Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 22, 2016 | Jun. 30, 2015 | |
Entity Registrant Name | JP Energy Partners LP | ||
Entity Central Index Key | 1,523,404 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 187,527,418 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Common | |||
Entity Common Stock, Shares Outstanding | 18,467,032 | ||
Subordinated | |||
Entity Common Stock, Shares Outstanding | 18,126,511 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 1,987 | $ 3,325 |
Restricted cash | 600 | |
Accounts receivable, net | 60,519 | 108,725 |
Receivables from related parties | 8,624 | 10,548 |
Inventory | 4,786 | 5,677 |
Prepaid expenses and other current assets | 4,168 | 4,915 |
Current assets of discontinued operations held for sale | 2,730 | 15,149 |
Total Current Assets | 82,814 | 148,939 |
Non-current assets | ||
Property, plant and equipment, net | 291,454 | 251,690 |
Goodwill | 216,692 | 240,782 |
Intangible assets, net | 134,432 | 145,330 |
Deferred financing costs and other assets, net | 3,223 | 4,711 |
Noncurrent assets of discontinued operations held for sale | 6,644 | 21,721 |
Total Non-Current Assets | 652,445 | 664,234 |
Total Assets | 735,259 | 813,173 |
Current liabilities | ||
Accounts payable | 45,933 | 88,052 |
Accrued liabilities | 15,260 | 28,971 |
Capital leases and short-term debt | 107 | 229 |
Customer deposits and advances | 3,742 | 5,050 |
Current portion of long-term debt | 454 | 383 |
Current liabilities of discontinued operations held for sale | 640 | |
Total Current Liabilities | 66,136 | 122,685 |
Non-current liabilities | ||
Long-term debt | 162,740 | 84,125 |
Other long-term liabilities | 1,463 | 5,683 |
Total Liabilities | $ 230,339 | $ 212,493 |
Commitments and Contingencies | ||
Partners' capital | ||
General partner | $ 5,568 | |
Common units (22,119,170 and 21,852,219 units authorized as of December 31, 2015 and 2014, respectively; 18,465,320 and 18,209,519 units issued and outstanding as of December 31, 2015 and 2014, respectively) | 266,691 | $ 315,630 |
Subordinated units (18,197,249 units authorized; 18,127,678 and 18,197,249 units issued and outstanding as of December 31, 2015 and 2014, respectively) | 232,661 | 285,050 |
Total Partners' Capital | 504,920 | 600,680 |
Total Liabilities and Partners' Capital | $ 735,259 | $ 813,173 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Dec. 31, 2015 | Dec. 31, 2014 |
Common units, units authorized | 22,119,170 | 21,852,219 |
Common units, units issued | 18,465,320 | 18,209,519 |
Common units, units outstanding | 18,465,320 | 18,209,519 |
Subordinated units, units authorized | 18,197,249 | 18,197,249 |
Subordinated units, units issued | 18,127,678 | 18,197,249 |
Subordinated units, units outstanding | 18,127,678 | 18,197,249 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
REVENUES | |||
Crude oil sales | $ 455,465,000 | $ 470,336,000 | $ 164,356,000 |
Crude oil sales - related parties | 884,000 | ||
Gathering, transportation and storage fees | 25,991,000 | 30,762,000 | 23,942,000 |
Gathering, transportation and storage fees - related parties | 2,165,000 | ||
NGL and refined product sales | 170,009,000 | 192,804,000 | 166,245,000 |
NGL and refined product sales - related parties | 7,419,000 | 12,343,000 | |
Refined products terminals and storage fees | 12,362,000 | 10,260,000 | 10,179,000 |
Refined products terminals and storage fees - related parties | 1,533,000 | 2,130,000 | |
Other revenues | 13,709,000 | 13,040,000 | 11,674,000 |
Total revenues | 680,585,000 | 726,154,000 | 390,869,000 |
COSTS AND EXPENSES | |||
Cost of sales, excluding depreciation and amortization | 527,476,000 | 605,682,000 | 276,804,000 |
Operating expense | 69,377,000 | 65,584,000 | 57,728,000 |
General and administrative | 45,383,000 | 46,362,000 | 44,488,000 |
Depreciation and amortization | 46,852,000 | 40,230,000 | 30,987,000 |
Goodwill impairment | 29,896,000 | ||
Loss on disposal of assets, net | 909,000 | 1,137,000 | 1,492,000 |
Total costs and expenses | 719,893,000 | 758,995,000 | 411,499,000 |
OPERATING LOSS | (39,308,000) | (32,841,000) | (20,630,000) |
OTHER INCOME (EXPENSE) | |||
Interest expense | (5,375,000) | (8,981,000) | (8,245,000) |
Loss on extinguishment of debt | (1,634,000) | ||
Other income, net | 1,732,000 | 8,000 | 887,000 |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (42,951,000) | (43,448,000) | (27,988,000) |
Income tax expense | (754,000) | (300,000) | (208,000) |
LOSS FROM CONTINUING OPERATIONS | (43,705,000) | (43,748,000) | (28,196,000) |
DISCONTINUED OPERATIONS | |||
Net income (loss) from discontinued operations, including loss on disposal of $7,288 in 2014 | (14,951,000) | (9,275,000) | 13,975,000 |
NET LOSS | (58,656,000) | (53,023,000) | $ (14,221,000) |
Net loss attributable to the period from January 1, 2014 to October 1, 2014 | 34,407,000 | ||
Net loss attributable to limited partners | (58,656,000) | (18,616,000) | |
Basic and diluted loss per unit | |||
Net loss from continuing operations allocated to limited partners | (43,705,000) | (18,950,000) | |
Net loss allocated to limited partners | $ (58,656,000) | (18,616,000) | |
Common and Subordinated | |||
Basic and diluted loss per unit | |||
Distribution declared per unit (in dollars per unit) | $ 1.279 | ||
Common | |||
DISCONTINUED OPERATIONS | |||
Net loss attributable to limited partners | $ (29,351,000) | (9,293,000) | |
Basic and diluted loss per unit | |||
Net loss from continuing operations allocated to limited partners | (21,830,000) | (9,460,000) | |
Net loss allocated to limited partners | $ (29,351,000) | $ (9,293,000) | |
Weighted average number of common units outstanding (in units) | 18,373,594 | 18,212,632 | |
Basic and diluted net loss from continuing operations (in dollars per unit) | $ (1.19) | $ (0.52) | |
Basic and diluted net loss (in dollars per unit) | $ (1.60) | $ (0.51) | |
Subordinated | |||
DISCONTINUED OPERATIONS | |||
Net loss attributable to limited partners | $ (29,305,000) | $ (9,323,000) | |
Basic and diluted loss per unit | |||
Net loss from continuing operations allocated to limited partners | (21,875,000) | (9,490,000) | |
Net loss allocated to limited partners | $ (29,305,000) | $ (9,323,000) | |
Weighted average number of subordinated units outstanding (in units) | 18,151,700 | 18,209,948 | |
Basic and diluted net loss from continuing operations (in dollars per unit) | $ (1.20) | $ (0.52) | |
Basic and diluted net loss (in dollars per unit) | $ (1.61) | $ (0.51) |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($) | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
Net income (loss) from discontinued operations, loss on disposal | $ 7,288 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (58,656) | $ (53,023) | $ (14,221) |
Adjustments to reconcile net loss to net cash provided by operating activities including discontinued operations: | |||
Depreciation and amortization | 49,133 | 43,922 | 36,195 |
Goodwill impairment | 37,835 | ||
Asset Impairment | 4,970 | 1,984 | |
Derivative valuation changes | (11,340) | 12,645 | (1,162) |
Amortization of deferred financing costs | 909 | 906 | 1,103 |
Unit-based compensation expenses | 1,309 | 1,789 | 948 |
Loss on disposal of assets | 1,028 | 8,415 | 1,492 |
Bad debt expense | 1,212 | 820 | 855 |
Loss on extinguishment of debt | 1,634 | ||
Non-cash inventory LCM adjustment | 222 | ||
Other non-cash items | 1,744 | 434 | (378) |
Changes in working capital, net of acquired assets and liabilities: | |||
Accounts receivable | 47,926 | 13,307 | (26,583) |
Receivable from related parties | 1,924 | (7,806) | (948) |
Inventory | 13,372 | 17,501 | (18,646) |
Prepaid expenses and other current assets | 709 | (545) | 4,340 |
Accounts payable and other accrued liabilities | (45,168) | (13,078) | 30,106 |
Payables to related parties | (1,464) | 1,274 | |
Customer deposits and advances | (1,308) | 2,328 | (493) |
Changes in other assets and liabilities | 442 | 166 | |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 46,041 | 30,157 | 13,882 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Capital expenditures | (71,011) | (56,878) | (26,828) |
Acquisitions of businesses | (12,583) | (1,003) | |
Proceeds received from sale of assets | 3,917 | 11,325 | 96 |
Change in restricted cash | 600 | (600) | |
NET CASH USED IN INVESTING ACTIVITIES | (79,077) | (46,153) | (27,735) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowings under revolving line of credit | 130,000 | 390,800 | 32,300 |
Payments on revolving line of credit | (51,000) | (485,357) | (12,150) |
Proceeds from note payable to related party | 1,000 | ||
Payments on long-term debt | (375) | (4,870) | (4,152) |
Payment of related party note payable | (1,000) | ||
Payments on capital leases | (137) | (162) | (164) |
Payments on contingent earnout liabilities | (488) | ||
Change in cash overdraft | (91) | (295) | 386 |
Payments on financed insurance premium | (49) | (5,127) | |
Debt issuance costs | (6) | (3,193) | (980) |
Distributions to unitholders | (47,025) | (91,956) | (17,438) |
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 | |
Common control acquisition | (52,000) | ||
Contributions from the Predecessor | 4,321 | 12,040 | |
Contributions from general partner | 1,218 | ||
Tax withholding on unit-based vesting | (289) | (354) | |
Other | (109) | (1,855) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 31,698 | 16,087 | 6,988 |
Net change in cash and cash equivalents | (1,338) | 91 | (6,865) |
Cash and cash equivalents balance, beginning of period | 3,325 | 3,234 | 10,099 |
Cash and cash equivalents balance, end of period | 1,987 | 3,325 | 3,234 |
SUPPLEMENTAL DISCLOSURES: | |||
Cash paid for interest | 4,527 | 7,179 | 7,063 |
Cash paid for taxes | 450 | 108 | 106 |
Non-cash investing and financing transactions: | |||
Accrued capital expenditures | 3,796 | 3,628 | 977 |
Debt funded portion of acquisition | 12,475 | 52,000 | |
Acquisitions funded by issuance of units | 3,442 | 267,100 | |
Assets acquired under capital lease | $ 177 | 13 | |
Financed insurance premium | $ 1,420 | ||
Contributions from general partner | $ 4,350 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) $ in Thousands | PreferredSeries D Preferred Unit | General Partner | LimitedCommon | LimitedSubordinated | LimitedClass A Common Unit | LimitedClass B Common Unit | LimitedClass C Common Unit | Predecessor Capital | Total |
Balance at Dec. 31, 2012 | $ 20,966 | $ 404 | $ 144,534 | $ 14,247 | $ 82,864 | $ 51,138 | $ 314,153 | ||
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 | $ 246,987 | |||||||
Issuance of Class B Common Units | $ (164) | $ (164) | |||||||
Issuance of Class B Common Units (in units) | 53,339 | 53,339 | |||||||
Issuance of Class C Common Units | $ 3,128 | $ 3,128 | |||||||
Issuance of Class C Common Units (in units) | 88,114 | 88,114 | |||||||
Conversion of units | $ (18,660) | $ 18,660 | |||||||
Conversion of units (in units) | (1,136,364) | 1,136,364 | |||||||
Unit-based compensation | $ 948 | $ 948 | |||||||
Distributions to unitholders | $ (1,704) | $ (10,085) | (1,683) | $ (3,966) | (17,438) | ||||
Net income (loss) | (602) | (12,357) | (1,982) | (5,220) | 5,940 | (14,221) | |||
Balance at Dec. 31, 2013 | $ 404 | $ 140,752 | $ 11,366 | $ 76,806 | 304,065 | $ 533,393 | |||
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 | $ 4,321 | |||||||
Issuance of Class A Common Units | $ 8,000 | $ 8,000 | |||||||
Issuance of Class A Common Units (in units) | 363,636 | 363,636 | |||||||
Issuance of Class B Common Units (in units) | 90,000 | 90,000 | |||||||
Issuance of Preferred Units | $ 40,000 | $ 40,000 | |||||||
Issuance of Preferred Units (in units) | 1,928,909 | 1,928,909 | |||||||
Redemption of Preferred Units | $ (40,656) | $ (350) | $ (1,430) | $ (42,436) | |||||
Redemption of Preferred Units (in units) | (1,928,909) | (1,928,909) | |||||||
Unit-based compensation | 123 | 503 | $ 1,163 | $ 1,789 | |||||
Common control acquisition | $ (12,727) | $ 267,067 | (306,340) | $ (52,000) | |||||
Common control acquisition (in units) | 12,561,934 | 12,561,934 | |||||||
Recapitalization | $ 12,323 | $ 72,405 | $ 295,453 | $ (313,481) | $ (6,268) | $ (60,432) | |||
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 issuance costs, forfeitures and tax withholdings | $ 252,745 | $ 252,745 | |||||||
Issuance of Common Units, net of forfeitures (in units) | 13,746,017 | 13,746,017 | |||||||
Issuance of Subordinated Units, net of issuance costs, forfeitures and tax withholdings | $ (153) | $ (153) | |||||||
Forfeiture of Subordinated Units (in units) | (16,253) | (16,253) | |||||||
Distributions to unitholders | $ (75,662) | $ (4,528) | $ (11,766) | $ (91,956) | |||||
Net income (loss) | Successor | $ (9,293) | $ (9,323) | (18,616) | ||||||
Net income (loss) | Predecessor | $ 656 | $ (26,676) | $ (1,733) | $ (4,608) | $ (2,046) | (34,407) | |||
Net income (loss) | (53,023) | ||||||||
Balance at Dec. 31, 2014 | $ 315,630 | $ 285,050 | $ 600,680 | ||||||
Balance (in units) at Dec. 31, 2014 | 18,209,519 | 18,197,249 | 36,406,768 | ||||||
Increase (Decrease) in Partners' Capital | |||||||||
Unit-based compensation | $ 941 | $ 368 | $ 1,309 | ||||||
Issuance of units, net of issuance costs, forfeitures and tax withholdings | $ 3,259 | $ (215) | $ 3,044 | ||||||
Issuance of Common Units (in units) | 266,951 | 266,951 | |||||||
Forfeiture of units under LTIP (in units) | (19,400) | (69,571) | (88,971) | ||||||
Vesting Of units under LTIP (in units) | 8,250 | 8,250 | |||||||
Distributions to unitholders | $ (23,788) | $ (23,237) | $ (47,025) | ||||||
Contributions from general partner | $ 5,568 | 5,568 | |||||||
Net income (loss) | (29,351) | (29,305) | (58,656) | ||||||
Balance at Dec. 31, 2015 | $ 5,568 | $ 266,691 | $ 232,661 | $ 504,920 | |||||
Balance (in units) at Dec. 31, 2015 | 18,465,320 | 18,127,678 | 36,592,998 |
Business and Basis of Presentat
Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
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 three business segments: (i) crude oil pipelines and storage, (ii) refined products terminals and storage and (iii) 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 had acquired a portfolio of midstream assets that were 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. As a result of the sale of its GSPP pipeline assets (see Note 3), JP Development does not currently hold any material assets. 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 a mounts 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 and 2013. 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”). 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 Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
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. Reclassification . Certain previously reported amounts have been reclassified to conform to the current year presentation. For the years ended December 31, 2014 and 2013, we reclassified $9,911,000 and $1,687,000 , respectively, from gathering, transportation and storage fees to crude oil sales to conform to the current year presentation. 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 at December 31, 2014, included 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 $1,217,000 and $1,134,000 as of December 31, 2015 and 2014, respectively. Bad debt expense for the years ended December 31, 2015, 2014 and 2013 was $1,212,000 , $820,000 and $855,000 , 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 $1,239,000 and $1,044,000, and insurance claim receivables, which totaled $115,000 and $965,000 as of December 31, 2015 and 2014, 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 years ended December 31, 2015, 2014 and 2013. 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. 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 - years Leasehold improvements Various* Transportation equipment - years Propane tanks and cylinders - years Bulk storage tanks years Pipelines years Office furniture and fixtures - years Other equipment - 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). For assets held for sale, we compare the fair value of the disposal group to its carrying value. Under the assets held for sale criteria, the order of impairment is based on (i) testing other assets, such as accounts receivable, inventory and indefinite-lived intangible assets, for impairment (ii) testing goodwill for impairment and (iii) testing the long-lived asset group for impairment. In connection with the sale of our Mid-Continent Business (defined in Note 3 and classified as held for sale at December 31, 2015), we recorded an impairment charge of $4,970,000 during the year ended December 31, 2015 related to long-lived assets, which is classified in net loss from discontinued operations in the consolidated statements of operations. Goodwill and Other Intangible Assets. We apply Accounting Standards Codification ("ASC") 805, " Business Combinations ," and ASC 350, " Intangibles—Goodwill and Other ," to account for goodwill. In accordance with these standards, g oodwill is not amortized but is tested for impairment at least annually, or more frequently whenever a triggering event or change in circumstances occurs at the reporting unit level. A reporting unit is the operating segment, or business one level below the operating segment if discrete financial information is prepared and regularly reviewed by segment management. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether further impairment testing is necessary. Impairment is indicated when the carrying amount of a reporting unit exceeds its fair value. To estimate the fair value of the reporting units, we make estimates and judgments about future cash flows, as well as revenues, cost of sales, operating expenses, capital expenditures and net working capital based on assumptions that are consistent with our most recent forecast. At the time it is determined that an impairment has occurred, the carrying value of the goodwill is written down to its fair value. In 2015, we recognized impairment charges of $23,574,000 and $6,322,000 related to the goodwill in our crude oil supply and logistics reporting unit within our crude oil pipelines and storage segment and JP Liquids reporting unit within our NGL distribution and sales segment, respectively, primarily due to the substantial decline in commodity prices in 2015 and the resulting decline in margin as well as volume in those reporting units. We also recorded an additional goodwill impairment charge of $7,939,000 triggered by the disposition of our Mid-Continent Business. The $7,939,000 of goodwill was allocated to the Mid-Continent Business based on the relative fair value of the Mid-Continent Business and the portion of the reporting unit that was retained by us. No provision for impairment of goodwill was recorded during 2014 or 2013. During the second quarter of 2014, immediately prior to the sale of the Bakken Business (defined in Note 3) within the crude oil 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 us. 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 related to our revolving credit agreement (see Note 11) are deferred and are recorded net of accumulated amortization in the consolidated balance sheets as deferred financing costs, and totaled $2,809,000 and $3,712,000 at December 31, 2015 and 2014, 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 of deferred financing costs associated with the extinguishment of debt during the year ended December 31, 2014 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 $909,000 , $906,000 and $1,103,000 for the years ended December 31, 2015, 2014 and 2013, 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. We enter into outright purchase and sales contracts as well as buy/sell contracts with counterparties, under which contracts we gather and transport different types of crude oil and eventually sell the 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. 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. 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 2015 2014 2013 (in thousands) Customer A Crude oil pipelines and storage, NGLs distribution and sales * Customer B Crude oil pipelines and storage, Refined products terminals and storage * * 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 the 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, 2015, 2014 and 2013, comprehensive loss was equal to net loss. Recent Accounting Pronouncements . In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . ASU 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; Eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. This standard does not allow for early adoption except related to credit risk adjustment in other comprehensive income. The adoption of ASU 2016-01 is not expected to have a material impact on our consolidated financial statements and related disclosures. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. This ASU is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early application permitted and, upon adoption, may be applied either prospectively or retrospectively. We early adopted, retrospectively, ASU 2015-17. There is no impact from the adoption of this ASU as our deferred taxes are already presented under the non-current classification for all periods presented. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) . ASU 2015-16 changes how the acquirer recognizes adjustments to the provisional amounts of a business combination that are identified during the measurement period from a retrospective application of all affected financial periods to be recorded in the reporting period in which the adjustment amounts are determined. Additionally, the company needs to disclose, of the amounts recorded in current periods, what amounts would have been reported in previous periods if the adjustments had been recognized at the acquisition date. ASU 2015-16 is effective for interim and annual periods beginning after December 15, 2015. Early adoption of this ASU is permitted. The adoption of ASU 2015-16 is not expected to have a material impact on our consolidated financial statements and related disclosures. In August 2015, the FASB issued ASU No. 2015-15, Interest—Imputation of Interest (Subtopic 835-30) . ASU 2015-15 provides SEC Staff guidance to ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost , as it relates to debt issuance cost associated with line-of-credit arrangements. The SEC staff recognized that ASU 2015-03 did not address presentation or subsequent measurement of debt issuances cost related to line-of-credit arrangements and noted that the SEC Staff wouldn’t object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratable over the term of the line-of-credit arrangement regardless of whether there are any outstanding borrowings of the line-of credit arrangement. ASU 2015-15 was adopted in the third quarter of 2015 with ASU 2015-03 and the adoption did not have a material impact on our consolidated financial statements and related disclosures. In July 2015, the FASB issued ASU No. 2015-11 , Inventory (Topic 330): Simplifying the Measurement of Inventory . ASU 2015-11 changes the measurement principle for inventory measured using any method other than LIFO or the retail inventory method from the lower of cost or market to lower of cost and net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. Early adoption of this ASU is permitted. We are currently evaluating the potential impact this standard will have on our consolidated financial statements and related disclosures. In April 2015, the FASB issued ASU No. 2015-06, Earnings per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions . ASU 2015-06 provides guidance on calculating and reporting historical earnings per unit under the two-class method following dropdown transactions between entities under common control. Under ASU 2015-06, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. Additionally, the previously reported earnings per unit of the limited partners for periods before the date of the dropdown transaction would not change as a result of the dropdown transaction. ASU 2015-06 is effective for interim and annual periods beginning after December 15, 2015, and should be applied retrospectively for all financial statements presented. Early adoption of this ASU is permitted. We adopted ASU 2015-06 in the second quarter of 2015 and the adoption did not have a material impact on our consolidated financial statements and related disclosures. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Cost . ASU 2015-03 changes the requirements for presenting debt issuance costs and requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this amendment. ASU 2015-03 is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. We adopted ASU 2015-03 in the third quarter of 2015 and the adoption did not have a material impact on our consolidated financial statements and related disclosures. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . ASU 2015-02 provides amended guidance on the consolidation evaluation for reporting entities that are required to evaluate whether they should consolidate certain legal entities, including limited partnerships. ASU 2015-02 is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. The adoption of ASU 2015-02 is not expected to have a material impact on our consolidated financial statements and related disclosures. In June 2014, the FASB issued 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 or disclosures. 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 i |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations | |
Discontinued Operations | 3. Discontinued Operations Mid-Continent. On February 1, 2016, we sold certain trucking and marketing assets in the Mid-Continent area (the “Mid-Continent Business”) to JP Development, simultaneous with JP Development’s sale of its GSPP pipeline assets to a third party buyer. The sales price related to the Mid-Continent Business was $9,685,000 , in cash, which included certain adjustments related to inventory and other working capital items. We expect to recognize a loss on disposal of $12,909,000 related to the Mid-Continent Business. As of December 31, 2015, the Mid-Continent Business met all the criteria to be classified as asset held for sale in accordance with ASC 360, therefore, we classified all the related assets and liabilities as held for sale in the consolidated balance sheets. In addition, we allocated $7,939,000 of goodwill to the Mid-Continent Business, which was based on the relative fair value of the disposed Mid-Continent Business and the portion of the crude oil supply and logistics reporting unit that was retained by us. The $7,939,000 was subsequently impaired and contributed to the overall net loss from discontinued operations. The operating results of the Mid-Continent Business have been classified as discontinued operations for all periods presented in the consolidated statements of operations. We combined the cash flows from the Mid-Continent Business with the cash flows from continuing operations for all periods presented in the consolidated statements of cash flows. The Mid-Continent Business will not generate any continuing cash flows subsequent to the date of disposition. Prior to the classification as discontinued operations, we reported the Mid-Continent Business in our crude oil pipelines and storage segment. The following table summarizes selected financial information related to the Mid-Continent Business’ operations in the years ended December 31, 2015, 2014 and 2013. Consolidated Statements of Operations The discontinued operations of the Mid-Continent Business are summarized below: Year Ended December 31, 2015 2014 2013 (in thousands, except unit and per unit data) REVENUES Crude oil sales $ $ $ Gathering, transportation and storage fees Other revenues Total revenues COSTS AND EXPENSES Cost of sales, excluding depreciation and amortization Operating expense General and administrative Impairment of goodwill and assets held for sale — — Depreciation and amortization Loss on disposal of assets, net — Total costs and expenses OPERATING INCOME (LOSS) OTHER INCOME (EXPENSE) Interest expense Loss on extinguishment of debt — — — Other income, net INCOME (LOSS) FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES Income tax (expense) benefit — — — NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF INCOME TAX $ $ $ Consolidated Balance Sheets The current and non-current assets and liabilities of the Mid-Continent Business are as follows: December 31, December 31, 2015 2014 (in thousands) ASSETS Current assets Inventory $ $ Prepaid expenses and other current assets — Total Current assets of discontinued operations held for sale Non-current assets Property, plant and equipment, net Goodwill — Intangible assets, net Deferred financing costs and other assets, net Total Non-current assets of discontinued operations held for sale Total Assets of discontinued operations held for sale $ $ LIABILITIES Current liabilities Accrued liabilities $ $ — Total Current liabilities of discontinued operations held for sale $ $ — The following table summarizes other selected financial information related to the Mid-Continent Business. Year Ended December 31, 2015 2014 2013 (in thousands) Depreciation $ $ $ Amortization Capital expenditures Other operating noncash items related to discontinued operations: Impairment on goodwill and assets held for sale $ $ — $ — Derivative valuation changes — — Loss on disposal of assets — Non-cash inventory LCM adjustments — — Investing noncash items related to discontinued operations: Accrued capital expenditures $ — $ $ — Bakken Business. On June 30, 2014, we (“Seller”) entered into and simultaneously closed an Asset 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 pipelines and storage segment. The following table summarizes selected financial information related to the Bakken Business’s operations in the years ended December 31, 2014 and 2013. Year Ended December 31, 2014 2013 (in thousands) Revenues from discontinued operations $ $ Net loss of discontinued operations, including loss on disposal of $7,288 in 2014 |
Net Loss Per Unit
Net Loss Per Unit | 12 Months Ended |
Dec. 31, 2015 | |
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 specifie d in the partnership agreement. For the years ended December 31, 2015 and 2014, dilutive loss per unit was equal to basic loss per unit because all instruments were antidilutive . On January 26, 2016, the Board of Directors of our general partner declared a cash distribution for the fourth quarter of 2015 of $0.325 per common unit and subordinated unit. The distribution w as paid on February 12, 2016 to unitholders of record as of February 5 , 2016. Year ended December 31, 2015 Common Units Subordinated Units Total (in thousands except for unit and per unit data) Net loss from continuing operations attributable to the limited partners: Distribution declared $ $ $ Distributions in excess of net income Net loss from continuing operations attributable to the limited partners $ $ $ Net loss from discontinued operations attributable to the limited partners Net loss attributable to the limited partners $ $ $ Weighted average units outstanding: Basic Net loss per unit: Basic and diluted from continuing operations $ $ Basic and diluted from discontinued operations $ $ Basic and diluted total $ $ Year ended December 31, 2014 Common Units Subordinated Units Total (in thousands except for unit and per unit data) Net loss from continuing operations attributable to the limited partners: Distribution declared $ $ $ Distributions in excess of net income Net loss from continuing operations attributable to the limited partners $ $ $ Net income from discontinued operations attributable to the limited partners Net loss attributable to the limited partners $ $ $ Weighted average units outstanding: Basic Net income (loss) per unit: Basic and diluted from continuing operations $ $ Basic and diluted from discontinued operations $ $ Basic and diluted total $ $ The following data shows securities that could potentially dilute earnings per unit in the future that were not included in the computation of diluted earnings per unit because to do so would have been antidilutive for the year ended December 31, 2015: Phantom units |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions And Dispositions | |
Acquisitions and Dispositions | 5. Acquisitions and Dispositions 2015 Acquisitions Acquisition of Southern Propane Inc. On May 8, 2015, we acquired substantially all of the assets of Southern Propane Inc. (“Southern”), a Houston-based industrial and commercial propane distribution and logistics company. The acquisition expanded the asset base and market share of our NGL distribution and sales segment, specifically the acceleration of our entry into the Houston, Texas market, as well as expansion of our industrial, non-seasonal customers. The total purchase price of $16,292,000 consisted of a $12,475,000 cash payment that was paid on the acquisition date, and which was funded through the use of borrowings from our revolving credit facility, a $108,000 cash payment to the seller as the final working capital adjustment, the issuance of 266,951 common units valued at $3,442,000 and a contingent earn-out liability with a value of $267,000 that is subject to the achievement of certain gross profit targets at Southern. The earn-out period covers the period from June 2015 through December 2016, and the maximum earn-out that could be earned is $1,250,000 . The common units issued with this acquisition were issued in a private offering conducted in accordance with the exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended, as such units were issued to the owners of a business acquired in a privately negotiated transaction not involving any public offering or solicitation. The fair value of the contingent earn-out liability 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-out was established at the time of the acquisition and is revalued at each reporting period. Based on the actual post-acquisition performance results and revised projections, we decreased the fair value of the Southern contingent earn-out liability to $243,000 as of December 31, 2015, which is recorded in Other long-term liabilities in the consolidated balance sheets. For the year ended December 31, 2015, we recognized $24,000 in income related to the changes in the fair value of the contingent earn-out liability which is included in Other income, net, in our consolidated statements of operations. The following table represents our allocation of the total purchase price of this acquisition to the assets acquired (in thousands): Accounts receivable $ Inventory Total current assets Property, plant and equipment Intangible assets: Customer relationships Noncompete agreements Trade names Total identifiable net assets acquired Goodwill Net assets acquired $ Goodwill associated with the Southern acquisition principally results from synergies expected from integrated operations. 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 12 years, and non-compete agreements are amortized over a weighted average useful life of 5 years. Revenues attributable to Southern included in the consolidated statements of operations totaled $3,849,000 for the period from May 8, 2015 to December 31, 2015. We do not account for the operations of Southern on a stand-alone basis, therefore, it is impracticable to report the amounts of net income of Southern included in the consolidated statements of operations related to the post-acquisition periods. 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 $ Accounts receivable Inventory Short-term prepaid asset Total current assets Property, plant and equipment Long-term prepaid asset Intangible assets: Customer relationships Total assets acquired Total liabilities assumed Total identifiable net assets acquired Goodwill Net assets acquired $ 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 reporting unit. 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 statements of operations totaled $70,580,000 , $64,136,000 and $10,878,000 for the years ended December 31, 2015, and 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 was 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 was $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 estimated the fair value of the AOFS contingent earn-out liability to be $790,000 as of December 31, 2014. In the third quarter of 2015, we paid $488,000 as a settlement of the AOFS contingent earn-out. As of December 31, 2014, the fair value of the HPI contingent earn-out liability was $1,367,000 . We decreased the fair value of the HPI contingent earn-out liability to $234,000 as of December 31, 2015, based on the actual post-acquisition performance results of the business as well as our revised expectation of the probable or possible future outcome. As of December 31, 2015, the HPI liability is recorded in Other-long term liabilities in the consolidated balance sheets. For the years ended December 31, 2015 and 2014, we recognized income of $1,435,000 and losses of $435,000 , respectively, 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) $ August 30, 2013 Alexander Oil Field Service, Inc. October 11, 2013 Highway Pipeline, Inc. 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 $ Inventory Total current assets Property, plant and equipment Intangible assets: Trade names and trademarks Customer relationships Noncompete agreements Total assets acquired Total liabilities assumed Total identifiable net assets acquired Goodwill Net assets acquired $ 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 lives. 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 statements of operations totaled $14,008,000 , $18,329,000 and $5,781,000 , for the years ended December 31, 2015, 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. Pro Forma Information The following unaudited pro forma information summarizes the results of operations for the year ended December 31, 2013 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 year. Financial information of certain acquisitions was impractical to obtain and accordingly have not been included in the pro forma financial information presented below. The pro forma data combines our consolidated results with those of JP Permian (prior to acquisition) for the period 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 period presented or that may be achieved in the future. The pro forma amounts are as follows: Year ended December 31, 2013 (in thousands) (unaudited) Pro forma consolidated revenue from continuing operations $ Pro forma consolidated net loss from continuing operations $ Disposition of crude oil supply and logistics assets. On September 30, 2015, we entered into an asset purchase agreement pursuant to which we sold certain crude oil supply and logistics assets for a sales price of $1,914,000 . We closed the transaction on November 2, 2015 and recognized a gain on disposal of $1,046,000 . |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2015 | |
Inventory | |
Inventory | 6. Inventory Inventory consists of the following as of December 31, 2015 and 2014: December 31, 2015 2014 (in thousands) Crude Oil $ $ NGLs Refined Products Materials, supplies and equipment Total inventory $ $ |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment, net | |
Property, Plant and Equipment, net | 7. Property, Plant and Equipment, net Property, plant and equipment, net consists of the following as of December 31, 2015 and 2014: December 31, 2015 2014 (in thousands) Land $ $ Buildings and improvements Transportation equipment Storage and propane tanks Pipelines and linefill Office furniture and fixtures Other equipment Construction-in-progress Total property, plant and equipment Less: accumulated depreciation Property, plant and equipment, net $ $ Depreciation expense totaled $29,391,000 , $23,514,000 and $18,779,000 for the years ended December 31, 2015, 2014 and 2013, respectively, which is included in depreciation and amortization expense in the consolidated statements of operations. Depreciation expense amounts have been adjusted by $1,127,000 , $1,685,000 and $2,348,000 for the years ended December 31, 2015, 2014 and 2013, respectively, to present the Mid-Continent and Bakken Business’s operations as discontinued operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014: December 31, 2015 Gross Net carrying Accumulated carrying amount amortization amount (in thousands) Customer relationships $ $ $ Noncompete agreements Trade names Customer contract Other Total $ $ $ December 31, 2014 Gross Net carrying Accumulated carrying amount amortization amount (in thousands) Customer relationships $ $ $ Noncompete agreements Trade names Customer contract Other Total $ $ $ In connection with the sale of the Mid-Continent Business, which was classified as held for sale at December 31, 2015, we recorded an impairment charge of $689,000 related to customer relationships during the year ended December 31, 2015, which is classified in net loss from discontinued operations in the consolidated statements of operations. In addition, 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 $17,461,000 , $ 16,716,000 and $ 12,208,000 for December 31, 2015, 2014 and 2013, respectively, which is included in depreciation and amortization expense in the consolidated statements of operations. Amortization expense amounts have been adjusted by $1,154,000 , $2,007,000 and $2,860,000 for the years ended December 31, 2015, 2014 and 2013, respectively, to present the Mid-Continent and 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): 2016 $ 2017 2018 2019 2020 Thereafter Total $ Goodwill activity in 2014 and 2015 consists of the following: Refined Crude oil products NGL pipelines and terminals and distribution storage storage and sales Total (in thousands) Balance at January 1, 2014 $ $ $ $ Disposals — — Balance at December 31, 2014 Goodwill acquired during the year — — Goodwill impairment — Balance at December 31, 2015 $ $ $ $ We recorded a goodwill impairment charge of $29,896,000 during the year ended December 31, 2015 related to our Crude Oil Supply and Logistics and JP Liquids reporting units. Additionally, in connection with the sale of the Mid-Continent Business, we recorded a goodwill impairment charge of $7,939,000 during the year ended December 31, 2015 which is classified in net loss from discontinuing operations in the consolidated statements of operations. During the year ended December 31, 2014, we recorded a decrease in goodwill of $1,984,000 related to the sale of the Bakken Business. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities | |
Accrued Liabilities | 9. Accrued Liabilities Accrued liabilities are comprised of the following as of December 31, 2015 and 2014: December 31, 2015 2014 (in thousands) Taxes payable $ $ Accrued payroll and employee benefits Accrued professional fees Royalties payable Short-term derivative liabilities Other Total accrued liabilities $ $ |
Capital Leases and Other Short-
Capital Leases and Other Short-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Capital Leases and Other Short-Term Debt | |
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 2016 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, 2015 2014 (in thousands) Buildings and improvements $ $ Transportation equipment Office furniture and equipment Other equipment Less: Accumulated depreciation Assets under capital lease, net $ $ Scheduled repayments of capital lease obligations are as follows (in thousands): Years ending December 31, 2016 $ 2017 2018 2019 2020 Thereafter Less: amounts representing interest Total obligations under capital leases Less: current portion Long-term capital lease obligation $ 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 bank overdrafts outstanding as of December 31, 2014. We financed a portion of our annual insurance premium in 2013. During the year ended December 31, 2014, we repaid the outstanding balance under this arrangement of $49,000. We no longer finance our insurance premiums. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt | |
Long-Term Debt | 11. Long-Term Debt Long-term debt consists of the following at December 31, 2015 and 2014: December 31, 2015 2014 (in thousands) Bank of America revolving loan $ $ HBH note payable Non-compete notes payable Total long-term debt $ $ Less: Current maturities Total long-term debt, net of current maturities $ $ 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 rate. The applicable rate is (a) 1.25% for prime rate borrowings and 2.25% for LIBOR borrowings. The commitment fee is subject to an 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, 2015, the unused balance of the BOA Credit Agreement was $86,870,000 . Issued and outstanding letters of credit, which reduced available borrowings under the BOA Credit Agreement, totaled $26,130,000 at December 31, 2015. 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. The BOA Credit Agreement contains various restrictive covenants and compliance requirements including: 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, a consolidated working capital (as defined in the BOA Credit Agreement) of not less than $15,000,000 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, a consolidated net total leverage ratio of not more than 5.00 to 1.00 from and after the issuance of certain unsecured notes, 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, available liquidity (as defined in the BOA Credit Agreement) of not less than $25,000,000 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. Beginning in March 2015, we were inadvertently not in full compliance with previously existing restrictions under our revolving credit facility due to our engaging in certain financial swap contracts with a lender in our revolving credit facility. Such noncompliance was waived pursuant to Amendment No. 4. The financial swap contracts were executed as a part of our normal course hedging practices in compliance with our risk management policy and are now permitted under the terms of Amendment No. 4. Prior to February 2 3 , 2016, our revolving credit facility contained a covenant requiring our consolidated working capital, as defined in the credit agreement, to be not less than $15,000,000 . We were not in compliance with the consolidated working capital covenant as of December 31, 2015, which noncompliance was waived and which covenant was removed and the available liquidity covenant was added pursuant to Amendment No. 5 . 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 $1,077,000 and $1,277,000 as of December 31, 2015 and December 31, 2014, 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 $55,000 , $66,000 and $69,000 for the 2015, 2014 and 2013, 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. Non-Compete Notes Payable . As part of the acquisition of Heritage Propane Express, LLC (“ 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 $117,000 and $231,000 at December 31, 2015 and December 31, 2014, respectively, which is based on an effective imputed interest rate of 3.5% . 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. 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. On February 12, 2014, the outstanding balance on the F&M Loans of $4,135,000 was paid in full with the proceeds from the BOA Credit Agreement. 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. On May 1, 2014, we repaid the promissory note in full. 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% . 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): 2016 $ 2017 2018 — 2019 2020 — Thereafter — Total $ |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2015 | |
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 normal business activities expose us to risks associated with changes in the market price of crude oil and propane, among other commodities. Management believes it is prudent to limit our exposure to these risks, which include our (i) propane purchases, (ii) pre-existing or anticipated physical crude oil sales and (iii) certain crude oil held in inventory. To meet this objective, we use a combination of fixed price swap and forward contracts. At times, we may also terminate or unwind hedges or portions of hedges in order to meet cash flow objectives or when the expected future volumes do not support the level of hedges. Our forward contracts that qualify for the Normal Purchase Normal Sale (“NPNS”) exception under GAAP are recognized when the underlying physical transaction is delivered. While these contracts are considered derivative financial instruments under ASC 815, they are not recorded at fair value, but on an accrual basis of accounting. If it is determined that a transaction designated as NPNS no longer meets the scope exception, the fair value of the related contract is recorded on the balance sheet and immediately recognized through earnings. 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 decline 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, these longer than normal term forward sale contracts were given mark-to-market accounting treatment. As these forward sale contracts relate to the marketing assets in our Mid-Continent Business (see Note 3), the fair values of the forward contracts have been classified as held for sale in the consolidated balance sheets. As of December 31, 2015, the fair value of the Mid-Continent forward contracts is $630,000 and is included in current liabilities of discontinued operations held for sale in the consolidated balance sheets. In August 2015, we paid approximately $8,745,000 to settle all of our then-outstanding propane financial swap contracts that were scheduled to mature at various dates through April 2017. We simultaneously executed new propane financial swap contracts at then current forward market prices for the purpose of economically hedging a substantial majority of our fixed price propane sales contracts through July 2017. The following table summarizes the net notional volume buy (sell) of our outstanding commodity-related derivatives, excluding those derivatives that qualified for the NPNS exception as of December 31, 2015 and 2014, none of which were designated as hedges for accounting purposes. December 31, 2015 December 31, 2014 Notional Volume Maturity Notional Volume Maturity Fixed Price Swaps : Propane (Gallons) 8,614,631 Jan 2016 - July 2017 27,958,302 Jan 2015 - Dec 2016 Crude Oil (Barrels) (93,000) Jan 2016 — — Interest Rate Risk. We are exposed to variable interest rate risk as a result of variable-rate borrowings under our revolving credit facilities. 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 changed the variable-rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the interest rate swaps, we received variable interest rate payments and made fixed interest rate payments, thereby creating the equivalent of fixed-rate debt for the portion of the debt that was swapped. As of December 31, 2014, our outstanding interest rate swap contracts contained a notional amount of $75,000,000 . Our interest rate swap agreements expired in July and September 2015. 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 indirectly 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, 2015 and 2014. Asset Derivatives Liability Derivatives December 31, December 31, December 31, December 31, Balance Sheet Location 2015 2014 2015 2014 (in thousands) Commodity swaps Prepaid expenses and other current assets $ $ — $ — $ — Commodity swaps Accrued liabilities — — Commodity swaps Other long-term liabilities — — Interest rate swaps Accrued Liabilities — — — The following table presents the fair value of our recognized derivative assets and liabilities on a gross basis and amounts offset in the consolidated balance sheet as of December 31, 2015 that are subject to enforceable master netting arrangements. As of December 31, 2015 Gross Amount Recognized Gross Amounts Offset Net Amounts Presented in the Balance Sheet Financial Collateral Net Amount (in thousands) Derivative Assets: Derivative contracts - current $ $ $ — $ — $ — Derivative contracts - noncurrent — — — — — Derivative Liabilities: Derivative contracts - current $ $ $ $ — $ Derivative contracts - noncurrent — — As of December 31, 2014, the fair value of our recognized current and non-current derivative assets and liabilities presented on a gross basis equaled the presentation on a net basis. 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 Amount of Gain/(Loss) Recognized in Income on Derivatives Income on Derivatives December 31, 2015 December 31, 2014 December 31, 2013 (in thousands) Commodity derivatives (swaps) Cost of sales Interest rate swaps Interest expense For the year ended December 31, 2015, we recognized $1,962,000 in total losses with respect to derivative instruments related to the Mid-Continent business which have been included in amounts classified as discontinued operations in the consolidated statements of operations. In the consolidated statements of cash flows, the effects of settlements of derivative instruments are classified as operating activities, consistent with the related transactions. |
Partners' Capital
Partners' Capital | 12 Months Ended |
Dec. 31, 2015 | |
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. Throughout 2013, we issued an aggregate of 88,114 Class C Common Units to JP Development for total net proceeds of $3,128,000 . On February 12, 2014, we issued 363,636 Class A Common Units to Lonestar for total net proceeds of $8,000,000 . 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”) had 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. On May 8, 2015, in connection with the Southern acquisition, we issued 266,951 common units valued at $3,442,000 . 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, 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, 2015 and 2013, we made the following cash distributions per unit: Cash Distribution Distribution Date (per unit) February 2013 $ July 2013 August 2013 February 2015 (1) May 2015 August 2015 November 2015 (1) Represents 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 and December 31, 2014. We paid a cash distribution of $0.325 per common unit and subordinate unit on February 12, 2016. 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: December 31, 2013 April 19, 2013 WACC % - % % - % Market multiple - times - times |
Unit-Based Compensation
Unit-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Unit-Based Compensation | |
Unit-Based Compensation | 14. Unit-Based Compensation Long-Term Incentive Plan and Phantom Units. The 2014 Long-Term Incentive Plan (“LTIP”) for our employees, directors and consultants authorizes grants of up to 3,642,700 common units in the aggregate. Our phantom units issued under our LTIP are primarily composed of two types of grants: (1) service condition grants with vesting over three years in equal annual installments; and (2) service condition grants with cliff vesting on April 1, 2018 . Distributions related to these unvested phantom units are paid concurrent with our distribution for common units. The fair value of our phantom units issued under our LTIP is determined by utilizing the market value of our common units on the respective grant date. The following table presents phantom units activity for the year ended December 31, 2015: Phantom Units Units Weighted Average Grant Date Fair Value Outstanding at the beginning of the period — $ — Service condition grants Vested service condition Forfeited service condition Outstanding at the end of period Total unit-based compensation expense related to our phantom units was $849,000 for the year ended December 31, 2015 which was recorded in general and administrative expense in the consolidated statement of operations. We expect to recognize $2.5 million of compensation expense related to non-vested phantom units over a weighted average period of 1.6 years. We have estimated a weighted average forfeiture rate of 41% in calculating the unit-based compensation expense. Restricted (Non-Vested) Common and Subordinated Units . Prior to the completion of our IPO on October 7, 2014, from time to time, we granted 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. Pursuant to certain employment agreements, as amended, between us and certain employees, we were obligated to grant restricted Class B common units to those employees upon their achievement of certain agreed-upon performance goals that were measured by different milestones. Different milestone achievements caused different amounts of restricted Class B common units to be awarded. The maximum amount of the restricted Class B common units that could have been issued pursuant to these employment agreements, as amended, was 100,000 units. Prior to year ended December 31, 2013, 75,000 restricted Class B common units were issued as a result of the employees’ achievement of certain milestones and the unit-based compensation expense related to these units have been fully recorded as general and administrative expenses in respective historical periods. With respect to the remaining 25,000 restricted Class B common units to be issued, we estimated the probable number of years for the performance goals to be achieved and have recognized the related unit-based compensation expense over the estimated number of years. During the second quarter of 2015, each employee terminated their employment with us prior to one employee achieving their performance goal related to the remaining 25,000 restricted Class B common units. As a result, we reversed previously recognized unit-based compensation expense of $297,000 . 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 equity value by the number of outstanding units. Estimated total equity value was determined using the income approach of discounting the estimated future cash flow to its present value. 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, 2015, 2014 and 2013, unit-based compensation expense of $460,000 , $1,789,000 and $948,000 , respectively, was recorded in general and administrative expense in the consolidated statements of operations related to these restricted units. The following table presents restricted (non-vested) common, subordinated and class B common units during the years ended December 31, 2015, 2014 and 2013: 2015 Common Units Subordinated Units Restricted (Non ‑ Vested) Units Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Outstanding at the beginning of the period $ $ Vested - service condition Forfeited - service condition Outstanding at the end of period 2014 Class B Common Units Common Units Subordinated Units Restricted (Non ‑ Vested) Units Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Outstanding at the beginning of the period $ — $ — — $ — Granted - service condition — — — — Granted - performance condition — — — — — — Vested - service condition — — — — Vested - performance condition — — — — — — Forfeited - service condition — — — — Forfeited - performance condition — — — — — — Conversion upon IPO Granted - service condition — — — — — — Granted - performance condition — — — — — — Vested - service condition — — Vested - performance condition — — — — — — Forfeited - service condition — — Forfeited - performance condition — — — — — — Outstanding at the end of period — — 8 2013 Restricted (Non-Vested) Common Units Units Weighted Average Grant Date Fair Value Outstanding at the beginning of the period $ Granted - service condition Granted - performance condition — — Vested - service condition Vested - performance condition — — Forfeited - service condition Forfeited - performance condition — — Outstanding at the end of period 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 $561,000 of compensation expense related to non-vested restricted units over a weighted average period of 1. 42 years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014, 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 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 completed the final settlement of the under-delivered product volumes in the third quarter of 2015, which resulted in a charge to operating expenses of $172,000 in the year ended December 31, 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, 2015 and 2014. 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 $5,741,000 , $4,806,000 and $3,299,000 for the years ended December 31, 2015, 2014 and 2013, 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 42 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, 2015 and thereafter are as follows (in thousands): 2016 $ 2017 2018 2019 2020 Thereafter $ |
Reportable Segments
Reportable Segments | 12 Months Ended |
Dec. 31, 2015 | |
Reportable Segments | |
Reportable Segments | 16. Reportable Segments In the fourth quarter of 2015, we reorganized our business segments to match the change in our internal organization and management structure. The segment changes reflect the focus of our chief operating decision maker (“CODM”) and how performance of operations is evaluated and resources are allocated. Therefore, the results of our formerly reported crude oil supply and logistics segment have been combined into our crude oil pipelines and storage segment. As a result of the reorganization, our operations currently consist of three business segments: (i) crude oil pipelines and storage, (ii) refined products terminals and storage and (iii) NGL distribution and sales . Accordingly, we have restated the items of segment information for the years ended December 31, 2014 and 2013 to reflect this new segment adjustment. Our operations are located in the United States and are organized into three reportable segments: crude oil pipelines and storage; 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 148 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 140,000 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. The crude oil pipelines and storage segment also 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 highly prolific drilling areas such as the Eagle Ford shale and the Permian Basin. As described in Note 3, the disposition of the Mid-Continent Business and Bakken Business impacts the crude oil pipelines and storage 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 approximately 21,000 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. Our 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, 2015, 2014 and 2013. Year ended December 31, 2015 2014 2013 (in thousands) External Revenues: Crude oil pipelines and storage $ $ $ Refined products terminals and storage NGL distribution and sales Total revenues $ $ $ Cost of Sales, excluding depreciation and amortization: Crude oil pipelines and storage $ $ $ Refined products terminals and storage NGL distribution and sales Amounts not included in segment Adjusted EBITDA Total cost of sales, excluding depreciation and amortization $ $ $ Operating Expenses: Crude oil pipelines and storage $ $ $ Refined products terminals and storage NGL distribution and sales Amounts not included in segment Adjusted EBITDA Total operating expenses $ $ $ Depreciation and Amortization: Crude oil pipelines and storage $ $ $ Refined products terminals and storage NGLs distribution and sales Corporate and other Total depreciation and amortization $ $ $ Adjusted EBITDA: Crude oil pipelines and storage $ $ $ Refined products terminals and storage NGL distribution and sales Total adjusted EBITDA from reportable segments $ $ $ Capital Expenditures: Crude oil pipelines and storage $ $ $ Refined products terminals and storage NGLs distribution and sales Corporate and other Total capital expenditures $ $ $ A reconciliation of Adjusted EBITDA to net loss from continuing operations is included in the table below. Year ended December 31, 2015 2014 2013 (in thousands) Total adjusted EBITDA from reportable segments $ $ $ Other expenses not allocated to reportable segments Depreciation and amortization Goodwill impairment — — Interest expense Loss on extinguishment of debt — — Income tax expense Loss on disposal of assets, net Unit-based compensation Total loss on commodity derivatives Net cash payments for commodity derivatives settled during the period Early settlement of commodity derivatives (1) — — Corporate overhead support from general partner (2) — — Transaction costs and other Net loss from continuing operations $ $ $ (1) Due to its non-recurring nature, we excluded this transaction in calculating Adjusted EBITDA. (2) Represents expenses incurred by us that were absorbed by our general partner and not passed through to us. Total assets from our reportable segments as of December 31 were as follows: December 31, December 31, 2015 2014 (in thousands) Crude oil pipelines and storage $ $ Refined products terminals and storage NGL distribution and sales Corporate and other Discontinued operations held for sale Total assets $ $ |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions | |
Related Parties | 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, 2015, 2014 and 2013, respectively. In the year ended December 31, 2015, we also performed certain additional services for which we received $228,000 . JP Development had a pipeline transportation business that provides crude oil pipeline transportation services to our discontinued Mid-Continent Business. As a result of utilizing JP Development’s pipeline transportation services during the years ended December 31, 2015, 2014 and 2013, we incurred pipeline tariff fees of $6,023,000 , $8,875,000 and $8,514,000 , respectively, which have been included in net loss from discontinued operations in the consolidated statements of operations. Such amounts were not settled in cash during the years ended December 31, 2013, rather, they were treated as deemed contributions/distributions from/to JP Development, as discussed in Note 1. As of December 31, 2015 and 2014, we had a net receivable from JP Development of $7,933,000 and $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 recovered these amounts in full on February 1, 2016. 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. On March 20, 2014, the Partnership repaid this promissory note in full. As discussed in Note 13, throughout 2013, we issued 88,114 Class C Common Units to JP Development for total net proceeds of $3,128,000 . As discussed in Note 3, on February 1, 2016, we sold certain trucking and marketing assets in the Mid-Continent area to JP Development in connection with JP Development’s sale of its GSPP pipeline assets to a third party. 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 our North Little Rock, Arkansas refined product terminal in November 2012, Truman Arnold Companies (‘TAC”) owns common and subordinated units in us. In addition, Mr. Greg Arnold, President and CEO of TAC, is also one of our directors and owns a 5% equity interest in our general partner. Our refined products terminals and storage segment sold refined products to TAC during 2014 and 2013. For the years ended December 31, 2014 and 2013, our revenue from TAC was $8,952,000 , and $14,473,000 , respectively. Our NGL distribution and sales segment also purchases refined products from TAC. In 2015 and 2014, we paid $1,124,000 and $1,964,000 for refined product purchases from TAC, which is included in cost of sales in the consolidated statements of operations. As of December 31, 2015 and 2014, we had amounts due from TAC of $40,000 and $38,000 , respectively, which is included in receivables from related parties in the consolidated balance sheets. Through April of 2015 and during all of 2014 and 2013, we entered into transactions with CAMS Bluewire, an entity in which Arclight holds a non-controlling interest. CAMS Bluewire provides IT support for us. For the years ended December 31, 2015, 2014 and 2013, we paid $132,000 , $422,000 and $691,000 , 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 amount due to CAMS Bluewire as of December 31, 2014 was $32,000 . During the third quarter of 2014, we began performing certain management services for Republic Midstream, LLC (“Republic”), an entity owned by ArcLight. We charge a monthly fee of approximately $58,000 for these services. In December 2015, this monthly fee increased to approximately $75,000 . The monthly fee reduced general and administrative expenses in the consolidated statements of operations by $712,000 and $297,000 for the years ended December 31, 2015 and 2014, respectively. During the second quarter of 2015, we began performing crude transportation and marketing services for Republic. We charged $3,049,000 for the year ended December 31, 2015, for these services which is included in gathering, transportation and storage fees – related parties and crude oil sales – related parties on the consolidated statements of operations. As of December 31, 2015 and 2014, we had a receivable balance due from Republic of $646,000 and $297,000 , respectively, which is included in receivables from related parties in the consolidated balance sheets. In the first quarter of 2015, certain executive bonuses related to the year ended December 31, 2014 were paid on our behalf by ArcLight. In addition, ArcLight reimbursed us for expenses we incurred for the year ended December 31, 2015. The total amounts paid on our behalf or reimbursed to us were $2,568,000 for the year ended December 31, 2015, and were treated as deemed contributions from ArcLight. In addition, during the year ended December 31, 2015, our general partner agreed to absorb $5,500,000 of corporate overhead expenses incurred by us and not pass such expense through to us. 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, 2015 and 2014, we had a receivable balance due from GP II of $4,000 and $2,205,000 , respectively, as a result of the timing of payroll funding, which is included in receivables from related parties in the consolidated balance sheet. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data | 18. Selected Quarterly Financial Data (unaudited) Selected financial data by quarter is set forth in the table below: Quarter Ended March 31, June 30, September 30, December 31, (in thousands, except per unit data) 2015 Total revenue $ $ $ $ Operating income (loss) Income (loss) from continuing operations Income (loss) from discontinued operations Net income (loss) Basic and diluted income (loss) from continuing operations per common unit Basic and diluted income (loss) from continuing operations per subordinated unit Basic and diluted income (loss) per common unit Basic and diluted income (loss) per subordinated unit 2014 Total revenue $ $ $ $ Operating loss Loss from continuing operations Income (loss) from discontinued operations Net loss Basic and diluted loss from continuing operations per common and subordinated unit — — — Basic and diluted loss per common and subordinated unit — — — |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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. Reclassification . |
Reclassification | Reclassification . Certain previously reported amounts have been reclassified to conform to the current year presentation. For the years ended December 31, 2014 and 2013, we reclassified $9,911,000 and $1,687,000 , respectively, from gathering, transportation and storage fees to crude oil sales to conform to the current year presentation. |
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 at December 31, 2014, included 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 $1,217,000 and $1,134,000 as of December 31, 2015 and 2014, respectively. Bad debt expense for the years ended December 31, 2015, 2014 and 2013 was $1,212,000 , $820,000 and $855,000 , 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 $1,239,000 and $1,044,000, and insurance claim receivables, which totaled $115,000 and $965,000 as of December 31, 2015 and 2014, 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 years ended December 31, 2015, 2014 and 2013. 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. |
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 - years Leasehold improvements Various* Transportation equipment - years Propane tanks and cylinders - years Bulk storage tanks years Pipelines years Office furniture and fixtures - years Other equipment - 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). For assets held for sale, we compare the fair value of the disposal group to its carrying value. Under the assets held for sale criteria, the order of impairment is based on (i) testing other assets, such as accounts receivable, inventory and indefinite-lived intangible assets, for impairment (ii) testing goodwill for impairment and (iii) testing the long-lived asset group for impairment. In connection with the sale of our Mid-Continent Business (defined in Note 3 and classified as held for sale at December 31, 2015), we recorded an impairment charge of $4,970,000 during the year ended December 31, 2015 related to long-lived assets, which is classified in net loss from discontinued operations in the consolidated statements of operations. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets. We apply Accounting Standards Codification ("ASC") 805, " Business Combinations ," and ASC 350, " Intangibles—Goodwill and Other ," to account for goodwill. In accordance with these standards, g oodwill is not amortized but is tested for impairment at least annually, or more frequently whenever a triggering event or change in circumstances occurs at the reporting unit level. A reporting unit is the operating segment, or business one level below the operating segment if discrete financial information is prepared and regularly reviewed by segment management. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether further impairment testing is necessary. Impairment is indicated when the carrying amount of a reporting unit exceeds its fair value. To estimate the fair value of the reporting units, we make estimates and judgments about future cash flows, as well as revenues, cost of sales, operating expenses, capital expenditures and net working capital based on assumptions that are consistent with our most recent forecast. At the time it is determined that an impairment has occurred, the carrying value of the goodwill is written down to its fair value. In 2015, we recognized impairment charges of $23,574,000 and $6,322,000 related to the goodwill in our crude oil supply and logistics reporting unit within our crude oil pipelines and storage segment and JP Liquids reporting unit within our NGL distribution and sales segment, respectively, primarily due to the substantial decline in commodity prices in 2015 and the resulting decline in margin as well as volume in those reporting units. We also recorded an additional goodwill impairment charge of $7,939,000 triggered by the disposition of our Mid-Continent Business. The $7,939,000 of goodwill was allocated to the Mid-Continent Business based on the relative fair value of the Mid-Continent Business and the portion of the reporting unit that was retained by us. No provision for impairment of goodwill was recorded during 2014 or 2013. During the second quarter of 2014, immediately prior to the sale of the Bakken Business (defined in Note 3) within the crude oil 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 us. 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 related to our revolving credit agreement (see Note 11) are deferred and are recorded net of accumulated amortization in the consolidated balance sheets as deferred financing costs, and totaled $2,809,000 and $3,712,000 at December 31, 2015 and 2014, 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 of deferred financing costs associated with the extinguishment of debt during the year ended December 31, 2014 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 $909,000 , $906,000 and $1,103,000 for the years ended December 31, 2015, 2014 and 2013, 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. We enter into outright purchase and sales contracts as well as buy/sell contracts with counterparties, under which contracts we gather and transport different types of crude oil and eventually sell the 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. 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. 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 2015 2014 2013 (in thousands) Customer A Crude oil pipelines and storage, NGLs distribution and sales * Customer B Crude oil pipelines and storage, Refined products terminals and storage * * 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 the 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, 2015, 2014 and 2013, comprehensive loss was equal to net loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements . In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . ASU 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; Eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. This standard does not allow for early adoption except related to credit risk adjustment in other comprehensive income. The adoption of ASU 2016-01 is not expected to have a material impact on our consolidated financial statements and related disclosures. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. This ASU is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early application permitted and, upon adoption, may be applied either prospectively or retrospectively. We early adopted, retrospectively, ASU 2015-17. There is no impact from the adoption of this ASU as our deferred taxes are already presented under the non-current classification for all periods presented. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) . ASU 2015-16 changes how the acquirer recognizes adjustments to the provisional amounts of a business combination that are identified during the measurement period from a retrospective application of all affected financial periods to be recorded in the reporting period in which the adjustment amounts are determined. Additionally, the company needs to disclose, of the amounts recorded in current periods, what amounts would have been reported in previous periods if the adjustments had been recognized at the acquisition date. ASU 2015-16 is effective for interim and annual periods beginning after December 15, 2015. Early adoption of this ASU is permitted. The adoption of ASU 2015-16 is not expected to have a material impact on our consolidated financial statements and related disclosures. In August 2015, the FASB issued ASU No. 2015-15, Interest—Imputation of Interest (Subtopic 835-30) . ASU 2015-15 provides SEC Staff guidance to ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost , as it relates to debt issuance cost associated with line-of-credit arrangements. The SEC staff recognized that ASU 2015-03 did not address presentation or subsequent measurement of debt issuances cost related to line-of-credit arrangements and noted that the SEC Staff wouldn’t object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratable over the term of the line-of-credit arrangement regardless of whether there are any outstanding borrowings of the line-of credit arrangement. ASU 2015-15 was adopted in the third quarter of 2015 with ASU 2015-03 and the adoption did not have a material impact on our consolidated financial statements and related disclosures. In July 2015, the FASB issued ASU No. 2015-11 , Inventory (Topic 330): Simplifying the Measurement of Inventory . ASU 2015-11 changes the measurement principle for inventory measured using any method other than LIFO or the retail inventory method from the lower of cost or market to lower of cost and net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. Early adoption of this ASU is permitted. We are currently evaluating the potential impact this standard will have on our consolidated financial statements and related disclosures. In April 2015, the FASB issued ASU No. 2015-06, Earnings per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions . ASU 2015-06 provides guidance on calculating and reporting historical earnings per unit under the two-class method following dropdown transactions between entities under common control. Under ASU 2015-06, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. Additionally, the previously reported earnings per unit of the limited partners for periods before the date of the dropdown transaction would not change as a result of the dropdown transaction. ASU 2015-06 is effective for interim and annual periods beginning after December 15, 2015, and should be applied retrospectively for all financial statements presented. Early adoption of this ASU is permitted. We adopted ASU 2015-06 in the second quarter of 2015 and the adoption did not have a material impact on our consolidated financial statements and related disclosures. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Cost . ASU 2015-03 changes the requirements for presenting debt issuance costs and requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this amendment. ASU 2015-03 is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. We adopted ASU 2015-03 in the third quarter of 2015 and the adoption did not have a material impact on our consolidated financial statements and related disclosures. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . ASU 2015-02 provides amended guidance on the consolidation evaluation for reporting entities that are required to evaluate whether they should consolidate certain legal entities, including limited partnerships. ASU 2015-02 is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. The adoption of ASU 2015-02 is not expected to have a material impact on our consolidated financial statements and related disclosures. In June 2014, the FASB issued 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 or disclosures. 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 potential impact this standard will have on our consolidated financial statements and related disclosures. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Estimated useful lives of property, plant and equipment | Buildings - years Leasehold improvements Various* Transportation equipment - years Propane tanks and cylinders - years Bulk storage tanks years Pipelines years Office furniture and fixtures - years Other equipment - years * Depreciated over the shorter of the life of the leasehold improvement or the lease term. |
Revenues from transactions with an external customer amounting to 10% or more of revenue | Year Ended December 31, Customer Reportable Segment 2015 2014 2013 (in thousands) Customer A Crude oil pipelines and storage, NGLs distribution and sales * Customer B Crude oil pipelines and storage, Refined products terminals and storage * * Revenues are less than 10% of the total revenues during the period. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Mid-Continent Business | |
Summary of selected financial information related to discontinued operations | Consolidated Statements of Operations The discontinued operations of the Mid-Continent Business are summarized below: Year Ended December 31, 2015 2014 2013 (in thousands, except unit and per unit data) REVENUES Crude oil sales $ $ $ Gathering, transportation and storage fees Other revenues Total revenues COSTS AND EXPENSES Cost of sales, excluding depreciation and amortization Operating expense General and administrative Impairment of goodwill and assets held for sale — — Depreciation and amortization Loss on disposal of assets, net — Total costs and expenses OPERATING INCOME (LOSS) OTHER INCOME (EXPENSE) Interest expense Loss on extinguishment of debt — — — Other income, net INCOME (LOSS) FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES Income tax (expense) benefit — — — NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF INCOME TAX $ $ $ Consolidated Balance Sheets The current and non-current assets and liabilities of the Mid-Continent Business are as follows: December 31, December 31, 2015 2014 (in thousands) ASSETS Current assets Inventory $ $ Prepaid expenses and other current assets — Total Current assets of discontinued operations held for sale Non-current assets Property, plant and equipment, net Goodwill — Intangible assets, net Deferred financing costs and other assets, net Total Non-current assets of discontinued operations held for sale Total Assets of discontinued operations held for sale $ $ LIABILITIES Current liabilities Accrued liabilities $ $ — Total Current liabilities of discontinued operations held for sale $ $ — The following table summarizes other selected financial information related to the Mid-Continent Business. Year Ended December 31, 2015 2014 2013 (in thousands) Depreciation $ $ $ Amortization Capital expenditures Other operating noncash items related to discontinued operations: Impairment on goodwill and assets held for sale $ $ — $ — Derivative valuation changes — — Loss on disposal of assets — Non-cash inventory LCM adjustments — — Investing noncash items related to discontinued operations: Accrued capital expenditures $ — $ $ — |
Bakken Business | |
Summary of selected financial information related to discontinued operations | Year Ended December 31, 2014 2013 (in thousands) Revenues from discontinued operations $ $ Net loss of discontinued operations, including loss on disposal of $7,288 in 2014 |
Net Loss Per Unit (Tables)
Net Loss Per Unit (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Net Loss Per Unit | |
Schedule of basic and diluted net loss per unit | Year ended December 31, 2015 Common Units Subordinated Units Total (in thousands except for unit and per unit data) Net loss from continuing operations attributable to the limited partners: Distribution declared $ $ $ Distributions in excess of net income Net loss from continuing operations attributable to the limited partners $ $ $ Net loss from discontinued operations attributable to the limited partners Net loss attributable to the limited partners $ $ $ Weighted average units outstanding: Basic Net loss per unit: Basic and diluted from continuing operations $ $ Basic and diluted from discontinued operations $ $ Basic and diluted total $ $ Year ended December 31, 2014 Common Units Subordinated Units Total (in thousands except for unit and per unit data) Net loss from continuing operations attributable to the limited partners: Distribution declared $ $ $ Distributions in excess of net income Net loss from continuing operations attributable to the limited partners $ $ $ Net income from discontinued operations attributable to the limited partners Net loss attributable to the limited partners $ $ $ Weighted average units outstanding: Basic Net income (loss) per unit: Basic and diluted from continuing operations $ $ Basic and diluted from discontinued operations $ $ Basic and diluted total $ $ |
Schedule of antidilutive securities excluded from computation of diluted earnings per unit | Phantom units |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions | |
Pro Forma Information | Year ended December 31, 2013 (in thousands) (unaudited) Pro forma consolidated revenue from continuing operations $ Pro forma consolidated net loss from continuing operations $ |
Southern Propane Member | |
Acquisitions | |
Schedule of purchase price allocation | The following table represents our allocation of the total purchase price of this acquisition to the assets acquired (in thousands): Accounts receivable $ Inventory Total current assets Property, plant and equipment Intangible assets: Customer relationships Noncompete agreements Trade names Total identifiable net assets acquired Goodwill Net assets acquired $ |
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 $ Accounts receivable Inventory Short-term prepaid asset Total current assets Property, plant and equipment Long-term prepaid asset Intangible assets: Customer relationships Total assets acquired Total liabilities assumed Total identifiable net assets acquired Goodwill Net assets acquired $ |
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 $ Inventory Total current assets Property, plant and equipment Intangible assets: Trade names and trademarks Customer relationships Noncompete agreements Total assets acquired Total liabilities assumed Total identifiable net assets acquired Goodwill Net assets acquired $ |
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) $ August 30, 2013 Alexander Oil Field Service, Inc. October 11, 2013 Highway Pipeline, Inc. |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory | |
Schedule of inventory | December 31, 2015 2014 (in thousands) Crude Oil $ $ NGLs Refined Products Materials, supplies and equipment Total inventory $ $ |
Property, Plant and Equipment32
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment, net | |
Schedule of property, plant and equipment, net | December 31, 2015 2014 (in thousands) Land $ $ Buildings and improvements Transportation equipment Storage and propane tanks Pipelines and linefill Office furniture and fixtures Other equipment Construction-in-progress Total property, plant and equipment Less: accumulated depreciation Property, plant and equipment, net $ $ |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets | |
Schedule of intangible assets | December 31, 2015 Gross Net carrying Accumulated carrying amount amortization amount (in thousands) Customer relationships $ $ $ Noncompete agreements Trade names Customer contract Other Total $ $ $ December 31, 2014 Gross Net carrying Accumulated carrying amount amortization amount (in thousands) Customer relationships $ $ $ Noncompete agreements Trade names Customer contract Other Total $ $ $ |
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): 2016 $ 2017 2018 2019 2020 Thereafter Total $ |
Schedule of goodwill activity | Refined Crude oil products NGL pipelines and terminals and distribution storage storage and sales Total (in thousands) Balance at January 1, 2014 $ $ $ $ Disposals — — Balance at December 31, 2014 Goodwill acquired during the year — — Goodwill impairment — Balance at December 31, 2015 $ $ $ $ |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities | |
Schedule of accrued liabilities | December 31, 2015 2014 (in thousands) Taxes payable $ $ Accrued payroll and employee benefits Accrued professional fees Royalties payable Short-term derivative liabilities Other Total accrued liabilities $ $ |
Capital Leases and Other Shor35
Capital Leases and Other Short-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Capital Leases and Other Short-Term Debt | |
Schedule of assets held under capital lease agreements | December 31, 2015 2014 (in thousands) Buildings and improvements $ $ Transportation equipment Office furniture and equipment Other equipment Less: Accumulated depreciation Assets under capital lease, net $ $ |
Scheduled principal repayments of capital lease obligations | Scheduled repayments of capital lease obligations are as follows (in thousands): Years ending December 31, 2016 $ 2017 2018 2019 2020 Thereafter Less: amounts representing interest Total obligations under capital leases Less: current portion Long-term capital lease obligation $ |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt | |
Schedule of long-term debt | December 31, 2015 2014 (in thousands) Bank of America revolving loan $ $ HBH note payable Non-compete notes payable Total long-term debt $ $ Less: Current maturities Total long-term debt, net of current maturities $ $ |
Scheduled principal repayments of long-term 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): 2016 $ 2017 2018 — 2019 2020 — Thereafter — Total $ |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of fair values of derivative contracts included in the condensed consolidated balance sheets | Asset Derivatives Liability Derivatives December 31, December 31, December 31, December 31, Balance Sheet Location 2015 2014 2015 2014 (in thousands) Commodity swaps Prepaid expenses and other current assets $ $ — $ — $ — Commodity swaps Accrued liabilities — — Commodity swaps Other long-term liabilities — — Interest rate swaps Accrued Liabilities — — — |
Schedule presents the fair value of recognized current derivative assets and liabilities on a gross basis and amounts offset in the condensed consolidated balance sheet that are subject to enforceable master netting arrangements | As of December 31, 2015 Gross Amount Recognized Gross Amounts Offset Net Amounts Presented in the Balance Sheet Financial Collateral Net Amount (in thousands) Derivative Assets: Derivative contracts - current $ $ $ — $ — $ — Derivative contracts - noncurrent — — — — — Derivative Liabilities: Derivative contracts - current $ $ $ $ — $ Derivative contracts - noncurrent — — |
Summary of amounts recognized with respect to derivative instruments within the condensed consolidated statements of operations | Location of Gain (Loss) Recognized in Amount of Gain/(Loss) Recognized in Income on Derivatives Income on Derivatives December 31, 2015 December 31, 2014 December 31, 2013 (in thousands) Commodity derivatives (swaps) Cost of sales Interest rate swaps Interest expense |
Commodity swap contracts | |
Schedule of notional values of outstanding derivatives | December 31, 2015 December 31, 2014 Notional Volume Maturity Notional Volume Maturity Fixed Price Swaps : Propane (Gallons) 8,614,631 Jan 2016 - July 2017 27,958,302 Jan 2015 - Dec 2016 Crude Oil (Barrels) (93,000) Jan 2016 — — |
Partners' Capital (Tables)
Partners' Capital (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Partners' Capital | |
Schedule of distributions paid to existing unit holders | Cash Distribution Distribution Date (per unit) February 2013 $ July 2013 August 2013 February 2015 (1) May 2015 August 2015 November 2015 |
Schedule of inputs used to estimate fair value of the Class B and Class C common units | December 31, 2013 April 19, 2013 WACC % - % % - % Market multiple - times - times |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Phantom Share Units (PSUs) | |
Unit-Based Compensation | |
Summary of restricted (non vested) common units | Phantom Units Units Weighted Average Grant Date Fair Value Outstanding at the beginning of the period — $ — Service condition grants Vested service condition Forfeited service condition Outstanding at the end of period |
Restricted Stock Units (RSUs) | |
Unit-Based Compensation | |
Summary of restricted (non vested) common units | 2015 Common Units Subordinated Units Restricted (Non ‑ Vested) Units Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Outstanding at the beginning of the period $ $ Vested - service condition Forfeited - service condition Outstanding at the end of period 2014 Class B Common Units Common Units Subordinated Units Restricted (Non ‑ Vested) Units Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Outstanding at the beginning of the period $ — $ — — $ — Granted - service condition — — — — Granted - performance condition — — — — — — Vested - service condition — — — — Vested - performance condition — — — — — — Forfeited - service condition — — — — Forfeited - performance condition — — — — — — Conversion upon IPO Granted - service condition — — — — — — Granted - performance condition — — — — — — Vested - service condition — — Vested - performance condition — — — — — — Forfeited - service condition — — Forfeited - performance condition — — — — — — Outstanding at the end of period — — 8 2013 Restricted (Non-Vested) Common Units Units Weighted Average Grant Date Fair Value Outstanding at the beginning of the period $ Granted - service condition Granted - performance condition — — Vested - service condition Vested - performance condition — — Forfeited - service condition Forfeited - performance condition — — Outstanding at the end of period |
Commitments and Contingencies (
Commitments and Contingencies (Table) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Minimum future payments under non-cancelable operating leases as of December 31, 2015 and thereafter are as follows (in thousands): 2016 $ 2017 2018 2019 2020 Thereafter $ |
Reportable Segments (Tables)
Reportable Segments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Reportable Segments | |
Schedule of financial data for each reportable segment | Year ended December 31, 2015 2014 2013 (in thousands) External Revenues: Crude oil pipelines and storage $ $ $ Refined products terminals and storage NGL distribution and sales Total revenues $ $ $ Cost of Sales, excluding depreciation and amortization: Crude oil pipelines and storage $ $ $ Refined products terminals and storage NGL distribution and sales Amounts not included in segment Adjusted EBITDA Total cost of sales, excluding depreciation and amortization $ $ $ Operating Expenses: Crude oil pipelines and storage $ $ $ Refined products terminals and storage NGL distribution and sales Amounts not included in segment Adjusted EBITDA Total operating expenses $ $ $ Depreciation and Amortization: Crude oil pipelines and storage $ $ $ Refined products terminals and storage NGLs distribution and sales Corporate and other Total depreciation and amortization $ $ $ Adjusted EBITDA: Crude oil pipelines and storage $ $ $ Refined products terminals and storage NGL distribution and sales Total adjusted EBITDA from reportable segments $ $ $ Capital Expenditures: Crude oil pipelines and storage $ $ $ Refined products terminals and storage NGLs distribution and sales Corporate and other Total capital expenditures $ $ $ |
Schedule of reconciliation of total Adjusted EBITDA from reportable segments to net income (loss) from continuing operations | Year ended December 31, 2015 2014 2013 (in thousands) Total adjusted EBITDA from reportable segments $ $ $ Other expenses not allocated to reportable segments Depreciation and amortization Goodwill impairment — — Interest expense Loss on extinguishment of debt — — Income tax expense Loss on disposal of assets, net Unit-based compensation Total loss on commodity derivatives Net cash payments for commodity derivatives settled during the period Early settlement of commodity derivatives (1) — — Corporate overhead support from general partner (2) — — Transaction costs and other Net loss from continuing operations $ $ $ (1) Due to its non-recurring nature, we excluded this transaction in calculating Adjusted EBITDA. (2) Represents expenses incurred by us that were absorbed by our general partner and not passed through to us. |
Schedule of total assets from reportable segments | December 31, December 31, 2015 2014 (in thousands) Crude oil pipelines and storage $ $ Refined products terminals and storage NGL distribution and sales Corporate and other Discontinued operations held for sale Total assets $ $ |
Selected Quarterly Financial 42
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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) 2015 Total revenue $ $ $ $ Operating income (loss) Income (loss) from continuing operations Income (loss) from discontinued operations Net income (loss) Basic and diluted income (loss) from continuing operations per common unit Basic and diluted income (loss) from continuing operations per subordinated unit Basic and diluted income (loss) per common unit Basic and diluted income (loss) per subordinated unit 2014 Total revenue $ $ $ $ Operating loss Loss from continuing operations Income (loss) from discontinued operations Net loss Basic and diluted loss from continuing operations per common and subordinated unit — — — Basic and diluted loss per common and subordinated unit — — — |
Business and Basis of Present43
Business and Basis of Presentation (Details) - USD ($) $ in Millions | 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 | $ 319.1 | |
Cash price | 52 | |
Common Control Acquisition | JP Development | General Partner | ||
Business and Basis of Presentation | ||
Deemed distribution | $ 12.7 | |
Common Control Acquisition | JP Development | Class A Common Unit | Limited | ||
Business and Basis of Presentation | ||
Units issued | 12,561,934 |
Business and Basis of Present44
Business and Basis of Presentation (IPO) (Details) | Oct. 07, 2014USD ($)$ / sharesshares | Oct. 07, 2014USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) |
Business and Basis of Presentation | |||||
Distribution of accounts receivable | $ 92,100,000 | ||||
Units of ownership interest in partnership | shares | 18,465,320 | 18,209,519 | |||
Number of general partner units recharacterized as non-economic general partner interest | shares | 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 | $ 375,000 | 4,870,000 | $ 4,152,000 | ||
Increase (decrease) in working capital of the Partnership | 17,100,000 | ||||
Amount borrowed in order to replenish working capital | $ 130,000,000 | $ 390,800,000 | $ 32,300,000 | ||
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 | ||||
Lonestar | |||||
Business and Basis of Presentation | |||||
Distribution of accounts receivable | $ 72,500,000 | ||||
TAC | |||||
Business and Basis of Presentation | |||||
Distribution of accounts receivable | 6,000,000 | ||||
JP Development | |||||
Business and Basis of Presentation | |||||
Distribution of accounts receivable | $ 3,300,000 | ||||
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 | |||||
Number of common units issued to the public | shares | 13,750,000 | 13,750,000 | |||
Per unit price of common units issued to the public | $ / shares | $ 20 | ||||
Percentage of ownership interest in partnership | 37.70% | 37.70% | |||
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 | shares | 22,677,004 | ||||
Conversion of units (in units) | shares | (18,213,502) | ||||
Percentage of ownership interest in partnership | 19.70% | 80.30% | |||
Units of ownership interest in partnership | shares | 4,463,502 | 4,463,502 | |||
Prior to the closing of the IPO | Subordinated | |||||
Business and Basis of Presentation | |||||
Conversion of units (in units) | shares | 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) | shares | (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) | shares | 4,463,502 | ||||
Percentage of ownership interest in partnership | 12.30% |
Summary of Significant Accoun45
Summary of Significant Accounting Policies (Reclassification) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounts Receivable | |||
Accounts receivable, allowance for doubtful accounts | $ 1,217,000 | $ 1,134,000 | |
Bad debt expense | 1,212,000 | 820,000 | $ 855,000 |
Prepaid Expenses and Other Current Assets | |||
Prepaid insurance premiums | 1,239,000 | 1,044,000 | |
Insurance claim receivables | $ 115,000 | 965,000 | |
Crude oil pipelines and storage | |||
Reclassification | |||
Crude Oil Sales Revenue Reclassified From Gathering Transportation And Storage Fees | $ 9,911,000 | $ 1,687,000 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies (PP&E) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Buildings | Minimum | |
Property, Plant and Equipment, net | |
Estimated useful lives | 20 years |
Buildings | Maximum | |
Property, Plant and Equipment, net | |
Estimated useful lives | 30 years |
Transportation equipment | Minimum | |
Property, Plant and Equipment, net | |
Estimated useful lives | 5 years |
Transportation equipment | Maximum | |
Property, Plant and Equipment, net | |
Estimated useful lives | 15 years |
Propane tanks and cylinders | Minimum | |
Property, Plant and Equipment, net | |
Estimated useful lives | 3 years |
Propane tanks and cylinders | Maximum | |
Property, Plant and Equipment, net | |
Estimated useful lives | 25 years |
Bulk storage tanks | Maximum | |
Property, Plant and Equipment, net | |
Estimated useful lives | 20 years |
Pipelines and linefill | Maximum | |
Property, Plant and Equipment, net | |
Estimated useful lives | 20 years |
Office furniture and fixtures | Minimum | |
Property, Plant and Equipment, net | |
Estimated useful lives | 5 years |
Office furniture and fixtures | Maximum | |
Property, Plant and Equipment, net | |
Estimated useful lives | 10 years |
Other equipment | Minimum | |
Property, Plant and Equipment, net | |
Estimated useful lives | 3 years |
Other equipment | Maximum | |
Property, Plant and Equipment, net | |
Estimated useful lives | 31 years |
Summary of Significant Accoun47
Summary of Significant Accounting Policies (Long-lived Assets) (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Held-for-sale | Mid-Continent Business | |
Impairment of Long-Lived Assets | |
Asset impairment | $ 4,970,000 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies (Goodwill and Other Intangibles) (Details) - USD ($) | 12 Months Ended | 24 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Goodwill | |||||
Impairment loss | $ 29,896,000 | $ 0 | |||
Goodwill allocated to discontinued operations | 216,692,000 | $ 240,782,000 | 240,782,000 | $ 242,766,000 | |
Goodwill written off | 1,984,000 | ||||
NGL distribution and sales | JP Liquids | |||||
Goodwill | |||||
Impairment loss | 6,322,000 | ||||
Crude oil pipelines and storage | |||||
Goodwill | |||||
Impairment loss | 23,574,000 | ||||
Goodwill allocated to discontinued operations | 124,710,000 | 148,284,000 | $ 148,284,000 | $ 150,268,000 | |
Goodwill written off | 1,984,000 | ||||
Crude oil pipelines and storage | Crude Oil Supply and Logistics | |||||
Goodwill | |||||
Impairment loss | 23,574,000 | ||||
Held-for-sale | Mid-Continent Business | |||||
Goodwill | |||||
Impairment loss | 7,939,000 | ||||
Goodwill allocated to discontinued operations | $ 7,939,000 | ||||
Disposed of by Sale | Bakken Business | |||||
Goodwill | |||||
Goodwill allocated to discontinued operations | $ 1,984,000 | ||||
Goodwill written off | $ 1,984,000 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies (Deferred Financing Costs) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Financing Costs | |||
Debt issuance costs, net | $ 2,809,000 | $ 3,712,000 | |
Loss on extinguishment of debt | 1,634,000 | ||
Amortization of deferred financing costs | $ 909,000 | $ 906,000 | $ 1,103,000 |
Summary of Significant Accoun50
Summary of Significant Accounting Policies (Revenue Recognition) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Concentration Risk | |||||||||||
Revenues | $ 153,205 | $ 154,641 | $ 199,448 | $ 173,291 | $ 206,266 | $ 213,922 | $ 175,008 | $ 130,958 | $ 680,585 | $ 726,154 | $ 390,869 |
Refined products terminals and storage | |||||||||||
Concentration Risk | |||||||||||
Revenues | $ 23,227 | 23,287 | 24,011 | ||||||||
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 | Sales Revenue | Customer Concentration Risk | |||||||||||
Concentration Risk | |||||||||||
Revenues | $ 252,969 | 164,115 | |||||||||
Operating segment | Crude oil supply and logistics | Customer B | Sales Revenue | Customer Concentration Risk | |||||||||||
Concentration Risk | |||||||||||
Revenues | $ 90,923 | $ 48,544 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | Feb. 01, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Discontinued operations | |||||
Loss on sale | $ 7,288,000 | ||||
Goodwill allocated to discontinued operations | $ 216,692,000 | 240,782,000 | $ 240,782,000 | $ 242,766,000 | |
Goodwill allocated to discontinued operations | $ 1,984,000 | ||||
Impairment loss | 29,896,000 | $ 0 | |||
Mid-Continent Business | Held-for-sale | |||||
Discontinued operations | |||||
Goodwill allocated to discontinued operations | 7,939,000 | ||||
Impairment loss | $ 7,939,000 | ||||
Mid-Continent Business | Disposed of by Sale | |||||
Discontinued operations | |||||
Sales Price | $ 9,685,000 | ||||
Forecast | Mid-Continent Business | Disposed of by Sale | |||||
Discontinued operations | |||||
Loss on sale | $ 12,909,000 |
Discontinued Operations (Income
Discontinued Operations (Income Statement) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
OTHER INCOME (EXPENSE) | |||||||||||
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF INCOME TAX | $ (13,839) | $ (1,247) | $ 542 | $ (407) | $ (491) | $ 800 | $ (9,471) | $ (113) | $ (14,951) | $ (9,275) | $ 13,975 |
Mid-Continent Business | Held-for-sale | |||||||||||
REVENUES | |||||||||||
Crude oil sales | 429,716 | 967,359 | 1,711,036 | ||||||||
Gathering, transportation and storage fees | 16 | 31 | 204 | ||||||||
Other revenues | 52 | 90 | 124 | ||||||||
Total revenues | 429,784 | 967,480 | 1,711,364 | ||||||||
COSTS AND EXPENSES | |||||||||||
Cost of sales, excluding depreciation and amortization | 426,886 | 961,428 | 1,687,827 | ||||||||
Operating expense | 1,402 | 1,930 | 4,197 | ||||||||
General and administrative | 867 | 936 | 996 | ||||||||
Impairment of goodwill and assets held for sale | 12,909 | ||||||||||
Depreciation and amortization | 2,281 | 2,258 | 2,358 | ||||||||
Loss on disposal of assets, net | 119 | 229 | |||||||||
Total costs and expenses | 444,464 | 966,781 | 1,695,378 | ||||||||
OPERATING INCOME (LOSS) | (14,680) | 699 | 15,986 | ||||||||
OTHER INCOME (EXPENSE) | |||||||||||
Interest expense | (296) | (412) | (830) | ||||||||
Other income, net | 25 | 46 | 1 | ||||||||
INCOME (LOSS) FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES | (14,951) | 333 | 15,157 | ||||||||
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF INCOME TAX | $ (14,951) | $ 333 | $ 15,157 |
Discontinued Operations (Balanc
Discontinued Operations (Balance Sheet) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Total Current assets of discontinued operations held for sale | $ 2,730 | $ 15,149 |
Non-current assets | ||
Total Non-current assets of discontinued operations held for sale | 6,644 | 21,721 |
Current liabilities | ||
Total Current liabilities of discontinued operations held for sale | 640 | |
Mid-Continent Business | Held-for-sale | ||
Current assets | ||
Inventory | 2,692 | 15,149 |
Prepaid expenses and other current assets | 38 | |
Total Current assets of discontinued operations held for sale | 2,730 | 15,149 |
Non-current assets | ||
Property, plant and equipment, net | 5,203 | 10,458 |
Goodwill | 7,939 | |
Intangible assets, net | 1,138 | 2,981 |
Deferred financing costs and other assets, net | 303 | 343 |
Total Non-current assets of discontinued operations held for sale | 6,644 | 21,721 |
Total Assets of discontinued operations held for sale | 9,374 | $ 36,870 |
Current liabilities | ||
Accrued liabilities | 640 | |
Total Current liabilities of discontinued operations held for sale | $ 640 |
Discontinued Operations (Additi
Discontinued Operations (Additional Disclosures) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Investing noncash items related to discontinued operations | |||
Accrued capital expenditures | $ 12,475 | $ 52,000 | |
Capital Expenditures Incurred but Not yet Paid | 3,796 | 3,628 | $ 977 |
Mid-Continent Business | Held-for-sale | |||
Discontinued operations | |||
Depreciation | 1,127 | 1,104 | 1,204 |
Amortization | 1,154 | 1,154 | 1,154 |
Capital expenditures | 637 | 316 | $ 1,327 |
Other operating noncash items related to discontinued operations: | |||
Impairment of goodwill and assets held for sale | 12,909 | ||
Derivative valuation changes | 630 | ||
Loss on disposal of assets | $ 119 | 229 | |
Non-cash inventory LCM adjustments | 222 | ||
Investing noncash items related to discontinued operations | |||
Capital Expenditures Incurred but Not yet Paid | $ 218 |
Discontinued Operations (Bakken
Discontinued Operations (Bakken) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 24 Months Ended | ||
Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Discontinued operations | |||||
Loss on sale | $ 7,288,000 | ||||
Goodwill allocated to discontinued operations | $ 216,692,000 | 240,782,000 | $ 242,766,000 | $ 240,782,000 | |
Goodwill written off | 1,984,000 | ||||
Impairment loss | $ 29,896,000 | $ 0 | |||
Bakken Business | Disposed of by Sale | |||||
Discontinued operations | |||||
Sales Price | $ 9,100,000 | ||||
Loss on sale | 7,288,000 | 7,288,000 | |||
Goodwill allocated to discontinued operations | $ 1,984,000 | ||||
Goodwill written off | 1,984,000 | ||||
Revenues from discontinued operations | 7,865,000 | ||||
Net (loss) gain of discontinued operations, net of taxes, including loss on disposal of $7,288 in 2014 | $ (9,608,000) | ||||
Bakken Business | Held-for-sale | |||||
Discontinued operations | |||||
Revenues from discontinued operations | 19,283,000 | ||||
Net (loss) gain of discontinued operations, net of taxes, including loss on disposal of $7,288 in 2014 | $ (1,182,000) |
Net Loss Per Unit (Details)
Net Loss Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 26, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Net loss per unit | ||||||||
Distribution declared (in dollars per unit) | $ 0.325 | |||||||
Net loss from continuing operations attributable to the limited partners: | ||||||||
Distribution declared | $ 47,743 | $ 11,014 | ||||||
Distribution in excess of net income | (91,448) | (29,964) | ||||||
Net loss from continuing operations allocated to limited partners | (43,705) | (18,950) | ||||||
Net loss from discontinued operations attributable to the limited partners | (14,951) | 334 | ||||||
Net loss attributable to limited partners | $ (58,656) | $ (18,616) | ||||||
Weighted average units outstanding: | ||||||||
Basic (in shares) | 36,525,294 | 36,422,580 | ||||||
Net income (loss) per unit: | ||||||||
Basic and diluted net loss from continuing operations (in dollars per unit) | $ (0.52) | |||||||
Basic and diluted total (in dollars per unit) | $ (0.51) | |||||||
Common | ||||||||
Net loss from continuing operations attributable to the limited partners: | ||||||||
Distribution declared | $ 24,172 | $ 5,523 | ||||||
Distribution in excess of net income | (46,002) | (14,983) | ||||||
Net loss from continuing operations allocated to limited partners | (21,830) | (9,460) | ||||||
Net loss from discontinued operations attributable to the limited partners | (7,521) | 167 | ||||||
Net loss attributable to limited partners | $ (29,351) | $ (9,293) | ||||||
Weighted average units outstanding: | ||||||||
Basic (in shares) | 18,373,594 | 18,212,632 | ||||||
Net income (loss) per unit: | ||||||||
Basic and diluted net loss from continuing operations (in dollars per unit) | $ (0.88) | $ (0.19) | $ (0.15) | $ 0.03 | $ (1.19) | $ (0.52) | ||
Basic and diluted from discontinued operations (in dollars per share) | (0.41) | 0.01 | ||||||
Basic and diluted total (in dollars per unit) | (1.26) | (0.23) | (0.13) | 0.02 | $ (1.60) | $ (0.51) | ||
Subordinated | ||||||||
Net loss from continuing operations attributable to the limited partners: | ||||||||
Distribution declared | $ 23,571 | $ 5,491 | ||||||
Distribution in excess of net income | (45,446) | (14,981) | ||||||
Net loss from continuing operations allocated to limited partners | (21,875) | (9,490) | ||||||
Net loss from discontinued operations attributable to the limited partners | (7,430) | 167 | ||||||
Net loss attributable to limited partners | $ (29,305) | $ (9,323) | ||||||
Weighted average units outstanding: | ||||||||
Basic (in shares) | 18,151,700 | 18,209,948 | ||||||
Net income (loss) per unit: | ||||||||
Basic and diluted net loss from continuing operations (in dollars per unit) | (0.88) | (0.20) | (0.15) | 0.03 | $ (1.20) | $ (0.52) | ||
Basic and diluted from discontinued operations (in dollars per share) | (0.41) | 0.01 | ||||||
Basic and diluted total (in dollars per unit) | $ (1.26) | $ (0.23) | $ (0.14) | $ 0.02 | $ (1.61) | $ (0.51) |
Net Loss Per Unit (Antidilutive
Net Loss Per Unit (Antidilutive) (Details) | 12 Months Ended |
Dec. 31, 2015shares | |
Antidilutive securities excluded from computation of diluted earnings per unit | |
Phantom units | 406,218 |
Acquisitions and Dispositions58
Acquisitions and Dispositions (2015 Acquisitions) (Details) - USD ($) | May. 08, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Goodwill | $ 216,692,000 | $ 216,692,000 | $ 240,782,000 | $ 242,766,000 | |
Southern Propane Member | |||||
Acquisitions | |||||
Total purchase price | $ 16,292,000 | ||||
Consideration - cash payment | 12,475,000 | ||||
Consideration - working capital adjustment | $ 108,000 | ||||
Equity issued as part of acquisition (in units) | 266,951 | ||||
Value of equity issued as part of acquisition | $ 3,442,000 | ||||
Contingent earn-out at fair value | 267,000 | ||||
Maximum contingent earn-out | 1,250,000 | ||||
Decrease in Fair Value of Contingent Consideration Liability | 243,000 | 243,000 | |||
Realized gains due to the changes in fair value of liabilities | 24,000 | ||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Accounts receivable | 932,000 | ||||
Inventory | 24,000 | ||||
Total current assets | 956,000 | ||||
Property, plant and equipment | 2,962,000 | ||||
Total identifiable net assets acquired | 10,486,000 | ||||
Goodwill | 5,806,000 | ||||
Net assets acquired | 16,292,000 | ||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 3,849,000 | ||||
Acquisition - pro forma information | |||||
Revenues attributable to acquiree since acquisition date | 3,849,000 | ||||
Southern Propane Member | Customer relationships | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | $ 6,163,000 | ||||
Intangible assets | |||||
Weighted average useful life | 12 years | ||||
Southern Propane Member | Noncompete agreements | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | $ 292,000 | ||||
Intangible assets | |||||
Weighted average useful life | 5 years | ||||
Southern Propane Member | Trade names | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | $ 113,000 | ||||
Intangible assets | |||||
Weighted average useful life | 1 year | ||||
NGL distribution and sales | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Goodwill | $ 30,819,000 | $ 30,819,000 | $ 31,335,000 | $ 31,335,000 |
Acquisitions and Dispositions59
Acquisitions and Dispositions (2013 Acquisitions) (Details) - USD ($) | Oct. 07, 2013 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Allocation of total purchase price to assets acquired and liabilities assumed | ||||
Goodwill | $ 242,766,000 | $ 216,692,000 | $ 240,782,000 | |
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 | $ 70,580,000 | $ 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 and Dispositions60
Acquisitions and Dispositions (Other 2013 Acquisitions) (Details) | Oct. 11, 2013USD ($) | Aug. 30, 2013USD ($) | Jul. 15, 2013USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($)item |
Allocation of total purchase price to assets acquired and liabilities assumed | |||||||
Goodwill | $ 216,692,000 | $ 240,782,000 | $ 242,766,000 | ||||
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 | ||||||
Realized gains due to the changes in fair value of liabilities | 1,435,000 | ||||||
Realized losses due to changes in fair value of liabilities | 435,000 | ||||||
Number of acquisitions | item | 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 | $ 14,008,000 | 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 | $ 1,280,000 | 790,000 | |||||
Maximum contingent earn-out | $ 1,628,000 | ||||||
Term of earn-out of contingent liability | 2 years | ||||||
Settlement of Contingent Liability | $ 488,000 | ||||||
JP Development | Highway Pipeline, Inc. | |||||||
Acquisitions | |||||||
Total purchase price | $ 16,819,000 | ||||||
Contingent earn-out at fair value | $ 1,055,000 | $ 234,000 | $ 1,367,000 | ||||
Maximum contingent earn-out | $ 3,000,000 | ||||||
Term of earn-out of contingent liability | 3 years |
Acquisitions and Dispositions61
Acquisitions and Dispositions (Pro Forma) (Details) - JP Development $ in Thousands | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Pro forma consolidated revenue | $ 393,837 |
Pro forma consolidated net loss | $ (32,501) |
Acquisitions and Dispositions62
Acquisitions and Dispositions (Disposition) (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations | Nov. 02, 2015USD ($) |
Discontinued operations | |
Disposal Group, Excluding Discontinued Operation, Consideration | $ 1,914,000 |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 1,046,000 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory | ||
Total inventory | $ 4,786 | $ 5,677 |
Crude oil | ||
Inventory | ||
Total inventory | 338 | 162 |
NGLs | ||
Inventory | ||
Total inventory | 2,364 | 3,342 |
Diesel | ||
Inventory | ||
Total inventory | 430 | 445 |
Materials, supplies and equipment | ||
Inventory | ||
Total inventory | $ 1,654 | $ 1,728 |
Property, Plant and Equipment64
Property, Plant and Equipment, net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment, net | |||
Total property, plant and equipment | $ 365,935,000 | $ 301,399,000 | |
Less: accumulated depreciation | (74,481,000) | (49,709,000) | |
Property, Plant and Equipment, Net, Total | 291,454,000 | 251,690,000 | |
Depreciation expenses | 29,391,000 | 23,514,000 | $ 18,779,000 |
Land | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 6,874,000 | 6,874,000 | |
Building and Building Improvements | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 12,561,000 | 12,045,000 | |
Transportation equipment | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 46,582,000 | 39,388,000 | |
Storage And Propane Tanks | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 151,988,000 | 139,721,000 | |
Pipelines and linefill | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 77,295,000 | 54,059,000 | |
Office furniture and fixtures | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 9,701,000 | 8,245,000 | |
Other equipment | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 48,171,000 | 25,892,000 | |
Construction in Progress | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 12,763,000 | 15,175,000 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale | Mid-Continent and Bakken Business | |||
Property, Plant and Equipment, net | |||
Depreciation expenses | $ 1,127,000 | $ 1,685,000 | $ 2,348,000 |
Goodwill and Intangible Asset65
Goodwill and Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Intangible assets | |||
Gross carrying amount | $ 182,550,000 | $ 178,144,000 | |
Accumulated amortization | (48,118,000) | (32,814,000) | |
Net carrying amount | 134,432,000 | 145,330,000 | |
Amortization expense | 17,461,000 | 16,716,000 | $ 12,208,000 |
Customer relationships | |||
Intangible assets | |||
Gross carrying amount | 82,630,000 | 76,466,000 | |
Accumulated amortization | (20,761,000) | (14,275,000) | |
Net carrying amount | 61,869,000 | 62,191,000 | |
Noncompete agreements | |||
Intangible assets | |||
Gross carrying amount | 3,575,000 | 3,728,000 | |
Accumulated amortization | (2,664,000) | (2,283,000) | |
Net carrying amount | 911,000 | 1,445,000 | |
Trade names | |||
Intangible assets | |||
Gross carrying amount | 553,000 | 2,147,000 | |
Accumulated amortization | (139,000) | (583,000) | |
Net carrying amount | 414,000 | 1,564,000 | |
Customer contract | |||
Intangible assets | |||
Gross carrying amount | 95,594,000 | 95,594,000 | |
Accumulated amortization | (24,538,000) | (15,662,000) | |
Net carrying amount | 71,056,000 | 79,932,000 | |
Other | |||
Intangible assets | |||
Gross carrying amount | 198,000 | 209,000 | |
Accumulated amortization | (16,000) | (11,000) | |
Net carrying amount | 182,000 | 198,000 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale | Mid-Continent and Bakken Business | |||
Intangible assets | |||
Amortization expense | 1,154,000 | 2,007,000 | $ 2,860,000 |
Disposed of by Sale | Customer contract | Bakken Business | |||
Intangible assets | |||
Intangible assets, written off | $ 8,060,000 | ||
Held-for-sale | Customer relationships | Mid-Continent Business | |||
Intangible assets | |||
Intangible assets, written off | $ 689,000 |
Goodwill and Intangible Asset66
Goodwill and Intangible Assets (Amortization) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Estimated future amortization expense for amortizable intangible assets | ||
2,016 | $ 16,163 | |
2,017 | 15,754 | |
2,018 | 15,484 | |
2,019 | 13,499 | |
2,020 | 10,790 | |
Thereafter | 62,742 | |
Net carrying amount | $ 134,432 | $ 145,330 |
Goodwill and Intangible Asset67
Goodwill and Intangible Assets (Goodwill) (Details) - USD ($) | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | |
Goodwill activity | |||
Balance at beginning | $ 240,782,000 | $ 242,766,000 | |
Goodwill acquired during the year | 5,806,000 | ||
Goodwill impairment | (29,896,000) | $ 0 | |
Disposals | (1,984,000) | ||
Balance at end | 216,692,000 | 240,782,000 | 240,782,000 |
Crude oil pipelines and storage | |||
Goodwill activity | |||
Balance at beginning | 148,284,000 | 150,268,000 | |
Goodwill impairment | (23,574,000) | ||
Disposals | (1,984,000) | ||
Balance at end | 124,710,000 | 148,284,000 | 148,284,000 |
Refined products terminals and storage | |||
Goodwill activity | |||
Balance at beginning | 61,163,000 | 61,163,000 | |
Balance at end | 61,163,000 | 61,163,000 | 61,163,000 |
NGL distribution and sales | |||
Goodwill activity | |||
Balance at beginning | 31,335,000 | 31,335,000 | |
Goodwill acquired during the year | 5,806,000 | ||
Goodwill impairment | (6,322,000) | ||
Balance at end | 30,819,000 | 31,335,000 | $ 31,335,000 |
Crude Oil Supply and Logistics and JP Liquids | |||
Goodwill activity | |||
Goodwill impairment | (29,896,000) | ||
Crude Oil Supply and Logistics | Crude oil pipelines and storage | |||
Goodwill activity | |||
Goodwill impairment | (23,574,000) | ||
Held-for-sale | Mid-Continent Business | |||
Goodwill activity | |||
Goodwill impairment | (7,939,000) | ||
Balance at end | $ 7,939,000 | ||
Disposed of by Sale | Bakken Business | |||
Goodwill activity | |||
Disposals | (1,984,000) | ||
Decrease in goodwill | $ 1,984,000 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities | ||
Taxes payable | $ 1,204 | $ 1,915 |
Accrued payroll and employee benefits | 4,756 | 8,148 |
Accrued professional fees | 696 | 462 |
Royalties payable | 4,163 | 4,281 |
Short-term derivative liabilities | 358 | 10,157 |
Other | 4,083 | 4,008 |
Total accrued liabilities | $ 15,260 | $ 28,971 |
Capital Leases and Other Shor69
Capital Leases and Other Short-Term Debt (Leases) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Assets under capital lease agreements | ||
Capital Leased Assets, Gross | $ 351 | $ 577 |
Less: Accumulated depreciation | (197) | (254) |
Assets under capital lease, net | 154 | 323 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity | ||
2,016 | 153 | |
2,017 | 116 | |
2,018 | 40 | |
2,019 | 31 | |
2,020 | 22 | |
Thereafter | 11 | |
Capital Leases, Future Minimum Payments Due, Total | 373 | |
Less: amounts representing interest | (137) | |
Total obligations under capital leases | 236 | |
Less: current portion | (107) | |
Long-term capital lease obligation | 129 | |
Building and Building Improvements | ||
Assets under capital lease agreements | ||
Capital Leased Assets, Gross | 16 | 138 |
Transportation equipment | ||
Assets under capital lease agreements | ||
Capital Leased Assets, Gross | 167 | 261 |
Office Furniture and Equipment | ||
Assets under capital lease agreements | ||
Capital Leased Assets, Gross | 133 | 129 |
Other equipment | ||
Assets under capital lease agreements | ||
Capital Leased Assets, Gross | $ 35 | $ 49 |
Capital Leases and Other Shor70
Capital Leases and Other Short-Term Debt (Other Debt) (Details) | Dec. 31, 2014USD ($) |
Bank Overdrafts | |
Other Short-Term Debt | |
Bank overdrafts outstanding | $ 91,000 |
Secured by Insurance Premium | |
Other Short-Term Debt | |
Outstanding short term debt | $ 49,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 12, 2014 |
Long-Term Debt | |||
Total long-term debt | $ 163,194,000 | $ 84,508,000 | |
Less: Current maturities | (454,000) | (383,000) | |
Long-term Debt, Excluding Current Maturities | 162,740,000 | 84,125,000 | |
Revolving loans | Bank of America, N.A | |||
Long-Term Debt | |||
Total long-term debt | 162,000,000 | 83,000,000 | |
Loans | F&M bank | |||
Long-Term Debt | |||
Total long-term debt | $ 4,135,000 | ||
Notes payable | HBH | |||
Long-Term Debt | |||
Total long-term debt | 1,077,000 | 1,277,000 | |
Noncompete notes payable | |||
Long-Term Debt | |||
Total long-term debt | $ 117,000 | $ 231,000 |
Long-Term Debt (BOA) (Details)
Long-Term Debt (BOA) (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Feb. 12, 2014USD ($) | |
Long-Term Debt | |||
Total long-term debt | $ 163,194,000 | $ 84,508,000 | |
Credit Agreement | Bank of America, N.A | |||
Long-Term Debt | |||
Unused balance | 86,870,000 | ||
Available borrowings | $ 26,130,000 | ||
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 | Minimum | |||
Long-Term Debt | |||
Consolidated Working Capital Covenant | $ 15,000,000 | ||
Credit Agreement | Bank of America, N.A | Minimum | Prior to the closing of the IPO | |||
Long-Term Debt | |||
Consolidated Working Capital Covenant | $ 15,000,000 | ||
Consolidated interest coverage ratio | 2.50 | ||
Credit Agreement | Bank of America, N.A | Minimum | After the closing of the IPO | |||
Long-Term Debt | |||
Available Liquidity Covenant | $ 25,000,000 | ||
Consolidated interest coverage ratio | 2.50 | ||
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 | 4.50 | ||
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 | 4.50 | ||
Consolidated total leverage ratio after the issuance of certain unsecured notes | 5 | ||
Consolidated senior secured leverage ratio after the issuance of certain unsecured notes | 3.50 | ||
Credit Agreement | Bank of America, N.A | Federal funds effective rate | |||
Long-Term Debt | |||
Interest rate spread (as a percent) | 0.50% | ||
Credit Agreement | Bank of America, N.A | LIBOR | |||
Long-Term Debt | |||
Interest rate spread (as a percent) | 1.00% | ||
Initial applicable margin (as a percent) | 2.25% | ||
Credit Agreement | Bank of America, N.A | Prime rate | |||
Long-Term Debt | |||
Initial applicable margin (as a percent) | 1.25% | ||
Revolving loans | Bank of America, N.A | |||
Long-Term Debt | |||
Total long-term debt | $ 162,000,000 | 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 | $ 117,000 | $ 231,000 |
Long-Term Debt (HBH and Non-Com
Long-Term Debt (HBH and Non-Compete) (Details) - USD ($) | 12 Months Ended | 36 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Nov. 15, 2011 | |
Long-Term Debt | |||||
Outstanding balance | $ 163,194,000 | $ 84,508,000 | $ 163,194,000 | ||
Notes payable | HBH | |||||
Long-Term Debt | |||||
Face amount | $ 2,012,500 | ||||
Outstanding balance | $ 1,077,000 | 1,277,000 | $ 1,077,000 | ||
Interest rate (as a percent) | 5.00% | 5.00% | |||
Accretion expense | $ 55,000 | 66,000 | $ 69,000 | ||
Notes payable | HBH | Minimum | |||||
Long-Term Debt | |||||
Periodic payment amount | 2,012,500 | ||||
Noncompete notes payable | |||||
Long-Term Debt | |||||
Outstanding balance | 117,000 | 231,000 | $ 117,000 | ||
Noncompete notes payable | HPX | |||||
Long-Term Debt | |||||
Term of debt instrument | 5 years | ||||
Fair value of debt | $ 117,000 | $ 231,000 | $ 117,000 | ||
Effective borrowing rate (as a percent) | 3.50% | 3.50% |
Long-Term Debt (Wells Fargo Agr
Long-Term Debt (Wells Fargo Agreement) (Details) | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Long-Term Debt | |
Deferred financing costs written off | $ 1,634,000 |
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 |
Long-Term Debt (F&M, Reynolds a
Long-Term Debt (F&M, Reynolds and Related Party) (Details) | May. 01, 2014USD ($) | May. 01, 2013USD ($) | May. 01, 2012USD ($)item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Feb. 12, 2014USD ($) | Nov. 05, 2013USD ($) |
Long-Term Debt | |||||||
Outstanding balance | $ 163,194,000 | $ 84,508,000 | |||||
JP Development | |||||||
Long-Term Debt | |||||||
Face amount | $ 1,000,000 | ||||||
Interest rate (as a percent) | 4.75% | ||||||
Loans | F&M bank | |||||||
Long-Term Debt | |||||||
Outstanding balance | $ 4,135,000 | ||||||
Notes payable | JP Development | |||||||
Long-Term Debt | |||||||
Face amount | $ 1,000,000 | ||||||
Interest rate (as a percent) | 4.75% | ||||||
Notes payable | Reynolds | |||||||
Long-Term Debt | |||||||
Face amount | $ 645,000 | ||||||
Number of installment payments | item | 2 | ||||||
Periodic payment amount | $ 350,000 | $ 295,000 |
Long-Term Debt (Repayment sched
Long-Term Debt (Repayment schedule) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Scheduled principal repayments of long-term debt | ||
2,016 | $ 454 | |
2,017 | 740 | |
2,019 | 162,000 | |
Outstanding balance | $ 163,194 | $ 84,508 |
Derivative Instruments (Details
Derivative Instruments (Details) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2015USD ($) | Dec. 31, 2015USD ($)itemgal | Dec. 31, 2014USD ($)gal | |
Derivative Instruments | |||
Early Settlement of Commodity Derivatives | $ 8,745,000 | $ 8,745,000 | |
Derivative Assets | |||
Derivative contracts - current, Gross Amount Recognized | 92,000 | ||
Derivative contracts - current, Gross Amounts Offset | (92,000) | ||
Derivative Liabilities | |||
Derivative contracts - current, Gross Amount Recognized | 450,000 | ||
Derivative contracts - current, Gross Amounts Offset | (92,000) | ||
Derivative contracts - current , Net Amounts Presented in the Balance Sheet | 358,000 | $ 10,157,000 | |
Derivative contracts - current, Net Amount | 358,000 | ||
Derivative contracts - noncurrent, Gross Amount Recognized | 24,000 | ||
Derivative contracts - noncurrent , Net Amounts Presented in the Balance Sheet | 24,000 | ||
Derivative contracts - noncurrent, Net Amount | $ 24,000 | ||
Forward Contracts | Fixed Price Swap | |||
Derivative Instruments | |||
Notional amount (in gallons or barrels) | gal | 8,614,631 | 27,958,302 | |
Commodity swap contracts | Fixed Price Swap | |||
Derivative Instruments | |||
Notional amount | $ 93,000 | ||
Interest rate swap contracts | |||
Derivative Instruments | |||
Notional amount | $ 75,000,000 | ||
Derivatives designated as hedging contracts | |||
Derivative Instruments | |||
Number of derivative contracts | item | 0 | ||
Derivatives not designated as hedging contracts | Commodity swap contracts | Prepaid expenses and other current assets | |||
Derivative Instruments | |||
Asset Derivatives | $ 92,000 | ||
Derivatives not designated as hedging contracts | Commodity swap contracts | Accrued liabilities. | |||
Derivative Instruments | |||
Liability Derivatives | (450,000) | (8,941,000) | |
Derivatives not designated as hedging contracts | Commodity swap contracts | Other long-term liabilities | |||
Derivative Instruments | |||
Liability Derivatives | (24,000) | (3,251,000) | |
Derivatives not designated as hedging contracts | Interest rate swap contracts | Accrued liabilities. | |||
Derivative Instruments | |||
Liability Derivatives | $ (158,000) | ||
Held-for-sale | Mid-Continent Business | Forward Contracts | Current liabilities of discontinued operations held for sale | |||
Derivative Instruments | |||
Liability Derivatives | $ (630,000) |
Derivative Instruments (GainLos
Derivative Instruments (GainLoss) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commodity swap contracts | Cost of sales | |||
Derivative Instruments | |||
Amount of Gain/(Loss) Recognized in Income on Derivatives | $ (3,056,000) | $ (13,762,000) | $ 902,000 |
Interest rate swap contracts | Interest expense | |||
Derivative Instruments | |||
Amount of Gain/(Loss) Recognized in Income on Derivatives | (27,000) | $ (227,000) | $ (168,000) |
Held-for-sale | Mid-Continent Business | |||
Derivative Instruments | |||
Amount of Gain/(Loss) Recognized in Income on Derivatives | $ (1,962,000) |
Partners' Capital (Details)
Partners' Capital (Details) | May. 08, 2015USD ($)shares | Oct. 07, 2014USD ($)shares | Oct. 07, 2014USD ($)shares | Mar. 28, 2014USD ($)$ / sharesshares | Feb. 12, 2014USD ($)shares | Aug. 01, 2013shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares |
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 | ||||||
Southern Propane Member | ||||||||
Partners' Capital | ||||||||
Equity issued as part of acquisition (in units) | 266,951 | |||||||
Value of equity issued as part of acquisition | $ | $ 3,442,000 | |||||||
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 | |||||||
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) | $ / shares | $ 22 | |||||||
Proceeds from issuance of preferred units | $ | $ 40,000,000 | |||||||
Lonestar | Series C Preferred Unit | ||||||||
Partners' Capital | ||||||||
Conversion of units (in units) | (59,270) | |||||||
Lonestar | Series B Preferred Unit | ||||||||
Partners' Capital | ||||||||
Conversion of units (in units) | (552,348) | |||||||
Lonestar | Series A Preferred Unit | ||||||||
Partners' Capital | ||||||||
Conversion of units (in units) | (524,746) | |||||||
Common | IPO | ||||||||
Partners' Capital | ||||||||
Number of common units issued to the public | 13,750,000 | 13,750,000 | ||||||
Percentage of ownership interest in partnership | 37.70% | 37.70% | ||||||
Total proceeds from sale of units | $ | $ 257,100,000 | |||||||
Class A Common Unit | Lonestar | ||||||||
Partners' Capital | ||||||||
Units issued in private placements (in units) | 363,636 | |||||||
Proceeds from issuance of common units | $ | $ 8,000,000 | |||||||
Class C Common Unit | JP Development | ||||||||
Partners' Capital | ||||||||
Units issued in private placements (in units) | 88,114 | |||||||
Proceeds from issuance of common units | $ | $ 3,128,000 | |||||||
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% | ||||||
Conversion of units (in units) | (18,213,502) | |||||||
Unit split ratio | 0.89 | 0.89 | ||||||
Number of common units resulting from unit split | 22,677,004 | |||||||
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 (Subordinated
Partners' Capital (Subordinated) (Details) - $ / shares | Feb. 12, 2016 | Feb. 13, 2015 | Oct. 07, 2014 | Nov. 30, 2015 | Aug. 31, 2015 | May. 31, 2015 | Feb. 28, 2015 | Aug. 31, 2013 | Jul. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2015 | Dec. 31, 2013 |
Partners' Capital | ||||||||||||
General partner, units outstanding | 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) | $ 0.37375 | |||||||||||
Second target distribution (in dollars per unit) | 0.40625 | |||||||||||
Third target distribution (in dollars per unit) | $ 0.4875 | |||||||||||
Cash Distribution (in dollars per unit) | $ 0.325 | $ 0.3250 | $ 0.3250 | $ 0.3250 | $ 0.5000 | $ 0.5000 | $ 0.5000 | |||||
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% | |||||||||||
Cash Distribution (in dollars per unit) | $ 0.3038 | |||||||||||
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) | $ 0.3250 | |||||||||||
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) | $ 0.3250 |
Partners' Capital (Valuation) (
Partners' Capital (Valuation) (Details) | Dec. 31, 2014 | Apr. 19, 2013 |
Minimum | ||
Partners' Capital | ||
WACC (as a percent) | 10.71% | 9.41% |
Market multiple (as a percent) | 12.05 | 10.50 |
Maximum | ||
Partners' Capital | ||
WACC (as a percent) | 11.21% | 9.91% |
Market multiple (as a percent) | 12.55 | 11 |
Unit-Based Compensation (Detail
Unit-Based Compensation (Details) | Oct. 07, 2014 | Jun. 30, 2015USD ($)shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares |
Unit-Based Compensation | |||||
Limited Partners' Capital Account, Units Authorized | 22,119,170 | 21,852,219 | |||
2015 Phantom Units Member | |||||
Unit-Based Compensation | |||||
Limited Partners' Capital Account, Units Authorized | 3,642,700 | ||||
Units | |||||
Outstanding at the end of the period (in units) | 392,420 | ||||
Weighted Average Grant Date Fair Value | |||||
Outstanding at the end of the period (in dollars per unit) | $ / shares | $ 12.99 | ||||
Additional information | |||||
Equity based compensation expense (in dollars) | $ | $ 849,000 | ||||
Compensation expense expected to be recognized (in dollars) | $ | $ 2,500,000 | ||||
Weighted average period for expected recognition of compensation expense | 1 year 7 months 6 days | ||||
Estimated forfeiture rate (as a percent) | 41.00% | ||||
Service condition | |||||
Unit-Based Compensation | |||||
Vesting period | 3 years | ||||
Service condition | 2015 Phantom Units Member | |||||
Units | |||||
Granted (in units) | 497,479 | ||||
Vested (in units) | (8,250) | ||||
Forfeited (in units) | (96,809) | ||||
Weighted Average Grant Date Fair Value | |||||
Granted (in dollars per unit) | $ / shares | $ 12.84 | ||||
Vested (in dollars per unit) | $ / shares | 12.90 | ||||
Forfeited (in dollars per unit) | $ / shares | $ 12.26 | ||||
Class B Common Unit | Performance condition | |||||
Units | |||||
Granted (in units) | 75,000 | ||||
Forfeited (in units) | (25,000) | ||||
Common Stock Unissued | $ | $ 25,000 | ||||
Unit Based Compensation Expense Reversal | $ | $ 297,000 | ||||
Class B Common Unit | Performance condition | Maximum | |||||
Unit-Based Compensation | |||||
Limited Partners' Capital Account, Units Authorized | 100,000 | ||||
Prior to the closing of the IPO | Existing Common Units | |||||
Additional information | |||||
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 | |||||
Additional information | |||||
Percentage of ownership interest in partnership | 80.30% | 19.70% | |||
Restricted Common Units of JPE | Common | |||||
Units | |||||
Outstanding at the beginning of the period (in units) | 31,012 | ||||
Outstanding at the end of the period (in units) | 6,424 | 31,012 | |||
Weighted Average Grant Date Fair Value | |||||
Outstanding at the beginning of the period (in dollars per unit) | $ / shares | $ 24.36 | ||||
Outstanding at the end of the period (in dollars per unit) | $ / shares | $ 25.91 | $ 24.36 | |||
Restricted Common Units of JPE | Subordinated | |||||
Units | |||||
Outstanding at the beginning of the period (in units) | 126,553 | ||||
Outstanding at the end of the period (in units) | 26,216 | 126,553 | |||
Weighted Average Grant Date Fair Value | |||||
Outstanding at the beginning of the period (in dollars per unit) | $ / shares | $ 24.36 | ||||
Outstanding at the end of the period (in dollars per unit) | $ / shares | $ 25.91 | $ 24.36 | |||
Restricted Common Units of JPE | Service condition | Common | |||||
Units | |||||
Vested (in units) | (10,512) | (876) | |||
Forfeited (in units) | (14,076) | (2,715) | |||
Weighted Average Grant Date Fair Value | |||||
Vested (in dollars per unit) | $ / shares | $ 25.37 | $ 36.75 | |||
Forfeited (in dollars per unit) | $ / shares | $ 22.89 | $ 39.22 | |||
Restricted Common Units of JPE | Service condition | Subordinated | |||||
Units | |||||
Vested (in units) | (42,898) | ||||
Forfeited (in units) | (57,439) | ||||
Weighted Average Grant Date Fair Value | |||||
Vested (in dollars per unit) | $ / shares | $ 25.37 | ||||
Forfeited (in dollars per unit) | $ / shares | $ 22.89 | ||||
Restricted Common Units of JPE | Class B Common Unit | |||||
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 | ||||
Weighted Average Grant Date Fair Value | |||||
Outstanding at the beginning of the period (in dollars per unit) | $ / shares | $ 25.58 | $ 20.32 | |||
Outstanding at the end of the period (in dollars per unit) | $ / shares | $ 25.58 | ||||
Additional information | |||||
Equity based compensation expense (in dollars) | $ | $ 460,000 | $ 1,789,000 | $ 948,000 | ||
Compensation expense expected to be recognized (in dollars) | $ | $ 561,000 | ||||
Weighted average period for expected recognition of compensation expense | 1 year 5 months 1 day | ||||
Ratio of distributions to per unit distributions paid to common units | 1 | ||||
Restricted Common Units of JPE | Class B Common Unit | Service condition | |||||
Units | |||||
Granted (in units) | 90,000 | 68,500 | |||
Vested (in units) | (63,698) | (23,633) | |||
Forfeited (in units) | (6,667) | (10,000) | |||
Weighted Average Grant Date Fair Value | |||||
Granted (in dollars per unit) | $ / shares | $ 19.64 | $ 34.91 | |||
Vested (in dollars per unit) | $ / shares | 24.21 | 23.37 | |||
Forfeited (in dollars per unit) | $ / shares | $ 34.91 | $ 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 | Subordinated | Subordinated | |||||
Units | |||||
Outstanding at the beginning of the period (in units) | 126,553 | ||||
Outstanding at the end of the period (in units) | 126,553 | ||||
Weighted Average Grant Date Fair Value | |||||
Outstanding at the beginning of the period (in dollars per unit) | $ / shares | $ 24.36 | ||||
Outstanding at the end of the period (in dollars per unit) | $ / shares | $ 24.36 | ||||
Restricted Common Units of JPE | Subordinated | Service condition | Subordinated | |||||
Units | |||||
Vested (in units) | (3,576) | ||||
Forfeited (in units) | (11,082) | ||||
Weighted Average Grant Date Fair Value | |||||
Vested (in dollars per unit) | $ / shares | $ 36.75 | ||||
Forfeited (in dollars per unit) | $ / shares | $ 39.22 | ||||
Restricted Common Units of JPE | IPO | Common | |||||
Units | |||||
Conversion upon IPO | 34,603 | ||||
Weighted Average Grant Date Fair Value | |||||
Conversion upon IPO | $ / shares | $ 25.84 | ||||
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 | $ / shares | $ 23 | ||||
Restricted Common Units of JPE | IPO | Subordinated | Subordinated | |||||
Units | |||||
Conversion upon IPO | 141,211 | ||||
Weighted Average Grant Date Fair Value | |||||
Conversion upon IPO | $ / shares | $ 25.84 |
Commitments and Contingencies83
Commitments and Contingencies (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)bbl | Dec. 31, 2013USD ($) | |
Commitments and Contingencies | |||
Operating expense recorded in statement of operations | $ 69,377,000 | $ 65,584,000 | $ 57,728,000 |
Operating leases | |||
Rental expenses | 5,741,000 | 4,806,000 | $ 3,299,000 |
Operating Leases, Future Minimum Payments Due | |||
2,016 | 5,116,000 | ||
2,017 | 4,331,000 | ||
2,018 | 3,776,000 | ||
2,019 | 2,383,000 | ||
2,020 | 718,000 | ||
Thereafter | 4,877,000 | ||
Total operating lease future payments | 21,201,000 | ||
Refined products terminals and storage | North Little Rock, Arkansas | |||
Commitments and Contingencies | |||
Total Value of Products For Specified Contingency | $ 2,259,000 | ||
Estimated volume of products to be returned to customers | bbl | 24,000 | ||
Volume of products returned to customers | bbl | 20,900 | ||
Value of products returned to customers | 172,000 | $ 2,092,000 | |
Remaining volume of products to be returned to customers | bbl | 3,100 | ||
Remaining value of products to be returned to customers | $ 167,000 | ||
Parnon Storage, LLC | |||
Operating leases | |||
Land lease monthly payment | $ 10,000 | ||
Land lease remaining lease period | 42 years |
Reportable Segments (Details)
Reportable Segments (Details) | 12 Months Ended |
Dec. 31, 2015itemmibbl | |
Reportable Segments | |
Number of reportable segment | 3 |
Crude oil pipelines and storage | Permian Basin | |
Reportable Segments | |
Length of high-pressure steel pipeline | mi | 148 |
Throughput capacity per day | bbl | 130,000 |
Storage capacity | bbl | 140,000 |
Crude oil pipelines and storage | Cushing, Oklahoma | |
Reportable Segments | |
Storage capacity | bbl | 3,000,000 |
Refined products terminals and storage | |
Reportable Segments | |
Storage capacity | bbl | 1,300,000 |
Number of refined product terminals | 2 |
Refined products terminals and storage | North Little Rock, Arkansas | |
Reportable Segments | |
Storage capacity | bbl | 550,000 |
Number of storage tanks | 11 |
Number of loading lanes | 8 |
Refined products terminals and storage | Caddo Mills, Texas | |
Reportable Segments | |
Storage capacity | bbl | 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 | 21,000 |
Number of states in which product is sold to retailers, wholesalers, industrial end-users and commercial and residential customers. | 7 |
Reportable Segments (Financial
Reportable Segments (Financial Data) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reportable Segments | |||||||||||
Revenues | $ 153,205 | $ 154,641 | $ 199,448 | $ 173,291 | $ 206,266 | $ 213,922 | $ 175,008 | $ 130,958 | $ 680,585 | $ 726,154 | $ 390,869 |
Cost of sales, excluding depreciation and amortization | 527,476 | 605,682 | 276,804 | ||||||||
Operating expense | 69,377 | 65,584 | 57,728 | ||||||||
Depreciation and amortization | 46,852 | 40,230 | 30,987 | ||||||||
Adjusted EBITDA | 64,882 | 51,573 | 41,097 | ||||||||
Capital expenditures | 71,011 | 56,878 | 26,828 | ||||||||
Crude oil pipelines and storage | |||||||||||
Reportable Segments | |||||||||||
Revenues | 480,527 | 495,971 | 186,993 | ||||||||
Adjusted EBITDA | 23,119 | 25,339 | 9,479 | ||||||||
Refined products terminals and storage | |||||||||||
Reportable Segments | |||||||||||
Revenues | 23,227 | 23,287 | 24,011 | ||||||||
Adjusted EBITDA | 10,867 | 10,723 | 16,100 | ||||||||
NGL distribution and sales | |||||||||||
Reportable Segments | |||||||||||
Revenues | 176,831 | 206,896 | 179,865 | ||||||||
Adjusted EBITDA | 30,896 | 15,511 | 15,518 | ||||||||
Operating segment | Crude oil pipelines and storage | |||||||||||
Reportable Segments | |||||||||||
Cost of sales, excluding depreciation and amortization | 445,027 | 459,183 | 167,744 | ||||||||
Operating expense | 9,238 | 7,928 | 7,405 | ||||||||
Depreciation and amortization | 20,356 | 17,240 | 10,335 | ||||||||
Capital expenditures | 42,919 | 36,691 | 4,410 | ||||||||
Operating segment | Refined products terminals and storage | |||||||||||
Reportable Segments | |||||||||||
Cost of sales, excluding depreciation and amortization | 8,649 | 6,453 | 4,683 | ||||||||
Operating expense | 2,980 | 4,602 | 2,464 | ||||||||
Depreciation and amortization | 6,830 | 5,911 | 6,162 | ||||||||
Capital expenditures | 8,002 | 2,489 | 4,482 | ||||||||
Operating segment | NGL distribution and sales | |||||||||||
Reportable Segments | |||||||||||
Cost of sales, excluding depreciation and amortization | 76,618 | 126,686 | 105,488 | ||||||||
Operating expense | 57,200 | 52,109 | 47,307 | ||||||||
Depreciation and amortization | 18,628 | 16,163 | 13,981 | ||||||||
Capital expenditures | 18,587 | 16,557 | 16,009 | ||||||||
Amounts not included in segment Adjusted EBITDA | |||||||||||
Reportable Segments | |||||||||||
Cost of sales, excluding depreciation and amortization | (2,818) | 13,360 | (1,111) | ||||||||
Operating expense | (41) | 945 | 552 | ||||||||
Corporate and other | |||||||||||
Reportable Segments | |||||||||||
Depreciation and amortization | 1,038 | 916 | 509 | ||||||||
Capital expenditures | $ 1,503 | $ 1,141 | $ 1,927 |
Reportable Segments (EBITDA) (D
Reportable Segments (EBITDA) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||
Aug. 31, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Reconciliation of total Adjusted EBITDA from reportable segments to net income (loss) from continuing operations | |||||||||||||
Total Adjusted EBITDA from reportable segments | $ 64,882,000 | $ 51,573,000 | $ 41,097,000 | ||||||||||
Other expenses not allocated to reportable segments | (19,226,000) | (24,924,000) | (27,396,000) | ||||||||||
Depreciation and amortization | (46,852,000) | (40,230,000) | (30,987,000) | ||||||||||
Goodwill impairment | (29,896,000) | $ 0 | |||||||||||
Interest expense | (5,375,000) | (8,981,000) | (8,245,000) | ||||||||||
Loss on extinguishment of debt | (1,634,000) | ||||||||||||
Income tax expense | (754,000) | (300,000) | (208,000) | ||||||||||
Loss on disposal of assets, net | (909,000) | (1,137,000) | (1,492,000) | ||||||||||
Unit-based compensation | (1,217,000) | (1,658,000) | (790,000) | ||||||||||
Total loss on commodity derivatives | (3,057,000) | (13,762,000) | 902,000 | ||||||||||
Net cash payments for commodity derivatives settled during the period | 14,821,000 | 1,071,000 | 209,000 | ||||||||||
Early settlement of commodity derivatives | $ (8,745,000) | (8,745,000) | |||||||||||
Corporate overhead support from general partner | (5,500,000) | ||||||||||||
Transaction costs and other | (1,877,000) | (3,766,000) | (1,286,000) | ||||||||||
LOSS FROM CONTINUING OPERATIONS | $ (32,097,000) | $ (7,201,000) | $ (5,479,000) | $ 1,072,000 | $ (18,125,000) | $ (6,410,000) | $ (10,738,000) | $ (8,475,000) | $ (43,705,000) | $ (43,748,000) | $ (28,196,000) |
Reportable Segments (Assets) (D
Reportable Segments (Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Reportable Segments | ||
Total Assets | $ 735,259 | $ 813,173 |
Operating segment | Crude oil pipelines and storage | ||
Reportable Segments | ||
Total Assets | 408,304 | 451,518 |
Operating segment | Refined products terminals and storage | ||
Reportable Segments | ||
Total Assets | 131,931 | 131,923 |
Operating segment | NGL distribution and sales | ||
Reportable Segments | ||
Total Assets | 173,558 | 170,904 |
Corporate and other | ||
Reportable Segments | ||
Total Assets | 12,092 | 21,958 |
Held-for-sale | ||
Reportable Segments | ||
Total Assets | $ 9,374 | $ 36,870 |
Related Parties (JD Development
Related Parties (JD Development) (Details) - JP Development - USD ($) | 12 Months Ended | 36 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Nov. 05, 2013 | |
Related Party Transactions | |||||
Monthly fee received | $ 50,000 | ||||
Amount of reduction in general and administrative expenses | 600,000 | ||||
Related Party Transaction Additional Fee Received | $ 228,000 | ||||
Receivable balance due from related party | 7,933,000 | $ 7,968,000 | $ 7,933,000 | ||
Face amount | $ 1,000,000 | ||||
Interest rate (as a percent) | 4.75% | ||||
Crude oil supply and logistics | |||||
Related Party Transactions | |||||
Pipeline tariff fees | $ 6,023,000 | $ 8,875,000 | $ 8,514,000 |
Related Parties (Units issued)
Related Parties (Units issued) (Details) - USD ($) | Oct. 07, 2014 | Mar. 28, 2014 | Feb. 12, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Related Party Transactions | |||||
Proceeds from issuance of common units | $ 262,638,000 | $ 3,128,000 | |||
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 | ||||
JP Development | Class C Common Unit | |||||
Related Party Transactions | |||||
Units issued in private placements (in units) | 88,114 | ||||
Proceeds from issuance of common units | $ 3,128,000 | ||||
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) | 363,636 | ||||
Proceeds from issuance of common units | $ 8,000,000 |
Related Parties (Other) (Detail
Related Parties (Other) (Details) | 1 Months Ended | 11 Months Ended | 12 Months Ended | 30 Months Ended | ||
Dec. 31, 2015USD ($) | Nov. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015USD ($)employee | |
Related Party Transactions | ||||||
Corporate overhead support from general partner | $ 5,500,000 | |||||
Number of employees | employee | 0 | |||||
TAC | Refined products terminals and storage | ||||||
Related Party Transactions | ||||||
Receivable balance due from related party | $ 40,000 | 40,000 | $ 38,000 | $ 40,000 | ||
Revenue from related party | 8,952,000 | $ 14,473,000 | ||||
TAC | NGL distribution and sales | ||||||
Related Party Transactions | ||||||
Refined product purchases | $ 1,124,000 | 1,964,000 | ||||
Mr. Greg Arnold | ||||||
Related Party Transactions | ||||||
Equity Interest Ownership Percentage | 5.00% | |||||
CAMS Bluewire | ||||||
Related Party Transactions | ||||||
Amount paid | $ 132,000 | 422,000 | $ 691,000 | |||
Payable balance due to related party | 32,000 | |||||
Republic Midstream, LLC | ||||||
Related Party Transactions | ||||||
Receivable balance due from related party | 646,000 | 646,000 | 297,000 | 646,000 | ||
Monthly fee received | 75,000 | $ 58,000 | ||||
Amount of reduction in general and administrative expenses | 712,000 | 297,000 | ||||
Republic Midstream, LLC | Crude oil pipelines and storage | ||||||
Related Party Transactions | ||||||
Revenue from related party | 3,049,000 | |||||
ArcLight Capital Partners LLC | ||||||
Related Party Transactions | ||||||
Deemed contribution | 2,568,000 | |||||
Corporate overhead support from general partner | 5,500,000 | |||||
GP II | ||||||
Related Party Transactions | ||||||
Receivable balance due from related party | $ 4,000 | $ 4,000 | $ 2,205,000 | $ 4,000 |
Selected Quarterly Financial 91
Selected Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Total revenues | $ 153,205 | $ 154,641 | $ 199,448 | $ 173,291 | $ 206,266 | $ 213,922 | $ 175,008 | $ 130,958 | $ 680,585 | $ 726,154 | $ 390,869 |
Operating (loss) income | (31,412) | (5,877) | (4,204) | 2,185 | (16,115) | (4,413) | (8,540) | (3,773) | (39,308) | (32,841) | (20,630) |
Loss from continuing operations | (32,097) | (7,201) | (5,479) | 1,072 | (18,125) | (6,410) | (10,738) | (8,475) | (43,705) | (43,748) | (28,196) |
Loss from discontinued operations | (13,839) | (1,247) | 542 | (407) | (491) | 800 | (9,471) | (113) | (14,951) | (9,275) | 13,975 |
Net income (loss) | $ (45,936) | $ (8,448) | $ (4,937) | $ 665 | $ (18,616) | $ (5,610) | $ (20,209) | $ (8,588) | $ (58,656) | $ (53,023) | $ (14,221) |
Basic and diluted loss per unit | |||||||||||
Net Income (Loss), Per Outstanding Limited Partnership and General Partnership Unit, Basic and Diluted, Net of Tax | $ (0.51) | ||||||||||
Basic and diluted total (in dollars per unit) | (0.51) | ||||||||||
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership and General Partnership Unit, Basic and Diluted, Net of Tax | $ (0.52) | ||||||||||
Common | |||||||||||
Basic and diluted loss per unit | |||||||||||
Net Income (Loss), Per Outstanding Limited Partnership and General Partnership Unit, Basic and Diluted, Net of Tax | $ (1.26) | $ (0.23) | $ (0.13) | $ 0.02 | $ (1.60) | $ (0.51) | |||||
Basic and diluted total (in dollars per unit) | (1.26) | (0.23) | (0.13) | 0.02 | (1.60) | (0.51) | |||||
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership and General Partnership Unit, Basic and Diluted, Net of Tax | (0.88) | (0.19) | (0.15) | 0.03 | (1.19) | (0.52) | |||||
Subordinated | |||||||||||
Basic and diluted loss per unit | |||||||||||
Net Income (Loss), Per Outstanding Limited Partnership and General Partnership Unit, Basic and Diluted, Net of Tax | (1.26) | (0.23) | (0.14) | 0.02 | (1.61) | (0.51) | |||||
Basic and diluted total (in dollars per unit) | (1.26) | (0.23) | (0.14) | 0.02 | (1.61) | (0.51) | |||||
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership and General Partnership Unit, Basic and Diluted, Net of Tax | $ (0.88) | $ (0.20) | $ (0.15) | $ 0.03 | $ (1.20) | $ (0.52) |