. | ||||||||
Revenues attributable to the three acquisitions above and included in the consolidated statement of operations totaled $18,329,000 and $5,781,000, for the year ended December 31, 2014 and the period from each respective acquisition date to December 31, 2013, respectively. We do not account for the operations of these acquisitions on a stand-alone basis, therefore, it is impracticable to report the amounts of earnings of these acquisitons included in the consolidated results of operations related to the post acquisition periods. | ||||||||
2012 Acquisitions | ||||||||
Acquisition of Heritage Propane Express, LLC. On June 7, 2012, we completed the acquisition of 100% of the outstanding membership interests in Heritage Propane Express, LLC (“HPX”). HPX is engaged in the business of preparing, distributing, marketing and selling 20-pound portable propane cylinders pre-filled with propane and collecting used 20-pound portable cylinders for refilling or disposal. | ||||||||
The acquisition of HPX added new channels of propane distribution to our existing propane distribution system and provided a natural hedge to mitigate the seasonality associated with demand for propane. Consideration consisted of a payment of $61,727,000 in cash, which was funded by a combination of borrowings under our revolving credit facility and capital contributions, and a note payable to the former owners of $6,612,000, which was repaid in 2012. | ||||||||
The following table represents the allocation of the total purchase price of this acquisition to the assets acquired and liabilities assumed (in thousands): | ||||||||
Cash | $ | 7,202 | ||||||
Accounts receivable | 7,306 | |||||||
Inventory | 2,427 | |||||||
Prepaid assets | 31 | |||||||
Total current assets | 16,966 | |||||||
Property, plant and equipment | 33,791 | |||||||
Intangible assets: | ||||||||
Trade name | 472 | |||||||
Customer relationships | 12,018 | |||||||
Noncompete agreements | 684 | |||||||
Other long term assets | 5 | |||||||
Total assets acquired | 63,936 | |||||||
Total liabilities assumed | (8,399 | ) | ||||||
Total identifiable net assets acquired | 55,537 | |||||||
Goodwill | 12,802 | |||||||
Net assets acquired | $ | 68,339 | ||||||
Liabilities assumed include $3,097,000 of accounts payable, $4,252,000 of accrued expenses, $435,000 of other long term liabilities, and $615,000 of long-term debt. | ||||||||
Goodwill associated with the HPX acquisition principally results from future growth potential into new geographical markets, as well as obtaining new large-volume or national customers. The fair values of the acquired intangible assets were estimated by applying the income approach. That measure is based on significant inputs that are not observable in the market, which ASC 820 refers to as Level 3 inputs. Trade names are amortized over an estimated useful life of one year, customer relationships are amortized over a weighted average useful life of 15 years, and non-compete agreements are amortized over a weighted average useful life of 5 years. | ||||||||
Revenues attributable to HPX included in the consolidated statements of operations totaled $61,991,000, $58,251,000 and $31,784,000 for the years ended December 31, 2014 and 2013 and the period from June 7, 2012 to December 31, 2012, respectively. We do not account for the operations of HPX on a stand-alone basis, therefore, it is impracticable to report the amounts of earnings of HPX included in the consolidated results of operations related to the post acquisition periods. | ||||||||
Acquisition of Falco Energy Transportation. On July 20, 2012, we acquired all of the membership interests of Falco Energy Transportation, LLC and its subsidiaries (“Falco”). Falco is engaged in providing crude oil gathering and transportation services to producers, marketers and refiners of crude oil. | ||||||||
The acquisition added new services to our existing fee- based midstream operation. The total purchase price of $55,464,000 consisted of a payment of $41,561,000 in cash that was funded by borrowings under our revolving credit facility, and the issuance of 666,667 Class C Common Units representing limited partner interests in us valued at $13,903,000. The fair value of the units was determined using a discounted cash flow model that includes a market multiple applied to the terminal year (Level 3). The assumed liabilities include an assumed debt obligation of $6,532,000. | ||||||||
The following table represents the allocation of the total purchase price of this acquisition to the assets acquired and liabilities assumed (in thousands): | ||||||||
Cash | $ | 223 | ||||||
Accounts receivable | 4,850 | |||||||
Other receivable | 86 | |||||||
Prepaid assets | 925 | |||||||
Total current assets | 6,084 | |||||||
Property, plant and equipment | 15,737 | |||||||
Intangible assets: | ||||||||
Trademarks | 1,421 | |||||||
Customer relationships | 663 | |||||||
Noncompete agreements | 634 | |||||||
Customer contract | 11,285 | |||||||
Other | 61 | |||||||
Total assets acquired | 35,885 | |||||||
Total liabilities assumed | (10,657 | ) | ||||||
Total identifiable net assets acquired | 25,228 | |||||||
Goodwill | 30,236 | |||||||
Net assets acquired | $ | 55,464 | ||||||
Goodwill associated with the Falco acquisition principally results from the integration with our other crude oil business. The fair values of the acquired intangible assets were estimated by applying the income approach. That measure is based on significant inputs that are not observable in the market, which ASC 820 refers to as Level 3 inputs. Trademarks are amortized over an estimated useful life of 10 years, customer relationships are amortized over a weighted average useful life of 2.5 years, non-compete agreements are amortized over a weighted average useful life of 5 years, and the customer contract is amortized over a useful life of 7 years. | ||||||||
Revenues attributable to Falco included in the consolidated statements of operations totaled $21,242,000 and $13,788,000 for the year ended December 31, 2013 and the period from July 20, 2012 to December 31, 2012, respectively. As a result of the Common Control Acquisition in Note 1, Falco was integrated into our crude oil supply and logistics segment and third party revenues associated with the acquired assets are not accounted for on a stand-alone basis. Therefore, it is impracticable to report the amount of revenues of Falco included in the consolidated results of operations for the year ended December 31, 2014. We do not account for the operations of Falco on a stand- alone basis, therefore, it is impracticable to report the amounts of earnings of Falco included in the consolidated results of operations related to the post acquisition periods. | ||||||||
Acquisition of the Parnon Gathering Assets. On August 3, 2012, JP Development acquired the Parnon Gathering Assets for $28,120,000 in cash. The Parnon Gathering Assets primarily provide crude oil supply and logistics for companies engaged in production, distribution, and marketing of crude oil. On February 12, 2014, we acquired the Parnon Gathering Assets from JP Development as part of the Dropdown Assets as described in Note 1. | ||||||||
The acquisition further expanded our fee-based business in crude oil services operation. | ||||||||
The following table represents the allocation of the total purchase price of this acquisition to the assets acquired and liabilities assumed on August 3, 2012 (in thousands): | ||||||||
Cash | $ | 382 | ||||||
Accounts receivable | 30,322 | |||||||
Inventory | 7,886 | |||||||
Prepaid assets | 431 | |||||||
Total current assets | 39,021 | |||||||
Property, plant and equipment | 8,072 | |||||||
Intangible assets: | ||||||||
Trade name | 835 | |||||||
Customer relationships | 5,769 | |||||||
Other long term assets | 848 | |||||||
Total assets acquired | 54,545 | |||||||
Total liabilities assumed | (34,323 | ) | ||||||
Total identifiable net assets acquired | 20,222 | |||||||
Goodwill | 7,898 | |||||||
Net assets acquired | $ | 28,120 | ||||||
Goodwill associated with the acquisition of the Parnon Gathering Assets principally results from the integration with our other crude oil business. The fair values of the acquired intangible assets were estimated by applying the income approach. That measure is based on significant inputs that are not observable in the market, which ASC 820 refers to as Level 3 inputs. Trade names are amortized over an estimated useful life of 1 year and customer relationships are amortized over a weighted average useful life of 5 years. | ||||||||
Revenues attributable to the Parnon Gathering Assets included in the consolidated statements of operations totaled $1,870,997,000 and $289,560,000 for the year ended December 31, 2013 and the period from August 3, 2012 to December 31, 2012, respectively. As a result of the Common Control Acquisition described in Note 1, the Parnon Gathering Assets were integrated into our crude oil supply and logistics segment and third party revenues associated with the acquired assets are not accounted for on a stand-alone basis. Therefore, it is impracticable to report the amount of revenues of the Parnon Gathering Assets included in the consolidated results of operations for the year ended December 31, 2014. We do not account for the operations of the Parnon Gathering Assets on a stand-alone basis, therefore, it is impracticable to report the amounts of earnings of the Parnon Gathering Assets included in the consolidated results of operations related to the post acquisition periods | ||||||||
Acquisition of Parnon Storage, LLC. On August 3, 2012, we acquired 100% of the issued and outstanding membership interests in Parnon Storage, LLC for $91,936,000 in cash which was funded by a combination of borrowings under our revolving credit facility and capital contributions. Parnon Storage, LLC is engaged in providing crude oil storage in Cushing, Oklahoma. | ||||||||
The acquisition further expanded our fee-based business in crude oil services operation. | ||||||||
The following table represents the allocation of the total purchase price of this acquisition to the assets acquired and liabilities assumed (in thousands): | ||||||||
Cash | $ | 91 | ||||||
Prepaid assets | 347 | |||||||
Total current assets | 438 | |||||||
Property, plant and equipment | 52,958 | |||||||
Intangible assets: | ||||||||
Customer contract | 26,993 | |||||||
Other intangible assets | 310 | |||||||
Favorable lease | 198 | |||||||
Total assets acquired | 80,897 | |||||||
Total liabilities assumed | (2 | ) | ||||||
Total identifiable net assets acquired | 80,895 | |||||||
Goodwill | 11,041 | |||||||
Net assets acquired | $ | 91,936 | ||||||
A portion of the acquired lease portfolio contained a favorable lease. The acquired lease terms were compared to current market lease terms to determine if the acquired lease was below or above the current rates tenants would pay for similar leases. The favorable lease is amortized to rent expense on a straight line basis over the life of the related lease, which is 45 years. | ||||||||
Goodwill associated with the Parnon Storage acquisition principally results from future growth potential which can be attributable to Parnon Storage’s strategic location in Cushing, Oklahoma. The fair values of the acquired intangible assets were estimated by applying the income approach. That measure is based on significant inputs that are not observable in the market, which ASC 820 refers to as Level 3 inputs. The customer contract is being amortized over a useful life of 7 years. | ||||||||
Revenues attributable to Parnon Storage included in the consolidated statements of operations totaled $14,086,000, $14,524,000 and $6,224,000 for the years ended December 31, 2014, 2013 and the period from August 3, 2012 to December 31, 2012, respectively. We do not account for the operations of Parnon Storage on a stand-alone basis, therefore, it is impracticable to report the amounts of earnings of Parnon Storage included in the consolidated results of operations related to the post acquisition periods. | ||||||||
Acquisition of North Little Rock, Arkansas and Caddo Mills, Texas Terminals. On November 27, 2012, we acquired substantially all of the assets of Truman Arnold Companies’ refined petroleum products pipeline terminal in Caddo Mills, Texas (“Caddo”) and in North Little Rock, Arkansas (“ATT”), for $62,500,000 in cash and 2,500,000 Class C Common Units representing limited partner interests in us valued at $69,875,000. ATT and Caddo are engaged in the terminal, storage and distribution of refined products. | ||||||||
The acquisitions added new services to our existing fee-based midstream operation. | ||||||||
The following table represents the allocation of the total purchase price of this acquisition to the assets acquired and liabilities assumed (in thousands): | ||||||||
Other receivable | $ | 83 | ||||||
Property, plant and equipment | 25,488 | |||||||
Intangible assets: | ||||||||
Customer relationships | 45,457 | |||||||
Noncompete agreements | 227 | |||||||
Other | 40 | |||||||
Total assets acquired | 71,295 | |||||||
Total liabilities assumed | (83 | ) | ||||||
Total identifiable net assets acquired | 71,212 | |||||||
Goodwill | 61,163 | |||||||
Net assets acquired | $ | 132,375 | ||||||
Goodwill associated with the ATT and Caddo acquisitions principally results from synergies expected from expanded operations and from assembled workforce. The fair values of the acquired intangible assets were estimated by applying the income approach. That measure is based on significant inputs that are not observable in the market, which ASC 820 refers to as Level 3 inputs. Customer relationships are amortized over a weighted average useful life of 15 years and non-compete agreements are amortized over a weighted average useful life of 3 years. | ||||||||
Revenues attributable to ATT and Caddo included in the consolidated statements of operations totaled $23,287,000, $24,011,000 and $2,706,000 for the years ended December 31, 2014, 2013 and the period from November 27, 2012 to December 31, 2012, respectively. We do not account for the operations of ATT and Caddo on a stand-alone basis, therefore, it is impracticable to report the amounts of earnings of ATT and Caddo included in the consolidated results of operations related to the post acquisition periods. | ||||||||
Other 2012 Acquisitions. In addition to the above acquisitions, we acquired the entities summarized below, for a total purchase price of $23,823,000, of which $23,225,000 was paid in cash and $598,000 was issued as a promissory note to the seller: | ||||||||
Date of acquisition | Name of acquired entity | Total purchase price | ||||||
(in thousands) | ||||||||
January 10, 2012 | MK Gas Ltd. (d/b/a Bill Smith Butane) | $ | 1,833 | |||||
May 1, 2012 | Reynolds Brothers Propane, Inc. | 4,515 | ||||||
December 31, 2012 | Tri-State Propane, Inc. | 2,818 | ||||||
December 31, 2012 | SemStream Arizona Propane, L.L.C. | 14,657 | ||||||
The following table represents the allocation of the aggregated purchase price to the assets acquired and liabilities assumed related to the three acquisitions described above, which are individually insignificant (in thousands): | ||||||||
Cash | $ | 202 | ||||||
Accounts receivable | 3,080 | |||||||
Inventory | 1,346 | |||||||
Prepaid assets | 894 | |||||||
Total current assets | 5,522 | |||||||
Property, plant and equipment | 16,107 | |||||||
Intangible assets: | ||||||||
Customer relationships | 1,512 | |||||||
Noncompete agreements | 151 | |||||||
Other | 411 | |||||||
Total assets acquired | 23,703 | |||||||
Total liabilities assumed | (2,605 | ) | ||||||
Total identifiable net assets acquired | 21,098 | |||||||
Goodwill | 2,725 | |||||||
Net assets acquired | $ | 23,823 | ||||||
Goodwill associated with these acquisitions principally results from synergies expected from combined operations and from assembled workforce. The fair values of the acquired intangible assets were estimated by applying the income approach. That measure is based on significant inputs that are not observable in the market, which ASC 820 refers to as Level 3 inputs. Customer relationships are amortized over a weighted average useful life of 13 years. | ||||||||
The goodwill amounts noted for all 2012 acquisitions reflect the difference between purchase prices less the fair value of net assets acquired. Goodwill was warranted because these acquisitions enhance our current operations, and certain acquisitions are expected to reduce costs through synergies with existing operations. We do not believe that the acquired intangible assets have any significant residual value at the end of their respective useful life. | ||||||||
The operations of the above businesses are fully integrated into our operations and no separate financial results were maintained. Therefore, it is impracticable for us to report the amounts of revenues and earnings of the above acquirees included in the consolidated results of operations. | ||||||||
Pro Forma Information | ||||||||
The following unaudited pro forma information summarizes the results of operations for the years ended December 31, 2013 and 2012 as if the significant acquisition of JP Permian (effectively acquired by us on October 7, 2013—see Note 1) had been completed at the beginning of the prior comparative year. Financial information of certain acquisitions was impractical to obtain and accordingly have not been included in the pro forma financial information presented below. For the Parnon Gathering Assets acquisition, net income for the years preceding the acquisition were unavailable, and as a result are not included in the pro forma information below. The Parnon Gathering assets generated $218,668,000 of operating revenues and $217,218,000 of direct operating expenses for the period from January 1, 2012 to August 2, 2012. | ||||||||
The pro forma data combines our consolidated results with those of JP Permian (prior to acquisition) for the periods shown. The results are adjusted for amortization, depreciation, interest expense and income taxes relating to the acquisition. No effect has been given to cost reductions or operating synergies in this presentation. These pro forma amounts do not purport to be indicative of the results that would have actually been achieved if the acquisitions had occurred as of the beginning of the periods presented or that may be achieved in the future. The pro forma amounts are as follows: | ||||||||
Year ended December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
(unaudited) | ||||||||
Pro forma consolidated revenue | $ | 2,105,201 | $ | 504,222 | ||||
Pro forma consolidated net loss | $ | (17,344 | ) | $ | (565 | ) | ||
Inventory
Inventory | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory | ||||||||
Inventory | ||||||||
6. Inventory | ||||||||
Inventory consists of the following as of December 31, 2014 and 2013: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Crude Oil | $ | 15,311 | $ | 31,099 | ||||
NGLs | 3,342 | 5,274 | ||||||
Diesel | 266 | 438 | ||||||
Materials, supplies and equipment | 1,907 | 1,768 | ||||||
Total inventory | $ | 20,826 | $ | 38,579 | ||||
As of December 31, 2014, we had a $222,000 lower of cost or market (“LCM”) adjustment, primarily related to certain barrels of crude oil we had on hand at year-end. | ||||||||
Property_Plant_and_Equipment_n
Property, Plant and Equipment, net | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment | ||||||||
Property, Plant and Equipment, net | ||||||||
7. Property, Plant and Equipment, net | ||||||||
Property, plant and equipment, net consists of the following as of December 31, 2014 and 2013: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Land | $ | 6,942 | $ | 7,922 | ||||
Buildings and improvements | 12,272 | 11,354 | ||||||
Transportation equipment | 47,164 | 54,448 | ||||||
Storage and propane tanks | 141,005 | 132,309 | ||||||
Pipelines and linefill | 62,125 | 22,421 | ||||||
Office furniture and fixtures | 8,688 | 6,035 | ||||||
Other equipment | 29,376 | 24,222 | ||||||
Construction-in-progress | 6,752 | 10,899 | ||||||
Total property, plant and equipment | 314,324 | 269,610 | ||||||
Less: accumulated depreciation | (52,176 | ) | (31,517 | ) | ||||
Property, plant and equipment, net | $ | 262,148 | $ | 238,093 | ||||
Depreciation expense totaled $24,618,000, $19,984,000 and $8,529,000 for the years ended December 31, 2014, 2013 and 2012, respectively, which is included in depreciation and amortization expense in the consolidated statements of operations. Depreciation expense amounts have been adjusted by $581,000, $1,143,000 and $267,000 for the years ended December 31, 2014, 2013 and 2012, respectively, to present the Bakken Business’s operations as discontinued operations. | ||||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||
8. Goodwill and Intangible Assets | |||||||||||||||||
Intangible assets consist of the following for the years ended December 31, 2014 and 2013: | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Gross | Net | ||||||||||||||||
carrying | Accumulated | carrying | |||||||||||||||
amount | amortization | amount | |||||||||||||||
(in thousands) | |||||||||||||||||
Customer relationships | $ | 82,235 | $ | (17,063 | ) | $ | 65,172 | ||||||||||
Noncompete agreements | 3,728 | (2,283 | ) | 1,445 | |||||||||||||
Trade names | 2,147 | (583 | ) | 1,564 | |||||||||||||
Customer contract | 95,594 | (15,662 | ) | 79,932 | |||||||||||||
Other | 209 | (11 | ) | 198 | |||||||||||||
Total | $ | 183,913 | $ | (35,602 | ) | $ | 148,311 | ||||||||||
December 31, 2013 | |||||||||||||||||
Gross | Net | ||||||||||||||||
carrying | Accumulated | carrying | |||||||||||||||
amount | amortization | amount | |||||||||||||||
(in thousands) | |||||||||||||||||
Customer relationships | $ | 82,898 | $ | (9,907 | ) | $ | 72,991 | ||||||||||
Noncompete agreements | 3,728 | (1,392 | ) | 2,336 | |||||||||||||
Trade names | 2,146 | (283 | ) | 1,863 | |||||||||||||
Customer contract | 106,879 | (9,205 | ) | 97,674 | |||||||||||||
Other | 309 | (72 | ) | 237 | |||||||||||||
Total | $ | 195,960 | $ | (20,859 | ) | $ | 175,101 | ||||||||||
As a result of the sale of the Bakken Business, we wrote-off $8,060,000 in customer contracts during the year ended December 31, 2014 (see Note 3). | |||||||||||||||||
Amortization expense totaled $17,870,000, $13,361,000 and $5,327,000 for December 31, 2014, 2013 and 2012, respectively, which is included in depreciation and amortization expense in the consolidated statements of operations. Amortization expense amounts have been adjusted by $853,000, $1,707,000 and $1,003,000 for the years ended December 31, 2014, 2013 and 2012, respectively, to present the Bakken Business’s operations as discontinued operations. | |||||||||||||||||
We amortize intangible assets over their estimated benefit period on a straight-line basis. | |||||||||||||||||
The estimated future amortization expense for amortizable intangible assets to be recognized is as follows (in thousands): | |||||||||||||||||
2015 | $ | 17,240 | |||||||||||||||
2016 | 16,849 | ||||||||||||||||
2017 | 15,997 | ||||||||||||||||
2018 | 15,054 | ||||||||||||||||
2019 | 13,069 | ||||||||||||||||
Thereafter | 70,102 | ||||||||||||||||
Total | $ | 148,311 | |||||||||||||||
Goodwill activity in 2013 and 2014 consists of the following: | |||||||||||||||||
Crude oil | Crude oil | Refined products | NGL | Total | |||||||||||||
pipelines and | supply and | terminals and | distribution | ||||||||||||||
storage | logistics | storage | and sales | ||||||||||||||
(in thousands) | |||||||||||||||||
Balance at January 1, 2013 | $ | 11,041 | $ | 38,134 | $ | 61,163 | $ | 22,240 | $ | 132,578 | |||||||
Goodwill acquired during the year | 97,121 | 11,911 | — | 9,095 | 118,127 | ||||||||||||
Balance at December 31, 2013 | 108,162 | 50,045 | 61,163 | 31,335 | 250,705 | ||||||||||||
Disposals | — | (1,984 | ) | — | — | (1,984 | ) | ||||||||||
Balance at December 31, 2014 | $ | 108,162 | $ | 48,061 | $ | 61,163 | $ | 31,335 | $ | 248,721 | |||||||
We recorded a decrease in goodwill of $1,984,000 during the year ended December 31, 2014 related to the sale of the Bakken Business. | |||||||||||||||||
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities | ||||||||
Accrued Liabilities | ||||||||
9. Accrued Liabilities | ||||||||
Accrued liabilities are comprised of the following as of December 31, 2014 and 2013: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Taxes payable | $ | 1,915 | $ | 3,406 | ||||
Accrued payroll and employee benefits | 8,148 | 8,138 | ||||||
Accrued professional fees | 462 | 3,093 | ||||||
Royalties payable | 4,281 | 3,910 | ||||||
Short-term derivative liabilities | 10,157 | 200 | ||||||
Other | 4,008 | 4,001 | ||||||
$ | 28,971 | $ | 22,748 | |||||
Capital_Leases_and_Other_Short
Capital Leases and Other Short-Term Debt | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt and Capital Lease Obligations [Abstract] | ||||||||
Capital Leases and Other Short Term Debt | ||||||||
10. Capital Leases and Other Short-Term Debt | ||||||||
Capital Leases. We have certain leases for buildings, transportation equipment and office equipment, which are accounted for as capital leases. The leases mature between 2015 and 2021. Assets under capital lease are recorded within property, plant and equipment, net in the consolidated balance sheets. The following is a summary of assets held under such agreements. | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Buildings and improvements | $ | 138 | $ | 138 | ||||
Transportation equipment | 261 | 406 | ||||||
Office furniture and equipment | 129 | 108 | ||||||
Other equipment | 49 | — | ||||||
577 | 652 | |||||||
Less: Accumulated depreciation | (254 | ) | (369 | ) | ||||
Assets under capital lease, net | $ | 323 | $ | 283 | ||||
Scheduled repayments of capital lease obligations are as follows (in thousands): | ||||||||
Years ending December 31, | ||||||||
2015 | $ | 208 | ||||||
2016 | 155 | |||||||
2017 | 112 | |||||||
2018 | 40 | |||||||
2019 | 31 | |||||||
Thereafter | 33 | |||||||
579 | ||||||||
Less: amounts representing interest | (207 | ) | ||||||
Total obligations under capital leases | 372 | |||||||
Less: current portion | (138 | ) | ||||||
Long-term capital lease obligation | $ | 234 | ||||||
The long term capital lease obligation is included within other long-term liabilities in the consolidated balance sheets. | ||||||||
Other Short-Term Debt. In addition, we had $91,000 and $386,000 bank overdrafts outstanding as of December 31, 2014 and 2013, respectively. | ||||||||
We financed a portion of our annual insurance premium in 2013. As of December 31, 2013, the outstanding balance under this arrangement was $49,000 at an interest rate of 3.2%. We repaid the outstanding amount in the first quarter of 2014 and no longer finance our insurance premiums. | ||||||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Long-Term Debt | ||||||||
Long-Term Debt | ||||||||
11. Long-Term Debt | ||||||||
Long-term debt consists of the following at December 31, 2014 and 2013: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Wells Fargo revolving loans | $ | — | $ | 177,557 | ||||
Bank of America revolving loan | 83,000 | — | ||||||
F&M loans | — | 4,135 | ||||||
HBH note payable | 1,277 | 1,470 | ||||||
Related party note payable | — | 1,000 | ||||||
Reynolds note payable | — | 344 | ||||||
Noncompete notes payable | 231 | 340 | ||||||
Total long-term debt | $ | 84,508 | $ | 184,846 | ||||
Less: Current maturities | (383 | ) | (698 | ) | ||||
Total long-term debt, net of current maturities | $ | 84,125 | $ | 184,148 | ||||
Wells Fargo Credit Agreement. We had a $20,000,000 working capital revolving credit facility and a $180,000,000 acquisition revolving credit facility with Wells Fargo Bank, N.A. (the “WFB Credit Agreement”). Our outstanding borrowings under the WFB Credit Agreement were collateralized by substantially all of our assets. | ||||||||
On February 12, 2014, we entered into a credit agreement with Bank of America and used the borrowings under the Bank of America credit facility to repay all outstanding balances under the WFB Credit Agreement. As a result of the termination of the WFB Credit Agreement, we wrote off $1,634,000 of deferred financing costs during the year ended December 31, 2014. | ||||||||
Bank of America Credit Agreement. On February 12, 2014, we entered into a credit agreement with Bank of America, N.A. (the “BOA Credit Agreement”), which is available for refinancing and repayment of certain existing indebtedness, working capital, capital expenditures, permitted acquisitions and general partnership purposes, including distributions, not in contravention of law of the loan documents and to pay off our existing WFB commitments and F&M Loans (as described below). The BOA Credit Agreement consists of a $275,000,000 revolving loan, which includes a sub-limit of up to $100,000,000 for letters of credit, and contains an accordion feature that will allow us to increase the borrowing capacity thereunder from $275,000,000 up to $425,000,000, subject to obtaining additional or increased lender commitments. The BOA Credit Agreement will mature on February 12, 2019. Our obligations under the BOA Credit Agreement are collateralized by substantially all of our assets. | ||||||||
Borrowings under the BOA Credit Agreement bear interest at a rate per annum equal to, at our option, either (a) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50%, (2) the prime rate of Bank of America, and (3) LIBOR, subject to certain adjustments, plus 1.00% or (b) LIBOR, in each case plus an applicable margin. The initial applicable margin is (a) 2.00% for prime rate borrowings and 3.00% for LIBOR borrowings. The commitment fee is subject to adjustment each quarter based on (i) prior to the IPO, the Consolidated Total Leverage Ratio, as defined in the BOA Credit Agreement and (ii) on or after the IPO, the Consolidated Net Total Leverage Ratio, as defined in the BOA Credit Agreement. | ||||||||
As of December 31, 2014, the unused balance of the BOA Credit Agreement was $145,704,000. Issued and outstanding letters of credit, which reduced available borrowings under the BOA Credit Agreement, totaled $46,296,000 at December 31, 2014. We are required to pay a commitment fee on the unused commitments under the BOA Credit Agreement, which initially is 0.50% per annum. The commitment fee is subject to adjustment each quarter based on (i) prior to the IPO, the Consolidated Total Leverage Ratio, as defined in the BOA Credit Agreement and (ii) on or after the IPO, the Consolidated Net Total Leverage Ratio, as defined in the BOA Credit Agreement. | ||||||||
Prior to the IPO | ||||||||
· | Maintenance of certain financial covenants including a consolidated total leverage ratio of not more than 4.50 to 1.00 prior to the issuance of certain unsecured notes (which will be increased to 4.75 to 1.00 for certain measurement periods following the consummation of certain acquisitions), a consolidated total leverage ratio of not more than 4.75 to 1.00 from and after the issuance of certain unsecured notes, a consolidated senior secured leverage ratio of not more than 3.00 to 1.00 from and after the issuance of certain unsecured notes and a consolidated interest coverage ratio of not less than 2.50 to 1.00. | |||||||
· | Financial statement reporting requirements, including quarterly unaudited financial statement reporting and annual audited financial statement reporting. | |||||||
· | Restrictions on cash distributions, including cash distributions to holders of equity units, unless certain leverage and coverage ratios are maintained before and after the cash distribution. | |||||||
After the IPO | ||||||||
· | Maintenance of certain financial covenants including a consolidated net total leverage ratio of not more than 4.50 to 1.00 prior to the issuance of certain unsecured notes (which will be increased to 5.00 to 1.00 for certain measurement periods following the consummation of certain acquisitions), a consolidated net total leverage ratio of not more than 5.00 to 1.00 from and after the issuance of certain unsecured notes (which will be increased to 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions), a consolidated senior secured net leverage ratio of not more than 3:50 to 1:00 from and after the issuance of certain unsecured notes and a consolidated interest coverage ratio of not less than 2.50 to 1.00. | |||||||
· | Financial statement reporting requirements, including quarterly unaudited financial statement reporting and annual audited financial statement reporting. | |||||||
· | Restrictions on cash distributions, including cash distributions to holders of equity units, unless certain leverage and coverage ratios are maintained before and after the cash distribution. | |||||||
We were not in compliance with the leverage ratio covenant during the second quarter of 2014, which noncompliance was waived pursuant to a waiver received by us on August 5, 2014. We were in compliance with all covenants as of December 31, 2014. | ||||||||
F&M Bank & Trust Company Credit Agreement. On July 20, 2012, we entered into an amended and restated credit agreement with F&M Bank & Trust Company for the purchase of new, and the refinancing of existing, vehicles and equipment. The F&M Bank Credit Agreement consisted of several term loans (collectively, “F&M Loans”). Our obligations under the F&M Loans were collateralized by our vehicles and equipment financed by these loans. | ||||||||
The F&M Loans had a credit commitment of $9,000,000 and an outstanding loan balance of $4,135,000 as of December 31, 2013, with maturity dates ranging from February 7, 2015 through September 7, 2017. The F&M Loans called for monthly principal payments, plus accrued interest thereon. | ||||||||
At the time of each payment, the F&M Loans called for payment of accrued interest on the outstanding principal balance at the Prime Rate plus 0.5%, subject to an interest rate floor of 5.0%. The interest rate was reset at each payment date. | ||||||||
The outstanding balance of $4,135,000 on the F&M Loans was paid in full on February 12, 2014, with the proceeds from the BOA Credit Agreement. | ||||||||
HBH Note Payable. We issued a $2,012,500 non-interest bearing promissory note in conjunction with the acquisition of HBH on November 15, 2011. The carrying value of this note is $1,277,000 and $1,470,000 as of December 31, 2014 and December 31, 2013, respectively, which is based on an interest rate of 5.0%. This balance is payable every January and July through December 31, 2016 based on the number of meter connections above a threshold. The minimum amount due is $2,012,500. The final remaining balance on this loan is due in full on December 31, 2016. Accretion expense, included as a component of interest expense, totaled $66,000, $69,000 and $82,000 for the 2014, 2013 and 2012, respectively. The fair value measure is based on significant inputs that are not observable in the market, which ASC 820 refers to as Level 3 inputs. | ||||||||
Reynolds Note Payable. We issued a $645,000 non-interest bearing promissory note as partial consideration for the acquisition of Reynolds Brother Propane on May 1, 2012. The note was payable in two installments of $295,000 and $350,000 at the first and second anniversary of the acquisition closing date (i.e. May 1, 2013 and May 1, 2014), respectively. The carrying value of the note was $344,000 at December 31, 2013, which was based on an effective imputed interest rate of 4.5%. Accretion expense, included as a component of interest expense totaled $6,000, $21,000 and $20,000, respectively for 2014, 2013 and 2012. On May 1, 2014, we repaid the promissory note in full. | ||||||||
Non-Compete Notes Payable. As part of the acquisition of HPX in June 2012, we acquired several promissory notes, which were issued prior to acquisition by HPX as consideration for several non-compete agreements unrelated to the acquisition transaction. Each of the agreements has a five year term and is non-interest bearing. The fair value of the agreements is $231,000 and $340,000 at December 31, 2014 and December 31, 2013, which is based on an effective imputed interest rate of 3.5%. | ||||||||
Related Party Note Payable. On November 5, 2013, we issued a $1,000,000 promissory note to JP Development for working capital requirements. The note was to mature on November 5, 2016 and bore interest at 4.75%. The interest rate was subject to an adjustment each quarter equal to the weighted average rate of JP Development’s outstanding indebtedness during the most recently ended fiscal quarter. Accrued interest on the note was payable quarterly in arrears. On March 20, 2014, we repaid the promissory note in full. | ||||||||
Scheduled principal repayments of long-term debt for each of the next five years ending December 31 and thereafter are as follows (in thousands): | ||||||||
2015 | $ | 383 | ||||||
2016 | 386 | |||||||
2017 | 739 | |||||||
2018 | — | |||||||
2019 | 83,000 | |||||||
Thereafter | — | |||||||
Total | $ | 84,508 | ||||||
Derivative_Instruments
Derivative Instruments | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Derivative Instruments | ||||||||||||||||
Derivative Instruments | ||||||||||||||||
12. Derivative Instruments | ||||||||||||||||
We are exposed to certain market risks related to the volatility of commodity prices and changes in interest rates. To monitor and manage these market risks, we have established comprehensive risk management policies and procedures. We do not enter into derivative instruments for any purpose other than hedging commodity price risk and interest rate risk. That is, we do not speculate using derivative instruments. | ||||||||||||||||
Commodity Price Risk. Our NGL distribution and sales segment is exposed to market risks related to the volatility of propane prices. Management believes it is prudent to limit the variability of a portion of our propane purchases. To meet this objective, we use swap contracts to manage our exposure to market fluctuations in propane prices. The following table details the outstanding commodity-related derivatives as of December 31, 2014, 2013 and 2012, none of which were designated as hedges for accounting purposes. | ||||||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | ||||||||||||||
Notional Volume | Maturity | Notional Volume | Maturity | Notional Volume | Maturity | |||||||||||
Derivatives not designated as hedging contracts: | ||||||||||||||||
Propane (Gallons) : | ||||||||||||||||
Forward Contracts | — | — | — | — | 1,954,800 | Jan 2013 - Nov 2013 | ||||||||||
Swaps | 27,958,302 | Jan 2015 - Dec 2016 | 1,728,778 | Jan 2014 - Mar 2014 | 6,513,764 | Jan 2013 - Dec 2013 | ||||||||||
Interest Rate Risk. We are exposed to variable interest rate risk as a result of variable-rate borrowings under our revolving credit facilities. Management believes it is prudent to limit the variability of a portion of our interest payments. To meet this objective, we entered into interest rate swap agreements to manage fluctuations in cash flows resulting from interest rate risk on a portion of our debt with a variable-rate component. These swaps change the variable-rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the interest rate swaps, we receive variable interest rate payments and make fixed interest rate payments, thereby creating the equivalent of fixed-rate debt for the portion of the debt that is swapped. The following table summarizes the interest rate swaps outstanding as of December 31, 2014, 2013 and 2012, none of which were designated as hedges for accounting purposes. | ||||||||||||||||
Notional Amount Outstanding | ||||||||||||||||
Term | Type | December 31, 2014 | December 31, 2013 | December 31, 2012 | ||||||||||||
July 2015(1) | Pay a fixed rate and receive a floating rate based on 1-month LIBOR | $ | 32,000,000 | $ | 32,000,000 | $ | 32,000,000 | |||||||||
September 2015(2) | Pay a fixed rate and receive a floating rate based on 1-month LIBOR | $ | 43,000,000 | $ | 43,000,000 | $ | 43,000,000 | |||||||||
-1 | Fixed rate set at 0.54%, 0.50% and 0.50% as of December 31, 2014, 2013 and 2012, respectively | |||||||||||||||
-2 | Fixed rate set at 0.51%, 0.47% and 0.47% as of December 31, 2014, 2013 and 2012, respectively | |||||||||||||||
Credit Risk. By using derivative instruments to economically hedge exposures to changes in commodity prices and interest rates, we are exposed to counterparty credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Partnership, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, we do not possess credit risk. We minimize the credit risk in derivative instruments by entering into transactions with high- quality counterparties. We have entered into Master International Swap Dealers Association (“ISDA”) Agreements that allow for netting of swap contract receivables and payables in the event of default by either party. | ||||||||||||||||
Fair Value of Derivative Instruments. We measure derivative instruments at fair value using the income approach which discounts the future net cash settlements expected under the derivative contracts to a present value. These valuations utilize primarily observable (“level 2”) inputs, including contractual terms, commodity prices, interest rates and yield curves observable at commonly quoted intervals. None of our derivative contracts are designated as hedging instruments. The following table summarizes the fair values of our derivative contracts included in the consolidated balance sheets as of December 31, 2014 and 2013. | ||||||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||||||
Balance Sheet Location | December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | ||||||||||||
(in thousands) | ||||||||||||||||
Derivatives not designated as hedging contracts: | ||||||||||||||||
Commodity Swap Contracts | Prepaid expenses and other current assets | $ | — | $ | 498 | $ | — | $ | — | |||||||
Commodity Swap Contracts | Accrued Liabilities | — | — | (8,941 | ) | — | ||||||||||
Commodity Swap Contracts | Other Long-term liabilities | — | — | (3,251 | ) | — | ||||||||||
Interest Rate Swap Contracts | Accrued Liabilities | — | — | (158 | ) | (200 | ) | |||||||||
Interest Rate Swap Contracts | Other Long-term liabilities | — | — | — | (4 | ) | ||||||||||
As of December 31, 2014 and 2013, we presented the fair value of the derivative contracts on a gross basis in the consolidated balance sheets. In the statement of cash flows, the effects of settlements of derivative instruments are classified in operating activities, consistent with the related transactions. | ||||||||||||||||
The following tables summarize the amounts recognized with respect to our derivative instruments within the consolidated statements of operations. | ||||||||||||||||
Location of Gain/(Loss) Recognized in Income on | Amount of Gain/(Loss) Recognized in Income on Derivatives | |||||||||||||||
Derivatives | ||||||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | ||||||||||||||
(in thousands) | ||||||||||||||||
Derivatives not designated as hedging contracts: | ||||||||||||||||
Commodity derivatives | Cost of sales | $ | (13,762 | ) | $ | 902 | $ | 640 | ||||||||
Interest rate swaps | Interest expense | (227 | ) | (168 | ) | (257 | ) | |||||||||
Partners_Capital
Partners' Capital | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Partners' Capital | ||||||||||||
Partners' Capital | ||||||||||||
13. Partners’ Capital | ||||||||||||
Initial Public Offering. On October 7, 2014, we closed on our IPO of 13,750,000 common units, representing a 37.7% interest in us. Total proceeds from the sale of the units were $257.1 million, net of underwriting discounts and structuring fees. See Note 1 for details of the IPO and recapitalization transactions. | ||||||||||||
Preferred Units. On August 1, 2013, we converted all 524,746 of the then-outstanding Series A Convertible Preferred Units, all 552,348 of the then-outstanding Series B Convertible Preferred Units, and all 59,270 of the then-outstanding Series C Convertible Preferred Units previously issued to Lonestar, on a one-for-one basis into Class A Common Units. | ||||||||||||
On March 28, 2014, we authorized and issued to Lonestar 1,818,182 Series D Convertible Redeemable Preferred Units (the “Series D Preferred Units”) for a cash purchase price of $22.00 per unit pursuant to the terms of a Series D Subscription Agreement (the “Subscription Agreement”) by and among us, JP Energy GP II LLC, a Delaware limited liability company and general partner to the Partnership (the “General Partner”) and Lonestar. This transaction resulted in proceeds to us of $40,000,000. During the year ended December 31, 2014, we issued to Lonestar 110,727 Series D PIK Units related to the distributions earned for the three months ended June 30, 2014 and the three months ended September 30, 2014. On October 7, 2014, we paid $42,436,000 from proceeds related to the IPO to redeem all then outstanding Series D Preferred Units. | ||||||||||||
Common Units. On several occasions in 2012, pursuant to various amendments to the Second Amended and Restated Agreement of Limited Partnership, we issued an aggregate of 6,818,183 Class A Common Units to Lonestar, for total net proceeds of $150,063,000 to partially fund various acquisitions. | ||||||||||||
On February 12, 2014, we issued 363,636 Class A Common Units to Lonestar for total net proceeds of $8,000,000. | ||||||||||||
In 2012, in connection with the Falco acquisition and the ATT and Caddo acquisition, we issued 666,667 Class C Common Units valued at $13,903,000 and 2,500,000 Class C Common Units valued at $69,875,000, respectively. | ||||||||||||
Throughout 2013, we issued an aggregate of 88,114 Class C Common Units to JP Development for total net proceeds of $3,128,000. | ||||||||||||
With the exception of the distribution of proceeds upon a “Change of Control Event” as described in the Partnership Agreement, all Class A Common Units, Class B Common Units, and Class C Common Units (collectively, the “Existing Common Units”) have the same terms and conditions. | ||||||||||||
Prior to the closing of the IPO, the Existing Common Units were split into approximately 0.89 common units, resulting in an aggregate of 22,677,004 outstanding Existing Common Units. An aggregate of 18,213,502 of the Existing Common Units held by existing partners were automatically converted into 18,213,502 subordinated units. Subsequent to the closing of our IPO, the remaining 4,463,502 Existing Common Units were automatically converted into common units on a one-to-on basis and we issued 13,750,000 common units to the public. | ||||||||||||
Subordinated Units. Our Amended Partnership Agreement provides that, during the subordination period, the common units will have the right to receive distributions of available cash, defined below, each quarter in an amount equal to $0.3250 per common unit, which amount is defined in our Amended Partnership Agreement as the minimum quarterly distribution (“MQD”), plus any arrearages in the payment of the MQD on the common units from prior quarters, before any distributions of available cash may be made on the subordinated units. These units are deemed “subordinated” because for a period of time, referred to as the subordination period, the subordinated units will not be entitled to receive any distributions until the common units have received the MQD plus any arrearages from prior quarters. Furthermore, no arrearages will be paid on the subordinated units. The practical effect of the subordinated units is to increase the likelihood that, during the subordination period, there will be available cash to be distributed on the common units. The subordination period will end, and the subordinated units will convert to common units, on a one-for-one basis, when certain distribution milestones described in the Amended Partnership Agreement have been met. | ||||||||||||
Available Cash. Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter: | ||||||||||||
· | less, the amount of cash reserves established by our general partner to: | |||||||||||
· | provide for the proper conduct of our business (including reserves for our future capital expenditures and anticipated future debt service requirements); | |||||||||||
· | comply with applicable law, any of our debt instruments or other agreements; or | |||||||||||
· | provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters (provided that our general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent us from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter); | |||||||||||
· | plus, if our general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter. | |||||||||||
General Partner Interest and IDRs. As of December 31, 2014 and 2013, the General Partner had 45 general partner units. On October 7, 2014, subsequent to the closing of the IPO, the 45 general partner units were recharacterized as a non-economic general partners interest in us. | ||||||||||||
The non-economic general partner interest in us does not entitle it to receive cash distributions. However, our general partner may in the future own common units or other equity interests in us, and will be entitled to receive distributions on such interests. | ||||||||||||
Incentive distribution rights represent the right to receive an increasing percentage (15.0%, 25.0% and 50.0%) of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved. Our general partner currently holds the incentive distribution rights, but may transfer these rights separately from its general partner interest, subject to restrictions in our Amended Partnership Agreement. | ||||||||||||
The following discussion assumes that there are no arrearages on the common units and that our general partner continues to own the incentive distribution rights. | ||||||||||||
If for any quarter: | ||||||||||||
· | we have distributed available cash from operating surplus to the common unitholders and subordinated unitholders in an amount equal to the minimum quarterly distribution; and | |||||||||||
· | we have distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution; | |||||||||||
then, we will distribute any additional available cash from operating surplus for that quarter among the unitholders and our general partner in the following manner: | ||||||||||||
· | first, 100.0% to all unitholders, pro rata, until each unitholder receives a total of $0.37375 per unit for that quarter (the “first target distribution”); | |||||||||||
· | second, 85.0% to all unitholders, pro rata, and 15.0% to our general partner (in its capacity as the holder of our incentive distribution rights), until each unitholder receives a total of $0.40625 per unit for that quarter (the “second target distribution”); | |||||||||||
· | third, 75.0% to all unitholders, pro rata, and 25.0% to our general partner (in its capacity as the holder of our incentive distribution rights), until each unitholder receives a total of $0.4875 per unit for that quarter (the “third target distribution”); and | |||||||||||
· | thereafter, 50.0% to all unitholders, pro rata, and 50.0% to our general partner (in its capacity as the holder of our incentive distribution rights). | |||||||||||
Distributions. Prior to our IPO, our Partnership Agreement required that, within 60 days after the end of each quarter, we distribute all of our available cash to unitholders of record on the applicable record date, as determined by the General Partner. In connection with the IPO, we entered into the Amended Partnership Agreement, which requires that, within 45 days after the end of each quarter, beginning with the quarter ending December 31, 2014, we distribute all of our available cash to unitholders of record on the applicable record date, subject to certain terms and conditions. During the year ended December 31, 2014, we did not make any cash distributions. During the years ended December 31, 2013 and 2012, we made the following cash distributions per unit: | ||||||||||||
Distribution Date | Cash Distribution | |||||||||||
(per unit) | ||||||||||||
February 2012 | $ | 0.50 | ||||||||||
May 2012 | 0.50 | |||||||||||
August 2012 | 0.50 | |||||||||||
November 2012 | 0.50 | |||||||||||
February 2013 | 0.50 | |||||||||||
July 2013 | 0.50 | |||||||||||
August 2013 | 0.50 | |||||||||||
We paid a cash distribution of $0.3038 per common unit on February 13, 2015, which represented a prorated amount of our minimum quarterly distribution of $0.325 per common unit, based on the number of days between the closing of the IPO on October 7, 2014 to December 31, 2014. | ||||||||||||
Valuation of Units. Prior to our IPO, fair value of the Class B and Class C common units was estimated based on enterprise value calculated using the discounted cash flow method (Level 3). Material unobservable inputs used to estimate the fair value include weighted average cost of capital (“WACC”) and market multiple used in calculating the terminal value. The following table presents the inputs used on each major valuation date during 2013 and 2012: | ||||||||||||
December 31, 2013 | April 19, 2013 | November 27, 2012 | July 20, 2012 | February 29, 2012 | ||||||||
WACC | 10.71% - 11.21% | 9.41% - 9.91% | 8.95% - 9.45% | 10.96% - 11.46% | 13.61% -14.11% | |||||||
Market multiple | 12.05 - 12.55 times | 10.5 - 11 times | 10.5 - 11 times | 8.75 - 9.25 times | 9.25 - 9.75 times | |||||||
UnitBased_Compensation
Unit-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Unit-Based Compensation | |||||||||||||||||
Unit-Based Compensation | |||||||||||||||||
14. Unit-Based Compensation | |||||||||||||||||
Restricted (Non-Vested) Class B Common Units of JPE. Prior to the completion of our IPO on October 7, 2014, from time to time, we grant service condition restricted class B common units to certain key employees. Such service condition restricted common units require the recipients’ continuous employment with us and vest, according to the vesting schedule in each respective grant agreement, over certain periods, typically three to five years. | |||||||||||||||||
In addition to the service condition grants described above, pursuant to the employment agreements, as amended, between us and certain employees, we are obligated to grant restricted class B common units to those employees upon their achievement of certain agreed-upon performance goals that are measured by different milestones. Different milestone achievements will cause different amounts of restricted class B common units to be awarded. The maximum amount of the restricted class B common units to be issued pursuant to these employment agreements, as amended, is 100,000 units. During the year ended December 31, 2012, 75,000 restricted class B common units were issued as a result of the employee’s achievement of certain milestones. These restricted units will vest on the earlier of (1) the expiration of the applicable lock-up period for the employee following the occurrence of our IPO; and (2) termination of the employment agreement for cause, disability, death, for good reason, or for other reasons, as defined in the employment agreements. | |||||||||||||||||
Fair value of the restricted class B common units equaled the fair value of our common unit at the respective grant dates. We estimate the fair value of our common unit by dividing the estimated total enterprise value by the number of outstanding units. Estimated total enterprise value was determined using the income approach of discounting the estimated future cash flow to its present value. We also estimated a 15% forfeiture rate in calculating the unit-based compensation expense. | |||||||||||||||||
Immediately prior to the IPO, each of our Class B common unit was split into approximately 0.89 common unit, then approximately 80.3% of the common unit was converted into subordinate unit and the remaining 19.7% was converted into common unit. | |||||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, equity-based compensation expense of $1,789,000, $948,000 and $2,010,000, respectively, was recorded in general and administrative expense in the consolidated statement of operations related to these restricted units. | |||||||||||||||||
The following tables summarize the restricted (non-vested) class B common units during the years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||
2014 | |||||||||||||||||
Class B Common Units | Common Units | Subordinated Units | |||||||||||||||
Restricted (Non-Vested) Units | Units | Weighted | Units | Weighted | Units | Weighted | |||||||||||
Average Grant | Average Grant | Average Grant | |||||||||||||||
Date Fair Value | Date Fair Value | Date Fair Value | |||||||||||||||
Outstanding at the beginning of the period | 177,867 | $ | 25.58 | — | $ | — | — | $ | — | ||||||||
Granted - service condition | 90,000 | 19.64 | — | — | — | — | |||||||||||
Granted - performance condition | — | — | — | — | — | — | |||||||||||
Vested - service condition | (63,698 | ) | 24.21 | — | — | — | — | ||||||||||
Vested - performance condition | — | — | — | — | — | — | |||||||||||
Forfeited - service condition | (6,667 | ) | 34.91 | — | — | — | — | ||||||||||
Forfeited - performance condition | — | — | — | — | — | — | |||||||||||
Conversion upon IPO | (197,502 | ) | 23 | 34,603 | 25.84 | 141,211 | 25.84 | ||||||||||
Granted - service condition | — | — | — | — | — | — | |||||||||||
Granted - performance condition | — | — | — | — | — | — | |||||||||||
Vested - service condition | — | — | (876 | ) | 36.75 | (3,576 | ) | 36.75 | |||||||||
Vested - performance condition | — | — | — | — | — | — | |||||||||||
Forfeited - service condition | — | — | (2,715 | ) | 39.22 | (11,082 | ) | 39.22 | |||||||||
Forfeited - performance condition | — | — | — | — | — | — | |||||||||||
Outstanding at the end of period | — | — | 31,012 | 24.36 | 126,553 | 24.36 | |||||||||||
2013 | |||||||||||||||||
Restricted (Non-Vested) Common Units | Units | Weighted | |||||||||||||||
Average Grant | |||||||||||||||||
Date Fair Value | |||||||||||||||||
Outstanding at the beginning of the period | 143,000 | $ | 20.32 | ||||||||||||||
Granted - service condition | 68,500 | 34.91 | |||||||||||||||
Granted - performance condition | — | — | |||||||||||||||
Vested - service condition | (23,633 | ) | 23.37 | ||||||||||||||
Vested - performance condition | — | — | |||||||||||||||
Forfeited - service condition | (10,000 | ) | 19.51 | ||||||||||||||
Forfeited - performance condition | — | — | |||||||||||||||
Outstanding at the end of period | 177,867 | 25.58 | |||||||||||||||
2012 | |||||||||||||||||
Restricted (Non-Vested) Common Units | Units | Weighted | |||||||||||||||
Average Grant | |||||||||||||||||
Date Fair Value | |||||||||||||||||
Outstanding at the beginning of the period | — | $ | — | ||||||||||||||
Granted - service condition | 82,500 | 20.99 | |||||||||||||||
Granted - performance condition | 75,000 | 19.51 | |||||||||||||||
Vested - service condition | (14,500 | ) | 19.91 | ||||||||||||||
Vested - performance condition | — | ||||||||||||||||
Forfeited - service condition | — | ||||||||||||||||
Forfeited - performance condition | — | ||||||||||||||||
Outstanding at the end of period | 143,000 | 20.32 | |||||||||||||||
We make distributions to non-vested restricted units on a 1:1 ratio with the per unit distributions paid to common units. Upon the vesting of the restricted units, we intend to settle these obligations with common units. Accordingly, we expect to recognize an aggregate of $2,260,000 of compensation expense related to non-vested restricted units over a weighted average period of 1.63 years. | |||||||||||||||||
Restricted (Non-Vested) Common Units of CB Capital and Predecessor GP. During 2012 and 2014, certain of our employees received restricted common unit grants from CB Capital and Predecessor GP as incentive compensation for their services to us. These restricted common units are service condition only and the requisite service periods vary from immediately vesting upon grant to five years. Accordingly, we have recorded compensation expense for these grants in accordance with FASB ASC 505 50 “Equity Based Payments to Non Employees”. We are not responsible for payment of these unit based compensation arrangements and all expense amounts are recorded in general and administrative expense with a corresponding increase to Partners’ Capital. | |||||||||||||||||
The following tables summarize the restricted (non-vested) common units of CB Capital and Predecessor GP during the years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||
2014 | |||||||||||||||||
Restricted (Non-Vested) Common Units | CB Capital | Predecessor GP | |||||||||||||||
Outstanding at the beginning of the period | 18 | 29 | |||||||||||||||
Granted | 2,687 | 2,561 | |||||||||||||||
Vested | (2,304 | ) | (2,192 | ) | |||||||||||||
Forfeited | (33 | ) | (33 | ) | |||||||||||||
Outstanding at the end of period | 368 | 365 | |||||||||||||||
2013 | |||||||||||||||||
Restricted (Non-Vested) Common Units | CB Capital | Predecessor GP | |||||||||||||||
Outstanding at the beginning of the period | 197 | 242 | |||||||||||||||
Granted | — | — | |||||||||||||||
Vested | (76 | ) | (109 | ) | |||||||||||||
Forfeited | (103 | ) | (104 | ) | |||||||||||||
Outstanding at the end of period | 18 | 29 | |||||||||||||||
2012 | |||||||||||||||||
Restricted (Non-Vested) Common Units | CB Capital | Predecessor GP | |||||||||||||||
Outstanding at the beginning of the period | — | — | |||||||||||||||
Granted | 1,302 | 1,360 | |||||||||||||||
Vested | (1,105 | ) | (1,118 | ) | |||||||||||||
Forfeited | — | — | |||||||||||||||
Outstanding at the end of period | 197 | 242 | |||||||||||||||
Durring the year ended December 31, 2012, we recorded unit based compensation expense of $412,000 in general and administrative expenses in the consolidated statements of operations. | |||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies | |||||
Commitments and Contingencies | |||||
15. Commitments and Contingencies | |||||
Legal Matters. We are involved in legal proceedings and litigation in the ordinary course of business. In the opinion of management, the outcome of such matters will not have a material adverse effect on our consolidated financial statements. | |||||
Environmental Matters. We are subject to various federal, state and local laws and regulations relating to the protection of the environment. Such environmental laws and regulations impose numerous obligations, including the acquisition of permits to conduct regulated activities, the incurrence of capital expenditures to comply with applicable laws and restrictions on the generation, handling, treatment, storage, disposal and transportation of certain materials and wastes. | |||||
Failure to comply with such environmental laws and regulations can result in the assessment of substantial administrative, civil and criminal penalties, the imposition of remedial liabilities and even the issuance of injunctions restricting or prohibiting our activities. 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 the ASC 410 related to accounting for contingencies. 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 are recorded when environmental assessments and/or clean- ups are probable, and the costs can be reasonably estimated. As of December 31, 2014 and 2013, we had no significant environmental matters. | |||||
Refined Products Terminals. In the third quarter of 2014, we discovered that certain elements of the product measurement and quality control at our refined products terminal in North Little Rock, Arkansas were not in compliance with industry standards and certain regulations. As a result, the terminal could under-deliver refined products to our customers and, consequently, recognize excess gains on refined products generated through the terminal’s normal terminal and storage process. We recognize revenues for refined product gains as the products are sold at the terminal based on current market prices. We have undertaken procedures to improve and remediate our measurement and quality control processes to be in compliance with industry standards and regulations, and have discussed this matter with our customers and have returned a certain amount of refined products to the majority of our customers. Because there are numerous elements inherent in the product measurement process that could affect the amount of refined product gains generated at the terminal, it is not practicable for us to accurately quantify this amount or the discrete period of refined product gains previously recognized that were caused by these specific issues. However, using available operational data and certain management assumptions, we have reasonably estimated the volume of refined products to be returned to our customers of approximately 24,000 barrels. During the fourth quarter of 2014, we returned approximately 20,900 barrels to our customers, which amounts to a value of $2,092,000. As of December 31, 2014, we had approximately 3,100 barrels remaining that were due to our customers, at an estimated value of $167,000. Accordingly, we recorded a $2,259,000 charge to operating expense in the consolidated statement of operations for the year ended December 31, 2014. We will update the estimated accrual each reporting period based on changes in estimate related to volumes returned, market prices and other changes. We intend to return the remaining refined products to our customers during the first quarter of 2015. | |||||
Asset retirement obligations (ARO). We have contractual obligations to perform dismantlement and removal activities in the event that some assets, such as storage tanks, are abandoned. These obligations include varying levels of activity including completely removing the assets and returning the land to its original state. We have determined that the settlement dates related to the retirement obligations are indeterminate. The assets with indeterminate settlement dates have either been in existence for many years or are relatively new assets and with regular maintenance will continue to be in service for many years to come. In addition, it is not possible to predict when demand for the service will cease, and we do not believe that such demand will cease for the foreseeable future. Accordingly, the date when these assets will be abandoned is indeterminate. With no reasonably determinable abandonment date, we cannot reasonably estimate the fair value of the associated ARO’s and therefore, no ARO liability is recorded as of December 31, 2014 and 2013. Additionally, many of these assets could be re-deployed for a similar use. We will continue to monitor these assets and if sufficient information becomes available for us to reasonably determine the settlement dates, an ARO will be recorded for these assets in the relevant periods. | |||||
Operating Leases. We leases various buildings, land, storage facilities, transportation vehicles and office equipment under operating leases. Certain of the leases contain renewal and purchase options. Our aggregate rental expense for such leases was $8,243,000, $6,600,000 and $2,545,000 for the years ended December 31, 2014, 2013 and 2012, respectively. Additionally, we assumed a land lease in the acquisition of Parnon Storage, LLC on August 3, 2012. Equal payments of $10,000 are due each month over the remaining 43 year lease period with no implied interest rate noted in the lease agreement. | |||||
Minimum future payments under non-cancelable operating leases as of December 31, 2014 and thereafter are as follows (in thousands): | |||||
2015 | $ | 7,606 | |||
2016 | 7,131 | ||||
2017 | 4,231 | ||||
2018 | 2,963 | ||||
2019 | 1,657 | ||||
Thereafter | 5,060 | ||||
$ | 28,648 | ||||
Reportable_Segments
Reportable Segments | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Reportable Segments | |||||||||||
Reportable Segments | |||||||||||
16. Reportable Segments | |||||||||||
Our operations are located in the United States and are organized into four reportable segments: crude oil pipelines and storage; crude oil supply and logistics; refined products terminals and storage; and NGL distribution and sales. | |||||||||||
Crude oil pipelines and storage. The crude oil pipelines and storage segment consists of a crude oil pipeline operation and a crude oil storage facility. The crude oil pipeline operates in the Permian Basin and consists of approximately 94 miles of high-pressure steel pipeline with throughput capacity of approximately 130,000 barrels per day and a related system of truck terminals, LACT bay facilities, crude oil receipt points and crude oil storage facilities with an aggregate of 40,000 barrels of storage capacity. We also operate a crude oil storage facility that has an aggregate storage capacity of approximately 3,000,000 barrels in Cushing, Oklahoma. | |||||||||||
Crude oil supply and logistics. The crude oil supply and logistics segment consists of crude oil supply activities and a fleet of crude oil gathering and transportation trucks. We conduct crude oil supply activities by purchasing crude oil for our own account from producers, aggregators and traders and selling crude oil to traders and refiners. We also own a fleet of crude oil gathering and transportation trucks operating in and around high-growth drilling areas such as the Mid-Continent, the Eagle Ford shale, and the Permian Basin. As described in Note 3, the disposition of the Bakken Business impacts the crude oil supply and logistics segment, as the results of those operations are now presented within discontinued operations and excluded from the segment information tables. Accordingly, we have recast the segment information. | |||||||||||
Refined products terminals and storage. The refined products terminals and storage segment has aggregate storage capacity of 1.3 million barrels from two refined products terminals located in North Little Rock, Arkansas and Caddo Mills, Texas. The North Little Rock terminal has storage capacity of 550,000 barrels from 11 tanks and has eight loading lanes with automated truck loading equipment. The Caddo Mills terminal consists of 10 storage tanks with an aggregate capacity of approximately 770,000 barrels and has five loading lanes with automated truck loading equipment. The North Little Rock terminal and the Caddo Mills terminal are primarily served by the Enterprise TE Products Pipeline Company LLC and the Explorer Pipeline, respectively. | |||||||||||
NGL distribution and sales. The NGL distribution and sales segment consists of three businesses: (i) portable cylinder tank exchange (ii) sales of NGLs through our retail, commercial and wholesale distribution business and (iii) NGL gathering and transportation business. Currently, the cylinder exchange network covers 48 states through a network of over 18,800 locations, which includes grocery chains, pharmacies, convenience stores and hardware stores. Additionally, in seven states in the southwest region of the U.S., we sell NGLs to retailers, wholesalers, industrial end- users and commercial and residential customers. We also own a fleet of NGL gathering and transportation operations trucks operating in the Eagle Ford shale and the Permian Basin. | |||||||||||
Corporate and other. Corporate and other includes general partnership expenses associated with managing all of our reportable segments. | |||||||||||
We account for intersegment revenues as if the revenues were to third parties. | |||||||||||
Our chief operating decision maker (“CODM”) evaluates the segments’ operating performance based on Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) plus (minus) interest expense (income), income tax expense (benefit), depreciation and amortization expense, asset impairments, (gains) losses on asset sales, certain non-cash charges such as non-cash equity compensation, non-cash vacation expense, non-cash (gains) losses on commodity derivative contracts (total (gain) loss on commodity derivatives less net cash flow associated with commodity derivatives settled during the period), and selected (gains) charges and transaction costs that are unusual or non-recurring. | |||||||||||
The following tables reflect certain financial data for each reportable segment for the years ended December 31, 2014, 2013 and 2012. | |||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
External Revenues: | |||||||||||
Crude oil pipelines and storage | $ | 78,222 | $ | 25,401 | $ | 6,224 | |||||
Crude oil supply and logistics | 1,385,229 | 1,872,956 | 292,618 | ||||||||
Refined products terminals and storage | 23,287 | 24,011 | 2,706 | ||||||||
NGLs distribution and sales | 206,896 | 179,865 | 126,033 | ||||||||
Total revenues | $ | 1,693,634 | $ | 2,102,233 | $ | 427,581 | |||||
Intersegment Revenues: | |||||||||||
Crude oil pipelines and storage | $ | 1,252 | $ | — | $ | — | |||||
Crude oil supply and logistics | 49,738 | 5,573 | — | ||||||||
Refined products terminals and storage | — | — | — | ||||||||
NGLs distribution and sales | 14 | — | — | ||||||||
Intersegment eliminations | (51,004 | ) | (5,573 | ) | — | ||||||
Total intersegment revenues | $ | — | $ | — | $ | — | |||||
Cost of Sales, excluding depreciation and amortization: | |||||||||||
Crude oil pipelines and storage | $ | 55,031 | $ | 8,894 | $ | 224 | |||||
Crude oil supply and logistics | 1,416,023 | 1,852,249 | 289,275 | ||||||||
Refined products terminals and storage | 6,453 | 4,683 | 974 | ||||||||
NGLs distribution and sales | 126,686 | 105,488 | 79,904 | ||||||||
Intersegment eliminations | (51,004 | ) | (5,573 | ) | — | ||||||
Amounts not included in segment Adjusted EBITDA | 13,921 | (1,110 | ) | (1,586 | ) | ||||||
Total cost of sales, excluding depreciation and amortization | $ | 1,567,110 | $ | 1,964,631 | $ | 368,791 | |||||
Operating Expenses: | |||||||||||
Crude oil pipelines and storage | $ | 3,576 | $ | 3,044 | $ | 1,072 | |||||
Crude oil supply and logistics | 6,276 | 8,501 | 2,464 | ||||||||
Refined products terminals and storage | 4,602 | 2,464 | 280 | ||||||||
NGLs distribution and sales | 52,109 | 47,307 | 24,746 | ||||||||
Amounts not included in segment Adjusted EBITDA | 951 | 609 | 78 | ||||||||
Total operating expenses | $ | 67,514 | $ | 61,925 | $ | 28,640 | |||||
Depreciation and Amortization: | |||||||||||
Crude oil pipelines and storage | $ | 12,763 | $ | 6,846 | $ | 2,217 | |||||
Crude oil supply and logistics | 6,735 | 5,847 | 2,267 | ||||||||
Refined products terminals and storage | 5,911 | 6,162 | 1,015 | ||||||||
NGLs distribution and sales | 16,163 | 13,981 | 8,151 | ||||||||
Corporate and other | 916 | 509 | 206 | ||||||||
Total depreciation and amortization | $ | 42,488 | $ | 33,345 | $ | 13,856 | |||||
Adjusted EBITDA: | |||||||||||
Crude oil pipelines and storage | $ | 20,159 | $ | 13,353 | $ | 4,836 | |||||
Crude oil supply and logistics | 9,185 | 14,686 | (40 | ) | |||||||
Refined products terminals and storage | 10,723 | 16,100 | 1,161 | ||||||||
NGLs distribution and sales | 15,525 | 15,518 | 14,022 | ||||||||
Total adjusted EBITDA from reportable segments | $ | 55,592 | $ | 59,657 | $ | 19,979 | |||||
Capital Expenditures: | |||||||||||
Crude oil pipelines and storage | $ | 33,237 | $ | 1,251 | $ | — | |||||
Crude oil supply and logistics | 3,454 | 3,159 | 13,123 | ||||||||
Refined products terminals and storage | 2,489 | 4,482 | — | ||||||||
NGLs distribution and sales | 16,557 | 16,009 | 6,577 | ||||||||
Corporate and other | 1,141 | 1,927 | 1,332 | ||||||||
Total capital expenditures | $ | 56,878 | $ | 26,828 | $ | 21,032 | |||||
A reconciliation of Adjusted EBITDA to net loss from continuing operations is included in the table below. | |||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
Total adjusted EBITDA from reportable segments | $ | 55,592 | $ | 59,657 | $ | 19,979 | |||||
Other expenses not allocated to reportable segments | (24,924 | ) | (27,396 | ) | (8,174 | ) | |||||
Depreciation and amortization | (42,488 | ) | (33,345 | ) | (13,856 | ) | |||||
Interest expense | (9,393 | ) | (9,075 | ) | (3,405 | ) | |||||
Loss on extinguishment of debt | (1,634 | ) | — | (497 | ) | ||||||
Income tax (expense) benefit | (300 | ) | (208 | ) | (222 | ) | |||||
Loss on disposal of assets | (1,366 | ) | (1,492 | ) | (1,142 | ) | |||||
Unit-based compensation | (1,877 | ) | (948 | ) | (2,485 | ) | |||||
Total (loss) gain on commodity derivatives | (13,762 | ) | 902 | 640 | |||||||
Net cash payments (receipts) for commodity derivatives settled during the period | 1,071 | 209 | 946 | ||||||||
Non-cash inventory LCM adjustment | (222 | ) | — | — | |||||||
Transaction costs and other non-cash items | (4,112 | ) | (1,343 | ) | (1,492 | ) | |||||
Net loss from continuing operations | $ | (43,415 | ) | $ | (13,039 | ) | $ | (9,708 | ) | ||
Total assets from the Partnership’s reportable segments as of December 31 were as follows: | |||||||||||
December 31, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
(in thousands) | |||||||||||
Crude oil pipelines and storage | $ | 323,100 | $ | 313,580 | |||||||
Crude oil supply and logistics | 165,288 | 208,420 | |||||||||
Refined products terminals and storage | 131,923 | 132,325 | |||||||||
NGLs distribution and sales | 170,904 | 178,450 | |||||||||
Corporate and other | 21,958 | 10,627 | |||||||||
Total assets | $ | 813,173 | $ | 843,402 | |||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions | |
Related Party Transactions | |
17. Related Parties | |
We perform certain management services for JP Development. We receive a monthly fee of $50,000 for these services. The monthly fee reduced general and administrative expenses in the consolidated statements of operations by $600,000 for the years ended December 31, 2014 and 2013 and $50,000 for the year ended December 31, 2012, respectively. | |
JP Development has a pipeline transportation business that provides crude oil pipeline transportation services to our crude oil supply and logistics segment. As a result of utilizing JP Development’s pipeline transportation services during the years ended December 31, 2014, 2013 and 2012, we incurred pipeline tariff fees of $8,875,000, $8,514,000 and $1,841,000, respectively, which have been included in costs of sales in the consolidated statements of operations. Such amounts were not settled in cash during the years ended December 31, 2013 and 2012, rather, they were treated as deemed contributions/distributions from/to JP Development, as discussed in Note 1. As of December 31, 2014, we had a net receivable from JP Development of $7,968,000, primarily as the result of the prepayments made in 2014 for the crude oil pipeline transportation services to be provided by JP Development. We expect these amounts to be recovered during 2015. | |
As discussed in Note 11, on November 5, 2013, we issued a $1,000,000 promissory note to JP Development for working capital requirements. The note was to mature on November 5, 2016 and bore interest at 4.75%. The interest rate was subject to an adjustment each quarter equal to the weighted average rate of JP Development’s outstanding indebtedness during the most recently ended fiscal quarter. Accrued interest on the note was payable quarterly in arrears. As of December 31, 2013, $7,000 of interest payable on the promissory note is included in payables to related parties in the consolidated balance sheet. On March 20, 2014, the Partnership repaid this promissory note in full. | |
As discussed in Note 13, on July 18, 2013, we issued 45,860 Class C Common Units to JP Development for total net proceeds of $1,628,000 and on August 13, 2013, we issued 42,254 Class C Common Units to JP Development for total net proceeds of $1,500,000. | |
As discussed in Note 13, on February 12, 2014, we issued 363,636 Class A Common Units to Lonestar for total net proceeds of $8,000,000 and on March 28, 2014, we issued 1,818,182 Series D Preferred Units to Lonestar for proceeds of $40,000,000. On October 7, 2014, we paid $42,436,000 from proceeds related to our IPO to redeem all then outstanding Series D Preferred Units. | |
As a result of the acquisition of ATT, TAC owns common units in us. In addition, Mr. Greg Arnold, President and CEO of TAC, is also one of our directors. Our refined products terminals and storage segment sells refined products to TAC. For the years ended December 31, 2014, 2013 and 2012, our revenue from TAC was $8,952,000, $14,473,000 and $1,744,000, respectively. As of December 31, 2014 and 2013, we had amounts due from TAC of $83,000 and $1,048,000, respectively, which is included in receivables from related parties in the consolidated balance sheets. | |
In 2013, our NGL distribution and sales segment began purchasing refined products from TAC. In 2014 and 2013, we paid $1,964,000 and $187,000 for refined product purchases from TAC, which is included in cost of sales in the consolidated statements of operations. The total amounts due to TAC as of December 31, 2014 and 2013 was $46,000 and $119,000, respectively. | |
During 2014, 2013 and 2012, we entered into transactions with CAMS Bluewire, an entity partially owned by ArcLight. CAMS Bluewire provides IT support for us. For the years ended December 31, 2014, 2013 and 2012, we paid $422,000, $691,000 and $321,000, respectively for IT support and consulting services, and for purchases of IT equipment, which are included in operating expenses, general and administrative expenses and property plant and equipment in the consolidated statements of operations and the consolidated balance sheets. The total amounts due to CAMS Bluewire as of December 31, 2014 and 2013 was $32,000 and $38,000, respectively. | |
During 2014, we began performing certain management services for Republic Midstream, LLC (“Republic”), an entity owned by ArcLight. We charge a monthly fee of approximately $59,000 for these services. The monthly fee reduced general and administrative expenses in the consolidated statements of operations by $297,000 for the year ended December 31, 2014. As of December 31, 2014, we had a receivable balance due from Republic of $297,000, which is included in receivables from related parties in the consolidated balance sheet. | |
Beginning July 2013, we have no employees. The employees supporting our operations are employees of GP II, and as such, we fund GP II for payroll and other payroll- related expenses we incur. As of December 31, 2014 and 2013, we had a receivable balance due from GP II of $2,205,000 and $1,611,000, respectively, as a result of the timing of payroll funding, which is included in receivables from related parties in the consolidated balance sheet. | |
During 2014, 2013 and 2012, we entered into transactions with Enogex Holdings, an entity partially owned by ArcLight Capital. Enogex Holdings is a provider of rack sales, propane and trucks. For the years ended December 31, 2014, 2013 and 2012, we paid $10,000, $10,000 and $391,000, respectively for propane purchases from Enogex Holdings, which is included in cost of sales in the consolidated statements of operations. There were no amounts due to Enogex Holdings as of December 31, 2014 and 2013. | |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Selected Quarterly Financial Data | ||||||||||||||
18. Selected Quarterly Financial Data (unaudited) | ||||||||||||||
Selected financial data by quarter is set fourth in the table below: | ||||||||||||||
Quarter Ended | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
(in thousands, except per unit data) | ||||||||||||||
2014 | ||||||||||||||
Total revenue | $ | 418,668 | $ | 447,147 | $ | 428,590 | $ | 399,229 | ||||||
Operating loss | (3,457 | ) | (8,897 | ) | (3,362 | ) | (16,526 | ) | ||||||
Loss from continuing operations | (8,183 | ) | (11,006 | ) | (5,610 | ) | (18,616 | ) | ||||||
Loss from discontinued operations | (405 | ) | (9,203 | ) | — | — | ||||||||
Net loss | (8,588 | ) | (20,209 | ) | (5,610 | ) | (18,616 | ) | ||||||
Basic and diluted loss per common and subordinated unit | (0.51 | ) | ||||||||||||
2013 | ||||||||||||||
Total revenue | $ | 476,793 | $ | 511,012 | $ | 564,558 | $ | 549,870 | ||||||
Operating income (loss) | 4,868 | (720 | ) | (3,334 | ) | (5,258 | ) | |||||||
Income (loss) from continuing operations | 2,893 | (2,669 | ) | (5,573 | ) | (7,690 | ) | |||||||
Income (loss) from discontinued operations | (686 | ) | 663 | (64 | ) | (1,095 | ) | |||||||
Net income (loss) | 2,207 | (2,006 | ) | (5,637 | ) | (8,785 | ) | |||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Summary of Significant Accounting Policies | ||||||||||
Principles of Consolidation | ||||||||||
Principles of Consolidation. Our consolidated financial statements have been prepared in accordance with GAAP. All intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. | ||||||||||
Use of Estimates | ||||||||||
Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | ||||||||||
Cash and Cash Equivalents | ||||||||||
Cash and Cash Equivalents. We consider all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents. Bank overdrafts that do not meet the right of offset criteria are recorded in capital leases and short-term debt in the consolidated balance sheets. | ||||||||||
Restricted Cash | ||||||||||
Restricted Cash. Restricted cash consists of cash balances that are restricted as to withdrawal or usage and include cash to secure crude oil production taxes payable to the applicable taxing authorities. | ||||||||||
Accounts Receivable | ||||||||||
Accounts Receivable. Accounts receivable are reported net of the allowance for doubtful accounts. The allowance for doubtful accounts is based on specific identification and expectation of collecting considering historical collection results. Account balances considered to be uncollectible are recorded to the allowance for doubtful accounts and charged to bad debt expense, which is included in general and administrative expenses in the consolidated statements of operations. The allowance for doubtful accounts was $1,134,000 and $1,207,000 as of December 31, 2014 and 2013, respectively. Bad debt expense for the years ended December 31, 2014, 2013 and 2012 was $820,000, $855,000 and $826,000, respectively. | ||||||||||
Inventory | ||||||||||
Inventory. Inventory is mainly comprised of crude oil, NGLs, refined products for resale, as well as propane cylinders expected to be sold to customers. Inventory is stated at the lower of cost or market. Cost of crude oil, NGLs and refined products inventory is determined using the first-in, first-out (FIFO) method. Cost of propane cylinders is determined using the weighted average method. | ||||||||||
Prepaid Expenses and Other Current Assets | ||||||||||
Prepaid Expenses and Other Current Assets. Prepaid expenses and other current assets primarily relate to prepaid insurance premiums, which totaled $1,044,000 and $697,000, and insurance claim receivables, which totaled $965,000 and $115,000 as of December 31, 2014 and 2013, respectively. | ||||||||||
Derivatives Instruments and Hedging Activities | ||||||||||
Derivative Instruments and Hedging Activities. We recognize all derivative instruments as either assets or liabilities on the balance sheet at their respective fair values. We did not have any derivatives designated in hedging relationships during the three years ended December 31, 2014. Therefore, the change in the fair value of the derivative asset or liability is reflected in net loss in the consolidated statements of operations (mark-to-market accounting). Cash flows from derivatives settled are reported as cash flow from operating activities, in the same category as the cash flows from the items being economically hedged. | ||||||||||
We are also a party to a number of contracts that have elements of a derivative instrument. These contracts are primarily forward propane and crude oil purchase and sales contracts with counterparties. Although many of these contracts have the requisite elements of a derivative instrument, these contracts qualify for normal purchase and normal sales exception (“NPNS”) accounting under GAAP because they provide for the delivery of products or services in quantities that are expected to be used in the normal course of operating our business and the price in the contract is based on an underlying that is directly associated with the price of the product or service being purchased or sold. As a result, these contracts are not recorded in our consolidated financial statements until they are settled. | ||||||||||
In the first quarter of 2015, we entered into several long-term fixed price forward sale contracts related to certain barrels of crude oil we had on hand as of December 31, 2014, effectively locking these barrels at higher future sales prices in future periods. These forward sale contracts are intended to mitigate the effect of the recent decreases in crude oil prices, but do not qualify for NPNS accounting under GAAP, because we normally buy and sell crude oil inventory either within the same month or in the following month. As a result, we will account for these longer than normal term forward sale contracts using mark-to-market accounting. | ||||||||||
Property, Plant and Equipment | Property, Plant and Equipment. Property, plant and equipment is recorded at historical cost of construction, or, upon acquisition, the fair value of the assets acquired. Repairs and maintenance costs are expensed as incurred. Any major additions and improvements that materially extend the useful lives of property, plant and equipment are capitalized. At the time assets are retired, or otherwise disposed of, the asset and related accumulated depreciation are removed from the account, and any resulting gain or loss is recognized within the consolidated statements of operations. | |||||||||
We account for asset retirement obligations by recognizing on our balance sheet the net present value of any legally binding obligation to remove or remediate tangible long-lived assets, such as requirements to dispose of equipment. We record a liability for asset retirement obligations when a known obligation exists under current law or contract and when a reasonable estimate of the value of the liability can be made. | ||||||||||
Depreciation of property, plant and equipment is recorded on a straight-line basis over the following estimated useful lives: | ||||||||||
Buildings | 20 - 30 years | |||||||||
Leasehold improvements | Various* | |||||||||
Transportation equipment | 5 - 15 years | |||||||||
Propane tanks and cylinders | 3 - 20 years | |||||||||
Bulk storage tanks | 20 years | |||||||||
Pipelines | 20 years | |||||||||
Office furniture and fixtures | 5 - 10 years | |||||||||
Other equipment | 3 - 5 years | |||||||||
*Depreciated over the shorter of the life of the leasehold improvement or the lease term. | ||||||||||
Leases | ||||||||||
Leases. We have both capital and operating leases. Classification is made at the inception of the lease. The classification of leases is based on the extent to which risks and rewards incidental to ownership of a leased asset lie with the lessor or the lessee. | ||||||||||
Leased property meeting certain capital lease criteria is capitalized and the present value of the related lease payments is recorded as a liability. The present value of the minimum lease payments is calculated utilizing the lower of our incremental borrowing rate or the lessor’s interest rate implicit in the lease, if known by us. Depreciation of capitalized leased assets is computed utilizing the straight-line method over the shorter of the estimated useful life of the asset or the lease term and is included in depreciation and amortization in our consolidated statements of operations. However, if the lease meets the bargain purchase or transfer of ownership criteria, the asset shall be amortized in accordance with our normal depreciation policy for owned assets. | ||||||||||
Minimum rent payments under operating leases are recognized as an expense on a straight-line basis over the lease term, including any rent free periods. | ||||||||||
Impairment of Long-Lived Assets | ||||||||||
Impairment of Long-Lived Assets. Long-lived assets such as property, plant and equipment, and acquired intangible assets subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary (Level 3). | ||||||||||
Goodwill and Other Intangible Assets | ||||||||||
Goodwill and Other Intangible Assets. We have recorded goodwill in connection with our historical acquisitions. Upon acquisition, these companies have been either combined into one of our existing operating units or managed on a stand-alone basis as an individual operating unit. Goodwill recorded in connection with these acquisitions is subject to an annual assessment for impairment, which we perform at the operating level for each operating unit that carries a balance of goodwill. Each of our operating units is organized into one of four business segments: Crude Oil Pipelines and Storage, Crude Oil Supply and Logistics, Refined Products Terminals and Storage, and NGL Distribution and Sales. Goodwill is required to be measured for impairment at the operating segment level or one level below the operating segment level for which discrete financial information is available, and we have determined the following reporting units for the purpose of assessing goodwill impairment. | ||||||||||
Operating Segments | Reporting Units | |||||||||
Crude Oil Pipelines and Storage | JP Permian | |||||||||
JPE Storage | ||||||||||
Crude Oil Supply and Logistics | JPE Products Supply and Logistics | |||||||||
Refined Product Terminals and Storage | North Little Rock and Caddo Mills | |||||||||
NGL Distribution and Sales | Pinnacle Propane | |||||||||
Pinnacle Propane Express | ||||||||||
JP Liquids | ||||||||||
Our goodwill impairment assessment is performed at year-end, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. | ||||||||||
We have the option to first assess qualitative factors to determine whether it is necessary to perform the two-step fair value-based impairment test described below. We can choose to perform the qualitative assessment on none, some or all of our reporting units. We can also bypass the qualitative assessment for any reporting unit in any period and proceed directly to step one of the impairment test, and then resume performing the qualitative assessment in any subsequent period. Qualitative indicators including deterioration in macroeconomic conditions, declining financial performance that, among other things, may trigger the need for annual or interim impairment testing of goodwill associated with one or all of the reporting units. If we believe that, as a result of our qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. The first step of the two-step fair value-based test involves comparing the fair value of each of our reporting units with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step is performed. The second step compares the carrying amount of the reporting unit’s goodwill to the implied fair value of its goodwill. If the implied fair value of goodwill is less than the carrying amount, an impairment loss would be recorded as a reduction to goodwill with a corresponding charge to operating expense. | ||||||||||
We determine the fair value of our reporting units using a weighted combination of the discounted cash flow and market multiple valuation approaches, with heavier weighting on the discounted cash flow method, as in management’s opinion, this method currently results in the most accurate calculation of a reporting unit’s fair value. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include revenue growth rates, operating margins, discount rates, weighted average costs of capital and future market conditions, among others. We believe the estimates and assumptions used in our impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated. | ||||||||||
Under the discounted cash flow method, we determine fair value based on estimated future cash flows of each reporting unit (including estimates for capital expenditures), discounted to present value using risk-adjusted industry rates, which reflect the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts and operating forecasts (typically a one-year model) plus an estimate of later period cash flows, all of which are evaluated by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur, along with a terminal value derived from the reporting unit’s earnings before interest, taxes, depreciation and amortization, as well as other non-cash items or one-time non-recurring items (Adjusted EBITDA) using the Gordon Growth Model. | ||||||||||
Under the market multiple approach, we determine the estimated fair value of each of our reporting units by applying transaction multiples derived from observable market data to each reporting unit’s projected Adjusted EBITDA and then averaging that estimate with similar historical calculations using either a one, two or three year average. We add a reasonable control premium, which is estimated as the premium that would be received in a sale of the reporting unit in an orderly transaction between market participants. | ||||||||||
We did not record any impairments of goodwill in 2014, 2013 or 2012. | ||||||||||
During the second quarter of 2014, immediately prior to the sale of the Bakken Business (defined in Note 3) within the JPE Products Supply and Logistics reporting unit, we allocated $1,984,000 of goodwill to the Bakken Business, which was based on the relative fair value of the disposed Bakken Business and the portion of the reporting unit that was retained by the Partnership. The $1,984,000 allocation contributed to the overall net loss from discontinued operations. | ||||||||||
Business Combinations | ||||||||||
Business Combinations. When a business is acquired, we allocate the purchase price to the various components of the acquisition based upon the fair value of each component using various valuation techniques, including the market approach, income approach and/or cost approach. The accounting standard for business combinations requires most identifiable assets, liabilities, noncontrolling interests and goodwill acquired to be recorded at fair value. Transaction costs related to the acquisition of the business are expensed as incurred. Costs associated with the issuance of debt associated with a business combination are capitalized and included as a yield adjustment to the underlying debt’s stated rate. Acquired intangible assets other than goodwill are amortized over their estimated useful lives unless the lives are determined to be indefinite. Contingent consideration obligations are recorded at fair value on the date of acquisition, with increases or decreases in the fair value arising from changes in assumptions or discount periods recorded as contingent consideration expenses in the consolidated statement of operations in subsequent periods. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. | ||||||||||
When we acquire a business from an entity under common control, whereby the companies are ultimately controlled by the same party or parties both before and after the transaction, it is treated similar to the pooling of interest method of accounting. Under a common control acquisition, the assets and liabilities are recorded at the transferring entity’s historical cost instead of reflecting the fair market value of assets and liabilities. | ||||||||||
Deferred Financing Costs | ||||||||||
Deferred Financing Costs. Debt issuance costs are deferred and are recorded net of accumulated amortization in the consolidated balance sheets as deferred financing costs, and totaled $3,712,000 and $2,869,000 at December 31, 2014 and 2013, respectively. These costs are amortized over the terms of the related debt using the effective interest rate method for the notes payable and the straight-line method for the revolving credit facilities. As a result of the financing transactions discussed in Note 11, we wrote off $1,634,000 and $497,000 of deferred financing costs associated with the extinguishment of debt during the years ended December 31, 2014 and 2012, respectively, which is recorded in loss on extinguishment of debt in the consolidated statements of operations. Amortization of deferred financing costs is recorded in interest expense and totaled $906,000, $1,103,000 and $490,000 for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||
Customer Deposits and Advances | ||||||||||
Customer Deposits and Advances. Certain customers are offered a prepayment program which requires a customer to pay a fixed periodic amount or to otherwise prepay a portion of their anticipated product purchases. Customer prepayments in excess of associated billings are classified as customer deposits and advances in the consolidated balance sheets. | ||||||||||
Revenue Recognition | ||||||||||
Revenue Recognition. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred and/or services have been rendered, the seller’s price to the buyer is fixed and determinable and collectability is reasonably assured. | ||||||||||
Revenue-related taxes collected from customers and remitted to taxing authorities, principally sales taxes, are presented on a net basis within the consolidated statements of operations. | ||||||||||
Crude Oil Pipelines and Storage. The crude oil pipelines and storage segment mainly generates revenues through crude oil sales and pipeline transportation and storage fees. Revenues for crude oil pipeline transportation services are recognized upon delivery of the product, and when payment has either been received or collection is reasonably assured. For certain crude oil pipeline transportation arrangements, we enter into sale and purchase contracts with counterparties instead of pipeline transportation agreements. In such cases, we assess the indicators associated with agent and principal considerations for each arrangement to determine whether revenue should be recorded on a gross basis versus net basis. | ||||||||||
Crude Oil Supply and Logistics. The crude oil supply and logistics segment mainly generates revenues through crude oil sales. We enter into outright purchase and sales contracts as well as buy/sell contracts with counterparties, under which contracts we gather, transport and blend different types of crude oil and eventually sell the blended crude oil to either the same counterparty or different counterparties. We account for such revenue arrangements on a gross basis. Occasionally, we enter into crude oil inventory exchange arrangements with the same counterparty which the purchase and sale of inventory are considered in contemplation of each other. Revenues from such inventory exchange arrangements are recorded on a net basis. In addition, we also provide crude oil transportation services to third party customers. | ||||||||||
Refined Products Terminals and Storage. We generate fee-based revenues for terminal and storage services with longstanding customers under contracts that, consistent with industry practice, typically contain evergreen provisions after an initial term of six months to two years. Such fee-based revenues are recognized when services are proved upon delivery of the products to customers. Revenues are also generated by selling excess refined products that result from blending, additization and inventory control processes. | ||||||||||
NGLs Distributions and Sales. Revenues from the NGLs distributions and sales are mainly generated from NGL and refined product sales, sales of the related parts and equipment and through gathering and transportation fees. | ||||||||||
Operating expenses | ||||||||||
Operating expenses. Operating expenses primarily include personnel, vehicle, delivery, handling, office, selling, and other expenses related to the distribution, terminal and storage of products and related supplies. | ||||||||||
Expenses associated with the delivery of products to customers (including vehicle expenses, expenses of delivery personnel and vehicle repair and maintenance) are classified as operating expenses in the consolidated statements of operations. | ||||||||||
General and administrative expenses | ||||||||||
General and administrative expenses. General and administrative expenses primarily include wages and benefits and department related costs for human resources, legal, finance and accounting, administrative support and supply. | ||||||||||
Fair value measurement | ||||||||||
Fair value measurement. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: | ||||||||||
Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. | ||||||||||
Level 2 Inputs—Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. | ||||||||||
Level 3 Inputs—Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. | ||||||||||
The fair value of our derivatives (see Note 12) was estimated using industry standard valuation models using market-based observable inputs, including commodity pricing and interest rate curves (Level 2). The fair value of our contingent liabilities (see Note 5) was determined using the discounted future estimated cash payments based on inputs that are not observable in the market (Level 3). We do not have any other assets or liabilities measured at fair value on a recurring basis. | ||||||||||
Our other financial instruments consist primarily of cash and cash equivalents, trade and other receivables, accounts payable, accrued expenses and long term debt. The carrying value of our trade and other receivables, accounts payable and accrued expenses approximates fair value due to their highly liquid nature, short term maturity, or competitive rates assigned to these financial instruments. The fair value of long-term debt approximates the carrying value as the underlying instruments bear interest at rates similar to current rates offered to us for debt with the same remaining maturities. | ||||||||||
Concentration Risk | ||||||||||
Concentration Risk. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. We have not experienced any losses related to these balances. | ||||||||||
The following table provides information about the extent of reliance on major customers and gas suppliers. Total revenues from transactions with an external customer amounting to 10% or more of revenue are disclosed below, together with the identity of the reportable segment. | ||||||||||
Year Ended December 31, | ||||||||||
Customer | Reportable Segment | 2014 | 2013 | 2012 | ||||||
(in thousands) | ||||||||||
Customer A | Crude oil supply and logistics | 620,294 | 1,063,763 | 74,953 | ||||||
Customer B | Crude oil supply and logistics | 173,583 | 272,614 | — | ||||||
Customer C | Crude oil supply and logistics | 168,830 | * | 132,133 | ||||||
*Revenues are less than 10% of the total revenues during the period. | ||||||||||
We are party to various commercial netting agreements that allow us and contractual counterparties to net receivable and payable obligations. These agreements are customary and the terms follow standard industry practice. In the opinion of management, these agreements reduce the overall counterparty risk exposure. | ||||||||||
Income Taxes | ||||||||||
Income Taxes. We are a limited partnership, and therefore not directly subject to federal income taxes or most state income taxes. Our taxable income (loss) will be included in the federal income tax returns filed by the individual partners. Accordingly, no federal income tax provision has been made in our consolidated financial statements since the income tax is an obligation of the partners. We are subject to Texas margin tax, which is reported in income tax expense in the consolidated statements of operations. | ||||||||||
ASC 740, “Income Taxes”, requires the evaluation of tax positions taken or expected to be taken in the course of preparing our state tax returns and disallows the recognition of tax positions not deemed to meet a “more-likely-than-not” threshold of being sustained by the applicable tax authority. Our management does not believe we have any tax positions taken within our consolidated financial statements that would not meet this threshold. Our policy is to reflect interest and penalties related to uncertain tax positions as part of our income tax expense, when and if they become applicable. | ||||||||||
Equity-Based Compensation | ||||||||||
Equity-Based Compensation. We account for equity-based compensation by recognizing the fair value of awards on the grant date or the date of modification, as applicable, into expense as they are earned, using an estimated forfeiture rate. The forfeiture rate assumption is reviewed annually to determine whether any adjustments to expense are required. | ||||||||||
Comprehensive Loss | ||||||||||
Comprehensive Loss. For the years ended December 31, 2014, 2013 and 2012, comprehensive loss was equal to net loss. | ||||||||||
Recent Accounting Pronouncements | ||||||||||
Recent Accounting Pronouncements. In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, Compensation - Stock Compensation, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 provides explicit guidance on accounting for share-based payments requiring a specific performance target to be achieved in order for employees to become eligible to vest in the awards when that performance target may be achieved after the requisite service period for the award. The ASU requires that such performance targets be treated as a performance condition, and should not be reflected in the estimate of the grant-date fair value of the award. Instead, compensation cost should be recognized in the period in which it becomes probable the performance target will be achieved. ASU 2014-12 is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. The adoption of ASU 2014-12 is not expected to have a material impact on our consolidated financial statements. | ||||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 supersedes the existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2016 using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. We are currently evaluating the impact of the adoption of ASU 2014-09, but do not anticipate a material impact to its consolidated financial statements. | ||||||||||
In April 2014, the FASB issued No. ASU 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 changes the requirements for reporting discontinued operations. A discontinued operation may include a component of an entity or a group of components of an entity, or a business. A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business or a major equity method investment. Additionally, the update requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income and expenses of discontinued operations. ASU 2014-08 is effective for interim and annual periods beginning after December 15, 2014, with early adoption permitted. The adoption of ASU 2014-08 primarily involves presentation and disclosure and therefore is not expected to have a material impact on our consolidated financial statements. | ||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Summary of Significant Accounting Policies | ||||||||||
Estimated useful lives of property, plant and equipment | ||||||||||
Buildings | 20 - 30 years | |||||||||
Leasehold improvements | Various* | |||||||||
Transportation equipment | 5 - 15 years | |||||||||
Propane tanks and cylinders | 3 - 20 years | |||||||||
Bulk storage tanks | 20 years | |||||||||
Pipelines | 20 years | |||||||||
Office furniture and fixtures | 5 - 10 years | |||||||||
Other equipment | 3 - 5 years | |||||||||
*Depreciated over the shorter of the life of the leasehold improvement or the lease term. | ||||||||||
Schedule of the entities operating segments and reporting units | ||||||||||
Operating Segments | Reporting Units | |||||||||
Crude Oil Pipelines and Storage | JP Permian | |||||||||
JPE Storage | ||||||||||
Crude Oil Supply and Logistics | JPE Products Supply and Logistics | |||||||||
Refined Product Terminals and Storage | North Little Rock and Caddo Mills | |||||||||
NGL Distribution and Sales | Pinnacle Propane | |||||||||
Pinnacle Propane Express | ||||||||||
JP Liquids | ||||||||||
Revenues from transactions with an external customer amounting to 10% or more of revenue | ||||||||||
Year Ended December 31, | ||||||||||
Customer | Reportable Segment | 2014 | 2013 | 2012 | ||||||
(in thousands) | ||||||||||
Customer A | Crude oil supply and logistics | 620,294 | 1,063,763 | 74,953 | ||||||
Customer B | Crude oil supply and logistics | 173,583 | 272,614 | — | ||||||
Customer C | Crude oil supply and logistics | 168,830 | * | 132,133 | ||||||
*Revenues are less than 10% of the total revenues during the period. | ||||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Discontinued Operations | |||||||||||
Summary of selected financial information related to discontinued operations | |||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
Revenues from discontinued operations | $ | 7,865 | $ | 19,283 | $ | 10,730 | |||||
Net (loss) gain of discontinued operations, net of taxes, including loss on disposal of $7,288 in 2014 | (9,608 | ) | (1,182 | ) | 1,320 | ||||||
Net_Income_Per_Unit_Tables
Net Income Per Unit (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Net Loss Per Unit | ||||||||||||||
Schedule of basic and diluted net loss per unit | ||||||||||||||
Year ended December 31, | ||||||||||||||
2014 | ||||||||||||||
(in thousands) | ||||||||||||||
Net loss attributable to the limited partners | $ | (18,616 | ) | |||||||||||
Less: | ||||||||||||||
Distribution declared on common units | 5,523 | |||||||||||||
Distribution declared on subordinated units | 5,491 | |||||||||||||
Net loss attributable to the limited partners in excess of distribution | $ | (29,630 | ) | |||||||||||
Year ended December 31, 2014 | ||||||||||||||
Common Units | Subordinated Units | Incentive | Total | |||||||||||
Distribution | ||||||||||||||
Rights | ||||||||||||||
(in thousands except for unit and per unit data) | ||||||||||||||
Net loss attributable to the limited partners: | ||||||||||||||
Distribution declared | $ | 5,523 | $ | 5,491 | $ | — | $ | 11,014 | ||||||
Net loss in excess of distribution | (14,816 | ) | (14,814 | ) | — | (29,630 | ) | |||||||
Net loss attributable to the limited partners | $ | (9,293 | ) | $ | (9,323 | ) | $ | — | $ | (18,616 | ) | |||
Weighted average units outstanding: | ||||||||||||||
Basic and diluted | 18,212,632 | 18,209,948 | — | 36,422,580 | ||||||||||
Net loss per unit: | ||||||||||||||
Basic and diluted | $ | (0.51 | ) | $ | (0.51 | ) | $ | — | $ | (0.51 | ) | |||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Acquisitions | ||||||||
Pro Forma Information | ||||||||
Year ended December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
(unaudited) | ||||||||
Pro forma consolidated revenue | $ | 2,105,201 | $ | 504,222 | ||||
Pro forma consolidated net loss | $ | (17,344 | ) | $ | (565 | ) | ||
HPX | ||||||||
Acquisitions | ||||||||
Schedule of purchase price allocation | ||||||||
The following table represents the allocation of the total purchase price of this acquisition to the assets acquired and liabilities assumed (in thousands): | ||||||||
Cash | $ | 7,202 | ||||||
Accounts receivable | 7,306 | |||||||
Inventory | 2,427 | |||||||
Prepaid assets | 31 | |||||||
Total current assets | 16,966 | |||||||
Property, plant and equipment | 33,791 | |||||||
Intangible assets: | ||||||||
Trade name | 472 | |||||||
Customer relationships | 12,018 | |||||||
Noncompete agreements | 684 | |||||||
Other long term assets | 5 | |||||||
Total assets acquired | 63,936 | |||||||
Total liabilities assumed | (8,399 | ) | ||||||
Total identifiable net assets acquired | 55,537 | |||||||
Goodwill | 12,802 | |||||||
Net assets acquired | $ | 68,339 | ||||||
Falco | ||||||||
Acquisitions | ||||||||
Schedule of purchase price allocation | ||||||||
The following table represents the allocation of the total purchase price of this acquisition to the assets acquired and liabilities assumed (in thousands): | ||||||||
Cash | $ | 223 | ||||||
Accounts receivable | 4,850 | |||||||
Other receivable | 86 | |||||||
Prepaid assets | 925 | |||||||
Total current assets | 6,084 | |||||||
Property, plant and equipment | 15,737 | |||||||
Intangible assets: | ||||||||
Trademarks | 1,421 | |||||||
Customer relationships | 663 | |||||||
Noncompete agreements | 634 | |||||||
Customer contract | 11,285 | |||||||
Other | 61 | |||||||
Total assets acquired | 35,885 | |||||||
Total liabilities assumed | (10,657 | ) | ||||||
Total identifiable net assets acquired | 25,228 | |||||||
Goodwill | 30,236 | |||||||
Net assets acquired | $ | 55,464 | ||||||
Parnon Gathering Assets | ||||||||
Acquisitions | ||||||||
Schedule of purchase price allocation | ||||||||
The following table represents the allocation of the total purchase price of this acquisition to the assets acquired and liabilities assumed on August 3, 2012 (in thousands): | ||||||||
Cash | $ | 382 | ||||||
Accounts receivable | 30,322 | |||||||
Inventory | 7,886 | |||||||
Prepaid assets | 431 | |||||||
Total current assets | 39,021 | |||||||
Property, plant and equipment | 8,072 | |||||||
Intangible assets: | ||||||||
Trade name | 835 | |||||||
Customer relationships | 5,769 | |||||||
Other long term assets | 848 | |||||||
Total assets acquired | 54,545 | |||||||
Total liabilities assumed | (34,323 | ) | ||||||
Total identifiable net assets acquired | 20,222 | |||||||
Goodwill | 7,898 | |||||||
Net assets acquired | $ | 28,120 | ||||||
Parnon Storage, LLC | ||||||||
Acquisitions | ||||||||
Schedule of purchase price allocation | ||||||||
The following table represents the allocation of the total purchase price of this acquisition to the assets acquired and liabilities assumed (in thousands): | ||||||||
Cash | $ | 91 | ||||||
Prepaid assets | 347 | |||||||
Total current assets | 438 | |||||||
Property, plant and equipment | 52,958 | |||||||
Intangible assets: | ||||||||
Customer contract | 26,993 | |||||||
Other intangible assets | 310 | |||||||
Favorable lease | 198 | |||||||
Total assets acquired | 80,897 | |||||||
Total liabilities assumed | (2 | ) | ||||||
Total identifiable net assets acquired | 80,895 | |||||||
Goodwill | 11,041 | |||||||
Net assets acquired | $ | 91,936 | ||||||
North Little Rock terminal and Caddo Mills terminal | ||||||||
Acquisitions | ||||||||
Schedule of purchase price allocation | ||||||||
The following table represents the allocation of the total purchase price of this acquisition to the assets acquired and liabilities assumed (in thousands): | ||||||||
Other receivable | $ | 83 | ||||||
Property, plant and equipment | 25,488 | |||||||
Intangible assets: | ||||||||
Customer relationships | 45,457 | |||||||
Noncompete agreements | 227 | |||||||
Other | 40 | |||||||
Total assets acquired | 71,295 | |||||||
Total liabilities assumed | (83 | ) | ||||||
Total identifiable net assets acquired | 71,212 | |||||||
Goodwill | 61,163 | |||||||
Net assets acquired | $ | 132,375 | ||||||
Other 2012 Acquisitions | ||||||||
Acquisitions | ||||||||
Schedule of purchase price allocation | ||||||||
The following table represents the allocation of the aggregated purchase price to the assets acquired and liabilities assumed related to the three acquisitions described above, which are individually insignificant (in thousands): | ||||||||
Cash | $ | 202 | ||||||
Accounts receivable | 3,080 | |||||||
Inventory | 1,346 | |||||||
Prepaid assets | 894 | |||||||
Total current assets | 5,522 | |||||||
Property, plant and equipment | 16,107 | |||||||
Intangible assets: | ||||||||
Customer relationships | 1,512 | |||||||
Noncompete agreements | 151 | |||||||
Other | 411 | |||||||
Total assets acquired | 23,703 | |||||||
Total liabilities assumed | (2,605 | ) | ||||||
Total identifiable net assets acquired | 21,098 | |||||||
Goodwill | 2,725 | |||||||
Net assets acquired | $ | 23,823 | ||||||
Summary of other acquisitions | ||||||||
Date of acquisition | Name of acquired entity | Total purchase price | ||||||
(in thousands) | ||||||||
January 10, 2012 | MK Gas Ltd. (d/b/a Bill Smith Butane) | $ | 1,833 | |||||
May 1, 2012 | Reynolds Brothers Propane, Inc. | 4,515 | ||||||
December 31, 2012 | Tri-State Propane, Inc. | 2,818 | ||||||
December 31, 2012 | SemStream Arizona Propane, L.L.C. | 14,657 | ||||||
Wildcat Permian Service LLC | ||||||||
Acquisitions | ||||||||
Schedule of purchase price allocation | ||||||||
The following table represents the allocation of the total purchase price of this acquisition to the assets acquired and liabilities assumed on October 7, 2013 (in thousands): | ||||||||
Cash | $ | 2,570 | ||||||
Accounts receivable | 16,068 | |||||||
Inventory | 283 | |||||||
Short-term prepaid asset | 134 | |||||||
Total current assets | 19,055 | |||||||
Property, plant and equipment | 33,962 | |||||||
Long-term prepaid asset | 951 | |||||||
Intangible assets: | ||||||||
Customer relationships | 67,700 | |||||||
Total assets acquired | 121,668 | |||||||
Total liabilities assumed | (17,227 | ) | ||||||
Total identifiable net assets acquired | 104,441 | |||||||
Goodwill | 108,363 | |||||||
Net assets acquired | $ | 212,804 | ||||||
Other 2013 Acquisitions | ||||||||
Acquisitions | ||||||||
Schedule of purchase price allocation | ||||||||
The following table represents the allocation of the aggregated purchase price to the assets acquired related to the three acquisitions described above, which are individually insignificant at their respective original acquisition dates by JP Development (in thousands): | ||||||||
Accounts receivable | $ | 504 | ||||||
Inventory | 15 | |||||||
Total current assets | 519 | |||||||
Property, plant and equipment | 8,503 | |||||||
Intangible assets: | ||||||||
Trade names and trademarks | 286 | |||||||
Customer relationships | 8,022 | |||||||
Noncompete agreements | 429 | |||||||
Total assets acquired | 17,759 | |||||||
Total liabilities assumed | (475 | ) | ||||||
Total identifiable net assets acquired | 17,284 | |||||||
Goodwill | 9,764 | |||||||
Net assets acquired | $ | 27,048 | ||||||
Summary of other acquisitions | ||||||||
Date of acquisition | Name of acquired entity | Total purchase price | ||||||
(in thousands) | ||||||||
July 15, 2013 | BMH Propane, LLC (d/b/a Valley Gas) | $ | 2,437 | |||||
August 30, 2013 | Alexander Oil Field Service, Inc. | 7,792 | ||||||
October 11, 2013 | Highway Pipeline, Inc. | 16,819 | ||||||
Inventory_Tables
Inventory (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory | ||||||||
Schedule of inventory | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Crude Oil | $ | 15,311 | $ | 31,099 | ||||
NGLs | 3,342 | 5,274 | ||||||
Diesel | 266 | 438 | ||||||
Materials, supplies and equipment | 1,907 | 1,768 | ||||||
Total inventory | $ | 20,826 | $ | 38,579 | ||||
Property_Plant_and_Equipment_n1
Property, Plant and Equipment, net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment | ||||||||
Schedule of property, plant and equipment, net | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Land | $ | 6,942 | $ | 7,922 | ||||
Buildings and improvements | 12,272 | 11,354 | ||||||
Transportation equipment | 47,164 | 54,448 | ||||||
Storage and propane tanks | 141,005 | 132,309 | ||||||
Pipelines and linefill | 62,125 | 22,421 | ||||||
Office furniture and fixtures | 8,688 | 6,035 | ||||||
Other equipment | 29,376 | 24,222 | ||||||
Construction-in-progress | 6,752 | 10,899 | ||||||
Total property, plant and equipment | 314,324 | 269,610 | ||||||
Less: accumulated depreciation | (52,176 | ) | (31,517 | ) | ||||
Property, plant and equipment, net | $ | 262,148 | $ | 238,093 | ||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||
Schedule of intangible assets | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Gross | Net | ||||||||||||||||
carrying | Accumulated | carrying | |||||||||||||||
amount | amortization | amount | |||||||||||||||
(in thousands) | |||||||||||||||||
Customer relationships | $ | 82,235 | $ | (17,063 | ) | $ | 65,172 | ||||||||||
Noncompete agreements | 3,728 | (2,283 | ) | 1,445 | |||||||||||||
Trade names | 2,147 | (583 | ) | 1,564 | |||||||||||||
Customer contract | 95,594 | (15,662 | ) | 79,932 | |||||||||||||
Other | 209 | (11 | ) | 198 | |||||||||||||
Total | $ | 183,913 | $ | (35,602 | ) | $ | 148,311 | ||||||||||
December 31, 2013 | |||||||||||||||||
Gross | Net | ||||||||||||||||
carrying | Accumulated | carrying | |||||||||||||||
amount | amortization | amount | |||||||||||||||
(in thousands) | |||||||||||||||||
Customer relationships | $ | 82,898 | $ | (9,907 | ) | $ | 72,991 | ||||||||||
Noncompete agreements | 3,728 | (1,392 | ) | 2,336 | |||||||||||||
Trade names | 2,146 | (283 | ) | 1,863 | |||||||||||||
Customer contract | 106,879 | (9,205 | ) | 97,674 | |||||||||||||
Other | 309 | (72 | ) | 237 | |||||||||||||
Total | $ | 195,960 | $ | (20,859 | ) | $ | 175,101 | ||||||||||
Schedule of estimated future amortization expense for amortizable intangible assets | |||||||||||||||||
The estimated future amortization expense for amortizable intangible assets to be recognized is as follows (in thousands): | |||||||||||||||||
2015 | $ | 17,240 | |||||||||||||||
2016 | 16,849 | ||||||||||||||||
2017 | 15,997 | ||||||||||||||||
2018 | 15,054 | ||||||||||||||||
2019 | 13,069 | ||||||||||||||||
Thereafter | 70,102 | ||||||||||||||||
Total | $ | 148,311 | |||||||||||||||
Schedule of goodwill activity | |||||||||||||||||
Crude oil | Crude oil | Refined products | NGL | Total | |||||||||||||
pipelines and | supply and | terminals and | distribution | ||||||||||||||
storage | logistics | storage | and sales | ||||||||||||||
(in thousands) | |||||||||||||||||
Balance at January 1, 2013 | $ | 11,041 | $ | 38,134 | $ | 61,163 | $ | 22,240 | $ | 132,578 | |||||||
Goodwill acquired during the year | 97,121 | 11,911 | — | 9,095 | 118,127 | ||||||||||||
Balance at December 31, 2013 | 108,162 | 50,045 | 61,163 | 31,335 | 250,705 | ||||||||||||
Disposals | — | (1,984 | ) | — | — | (1,984 | ) | ||||||||||
Balance at December 31, 2014 | $ | 108,162 | $ | 48,061 | $ | 61,163 | $ | 31,335 | $ | 248,721 | |||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities | ||||||||
Schedule of accrued liabilities | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Taxes payable | $ | 1,915 | $ | 3,406 | ||||
Accrued payroll and employee benefits | 8,148 | 8,138 | ||||||
Accrued professional fees | 462 | 3,093 | ||||||
Royalties payable | 4,281 | 3,910 | ||||||
Short-term derivative liabilities | 10,157 | 200 | ||||||
Other | 4,008 | 4,001 | ||||||
$ | 28,971 | $ | 22,748 | |||||
Capital_Leases_and_Other_Short1
Capital Leases and Other Short-Term Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt and Capital Lease Obligations [Abstract] | ||||||||
Schedule of assets held under capital lease agreements | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Buildings and improvements | $ | 138 | $ | 138 | ||||
Transportation equipment | 261 | 406 | ||||||
Office furniture and equipment | 129 | 108 | ||||||
Other equipment | 49 | — | ||||||
577 | 652 | |||||||
Less: Accumulated depreciation | (254 | ) | (369 | ) | ||||
Assets under capital lease, net | $ | 323 | $ | 283 | ||||
Scheduled principal repayments of capital lease obligations | ||||||||
Scheduled repayments of capital lease obligations are as follows (in thousands): | ||||||||
Years ending December 31, | ||||||||
2015 | $ | 208 | ||||||
2016 | 155 | |||||||
2017 | 112 | |||||||
2018 | 40 | |||||||
2019 | 31 | |||||||
Thereafter | 33 | |||||||
579 | ||||||||
Less: amounts representing interest | (207 | ) | ||||||
Total obligations under capital leases | 372 | |||||||
Less: current portion | (138 | ) | ||||||
Long-term capital lease obligation | $ | 234 | ||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Long-Term Debt | ||||||||
Schedule of long-term debt | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Wells Fargo revolving loans | $ | — | $ | 177,557 | ||||
Bank of America revolving loan | 83,000 | — | ||||||
F&M loans | — | 4,135 | ||||||
HBH note payable | 1,277 | 1,470 | ||||||
Related party note payable | — | 1,000 | ||||||
Reynolds note payable | — | 344 | ||||||
Noncompete notes payable | 231 | 340 | ||||||
Total long-term debt | $ | 84,508 | $ | 184,846 | ||||
Less: Current maturities | (383 | ) | (698 | ) | ||||
Total long-term debt, net of current maturities | $ | 84,125 | $ | 184,148 | ||||
Scheduled principal repayments of longterm debt | ||||||||
Scheduled principal repayments of long-term debt for each of the next five years ending December 31 and thereafter are as follows (in thousands): | ||||||||
2015 | $ | 383 | ||||||
2016 | 386 | |||||||
2017 | 739 | |||||||
2018 | — | |||||||
2019 | 83,000 | |||||||
Thereafter | — | |||||||
Total | $ | 84,508 | ||||||
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Summary of fair values of the Partnership's derivative contracts included in the condensed consolidated balance sheets | Asset Derivatives | Liability Derivatives | ||||||||||||||
Balance Sheet Location | December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | ||||||||||||
(in thousands) | ||||||||||||||||
Derivatives not designated as hedging contracts: | ||||||||||||||||
Commodity Swap Contracts | Prepaid expenses and other current assets | $ | — | $ | 498 | $ | — | $ | — | |||||||
Commodity Swap Contracts | Accrued Liabilities | — | — | (8,941 | ) | — | ||||||||||
Commodity Swap Contracts | Other Long-term liabilities | — | — | (3,251 | ) | — | ||||||||||
Interest Rate Swap Contracts | Accrued Liabilities | — | — | (158 | ) | (200 | ) | |||||||||
Interest Rate Swap Contracts | Other Long-term liabilities | — | — | — | (4 | ) | ||||||||||
Summary of amounts recognized with respect to the Partnership's derivative instruments within the condensed consolidated statements of operations | ||||||||||||||||
Location of Gain/(Loss) Recognized in Income on | Amount of Gain/(Loss) Recognized in Income on Derivatives | |||||||||||||||
Derivatives | ||||||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | ||||||||||||||
(in thousands) | ||||||||||||||||
Derivatives not designated as hedging contracts: | ||||||||||||||||
Commodity derivatives | Cost of sales | $ | (13,762 | ) | $ | 902 | $ | 640 | ||||||||
Interest rate swaps | Interest expense | (227 | ) | (168 | ) | (257 | ) | |||||||||
Commodity swap contracts | ||||||||||||||||
Schedule of notional values of outstanding derivatives | ||||||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | ||||||||||||||
Notional Volume | Maturity | Notional Volume | Maturity | Notional Volume | Maturity | |||||||||||
Derivatives not designated as hedging contracts: | ||||||||||||||||
Propane (Gallons) : | ||||||||||||||||
Forward Contracts | — | — | — | — | 1,954,800 | Jan 2013 - Nov 2013 | ||||||||||
Swaps | 27,958,302 | Jan 2015 - Dec 2016 | 1,728,778 | Jan 2014 - Mar 2014 | 6,513,764 | Jan 2013 - Dec 2013 | ||||||||||
Interest rate swap contracts | ||||||||||||||||
Schedule of notional values of outstanding derivatives | ||||||||||||||||
Notional Amount Outstanding | ||||||||||||||||
Term | Type | December 31, 2014 | December 31, 2013 | December 31, 2012 | ||||||||||||
July 2015(1) | Pay a fixed rate and receive a floating rate based on 1-month LIBOR | $ | 32,000,000 | $ | 32,000,000 | $ | 32,000,000 | |||||||||
September 2015(2) | Pay a fixed rate and receive a floating rate based on 1-month LIBOR | $ | 43,000,000 | $ | 43,000,000 | $ | 43,000,000 | |||||||||
-1 | Fixed rate set at 0.54%, 0.50% and 0.50% as of December 31, 2014, 2013 and 2012, respectively | |||||||||||||||
-2 | Fixed rate set at 0.51%, 0.47% and 0.47% as of December 31, 2014, 2013 and 2012, respectively | |||||||||||||||
Partners_Capital_Tables
Partners' Capital (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Partners' Capital | ||||||||||||
Schedule of quarterly distributions paid to existing unit holders | ||||||||||||
Distribution Date | Cash Distribution | |||||||||||
(per unit) | ||||||||||||
February 2012 | $ | 0.50 | ||||||||||
May 2012 | 0.50 | |||||||||||
August 2012 | 0.50 | |||||||||||
November 2012 | 0.50 | |||||||||||
February 2013 | 0.50 | |||||||||||
July 2013 | 0.50 | |||||||||||
August 2013 | 0.50 | |||||||||||
Schedule of inputs used to estimate fair value of the Class B and Class C common units | ||||||||||||
December 31, 2013 | April 19, 2013 | November 27, 2012 | July 20, 2012 | February 29, 2012 | ||||||||
WACC | 10.71% - 11.21% | 9.41% - 9.91% | 8.95% - 9.45% | 10.96% - 11.46% | 13.61% -14.11% | |||||||
Market multiple | 12.05 - 12.55 times | 10.5 - 11 times | 10.5 - 11 times | 8.75 - 9.25 times | 9.25 - 9.75 times | |||||||
UnitBased_Compensation_Tables
Unit-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Restricted Common Units of JPE | |||||||||||||||||
Unit-Based Compensation | |||||||||||||||||
Summary of restricted (non vested) common units | |||||||||||||||||
2014 | |||||||||||||||||
Class B Common Units | Common Units | Subordinated Units | |||||||||||||||
Restricted (Non-Vested) Units | Units | Weighted | Units | Weighted | Units | Weighted | |||||||||||
Average Grant | Average Grant | Average Grant | |||||||||||||||
Date Fair Value | Date Fair Value | Date Fair Value | |||||||||||||||
Outstanding at the beginning of the period | 177,867 | $ | 25.58 | — | $ | — | — | $ | — | ||||||||
Granted - service condition | 90,000 | 19.64 | — | — | — | — | |||||||||||
Granted - performance condition | — | — | — | — | — | — | |||||||||||
Vested - service condition | (63,698 | ) | 24.21 | — | — | — | — | ||||||||||
Vested - performance condition | — | — | — | — | — | — | |||||||||||
Forfeited - service condition | (6,667 | ) | 34.91 | — | — | — | — | ||||||||||
Forfeited - performance condition | — | — | — | — | — | — | |||||||||||
Conversion upon IPO | (197,502 | ) | 23 | 34,603 | 25.84 | 141,211 | 25.84 | ||||||||||
Granted - service condition | — | — | — | — | — | — | |||||||||||
Granted - performance condition | — | — | — | — | — | — | |||||||||||
Vested - service condition | — | — | (876 | ) | 36.75 | (3,576 | ) | 36.75 | |||||||||
Vested - performance condition | — | — | — | — | — | — | |||||||||||
Forfeited - service condition | — | — | (2,715 | ) | 39.22 | (11,082 | ) | 39.22 | |||||||||
Forfeited - performance condition | — | — | — | — | — | — | |||||||||||
Outstanding at the end of period | — | — | 31,012 | 24.36 | 126,553 | 24.36 | |||||||||||
2013 | |||||||||||||||||
Restricted (Non-Vested) Common Units | Units | Weighted | |||||||||||||||
Average Grant | |||||||||||||||||
Date Fair Value | |||||||||||||||||
Outstanding at the beginning of the period | 143,000 | $ | 20.32 | ||||||||||||||
Granted - service condition | 68,500 | 34.91 | |||||||||||||||
Granted - performance condition | — | — | |||||||||||||||
Vested - service condition | (23,633 | ) | 23.37 | ||||||||||||||
Vested - performance condition | — | — | |||||||||||||||
Forfeited - service condition | (10,000 | ) | 19.51 | ||||||||||||||
Forfeited - performance condition | — | — | |||||||||||||||
Outstanding at the end of period | 177,867 | 25.58 | |||||||||||||||
2012 | |||||||||||||||||
Restricted (Non-Vested) Common Units | Units | Weighted | |||||||||||||||
Average Grant | |||||||||||||||||
Date Fair Value | |||||||||||||||||
Outstanding at the beginning of the period | — | $ | — | ||||||||||||||
Granted - service condition | 82,500 | 20.99 | |||||||||||||||
Granted - performance condition | 75,000 | 19.51 | |||||||||||||||
Vested - service condition | (14,500 | ) | 19.91 | ||||||||||||||
Vested - performance condition | — | ||||||||||||||||
Forfeited - service condition | — | ||||||||||||||||
Forfeited - performance condition | — | ||||||||||||||||
Outstanding at the end of period | 143,000 | 20.32 | |||||||||||||||
Restricted Common Units of CB Capital and Predecessor GP | |||||||||||||||||
Unit-Based Compensation | |||||||||||||||||
Summary of restricted (non vested) common units | |||||||||||||||||
2014 | |||||||||||||||||
Restricted (Non-Vested) Common Units | CB Capital | Predecessor GP | |||||||||||||||
Outstanding at the beginning of the period | 18 | 29 | |||||||||||||||
Granted | 2,687 | 2,561 | |||||||||||||||
Vested | (2,304 | ) | (2,192 | ) | |||||||||||||
Forfeited | (33 | ) | (33 | ) | |||||||||||||
Outstanding at the end of period | 368 | 365 | |||||||||||||||
2013 | |||||||||||||||||
Restricted (Non-Vested) Common Units | CB Capital | Predecessor GP | |||||||||||||||
Outstanding at the beginning of the period | 197 | 242 | |||||||||||||||
Granted | — | — | |||||||||||||||
Vested | (76 | ) | (109 | ) | |||||||||||||
Forfeited | (103 | ) | (104 | ) | |||||||||||||
Outstanding at the end of period | 18 | 29 | |||||||||||||||
2012 | |||||||||||||||||
Restricted (Non-Vested) Common Units | CB Capital | Predecessor GP | |||||||||||||||
Outstanding at the beginning of the period | — | — | |||||||||||||||
Granted | 1,302 | 1,360 | |||||||||||||||
Vested | (1,105 | ) | (1,118 | ) | |||||||||||||
Forfeited | — | — | |||||||||||||||
Outstanding at the end of period | 197 | 242 | |||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Reportable Segments | |||||
Schedule of minimum future payments under non-cancelable operating leases as of current year end and thereafter | |||||
Minimum future payments under non-cancelable operating leases as of December 31, 2014 and thereafter are as follows (in thousands): | |||||
2015 | $ | 7,606 | |||
2016 | 7,131 | ||||
2017 | 4,231 | ||||
2018 | 2,963 | ||||
2019 | 1,657 | ||||
Thereafter | 5,060 | ||||
$ | 28,648 | ||||
Reportable_Segments_Tables
Reportable Segments (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Reportable Segments | |||||||||||
Schedule of financial data for each reportable segment | . | ||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
External Revenues: | |||||||||||
Crude oil pipelines and storage | $ | 78,222 | $ | 25,401 | $ | 6,224 | |||||
Crude oil supply and logistics | 1,385,229 | 1,872,956 | 292,618 | ||||||||
Refined products terminals and storage | 23,287 | 24,011 | 2,706 | ||||||||
NGLs distribution and sales | 206,896 | 179,865 | 126,033 | ||||||||
Total revenues | $ | 1,693,634 | $ | 2,102,233 | $ | 427,581 | |||||
Intersegment Revenues: | |||||||||||
Crude oil pipelines and storage | $ | 1,252 | $ | — | $ | — | |||||
Crude oil supply and logistics | 49,738 | 5,573 | — | ||||||||
Refined products terminals and storage | — | — | — | ||||||||
NGLs distribution and sales | 14 | — | — | ||||||||
Intersegment eliminations | (51,004 | ) | (5,573 | ) | — | ||||||
Total intersegment revenues | $ | — | $ | — | $ | — | |||||
Cost of Sales, excluding depreciation and amortization: | |||||||||||
Crude oil pipelines and storage | $ | 55,031 | $ | 8,894 | $ | 224 | |||||
Crude oil supply and logistics | 1,416,023 | 1,852,249 | 289,275 | ||||||||
Refined products terminals and storage | 6,453 | 4,683 | 974 | ||||||||
NGLs distribution and sales | 126,686 | 105,488 | 79,904 | ||||||||
Intersegment eliminations | (51,004 | ) | (5,573 | ) | — | ||||||
Amounts not included in segment Adjusted EBITDA | 13,921 | (1,110 | ) | (1,586 | ) | ||||||
Total cost of sales, excluding depreciation and amortization | $ | 1,567,110 | $ | 1,964,631 | $ | 368,791 | |||||
Operating Expenses: | |||||||||||
Crude oil pipelines and storage | $ | 3,576 | $ | 3,044 | $ | 1,072 | |||||
Crude oil supply and logistics | 6,276 | 8,501 | 2,464 | ||||||||
Refined products terminals and storage | 4,602 | 2,464 | 280 | ||||||||
NGLs distribution and sales | 52,109 | 47,307 | 24,746 | ||||||||
Amounts not included in segment Adjusted EBITDA | 951 | 609 | 78 | ||||||||
Total operating expenses | $ | 67,514 | $ | 61,925 | $ | 28,640 | |||||
Depreciation and Amortization: | |||||||||||
Crude oil pipelines and storage | $ | 12,763 | $ | 6,846 | $ | 2,217 | |||||
Crude oil supply and logistics | 6,735 | 5,847 | 2,267 | ||||||||
Refined products terminals and storage | 5,911 | 6,162 | 1,015 | ||||||||
NGLs distribution and sales | 16,163 | 13,981 | 8,151 | ||||||||
Corporate and other | 916 | 509 | 206 | ||||||||
Total depreciation and amortization | $ | 42,488 | $ | 33,345 | $ | 13,856 | |||||
Adjusted EBITDA: | |||||||||||
Crude oil pipelines and storage | $ | 20,159 | $ | 13,353 | $ | 4,836 | |||||
Crude oil supply and logistics | 9,185 | 14,686 | (40 | ) | |||||||
Refined products terminals and storage | 10,723 | 16,100 | 1,161 | ||||||||
NGLs distribution and sales | 15,525 | 15,518 | 14,022 | ||||||||
Total adjusted EBITDA from reportable segments | $ | 55,592 | $ | 59,657 | $ | 19,979 | |||||
Capital Expenditures: | |||||||||||
Crude oil pipelines and storage | $ | 33,237 | $ | 1,251 | $ | — | |||||
Crude oil supply and logistics | 3,454 | 3,159 | 13,123 | ||||||||
Refined products terminals and storage | 2,489 | 4,482 | — | ||||||||
NGLs distribution and sales | 16,557 | 16,009 | 6,577 | ||||||||
Corporate and other | 1,141 | 1,927 | 1,332 | ||||||||
Total capital expenditures | $ | 56,878 | $ | 26,828 | $ | 21,032 | |||||
Schedule of reconciliation of total Adjusted EBITDA from reportable segments to net income (loss) from continuing operations | |||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
Total adjusted EBITDA from reportable segments | $ | 55,592 | $ | 59,657 | $ | 19,979 | |||||
Other expenses not allocated to reportable segments | (24,924 | ) | (27,396 | ) | (8,174 | ) | |||||
Depreciation and amortization | (42,488 | ) | (33,345 | ) | (13,856 | ) | |||||
Interest expense | (9,393 | ) | (9,075 | ) | (3,405 | ) | |||||
Loss on extinguishment of debt | (1,634 | ) | — | (497 | ) | ||||||
Income tax (expense) benefit | (300 | ) | (208 | ) | (222 | ) | |||||
Loss on disposal of assets | (1,366 | ) | (1,492 | ) | (1,142 | ) | |||||
Unit-based compensation | (1,877 | ) | (948 | ) | (2,485 | ) | |||||
Total (loss) gain on commodity derivatives | (13,762 | ) | 902 | 640 | |||||||
Net cash payments (receipts) for commodity derivatives settled during the period | 1,071 | 209 | 946 | ||||||||
Non-cash inventory LCM adjustment | (222 | ) | — | — | |||||||
Transaction costs and other non-cash items | (4,112 | ) | (1,343 | ) | (1,492 | ) | |||||
Net loss from continuing operations | $ | (43,415 | ) | $ | (13,039 | ) | $ | (9,708 | ) | ||
Schedule of total assets from the Partnership's reportable segments | |||||||||||
December 31, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
(in thousands) | |||||||||||
Crude oil pipelines and storage | $ | 323,100 | $ | 313,580 | |||||||
Crude oil supply and logistics | 165,288 | 208,420 | |||||||||
Refined products terminals and storage | 131,923 | 132,325 | |||||||||
NGLs distribution and sales | 170,904 | 178,450 | |||||||||
Corporate and other | 21,958 | 10,627 | |||||||||
Total assets | $ | 813,173 | $ | 843,402 | |||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Schedule of selected financial data by quarter | ||||||||||||||
Quarter Ended | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
(in thousands, except per unit data) | ||||||||||||||
2014 | ||||||||||||||
Total revenue | $ | 418,668 | $ | 447,147 | $ | 428,590 | $ | 399,229 | ||||||
Operating loss | (3,457 | ) | (8,897 | ) | (3,362 | ) | (16,526 | ) | ||||||
Loss from continuing operations | (8,183 | ) | (11,006 | ) | (5,610 | ) | (18,616 | ) | ||||||
Loss from discontinued operations | (405 | ) | (9,203 | ) | — | — | ||||||||
Net loss | (8,588 | ) | (20,209 | ) | (5,610 | ) | (18,616 | ) | ||||||
Basic and diluted loss per common and subordinated unit | (0.51 | ) | ||||||||||||
2013 | ||||||||||||||
Total revenue | $ | 476,793 | $ | 511,012 | $ | 564,558 | $ | 549,870 | ||||||
Operating income (loss) | 4,868 | (720 | ) | (3,334 | ) | (5,258 | ) | |||||||
Income (loss) from continuing operations | 2,893 | (2,669 | ) | (5,573 | ) | (7,690 | ) | |||||||
Income (loss) from discontinued operations | (686 | ) | 663 | (64 | ) | (1,095 | ) | |||||||
Net income (loss) | 2,207 | (2,006 | ) | (5,637 | ) | (8,785 | ) | |||||||
Business_and_Basis_of_Presenta1
Business and Basis of Presentation (Details) (USD $) | 0 Months Ended | 12 Months Ended |
Feb. 12, 2014 | Dec. 31, 2014 | |
Business and Basis of Presentation | ||
Units issued | 12,561,934 | |
Class A Common Unit | Limited | ||
Business and Basis of Presentation | ||
Units issued | 12,561,934 | |
Common Control Acquisition | JP Development | ||
Business and Basis of Presentation | ||
Aggregate Purchase price | $319,100,000 | |
Cash price | 52,000,000 | |
Common Control Acquisition | JP Development | General Partner | ||
Business and Basis of Presentation | ||
Deemed distribution | $12,700,000 | |
Common Control Acquisition | JP Development | Class A Common Unit | Limited | ||
Business and Basis of Presentation | ||
Units issued | 12,561,934 |
Business_and_Basis_of_Presenta2
Business and Basis of Presentation (Details 2) (USD $) | 0 Months Ended | 12 Months Ended | |||
Oct. 07, 2014 | Oct. 07, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Business and Basis of Presentation | |||||
Distribution of accounts receivable | $92,100,000 | ||||
Units of ownership interest in partnership | 18,209,519 | ||||
Number of general partner units recharacterized as non-economic general partner interest | 45 | ||||
Proceeds from IPO | 257,100,000 | ||||
Offering expenses | 2,000,000 | ||||
Amount of redemption of preferred units | -42,436,000 | ||||
Repayment of debt outstanding | 4,870,000 | 4,152,000 | 1,286,000 | ||
Increase (decrease) in working capital of the Partnership | 17,100,000 | ||||
Amount borrowed in order to replenish working capital | 390,800,000 | 32,300,000 | 152,139,000 | ||
Acquisition revolving credit facility | |||||
Business and Basis of Presentation | |||||
Repayment of debt outstanding | 195,600,000 | ||||
Amount borrowed in order to replenish working capital | 75,000,000 | ||||
Series D Preferred Unit | |||||
Business and Basis of Presentation | |||||
Percentage of preferred units redeemed | 100.00% | ||||
Amount of redemption of preferred units | 42,436,000 | 42,436,000 | |||
Lonestar | |||||
Business and Basis of Presentation | |||||
Distribution of accounts receivable | 72,500,000 | ||||
JP Development | |||||
Business and Basis of Presentation | |||||
Distribution of accounts receivable | 3,300,000 | ||||
TAC | |||||
Business and Basis of Presentation | |||||
Distribution of accounts receivable | 6,000,000 | ||||
IPO | |||||
Business and Basis of Presentation | |||||
Period after end of each quarter, within which available cash to be distributed to unitholders of record on the applicable record date, subject to certain terms and conditions | 45 days | ||||
Common | IPO | |||||
Business and Basis of Presentation | |||||
Per unit price of common units issued to the public | $20 | ||||
Percentage of ownership interest in partnership | 37.70% | 37.70% | |||
Number of common units issued to the public | 13,750,000 | 13,750,000 | |||
Proceeds from IPO | $257,100,000 | ||||
Prior to the closing of the IPO | Existing Common Units | |||||
Business and Basis of Presentation | |||||
Unit split ratio | 0.89 | 0.89 | |||
Number of common units resulting from unit split | 22,677,004 | ||||
Conversion of units (in units) | -18,213,502 | ||||
Percentage of ownership interest in partnership | 19.70% | 80.30% | |||
Units of ownership interest in partnership | 4,463,502 | 4,463,502 | |||
Prior to the closing of the IPO | Subordinated | |||||
Business and Basis of Presentation | |||||
Conversion of units (in units) | 18,213,502 | ||||
Percentage of ownership interest in partnership | 80.30% | 19.70% | |||
After the closing of the IPO | Existing Common Units | |||||
Business and Basis of Presentation | |||||
Conversion of units (in units) | -4,463,502 | ||||
Common units conversion ratio | 1 | ||||
After the closing of the IPO | Subordinated | |||||
Business and Basis of Presentation | |||||
Percentage of ownership interest in partnership | 50.00% | ||||
After the closing of the IPO | Common | Existing partners | |||||
Business and Basis of Presentation | |||||
Conversion of units (in units) | 4,463,502 | ||||
Percentage of ownership interest in partnership | 12.30% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Accounts Receivable | |||
Accounts receivable, allowance for doubtful accounts | $1,134,000 | $1,207,000 | |
Bad debt expense | 820,000 | 855,000 | 826,000 |
Prepaid Expenses and Other Current Assets | |||
Prepaid insurance premiums | 1,044,000 | 697,000 | |
Insurance claim receivables | $965,000 | $115,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) | 12 Months Ended |
Dec. 31, 2014 | |
Buildings | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives | 20 years |
Buildings | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives | 30 years |
Transportation equipment | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives | 5 years |
Transportation equipment | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives | 15 years |
Propane tanks and cylinders | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives | 3 years |
Propane tanks and cylinders | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives | 20 years |
Bulk storage tanks | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives | 20 years |
Pipeline and linefill | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives | 20 years |
Office furniture and fixtures | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives | 5 years |
Office furniture and fixtures | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives | 10 years |
Other equipment | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives | 3 years |
Other equipment | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives | 5 years |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3)) (USD $) | 12 Months Ended | 3 Months Ended |
Dec. 31, 2014 | Jun. 30, 2014 | |
item | ||
Goodwill | ||
Number of business segments | 4 | |
Impairment loss | $1,984,000 | |
Goodwill allocated | 1,984,000 | |
Bakken Business | ||
Goodwill | ||
Goodwill allocated | $1,984,000 | |
Possibility one | ||
Goodwill | ||
Average period used for determination of fair value reporting units | 1 year | |
Possibility two | ||
Goodwill | ||
Average period used for determination of fair value reporting units | 2 years | |
Possibility three | ||
Goodwill | ||
Average period used for determination of fair value reporting units | 3 years |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 4) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Deferred Financing Costs | |||
Debt issuance costs, net | $3,712,000 | $2,869,000 | |
Loss on extinguishment of debt | 1,634,000 | 497,000 | |
Amortization of deferred financing costs | $906,000 | $1,103,000 | $490,000 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details 5) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Major Customers | |||||||||||
Revenues | $399,229,000 | $428,590,000 | $447,147,000 | $418,668,000 | $549,870,000 | $564,558,000 | $511,012,000 | $476,793,000 | $1,693,634,000 | $2,102,233,000 | $427,581,000 |
Crude oil supply and logistics | |||||||||||
Major Customers | |||||||||||
Revenues | 1,385,229,000 | 1,872,956,000 | 292,618,000 | ||||||||
Refined products terminals and storage | |||||||||||
Major Customers | |||||||||||
Revenues | 23,287,000 | 24,011,000 | 2,706,000 | ||||||||
Refined products terminals and storage | Minimum | |||||||||||
Revenue Recognition | |||||||||||
Initial term before evergreen provisions | 6 months | ||||||||||
Refined products terminals and storage | Maximum | |||||||||||
Revenue Recognition | |||||||||||
Initial term before evergreen provisions | 2 years | ||||||||||
Operating segment | Crude oil supply and logistics | Customer A | |||||||||||
Major Customers | |||||||||||
Revenues | 620,294,000 | 1,063,763,000 | 74,953,000 | ||||||||
Operating segment | Crude oil supply and logistics | Customer B | |||||||||||
Major Customers | |||||||||||
Revenues | 173,583,000 | 272,614,000 | |||||||||
Operating segment | Crude oil supply and logistics | Customer C | |||||||||||
Major Customers | |||||||||||
Revenues | $168,830,000 | $132,133,000 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Discontinued operations | ||||
Loss on sale | $7,288,000 | |||
Goodwill allocated to discontinued operations | 1,984,000 | |||
Bakken Business | ||||
Discontinued operations | ||||
Sales Price | 9,100,000 | |||
Loss on sale | 7,288,000 | 7,288,000 | ||
Goodwill allocated to discontinued operations | 1,984,000 | |||
Revenues from discontinued operations | 7,865,000 | 19,283,000 | 10,730,000 | |
Net (loss) gain of discontinued operations, net of taxes, including loss on disposal of $7,288 in 2014 | ($9,608,000) | ($1,182,000) | $1,320,000 |
Net_Loss_Per_Unit1
Net Loss Per Unit (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Feb. 13, 2015 | Dec. 31, 2014 |
Distribution declared | $11,014 | |||
Net loss in excess of distribution | -29,630 | |||
Net loss attributable to unitholders subsequent to the IPO: | -18,616 | |||
Weighted average units outstanding: | ||||
Basic and diluted (in units) | 36,422,580 | |||
Net loss per unit: | ||||
Basic and diluted (in dollars per unit) | ($0.51) | ($0.51) | ||
Common | ||||
Distribution Declared, Per Unit | $0.30 | |||
Distribution declared | 5,523 | |||
Net loss in excess of distribution | -14,816 | |||
Net loss attributable to unitholders subsequent to the IPO: | -9,293 | |||
Weighted average units outstanding: | ||||
Basic and diluted (in units) | 18,212,632 | |||
Net loss per unit: | ||||
Basic and diluted (in dollars per unit) | ($0.51) | |||
Common | Minimum | ||||
Distribution Declared, Per Unit | $0.33 | |||
Subordinated | ||||
Distribution declared | 5,491 | |||
Net loss in excess of distribution | -14,814 | |||
Net loss attributable to unitholders subsequent to the IPO: | ($9,323) | |||
Weighted average units outstanding: | ||||
Basic and diluted (in units) | 18,209,948 | |||
Net loss per unit: | ||||
Basic and diluted (in dollars per unit) | ($0.51) |
Acquisitions_Details
Acquisitions (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |
Oct. 07, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | |
Allocation of total purchase price to assets acquired and liabilities assumed | ||||
Goodwill | $250,705,000 | $248,721,000 | $132,578,000 | |
Wildcat Permian Service LLC | Crude oil supply and logistics | ||||
Allocation of total purchase price to assets acquired and liabilities assumed | ||||
Goodwill | 11,242,000 | |||
JP Development | Wildcat Permian Service LLC | ||||
Acquisitions | ||||
Consideration - cash payment | 212,804,000 | |||
Allocation of total purchase price to assets acquired and liabilities assumed | ||||
Cash | 2,570,000 | |||
Accounts receivable | 16,068,000 | |||
Inventory | 283,000 | |||
Short-term prepaid asset | 134,000 | |||
Total current assets | 19,055,000 | |||
Property, plant and equipment | 33,962,000 | |||
Long-term prepaid asset | 951,000 | |||
Total assets acquired | 121,668,000 | |||
Total liabilities assumed | -17,227,000 | |||
Total identifiable net assets acquired | 104,441,000 | |||
Goodwill | 108,363,000 | |||
Net assets acquired | 212,804,000 | |||
Acquisition - pro forma information | ||||
Revenues attributable to acquiree since acquisition date | 10,878,000 | 64,136,000 | ||
JP Development | Wildcat Permian Service LLC | Customer relationships | ||||
Allocation of total purchase price to assets acquired and liabilities assumed | ||||
Intangible assets | $67,700,000 | |||
Intangible assets | ||||
Weighted average useful life | 17 years |
Acquisitions_Details_2
Acquisitions (Details 2) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Jul. 15, 2013 | Aug. 30, 2013 | Oct. 11, 2013 | Dec. 31, 2012 | |
item | ||||||
Allocation of total purchase price to assets acquired and liabilities assumed | ||||||
Goodwill | $248,721,000 | $250,705,000 | $132,578,000 | |||
JP Development | ||||||
Acquisitions | ||||||
Realized losses due to changes in fair value of liabilities | 435,000 | |||||
JP Development | Partnership Interests | Class C Common Unit | ||||||
Acquisitions | ||||||
Value of equity issued as part of acquisition | 1,628,000 | |||||
JP Development | Other 2013 Acquisitions | ||||||
Acquisitions | ||||||
Total purchase price | 27,048,000 | |||||
Consideration - cash payment | 23,085,000 | |||||
Number of acquisitions | 3 | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | ||||||
Accounts receivable | 504,000 | |||||
Inventory | 15,000 | |||||
Total current assets | 519,000 | |||||
Property, plant and equipment | 8,503,000 | |||||
Total assets acquired | 17,759,000 | |||||
Total liabilities assumed | -475,000 | |||||
Total identifiable net assets acquired | 17,284,000 | |||||
Goodwill | 9,764,000 | |||||
Net assets acquired | 27,048,000 | |||||
Acquisition - pro forma information | ||||||
Revenues attributable to acquiree since acquisition date | 18,329,000 | 5,781,000 | ||||
JP Development | Other 2013 Acquisitions | Trade names and trademarks | ||||||
Allocation of total purchase price to assets acquired and liabilities assumed | ||||||
Intangible assets | 286,000 | |||||
Intangible assets | ||||||
Estimated useful life | 2 years | |||||
JP Development | Other 2013 Acquisitions | Customer relationships | ||||||
Allocation of total purchase price to assets acquired and liabilities assumed | ||||||
Intangible assets | 8,022,000 | |||||
Intangible assets | ||||||
Weighted average useful life | 6 years | |||||
JP Development | Other 2013 Acquisitions | Noncompete agreements | ||||||
Allocation of total purchase price to assets acquired and liabilities assumed | ||||||
Intangible assets | 429,000 | |||||
Intangible assets | ||||||
Estimated useful life | 3 years | |||||
JP Development | BMH Propane, LLC (d/b/a Valley Gas) | ||||||
Acquisitions | ||||||
Total purchase price | 2,437,000 | |||||
JP Development | Alexander Oil Field Service, Inc. | ||||||
Acquisitions | ||||||
Total purchase price | 7,792,000 | |||||
Contingent earn-out at fair value | 790,000 | 1,280,000 | ||||
Maximum contingent earn-out | 1,628,000 | |||||
Term of earn-out of contingent liability | 2 years | |||||
JP Development | Highway Pipeline, Inc. | ||||||
Acquisitions | ||||||
Total purchase price | 16,819,000 | |||||
Contingent earn-out at fair value | 1,367,000 | 1,055,000 | ||||
Maximum contingent earn-out | $3,000,000 | |||||
Term of earn-out of contingent liability | 3 years |
Acquisitions_Details_3
Acquisitions (Details 3) (USD $) | 0 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 07, 2012 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 07, 2012 | |
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Goodwill | $132,578,000 | $248,721,000 | $250,705,000 | ||
HPX | |||||
Acquisitions | |||||
Percent of interests acquired | 100.00% | 100.00% | |||
Consideration - cash payment | 61,727,000 | ||||
Consideration - note payable | 6,612,000 | ||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Cash | 7,202,000 | 7,202,000 | |||
Accounts receivable | 7,306,000 | 7,306,000 | |||
Inventory | 2,427,000 | 2,427,000 | |||
Prepaid assets | 31,000 | 31,000 | |||
Total current assets | 16,966,000 | 16,966,000 | |||
Property, plant and equipment | 33,791,000 | 33,791,000 | |||
Other long-term assets | 5,000 | 5,000 | |||
Total assets acquired | 63,936,000 | 63,936,000 | |||
Total liabilities assumed | -8,399,000 | -8,399,000 | |||
Total identifiable net assets acquired | 55,537,000 | 55,537,000 | |||
Goodwill | 12,802,000 | 12,802,000 | |||
Net assets acquired | 68,339,000 | 68,339,000 | |||
Liabilities assumed | |||||
Accounts payable | 3,097,000 | 3,097,000 | |||
Accrued expenses | 4,252,000 | 4,252,000 | |||
Other long-term liabilities | 435,000 | 435,000 | |||
Long-term debt | 615,000 | 615,000 | |||
Acquisition - pro forma information | |||||
Revenues attributable to acquiree since acquisition date | 31,784,000 | 61,991,000 | 58,251,000 | ||
HPX | Trade names | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | 472,000 | 472,000 | |||
Intangible assets | |||||
Estimated useful life | 1 year | ||||
HPX | Customer relationships | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | 12,018,000 | 12,018,000 | |||
Intangible assets | |||||
Weighted average useful life | 15 years | ||||
HPX | Noncompete agreements | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | $684,000 | $684,000 | |||
Intangible assets | |||||
Weighted average useful life | 5 years |
Acquisitions_Details_4
Acquisitions (Details 4) (USD $) | 0 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 20, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | |
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Goodwill | $132,578,000 | $250,705,000 | $132,578,000 | $248,721,000 | |
Falco | |||||
Acquisitions | |||||
Total purchase price | 55,464,000 | ||||
Consideration - cash payment | 41,561,000 | ||||
Liabilities assumed | |||||
Long-term debt | 6,532,000 | ||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Cash | 223,000 | ||||
Accounts receivable | 4,850,000 | ||||
Other receivable | 86,000 | ||||
Prepaid assets | 925,000 | ||||
Total current assets | 6,084,000 | ||||
Property, plant and equipment | 15,737,000 | ||||
Total assets acquired | 35,885,000 | ||||
Total liabilities assumed | -10,657,000 | ||||
Total identifiable net assets acquired | 25,228,000 | ||||
Goodwill | 30,236,000 | ||||
Net assets acquired | 55,464,000 | ||||
Acquisition - pro forma information | |||||
Revenues attributable to acquiree since acquisition date | 13,788,000 | 21,242,000 | |||
Falco | Partnership Interests | Class C Common Unit | |||||
Acquisitions | |||||
Equity issued as part of acquisition (in units) | 666,667 | 666,667 | |||
Value of equity issued as part of acquisition | 13,903,000 | 13,903,000 | 13,903,000 | ||
Falco | Trademarks | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | 1,421,000 | ||||
Intangible assets | |||||
Estimated useful life | 10 years | ||||
Falco | Customer relationships | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | 663,000 | ||||
Intangible assets | |||||
Estimated useful life | 2 years 6 months | ||||
Falco | Noncompete agreements | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | 634,000 | ||||
Intangible assets | |||||
Weighted average useful life | 5 years | ||||
Falco | Customer contract | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | 11,285,000 | ||||
Intangible assets | |||||
Estimated useful life | 7 years | ||||
Falco | Other | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | $61,000 |
Acquisitions_Details_5
Acquisitions (Details 5) (USD $) | 0 Months Ended | 5 Months Ended | 12 Months Ended | |
Aug. 03, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2014 | |
Allocation of total purchase price to assets acquired and liabilities assumed | ||||
Goodwill | $132,578,000 | $250,705,000 | $248,721,000 | |
JP Development | Parnon Gathering Assets | ||||
Acquisitions | ||||
Consideration - cash payment | 28,120,000 | |||
Allocation of total purchase price to assets acquired and liabilities assumed | ||||
Cash | 382,000 | |||
Accounts receivable | 30,322,000 | |||
Inventory | 7,886,000 | |||
Prepaid assets | 431,000 | |||
Total current assets | 39,021,000 | |||
Property, plant and equipment | 8,072,000 | |||
Other long-term assets | 848,000 | |||
Total assets acquired | 54,545,000 | |||
Total liabilities assumed | -34,323,000 | |||
Total identifiable net assets acquired | 20,222,000 | |||
Goodwill | 7,898,000 | |||
Net assets acquired | 28,120,000 | |||
Acquisition - pro forma information | ||||
Revenues attributable to acquiree since acquisition date | 289,560,000 | 1,870,997,000 | ||
JP Development | Parnon Gathering Assets | Trade names | ||||
Allocation of total purchase price to assets acquired and liabilities assumed | ||||
Intangible assets | 835,000 | |||
Intangible assets | ||||
Estimated useful life | 1 year | |||
JP Development | Parnon Gathering Assets | Customer relationships | ||||
Allocation of total purchase price to assets acquired and liabilities assumed | ||||
Intangible assets | $5,769,000 | |||
Intangible assets | ||||
Weighted average useful life | 5 years |
Acquisitions_Details_6
Acquisitions (Details 6) (USD $) | 0 Months Ended | 5 Months Ended | 12 Months Ended | ||
Aug. 03, 2012 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 03, 2012 | |
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Goodwill | $132,578,000 | $248,721,000 | $250,705,000 | ||
Parnon Storage, LLC | |||||
Acquisitions | |||||
Percent of interests acquired | 100.00% | 100.00% | |||
Consideration - cash payment | 91,936,000 | ||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Cash | 91,000 | 91,000 | |||
Prepaid assets | 347,000 | 347,000 | |||
Total current assets | 438,000 | 438,000 | |||
Property, plant and equipment | 52,958,000 | 52,958,000 | |||
Total assets acquired | 80,897,000 | 80,897,000 | |||
Total liabilities assumed | -2,000 | -2,000 | |||
Total identifiable net assets acquired | 80,895,000 | 80,895,000 | |||
Goodwill | 11,041,000 | 11,041,000 | |||
Net assets acquired | 91,936,000 | 91,936,000 | |||
Acquisition - pro forma information | |||||
Revenues attributable to acquiree since acquisition date | 6,224,000 | 14,086,000 | 14,524,000 | ||
Parnon Storage, LLC | Customer contract | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | 26,993,000 | 26,993,000 | |||
Intangible assets | |||||
Weighted average useful life | 7 years | ||||
Parnon Storage, LLC | Other | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | 310,000 | 310,000 | |||
Parnon Storage, LLC | Favorable lease | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | $198,000 | $198,000 | |||
Intangible assets | |||||
Life of lease | 45 years |
Acquisitions_Details_7
Acquisitions (Details 7) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||
Nov. 27, 2012 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Goodwill | $132,578,000 | $248,721,000 | $250,705,000 | $132,578,000 | |
North Little Rock terminal and Caddo Mills terminal | |||||
Acquisitions | |||||
Consideration - cash payment | 62,500,000 | ||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Other receivable | 83,000 | ||||
Property, plant and equipment | 25,488,000 | ||||
Total assets acquired | 71,295,000 | ||||
Total liabilities assumed | -83,000 | ||||
Total identifiable net assets acquired | 71,212,000 | ||||
Goodwill | 61,163,000 | ||||
Net assets acquired | 132,375,000 | ||||
Acquisition - pro forma information | |||||
Revenues attributable to acquiree since acquisition date | 2,706,000 | 23,287,000 | 24,011,000 | ||
North Little Rock terminal and Caddo Mills terminal | Partnership Interests | Class C Common Unit | |||||
Acquisitions | |||||
Equity issued as part of acquisition (in units) | 2,500,000 | 2,500,000 | |||
Value of equity issued as part of acquisition | 69,875,000 | 69,875,000 | 69,875,000 | ||
North Little Rock terminal and Caddo Mills terminal | Customer relationships | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | 45,457,000 | ||||
Intangible assets | |||||
Weighted average useful life | 15 years | ||||
North Little Rock terminal and Caddo Mills terminal | Noncompete agreements | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | 227,000 | ||||
Intangible assets | |||||
Weighted average useful life | 3 years | ||||
North Little Rock terminal and Caddo Mills terminal | Other | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | $40,000 |
Acquisitions_Details_8
Acquisitions (Details 8) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2012 | Jan. 10, 2012 | 1-May-12 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | |
item | ||||||
Allocation of total purchase price to assets acquired and liabilities assumed | ||||||
Goodwill | $132,578,000 | $132,578,000 | $248,721,000 | $250,705,000 | ||
Other 2012 Acquisitions | ||||||
Acquisitions | ||||||
Total purchase price | 23,823,000 | |||||
Consideration - cash payment | 23,225,000 | |||||
Consideration - note payable | 598,000 | |||||
Number of acquisitions | 3 | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | ||||||
Cash | 202,000 | 202,000 | ||||
Accounts receivable | 3,080,000 | 3,080,000 | ||||
Inventory | 1,346,000 | 1,346,000 | ||||
Prepaid assets | 894,000 | 894,000 | ||||
Total current assets | 5,522,000 | 5,522,000 | ||||
Property, plant and equipment | 16,107,000 | 16,107,000 | ||||
Total assets acquired | 23,703,000 | 23,703,000 | ||||
Total liabilities assumed | -2,605,000 | -2,605,000 | ||||
Total identifiable net assets acquired | 21,098,000 | 21,098,000 | ||||
Goodwill | 2,725,000 | 2,725,000 | ||||
Net assets acquired | 23,823,000 | 23,823,000 | ||||
Other 2012 Acquisitions | Customer relationships | ||||||
Allocation of total purchase price to assets acquired and liabilities assumed | ||||||
Intangible assets | 1,512,000 | 1,512,000 | ||||
Intangible assets | ||||||
Weighted average useful life | 13 years | |||||
Other 2012 Acquisitions | Noncompete agreements | ||||||
Allocation of total purchase price to assets acquired and liabilities assumed | ||||||
Intangible assets | 151,000 | 151,000 | ||||
Other 2012 Acquisitions | Other | ||||||
Allocation of total purchase price to assets acquired and liabilities assumed | ||||||
Intangible assets | 411,000 | 411,000 | ||||
MK Gas Ltd. (d/b/a Bill Smith Butane) | ||||||
Acquisitions | ||||||
Total purchase price | 1,833,000 | |||||
Reynolds | ||||||
Acquisitions | ||||||
Total purchase price | 4,515,000 | |||||
Tri-State Propane, Inc. | ||||||
Acquisitions | ||||||
Total purchase price | 2,818,000 | |||||
SemStream Arizona Propane, L.L.C. | ||||||
Acquisitions | ||||||
Total purchase price | $14,657,000 |
Acquisitions_Details_9
Acquisitions (Details 9) (USD $) | 3 Months Ended | 12 Months Ended | 7 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 02, 2012 | |
Revenues | $399,229,000 | $428,590,000 | $447,147,000 | $418,668,000 | $549,870,000 | $564,558,000 | $511,012,000 | $476,793,000 | $1,693,634,000 | $2,102,233,000 | $427,581,000 | |
Pro forma consolidated revenue | 2,105,201,000 | 504,222,000 | ||||||||||
Pro forma consolidated net loss | -17,344,000 | -565,000 | ||||||||||
Pro Forma | Parnon Gathering Assets | JP Development | ||||||||||||
Revenues | 218,668,000 | |||||||||||
Direct operating expenses | $217,218,000 |
Inventory_Details
Inventory (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Inventory | ||
Total inventory | $20,826,000 | $38,579,000 |
Lower of cost or market ("LCM") adjustment | 222,000 | |
Crude oil | ||
Inventory | ||
Total inventory | 15,311,000 | 31,099,000 |
Lower of cost or market ("LCM") adjustment | 222,000 | |
NGLs | ||
Inventory | ||
Total inventory | 3,342,000 | 5,274,000 |
Diesel | ||
Inventory | ||
Total inventory | 266,000 | 438,000 |
Materials, supplies and equipment | ||
Inventory | ||
Total inventory | $1,907,000 | $1,768,000 |
Property_Plant_and_Equipment_n2
Property, Plant and Equipment, net (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Total property, plant and equipment | $314,324,000 | $269,610,000 | |
Less: accumulated depreciation | -52,176,000 | -31,517,000 | |
Property, Plant and Equipment, Net, Total | 262,148,000 | 238,093,000 | |
Depreciation expenses | 24,618,000 | 19,984,000 | 8,529,000 |
Land [Member] | |||
Total property, plant and equipment | 6,942,000 | 7,922,000 | |
Building and Building Improvements [Member] | |||
Total property, plant and equipment | 12,272,000 | 11,354,000 | |
Transportation Equipment | |||
Total property, plant and equipment | 47,164,000 | 54,448,000 | |
Storage And Propane Tanks Member | |||
Total property, plant and equipment | 141,005,000 | 132,309,000 | |
Pipeline and linefill | |||
Total property, plant and equipment | 62,125,000 | 22,421,000 | |
Office furniture and fixtures | |||
Total property, plant and equipment | 8,688,000 | 6,035,000 | |
Other equipment | |||
Total property, plant and equipment | 29,376,000 | 24,222,000 | |
Construction in Progress [Member] | |||
Total property, plant and equipment | 6,752,000 | 10,899,000 | |
Bakken Business | |||
Depreciation expenses | $581,000 | $1,143,000 | $267,000 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Intangible assets | |||
Gross carrying amount | $183,913,000 | $195,960,000 | |
Accumulated amortization | -35,602,000 | -20,859,000 | |
Net carrying amount | 148,311,000 | 175,101,000 | |
Amortization expense | 17,870,000 | 13,361,000 | 5,327,000 |
Bakken Business | |||
Intangible assets | |||
Amortization expense | 853,000 | 1,707,000 | 1,003,000 |
Customer relationships | |||
Intangible assets | |||
Gross carrying amount | 82,235,000 | 82,898,000 | |
Accumulated amortization | -17,063,000 | -9,907,000 | |
Net carrying amount | 65,172,000 | 72,991,000 | |
Noncompete agreements | |||
Intangible assets | |||
Gross carrying amount | 3,728,000 | 3,728,000 | |
Accumulated amortization | -2,283,000 | -1,392,000 | |
Net carrying amount | 1,445,000 | 2,336,000 | |
Trade names | |||
Intangible assets | |||
Gross carrying amount | 2,147,000 | 2,146,000 | |
Accumulated amortization | -583,000 | -283,000 | |
Net carrying amount | 1,564,000 | 1,863,000 | |
Customer contract | |||
Intangible assets | |||
Gross carrying amount | 95,594,000 | 106,879,000 | |
Accumulated amortization | -15,662,000 | -9,205,000 | |
Net carrying amount | 79,932,000 | 97,674,000 | |
Customer contract | Bakken Business | |||
Intangible assets | |||
Intangible assets, written off | 8,060,000 | ||
Favorable lease | |||
Intangible assets | |||
Gross carrying amount | 309,000 | ||
Accumulated amortization | -72,000 | ||
Net carrying amount | 237,000 | ||
Other | |||
Intangible assets | |||
Gross carrying amount | 209,000 | ||
Accumulated amortization | -11,000 | ||
Net carrying amount | $198,000 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Estimated future amortization expense for amortizable intangible assets | ||
2015 | $17,240 | |
2016 | 16,849 | |
2017 | 15,997 | |
2018 | 15,054 | |
2019 | 13,069 | |
Thereafter | 70,102 | |
Net carrying amount | $148,311 | $175,101 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill activity | |||
Balance at beginning | $250,705,000 | $132,578,000 | |
Goodwill acquired during the year | 118,127,000 | ||
Disposals | -1,984,000 | ||
Balance at end | 248,721,000 | 250,705,000 | |
Crude oil pipelines and storage | |||
Goodwill activity | |||
Balance at beginning | 11,041,000 | ||
Goodwill acquired during the year | 97,121,000 | ||
Balance at end | 108,162,000 | 108,162,000 | |
Crude oil supply and logistics | |||
Goodwill activity | |||
Balance at beginning | 50,045,000 | 38,134,000 | |
Goodwill acquired during the year | 11,911,000 | ||
Disposals | -1,984,000 | ||
Balance at end | 48,061,000 | 50,045,000 | |
Refined products terminals and storage | |||
Goodwill activity | |||
Balance at beginning | 61,163,000 | ||
Balance at end | 61,163,000 | 61,163,000 | 61,163,000 |
NGL distribution and sales | |||
Goodwill activity | |||
Balance at beginning | 22,240,000 | ||
Goodwill acquired during the year | 9,095,000 | ||
Balance at end | $31,335,000 | $31,335,000 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities | ||
Taxes payable | $1,915 | $3,406 |
Accrued payroll and employee benefits | 8,148 | 8,138 |
Accrued professional fees | 462 | 3,093 |
Royalties payable | 4,281 | 3,910 |
Short-term derivative liabilities | 10,157 | 200 |
Other | 4,008 | 4,001 |
Accrued Liabilities, Current | $28,971 | $22,748 |
Capital_Leases_and_Other_Short2
Capital Leases and Other Short-Term Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets under capital lease agreements | ||
Capital Leased Assets, Gross | $577 | $652 |
Less: Accumulated depreciation | -254 | -369 |
Assets under capital lease, net | 323 | 283 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity | ||
2015 | 208 | |
2016 | 155 | |
2017 | 112 | |
2018 | 40 | |
2019 | 31 | |
Thereafter | 33 | |
Capital Leases, Future Minimum Payments Due, Total | 579 | |
Less: amounts representing interest | -207 | |
Total obligations under capital leases | 372 | |
Less: current portion | -138 | |
Long-term capital lease obligation | 234 | |
Building and Building Improvements [Member] | ||
Assets under capital lease agreements | ||
Capital Leased Assets, Gross | 138 | 138 |
Transportation Equipment | ||
Assets under capital lease agreements | ||
Capital Leased Assets, Gross | 261 | 406 |
Office Furniture and Equipment | ||
Assets under capital lease agreements | ||
Capital Leased Assets, Gross | 129 | 108 |
Other equipment | ||
Assets under capital lease agreements | ||
Capital Leased Assets, Gross | $49 |
Capital_Leases_and_Other_Short3
Capital Leases and Other Short-Term Debt (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Bank Overdrafts [Member] | ||
Short-term Debt [Abstract] | ||
Bank overdrafts outstanding | $91,000 | $386,000 |
Secured by Insurance Premium | ||
Short-term Debt [Abstract] | ||
Outstanding short term debt | $49,000 | |
Interest rate (as a percent) | 3.20% |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 11, 2014 |
Long-Term Debt | |||
Total long-term debt | $84,508,000 | $184,846,000 | |
Less: Current maturities | -383,000 | -698,000 | |
Total long-term debt, net of current maturities | 84,125,000 | 184,148,000 | |
Revolving loans | Wells Fargo Bank, N.A. | |||
Long-Term Debt | |||
Total long-term debt | 177,557,000 | ||
Revolving loans | Bank of America, N.A | |||
Long-Term Debt | |||
Total long-term debt | 83,000,000 | ||
Loans | F&M bank | |||
Long-Term Debt | |||
Total long-term debt | 4,135,000 | 4,135,000 | |
Notes payable | JP Development | |||
Long-Term Debt | |||
Total long-term debt | 1,000,000 | ||
Notes payable | HBH | |||
Long-Term Debt | |||
Total long-term debt | 1,277,000 | 1,470,000 | |
Notes payable | Reynolds | |||
Long-Term Debt | |||
Total long-term debt | 344,000 | ||
Noncompete notes payable | |||
Long-Term Debt | |||
Total long-term debt | $231,000 | $340,000 |
LongTerm_Debt_Details_2
Long-Term Debt (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2012 | |
Long-Term Debt | ||
Deferred financing costs written off | ($1,634,000) | ($497,000) |
Credit Agreement | Wells Fargo Bank, N.A. | ||
Long-Term Debt | ||
Deferred financing costs written off | 1,634,000 | |
Working capital revolving credit facility | Wells Fargo Bank, N.A. | ||
Long-Term Debt | ||
Maximum borrowing capacity | 20,000,000 | |
Acquisition revolving credit facility | Wells Fargo Bank, N.A. | ||
Long-Term Debt | ||
Maximum borrowing capacity | $180,000,000 |
LongTerm_Debt_Details_3
Long-Term Debt (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 12, 2014 | |
Long-Term Debt | |||
Total long-term debt | $84,508,000 | $184,846,000 | |
Credit Agreement | Bank of America, N.A | |||
Long-Term Debt | |||
Unused balance | 145,704,000 | ||
Available borrowings | 46,296,000 | ||
Commitment fee on the unused commitments (as a percent) | 0.50% | ||
Credit Agreement | Bank of America, N.A | Prior to the closing of the IPO | |||
Long-Term Debt | |||
Consolidated total leverage ratio prior to the issuance of certain unsecured notes for certain measurement periods following consummation of certain acquisitions | 4.75 | ||
Credit Agreement | Bank of America, N.A | After the closing of the IPO | |||
Long-Term Debt | |||
Consolidated total leverage ratio prior to the issuance of certain unsecured notes for certain measurement periods following consummation of certain acquisitions | 5 | ||
Consolidated total leverage ratio after the issuance of certain unsecured notes for certain measurement periods following consummation of certain acquisitions | 5.5 | ||
Credit Agreement | Bank of America, N.A | Minimum | Prior to the closing of the IPO | |||
Long-Term Debt | |||
Consolidated interest coverage ratio | 2.5 | ||
Credit Agreement | Bank of America, N.A | Minimum | After the closing of the IPO | |||
Long-Term Debt | |||
Consolidated interest coverage ratio | 2.5 | ||
Credit Agreement | Bank of America, N.A | Maximum | Prior to the closing of the IPO | |||
Long-Term Debt | |||
Consolidated total leverage ratio prior to the issuance of certain unsecured notes | 4.5 | ||
Consolidated total leverage ratio after the issuance of certain unsecured notes | 4.75 | ||
Consolidated senior secured leverage ratio after the issuance of certain unsecured notes | 3 | ||
Credit Agreement | Bank of America, N.A | Maximum | After the closing of the IPO | |||
Long-Term Debt | |||
Consolidated total leverage ratio prior to the issuance of certain unsecured notes | 4.5 | ||
Consolidated total leverage ratio after the issuance of certain unsecured notes | 5 | ||
Consolidated senior secured leverage ratio after the issuance of certain unsecured notes | 3.5 | ||
Credit Agreement | Bank of America, N.A | Federal funds effective rate | |||
Long-Term Debt | |||
Interest rate basis | federal funds effective rate | ||
Interest rate spread (as a percent) | 0.50% | ||
Credit Agreement | Bank of America, N.A | LIBOR | |||
Long-Term Debt | |||
Interest rate basis | LIBOR | ||
Interest rate spread (as a percent) | 1.00% | ||
Initial applicable margin (as a percent) | 3.00% | ||
Credit Agreement | Bank of America, N.A | Prime rate | |||
Long-Term Debt | |||
Initial applicable margin (as a percent) | 2.00% | ||
Revolving loans | Bank of America, N.A | |||
Long-Term Debt | |||
Total long-term debt | 83,000,000 | ||
Revolving loans | Credit Agreement | Bank of America, N.A | |||
Long-Term Debt | |||
Maximum borrowing capacity | 275,000,000 | 275,000,000 | |
Amount that maximum borrowing capacity can increase to | 425,000,000 | ||
Letters of credit | Credit Agreement | Bank of America, N.A | Maximum | |||
Long-Term Debt | |||
Maximum borrowing capacity | 100,000,000 | ||
Noncompete notes payable | |||
Long-Term Debt | |||
Total long-term debt | $231,000 | $340,000 |
LongTerm_Debt_Details_4
Long-Term Debt (Details 4) (USD $) | 12 Months Ended | 0 Months Ended | |||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 1-May-14 | 1-May-13 | 1-May-12 | Nov. 05, 2013 | Feb. 11, 2014 | Nov. 15, 2011 | |
item | |||||||||
Long-Term Debt | |||||||||
Outstanding balance | 84,508,000 | $184,846,000 | |||||||
JP Development | |||||||||
Long-Term Debt | |||||||||
Face amount | 1,000,000 | ||||||||
Interest rate (as a percent) | 4.75% | ||||||||
Loans | F&M bank | |||||||||
Long-Term Debt | |||||||||
Maximum borrowing capacity | 9,000,000 | ||||||||
Outstanding balance | 4,135,000 | 4,135,000 | |||||||
Loans | F&M bank | Prime rate | |||||||||
Long-Term Debt | |||||||||
Interest rate basis | Prime Rate | ||||||||
Interest rate spread (as a percent) | 0.50% | ||||||||
Interest rate floor (as a percent) | 5.00% | ||||||||
Notes payable | JP Development | |||||||||
Long-Term Debt | |||||||||
Outstanding balance | 1,000,000 | ||||||||
Face amount | 1,000,000 | ||||||||
Interest rate (as a percent) | 4.75% | ||||||||
Notes payable | HBH | |||||||||
Long-Term Debt | |||||||||
Outstanding balance | 1,277,000 | 1,470,000 | |||||||
Face amount | 2,012,500 | ||||||||
Interest rate (as a percent) | 5.00% | 5.00% | |||||||
Accretion expense | 66,000 | 69,000 | 82,000 | ||||||
Notes payable | HBH | Minimum | |||||||||
Long-Term Debt | |||||||||
Periodic payment amount | 2,012,500 | ||||||||
Notes payable | Reynolds | |||||||||
Long-Term Debt | |||||||||
Outstanding balance | 344,000 | ||||||||
Face amount | 645,000 | ||||||||
Periodic payment amount | 350,000 | 295,000 | |||||||
Accretion expense | 6,000 | 21,000 | 20,000 | ||||||
Number of installment payments | 2 | ||||||||
Effective borrowing rate (as a percent) | 4.50% | ||||||||
Notes payable | HPX | |||||||||
Long-Term Debt | |||||||||
Effective borrowing rate (as a percent) | 3.50% | 3.50% | |||||||
Term of debt instrument | 5 years | 5 years | |||||||
Fair value of debt | 231,000 | 340,000 | |||||||
Noncompete notes payable | |||||||||
Long-Term Debt | |||||||||
Outstanding balance | 231,000 | $340,000 |
LongTerm_Debt_Details_5
Long-Term Debt (Details 5) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Scheduled principal repayments of long-term debt | ||
2015 | $383 | |
2016 | 386 | |
2017 | 739 | |
2019 | 83,000 | |
Outstanding balance | $84,508 | $184,846 |
Derivative_Instruments_Details
Derivative Instruments (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
gal | gal | gal | |
Long-term fixed price forward sale contracts | |||
Derivative Instruments | |||
Notional amount (in gallons) | 1,954,800 | ||
Commodity swap contracts | |||
Derivative Instruments | |||
Notional amount (in gallons) | 27,958,302 | 1,728,778 | 6,513,764 |
Interest rate swap contracts | Swap Term July 2015 Member | |||
Derivative Instruments | |||
Notional amount | 32,000,000 | 32,000,000 | 32,000,000 |
Fixed rate | 0.54% | 0.50% | 0.50% |
Interest rate swap contracts | Swap Term July 2015 Member | LIBOR | |||
Derivative Instruments | |||
Period of reference rate for variable rate receivable | 1 month | 1 month | 1 month |
Interest rate swap contracts | Swap Term September 2015 Member | |||
Derivative Instruments | |||
Notional amount | 43,000,000 | 43,000,000 | 43,000,000 |
Fixed rate | 0.51% | 0.47% | 0.47% |
Interest rate swap contracts | Swap Term September 2015 Member | LIBOR | |||
Derivative Instruments | |||
Period of reference rate for variable rate receivable | 1 month | 1 month | 1 month |
Derivatives designated as hedging contracts | |||
Derivative Instruments | |||
Number of derivative contracts | 0 | ||
Derivatives not designated as hedging contracts | Commodity swap contracts | Prepaid expenses and other current assets | |||
Derivative Instruments | |||
Asset Derivatives | 498,000 | ||
Derivatives not designated as hedging contracts | Commodity swap contracts | Accrued liabilities | |||
Derivative Instruments | |||
Liability Derivatives | -8,941,000 | ||
Derivatives not designated as hedging contracts | Commodity swap contracts | Other long-term liabilities | |||
Derivative Instruments | |||
Liability Derivatives | -3,251,000 | ||
Derivatives not designated as hedging contracts | Interest rate swap contracts | Accrued liabilities | |||
Derivative Instruments | |||
Liability Derivatives | -158,000 | -200,000 | |
Derivatives not designated as hedging contracts | Interest rate swap contracts | Other long-term liabilities | |||
Derivative Instruments | |||
Liability Derivatives | -4,000 |
Derivative_Instruments_Details1
Derivative Instruments (Details 2) (Derivatives not designated as hedging contracts, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Commodity swap contracts | Cost of sales | |||
Derivative Instruments | |||
Amount of Gain/(Loss) Recognized in Income on Derivatives | ($13,762) | $902 | $640 |
Interest rate swap contracts | Interest expense | |||
Derivative Instruments | |||
Amount of Gain/(Loss) Recognized in Income on Derivatives | ($227) | ($168) | ($257) |
Partners_Capital_Details
Partners' Capital (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
Oct. 07, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 07, 2014 | Aug. 01, 2013 | Mar. 28, 2014 | Feb. 12, 2014 | Jul. 20, 2012 | Nov. 27, 2012 | Aug. 13, 2013 | Jul. 18, 2013 | |
Partners' Capital | ||||||||||||
Total proceeds from sale of units | $257,100,000 | |||||||||||
Proceeds from issuance of preferred units | 40,000,000 | |||||||||||
Amount of redemption of preferred units | -42,436,000 | |||||||||||
Proceeds from issuance of common units | 262,638,000 | 3,128,000 | 150,100,000 | |||||||||
Series D Preferred Unit | ||||||||||||
Partners' Capital | ||||||||||||
Units issued as in-kind distributions (in units) | 110,727 | |||||||||||
Amount of redemption of preferred units | 42,436,000 | 42,436,000 | ||||||||||
Lonestar | Series A Preferred Units | ||||||||||||
Partners' Capital | ||||||||||||
Conversion of units (in units) | -524,746 | |||||||||||
Lonestar | Series B Preferred Units | ||||||||||||
Partners' Capital | ||||||||||||
Conversion of units (in units) | -552,348 | |||||||||||
Lonestar | Series C Preferred Units | ||||||||||||
Partners' Capital | ||||||||||||
Conversion of units (in units) | -59,270 | |||||||||||
Lonestar | Series A, Series B and Series C Preferred units | ||||||||||||
Partners' Capital | ||||||||||||
Preferred units conversion ratio | 1 | |||||||||||
Lonestar | Series D Preferred Unit | ||||||||||||
Partners' Capital | ||||||||||||
Units issued in private placements (in units) | 1,818,182 | |||||||||||
Issuance price (in dollars per unit) | $22 | |||||||||||
Proceeds from issuance of preferred units | 40,000,000 | |||||||||||
Common | IPO | ||||||||||||
Partners' Capital | ||||||||||||
Number of common units issued to the public | 13,750,000 | 13,750,000 | ||||||||||
Total proceeds from sale of units | 257,100,000 | |||||||||||
Percentage of ownership interest in partnership | 37.70% | 37.70% | ||||||||||
Class A Common Unit | Lonestar | ||||||||||||
Partners' Capital | ||||||||||||
Units issued in private placements (in units) | 6,818,183 | 363,636 | ||||||||||
Proceeds from issuance of common units | 150,063,000 | 8,000,000 | ||||||||||
Class C Common Unit | Falco | Partnership Interests | ||||||||||||
Partners' Capital | ||||||||||||
Equity issued as part of acquisition (in units) | 666,667 | 666,667 | ||||||||||
Value of equity issued as part of acquisition | 13,903,000 | 13,903,000 | ||||||||||
Class C Common Unit | North Little Rock terminal and Caddo Mills terminal | Partnership Interests | ||||||||||||
Partners' Capital | ||||||||||||
Equity issued as part of acquisition (in units) | 2,500,000 | 2,500,000 | ||||||||||
Value of equity issued as part of acquisition | 69,875,000 | 69,875,000 | ||||||||||
Class C Common Unit | JP Development | ||||||||||||
Partners' Capital | ||||||||||||
Units issued in private placements (in units) | 88,114 | 42,254 | 45,860 | |||||||||
Proceeds from issuance of common units | 3,128,000 | 1,500,000 | 1,628,000 | |||||||||
Class C Common Unit | JP Development | Partnership Interests | ||||||||||||
Partners' Capital | ||||||||||||
Value of equity issued as part of acquisition | $1,628,000 | |||||||||||
Existing Common Units | Prior to the closing of the IPO | ||||||||||||
Partners' Capital | ||||||||||||
Percentage of ownership interest in partnership | 19.70% | 80.30% | ||||||||||
Unit split ratio | 0.89 | 0.89 | ||||||||||
Number of common units resulting from unit split | 22,677,004 | |||||||||||
Conversion of units (in units) | -18,213,502 | |||||||||||
Existing Common Units | After the closing of the IPO | ||||||||||||
Partners' Capital | ||||||||||||
Conversion of units (in units) | -4,463,502 | |||||||||||
Common units conversion ratio | 1 | |||||||||||
Subordinated | Prior to the closing of the IPO | ||||||||||||
Partners' Capital | ||||||||||||
Percentage of ownership interest in partnership | 80.30% | 19.70% | ||||||||||
Conversion of units (in units) | 18,213,502 | |||||||||||
Subordinated | After the closing of the IPO | ||||||||||||
Partners' Capital | ||||||||||||
Percentage of ownership interest in partnership | 50.00% |
Partners_Capital_Details_2
Partners' Capital (Details 2) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | |||||||
Oct. 07, 2014 | Aug. 31, 2013 | Jul. 31, 2013 | Feb. 28, 2013 | Nov. 30, 2012 | Aug. 31, 2012 | 31-May-12 | Feb. 29, 2012 | Dec. 31, 2014 | Feb. 13, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Partners' Capital | ||||||||||||
General partner, units outstanding | 45 | 45 | 45 | |||||||||
Number of general partner units recharacterized as non-economic general partner interest | 45 | |||||||||||
Incentive distribution rights, first tier (as a percent) | 15.00% | |||||||||||
Incentive distribution rights, second tier (as a percent) | 25.00% | |||||||||||
Incentive distribution rights, third tier (as a percent) | 50.00% | |||||||||||
First target distribution (in dollars per unit) | $0.37 | |||||||||||
Second target distribution (in dollars per unit) | $0.41 | |||||||||||
Third target distribution (in dollars per unit) | $0.49 | |||||||||||
Cash Distribution (in dollars per unit) | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | |||||
Distributions to unitholders | ||||||||||||
Partners' Capital | ||||||||||||
Distribution of available cash, after minimum and arrearages (as a percent) | 100.00% | |||||||||||
Distribution of available cash, second target distribution (as a percent) | 85.00% | |||||||||||
Distribution of available cash, third target distribution (as a percent) | 75.00% | |||||||||||
Distribution of available cash, after third target distribution (as a percent) | 50.00% | |||||||||||
Distributions to unitholders | Prior to the closing of the IPO | ||||||||||||
Partners' Capital | ||||||||||||
Period for distribution of available cash | 60 days | |||||||||||
Distributions to unitholders | After the closing of the IPO | ||||||||||||
Partners' Capital | ||||||||||||
Period for distribution of available cash | 45 days | |||||||||||
Minimum quarterly distribution | ||||||||||||
Partners' Capital | ||||||||||||
Cash Distribution (in dollars per unit) | $0.30 | $0.33 | ||||||||||
Incentive distributions | ||||||||||||
Partners' Capital | ||||||||||||
Distribution of available cash, second target distribution (as a percent) | 15.00% | |||||||||||
Distribution of available cash, third target distribution (as a percent) | 25.00% | |||||||||||
Distribution of available cash, after third target distribution (as a percent) | 50.00% | |||||||||||
Subordinated | ||||||||||||
Partners' Capital | ||||||||||||
Conversion ratio of subordinated units to common units | 1 | |||||||||||
Distributions for any quarter during the subordination period | Subordinated | Minimum quarterly distribution | ||||||||||||
Partners' Capital | ||||||||||||
Distributions of available cash (in dollars per unit) | $0.33 |
Partners_Capital_Details_3
Partners' Capital (Details 3) (Class B and Class C common units) | 0 Months Ended | ||||
Dec. 31, 2013 | Apr. 19, 2013 | Nov. 27, 2012 | Jul. 20, 2012 | Feb. 29, 2012 | |
Minimum | |||||
Partners' Capital | |||||
WACC (as a percent) | 10.71% | 9.41% | 8.95% | 10.96% | 13.61% |
Market multiple (as a percent) | 12.05 | 10.5 | 10.5 | 8.75 | 9.25 |
Maximum | |||||
Partners' Capital | |||||
WACC (as a percent) | 11.21% | 9.91% | 9.45% | 11.46% | 14.11% |
Market multiple (as a percent) | 12.55 | 11 | 11 | 9.25 | 9.75 |
UnitBased_Compensation_Details
Unit-Based Compensation (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Oct. 07, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Prior to the closing of the IPO | Existing Common Units | ||||
Unit-Based Compensation | ||||
Unit split ratio | 0.89 | 0.89 | ||
Percentage of ownership interest in partnership | 19.70% | 80.30% | ||
Prior to the closing of the IPO | Subordinated | ||||
Unit-Based Compensation | ||||
Percentage of ownership interest in partnership | 80.30% | 19.70% | ||
Restricted Common Units of JPE | Class B Common Unit | ||||
Unit-Based Compensation | ||||
Estimated forfeiture rate (as a percent) | 15.00% | 15.00% | ||
Equity based compensation expense (in dollars) | 1,789,000 | $948,000 | $2,010,000 | |
Units | ||||
Outstanding at the beginning of the period (in units) | 177,867 | 143,000 | ||
Outstanding at the end of the period (in units) | 177,867 | 143,000 | ||
Weighted Average Grant Date Fair Value | ||||
Outstanding at the beginning of the period (in dollars per unit) | 25.58 | $20.32 | ||
Outstanding at the end of the period (in dollars per unit) | $25.58 | $20.32 | ||
Additional information | ||||
Ratio of distributions to per unit distributions paid to common units | 1 | |||
Compensation expense expected to be recognized (in dollars) | 2,260,000 | |||
Weighted average period for expected recognition of compensation expense | 1 year 7 months 17 days | |||
Restricted Common Units of JPE | Class B Common Unit | Service condition | ||||
Units | ||||
Granted (in units) | 68,500 | 82,500 | ||
Vested (in units) | -23,633 | -14,500 | ||
Forfeited (in units) | -10,000 | |||
Weighted Average Grant Date Fair Value | ||||
Granted (in dollars per unit) | $34.91 | $20.99 | ||
Vested (in dollars per unit) | $23.37 | $19.91 | ||
Forfeited (in dollars per unit) | $19.51 | |||
Restricted Common Units of JPE | Class B Common Unit | Service condition | Minimum | ||||
Unit-Based Compensation | ||||
Vesting period | 3 years | |||
Restricted Common Units of JPE | Class B Common Unit | Service condition | Maximum | ||||
Unit-Based Compensation | ||||
Vesting period | 5 years | |||
Restricted Common Units of JPE | Class B Common Unit | Performance condition | ||||
Unit-Based Compensation | ||||
Maximum amount to be issued pursuant to employment agreements (in units) | 100,000 | |||
Units | ||||
Granted (in units) | 75,000 | |||
Weighted Average Grant Date Fair Value | ||||
Granted (in dollars per unit) | $19.51 | |||
Restricted Common Units of JPE | Existing Common Units | ||||
Units | ||||
Outstanding at the end of the period (in units) | 31,012 | |||
Weighted Average Grant Date Fair Value | ||||
Outstanding at the end of the period (in dollars per unit) | 24.36 | |||
Restricted Common Units of JPE | Existing Common Units | Service condition | ||||
Units | ||||
Vested (in units) | -876 | |||
Forfeited (in units) | -2,715 | |||
Weighted Average Grant Date Fair Value | ||||
Vested (in dollars per unit) | 36.75 | |||
Forfeited (in dollars per unit) | 39.22 | |||
Restricted Common Units of JPE | Subordinated | ||||
Units | ||||
Outstanding at the end of the period (in units) | 126,553 | |||
Weighted Average Grant Date Fair Value | ||||
Outstanding at the end of the period (in dollars per unit) | 24.36 | |||
Restricted Common Units of JPE | Subordinated | Service condition | ||||
Units | ||||
Vested (in units) | -3,576 | |||
Forfeited (in units) | -11,082 | |||
Weighted Average Grant Date Fair Value | ||||
Vested (in dollars per unit) | 36.75 | |||
Forfeited (in dollars per unit) | 39.22 | |||
Restricted Common Units of JPE | IPO | Class B Common Unit | ||||
Units | ||||
Conversion upon IPO | 197,502 | |||
Weighted Average Grant Date Fair Value | ||||
Conversion upon IPO | 23 | |||
Restricted Common Units of JPE | IPO | Existing Common Units | ||||
Units | ||||
Conversion upon IPO | 34,603 | |||
Weighted Average Grant Date Fair Value | ||||
Conversion upon IPO | 25.84 | |||
Restricted Common Units of JPE | IPO | Subordinated | ||||
Units | ||||
Conversion upon IPO | 141,211 | |||
Weighted Average Grant Date Fair Value | ||||
Conversion upon IPO | 25.84 | |||
Restricted Common Units of JPE | Prior to the closing of the IPO | Class B Common Unit | ||||
Units | ||||
Outstanding at the end of the period (in units) | 177,867 | |||
Weighted Average Grant Date Fair Value | ||||
Outstanding at the end of the period (in dollars per unit) | $25.58 | |||
Restricted Common Units of JPE | Prior to the closing of the IPO | Class B Common Unit | Service condition | ||||
Units | ||||
Granted (in units) | 90,000 | |||
Vested (in units) | -63,698 | |||
Forfeited (in units) | -6,667 | |||
Weighted Average Grant Date Fair Value | ||||
Granted (in dollars per unit) | 19.64 | |||
Vested (in dollars per unit) | 24.21 | |||
Forfeited (in dollars per unit) | 34.91 |
UnitBased_Compensation_Details1
Unit-Based Compensation (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Unit-Based Compensation | |||
Unit-based compensation | $1,789,000 | $948,000 | $2,485,000 |
General and administrative expenses | |||
Unit-Based Compensation | |||
Unit-based compensation | $412,000 | ||
Restricted Common Units of CB Capital and Predecessor GP | Maximum | |||
Unit-Based Compensation | |||
Vesting period | 5 years | ||
Restricted Common Units of CB Capital and Predecessor GP | CB Capital | |||
Units | |||
Outstanding at the beginning of the period (in units) | 18 | 197 | |
Granted (in units) | 2,687 | 1,302 | |
Vested (in units) | -2,304 | -76 | -1,105 |
Forfeited (in units) | -33 | -103 | |
Outstanding at the end of the period (in units) | 368 | 18 | 197 |
Restricted Common Units of CB Capital and Predecessor GP | Predecessor GP | |||
Units | |||
Outstanding at the beginning of the period (in units) | 29 | 242 | |
Granted (in units) | 2,561 | 1,360 | |
Vested (in units) | -2,192 | -109 | -1,118 |
Forfeited (in units) | -33 | -104 | |
Outstanding at the end of the period (in units) | 365 | 29 | 242 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | |
bbl | ||||
Commitments and Contingencies | ||||
Operating expense recorded in statement of operations | $67,514,000 | $61,925,000 | $28,640,000 | |
Operating leases | ||||
Rental expenses | 8,243,000 | 6,600,000 | 2,545,000 | |
Operating Leases, Future Minimum Payments Due | ||||
2015 | 7,606,000 | 7,606,000 | ||
2016 | 7,131,000 | 7,131,000 | ||
2017 | 4,231,000 | 4,231,000 | ||
2018 | 2,963,000 | 2,963,000 | ||
2019 | 1,657,000 | 1,657,000 | ||
Thereafter | 5,060,000 | 5,060,000 | ||
Total operating lease future payments | 28,648,000 | 28,648,000 | ||
Refined products terminals and storage | North Little Rock, Arkansas | ||||
Commitments and Contingencies | ||||
Estimated volume of products to be returned to customers | 24,000 | |||
Volume of products returned to customers | 20,900 | |||
Value of products returned to customers | 2,092,000 | |||
Remaining volume of products to be returned to customers | 3,100 | 3,100 | ||
Remaining value of products to be returned to customers | 167,000 | 167,000 | ||
Operating expense recorded in statement of operations | 2,259,000 | |||
Parnon Storage, LLC | ||||
Operating leases | ||||
Land lease monthly payment | $10,000 | |||
Land lease remaining lease period | 43 years |
Reportable_Segments_Details
Reportable Segments (Details) | 12 Months Ended |
Dec. 31, 2014 | |
item | |
Reportable Segments | |
Number of reportable segment | 4 |
Crude oil pipelines and storage | Permian Basin | |
Reportable Segments | |
Length of high-pressure steel pipeline | 94 |
Throughput capacity per day | 130,000 |
Storage capacity | 40,000 |
Crude oil pipelines and storage | Cushing, Oklahoma | |
Reportable Segments | |
Storage capacity | 3,000,000 |
Refined products terminals and storage | |
Reportable Segments | |
Storage capacity | 1,300,000 |
Number of refined product terminals | 2 |
Refined products terminals and storage | North Little Rock, Arkansas | |
Reportable Segments | |
Storage capacity | 550,000 |
Number of storage tanks | 11 |
Number of loading lanes | 8 |
Refined products terminals and storage | Caddo Mills, Texas | |
Reportable Segments | |
Storage capacity | 770,000 |
Number of storage tanks | 10 |
Number of loading lanes | 5 |
NGL distribution and sales | |
Reportable Segments | |
Number of businesses | 3 |
Number of states covered by cylinder exchange network | 48 |
Number of locations covering cylinder exchange network | 18,800 |
Number of states in which product is sold to retailers, wholesalers, industrial end-users and commercial and residential customers. | 7 |
Reportable_Segments_Details_2
Reportable Segments (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Reportable Segments | |||||||||||
Revenues | $399,229,000 | $428,590,000 | $447,147,000 | $418,668,000 | $549,870,000 | $564,558,000 | $511,012,000 | $476,793,000 | $1,693,634,000 | $2,102,233,000 | $427,581,000 |
Cost of sales, excluding depreciation and amortization | 1,567,110,000 | 1,964,631,000 | 368,791,000 | ||||||||
Operating expense | 67,514,000 | 61,925,000 | 28,640,000 | ||||||||
Depreciation and amortization | 42,488,000 | 33,345,000 | 13,856,000 | ||||||||
Adjusted EBITDA | 55,592,000 | 59,657,000 | 19,979,000 | ||||||||
Capital expenditures | 56,878,000 | 26,828,000 | 21,032,000 | ||||||||
Crude oil pipelines and storage | |||||||||||
Reportable Segments | |||||||||||
Revenues | 78,222,000 | 25,401,000 | 6,224,000 | ||||||||
Depreciation and amortization | 12,763,000 | 6,846,000 | 2,217,000 | ||||||||
Adjusted EBITDA | 20,159,000 | 13,353,000 | 4,836,000 | ||||||||
Capital expenditures | 33,237,000 | 1,251,000 | |||||||||
Crude oil supply and logistics | |||||||||||
Reportable Segments | |||||||||||
Revenues | 1,385,229,000 | 1,872,956,000 | 292,618,000 | ||||||||
Depreciation and amortization | 6,735,000 | 5,847,000 | 2,267,000 | ||||||||
Adjusted EBITDA | 9,185,000 | 14,686,000 | -40,000 | ||||||||
Capital expenditures | 3,454,000 | 3,159,000 | 13,123,000 | ||||||||
Refined products terminals and storage | |||||||||||
Reportable Segments | |||||||||||
Revenues | 23,287,000 | 24,011,000 | 2,706,000 | ||||||||
Depreciation and amortization | 5,911,000 | 6,162,000 | 1,015,000 | ||||||||
Adjusted EBITDA | 10,723,000 | 16,100,000 | 1,161,000 | ||||||||
Capital expenditures | 2,489,000 | 4,482,000 | |||||||||
NGL distribution and sales | |||||||||||
Reportable Segments | |||||||||||
Revenues | 206,896,000 | 179,865,000 | 126,033,000 | ||||||||
Depreciation and amortization | 16,163,000 | 13,981,000 | 8,151,000 | ||||||||
Adjusted EBITDA | 15,525,000 | 15,518,000 | 14,022,000 | ||||||||
Capital expenditures | 16,557,000 | 16,009,000 | 6,577,000 | ||||||||
Corporate and other | |||||||||||
Reportable Segments | |||||||||||
Depreciation and amortization | 916,000 | 509,000 | 206,000 | ||||||||
Capital expenditures | 1,141,000 | 1,927,000 | 1,332,000 | ||||||||
Operating segment | Crude oil pipelines and storage | |||||||||||
Reportable Segments | |||||||||||
Cost of sales, excluding depreciation and amortization | 55,031,000 | 8,894,000 | 224,000 | ||||||||
Operating expense | 3,576,000 | 3,044,000 | 1,072,000 | ||||||||
Operating segment | Crude oil supply and logistics | |||||||||||
Reportable Segments | |||||||||||
Cost of sales, excluding depreciation and amortization | 1,416,023,000 | 1,852,249,000 | 289,275,000 | ||||||||
Operating expense | 6,276,000 | 8,501,000 | 2,464,000 | ||||||||
Operating segment | Refined products terminals and storage | |||||||||||
Reportable Segments | |||||||||||
Cost of sales, excluding depreciation and amortization | 6,453,000 | 4,683,000 | 974,000 | ||||||||
Operating expense | 4,602,000 | 2,464,000 | 280,000 | ||||||||
Operating segment | NGL distribution and sales | |||||||||||
Reportable Segments | |||||||||||
Cost of sales, excluding depreciation and amortization | 126,686,000 | 105,488,000 | 79,904,000 | ||||||||
Operating expense | 52,109,000 | 47,307,000 | 24,746,000 | ||||||||
Intersegment eliminations | |||||||||||
Reportable Segments | |||||||||||
Revenues | -51,004,000 | -5,573,000 | |||||||||
Cost of sales, excluding depreciation and amortization | -51,004,000 | -5,573,000 | |||||||||
Intersegment eliminations | Crude oil pipelines and storage | |||||||||||
Reportable Segments | |||||||||||
Revenues | 1,252,000 | ||||||||||
Intersegment eliminations | Crude oil supply and logistics | |||||||||||
Reportable Segments | |||||||||||
Revenues | 49,738,000 | 5,573,000 | |||||||||
Intersegment eliminations | NGL distribution and sales | |||||||||||
Reportable Segments | |||||||||||
Revenues | 14,000 | ||||||||||
Amounts not included in segment Adjusted EBITDA | |||||||||||
Reportable Segments | |||||||||||
Cost of sales, excluding depreciation and amortization | 13,921,000 | -1,110,000 | -1,586,000 | ||||||||
Operating expense | $951,000 | $609,000 | $78,000 |
Reportable_Segments_Details_3
Reportable Segments (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of total Adjusted EBITDA from reportable segments to net income (loss) from continuing operations | |||||||||||
Total Adjusted EBITDA from reportable segments | $55,592 | $59,657 | $19,979 | ||||||||
Other expenses not allocated to reportable segments | -24,924 | -27,396 | -8,174 | ||||||||
Depreciation and amortization | -42,488 | -33,345 | -13,856 | ||||||||
Interest expense | -9,393 | -9,075 | -3,405 | ||||||||
Loss on extinguishment of debt | -1,634 | -497 | |||||||||
Income tax (expense) benefit | -300 | -208 | -222 | ||||||||
Loss on disposal of assets, net | -1,366 | -1,492 | -1,142 | ||||||||
Unit-based compensation | 1,877 | 948 | 2,485 | ||||||||
Total (loss) gain on commodity derivatives | -13,762 | 902 | 640 | ||||||||
Net cash payments (receipts) for commodity derivatives settled during the period | 1,071 | 209 | 946 | ||||||||
Non-cash inventory LCM adjustment | 222 | ||||||||||
Transaction costs and other non-cash items | -4,112 | -1,343 | -1,492 | ||||||||
LOSS FROM CONTINUING OPERATIONS | ($18,616) | ($5,610) | ($11,006) | ($8,183) | ($7,690) | ($5,573) | ($2,669) | $2,893 | ($43,415) | ($13,039) | ($9,708) |
Reportable_Segments_Details_4
Reportable Segments (Details 4) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Reportable Segments | ||
Total Assets | $813,173 | $843,402 |
Crude oil pipelines and storage | ||
Reportable Segments | ||
Total Assets | 323,100 | 313,580 |
Crude oil supply and logistics | ||
Reportable Segments | ||
Total Assets | 165,288 | 208,420 |
Refined products terminals and storage | ||
Reportable Segments | ||
Total Assets | 131,923 | 132,325 |
NGL distribution and sales | ||
Reportable Segments | ||
Total Assets | 170,904 | 178,450 |
Corporate and other | ||
Reportable Segments | ||
Total Assets | $21,958 | $10,627 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 05, 2013 | |
employee | |||||
Related Party Transactions | |||||
Amounts due to related party | $1,274,000 | ||||
Number of employees | 0 | ||||
Enogex Holdings Member | |||||
Related Party Transactions | |||||
Amount paid | 10,000 | 10,000 | 391,000 | ||
Amounts due to related party | 0 | 0 | |||
CAMS Bluewire | |||||
Related Party Transactions | |||||
Amount paid | 422,000 | 691,000 | 321,000 | ||
Payable balance due to related party | 32,000 | 38,000 | |||
TAC | Refined products terminals and storage | |||||
Related Party Transactions | |||||
Revenue from related party | 8,952,000 | 14,473,000 | 1,744,000 | ||
Receivable balance due from related party | 83,000 | 1,048,000 | |||
TAC | NGL distribution and sales | |||||
Related Party Transactions | |||||
Amounts due to related party | 46,000 | 119,000 | |||
Refined product purchases | 1,964,000 | 187,000 | |||
GP II | |||||
Related Party Transactions | |||||
Receivable balance due from related party | 2,205,000 | 1,611,000 | |||
JP Development | |||||
Related Party Transactions | |||||
Receivable balance due from related party | 7,968,000 | ||||
Monthly fee received | 50,000 | 50,000 | 50,000 | ||
Amount of reduction in general and administrative expenses | 600,000 | 600,000 | 50,000 | ||
Face amount | 1,000,000 | ||||
Interest rate (as a percent) | 4.75% | ||||
Interest payable | 7,000 | ||||
JP Development | Crude oil supply and logistics | |||||
Related Party Transactions | |||||
Pipeline tariff fees | 8,875,000 | 8,514,000 | 1,841,000 | ||
Republic Midstream, LLC | |||||
Related Party Transactions | |||||
Receivable balance due from related party | 297,000 | ||||
Monthly fee received | 59,000 | ||||
Amount of reduction in general and administrative expenses | $297,000 |
Related_Party_Transactions_Det1
Related Party Transactions (Details 2) (USD $) | 12 Months Ended | 0 Months Ended | |||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 07, 2014 | Oct. 07, 2014 | Aug. 13, 2013 | Jul. 18, 2013 | Mar. 28, 2014 | Feb. 12, 2014 | |
Related Party Transactions | |||||||||
Proceeds from issuance of common units | $262,638,000 | $3,128,000 | $150,100,000 | ||||||
Proceeds from issuance of preferred units | 40,000,000 | ||||||||
Amount of redemption of preferred units | -42,436,000 | ||||||||
Series D Preferred Unit | |||||||||
Related Party Transactions | |||||||||
Amount of redemption of preferred units | 42,436,000 | 42,436,000 | |||||||
JP Development | Class C Common Unit | |||||||||
Related Party Transactions | |||||||||
Units issued in private placements (in units) | 88,114 | 42,254 | 45,860 | ||||||
Proceeds from issuance of common units | 3,128,000 | 1,500,000 | 1,628,000 | ||||||
Lonestar | Series D Preferred Unit | |||||||||
Related Party Transactions | |||||||||
Units issued in private placements (in units) | 1,818,182 | ||||||||
Proceeds from issuance of preferred units | 40,000,000 | ||||||||
Lonestar | Class A Common Unit | |||||||||
Related Party Transactions | |||||||||
Units issued in private placements (in units) | 6,818,183 | 363,636 | |||||||
Proceeds from issuance of common units | $150,063,000 | $8,000,000 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Total revenues | $399,229 | $428,590 | $447,147 | $418,668 | $549,870 | $564,558 | $511,012 | $476,793 | $1,693,634 | $2,102,233 | $427,581 |
Operating (loss) income | -16,526 | -3,362 | -8,897 | -3,457 | -5,258 | -3,334 | -720 | 4,868 | -32,242 | -4,444 | -5,831 |
Loss from continuing operations | -18,616 | -5,610 | -11,006 | -8,183 | -7,690 | -5,573 | -2,669 | 2,893 | -43,415 | -13,039 | -9,708 |
Loss from discontinued operations | -9,203 | -405 | -1,095 | -64 | 663 | -686 | -9,608 | -1,182 | 1,320 | ||
Net income (loss) | ($18,616) | ($5,610) | ($20,209) | ($8,588) | ($8,785) | ($5,637) | ($2,006) | $2,207 | ($53,023) | ($14,221) | ($8,388) |
Basic and diluted loss per unit: | |||||||||||
Basic and diluted (in dollars per unit) | ($0.51) | ($0.51) | |||||||||
Diluted loss per common unit from continuing operations (in dollars per unit) | ($0.60) | ($0.51) | $0.07 | ||||||||
Diluted loss per common unit from discontinued operations (in dollars per unit) | ($0.01) | $0.07 | ($0.07) | ||||||||
Diluted loss per common unit (in dollars per unit) | ($0.61) | ($0.45) |