Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 27, 2017 | Jun. 30, 2016 | |
Entity Registrant Name | JP Energy Partners LP | ||
Entity Central Index Key | 1,523,404 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
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 | $ 122,192,092 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Common | |||
Entity Common Stock, Shares Outstanding | 18,550,906 | ||
Subordinated | |||
Entity Common Stock, Shares Outstanding | 18,122,903 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 2,727 | $ 1,987 |
Accounts receivable, net | 54,093 | 60,519 |
Receivables from related parties | 599 | 8,624 |
Inventory | 6,515 | 4,786 |
Prepaid expenses and other current assets | 10,859 | 4,168 |
Current assets of discontinued operations held for sale | 2,730 | |
Total Current Assets | 74,793 | 82,814 |
Non-current assets | ||
Property, plant and equipment, net | 278,150 | 291,454 |
Goodwill | 201,236 | 216,692 |
Intangible assets, net | 117,385 | 134,432 |
Deferred financing costs and other assets, net | 2,866 | 3,223 |
Noncurrent assets of discontinued operations held for sale | 6,644 | |
Total Non-Current Assets | 599,637 | 652,445 |
Total Assets | 674,430 | 735,259 |
Current liabilities | ||
Accounts payable | 42,903 | 45,933 |
Payables to related parties | 177 | |
Accrued liabilities | 15,268 | 15,260 |
Capital leases and short-term debt | 77 | 107 |
Customer deposits and advances | 3,080 | 3,742 |
Current portion of long-term debt | 950 | 454 |
Current liabilities of discontinued operations held for sale | 640 | |
Total Current Liabilities | 62,455 | 66,136 |
Non-current liabilities | ||
Long-term debt | 177,000 | 162,740 |
Other long-term liabilities | 889 | 1,463 |
Total Liabilities | 240,344 | 230,339 |
Commitments and Contingencies | ||
Partners' capital | ||
General partner | 15,468 | 5,568 |
Common units (22,119,170 units authorized; 18,532,419 and 18,465,320 units issued and outstanding as of December 31, 2016 and December 31, 2015, respectively) | 226,551 | 266,691 |
Subordinated units (18,197,249 units authorized; 18,124,071 and 18,127,678 units issued and outstanding as of December 31, 2016 and December 31, 2015, respectively) | 192,067 | 232,661 |
Total Partners' Capital | 434,086 | 504,920 |
Total Liabilities and Partners' Capital | $ 674,430 | $ 735,259 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Common units, units authorized | 22,119,170 | 22,119,170 |
Common units, units issued | 18,532,419 | 18,465,320 |
Common units, units outstanding | 18,532,419 | 18,465,320 |
Subordinated units, units authorized | 18,197,249 | 18,197,249 |
Subordinated units, units issued | 18,124,071 | 18,127,678 |
Subordinated units, units outstanding | 18,124,071 | 18,127,678 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUES | |||
Crude oil sales | $ 300,220 | $ 455,465 | $ 470,336 |
Crude oil sales - related parties | 884 | ||
Gathering, transportation and storage fees | 20,539 | 25,991 | 30,762 |
Gathering, transportation and storage fees - related parties | 3,319 | 2,165 | |
NGL and refined product sales | 143,528 | 170,009 | 192,804 |
NGL and refined product sales - related parties | 244 | 7,419 | |
Refined products terminals and storage fees | 13,189 | 12,362 | 10,260 |
Refined products terminals and storage fees - related parties | 1,533 | ||
Other revenues | 12,921 | 13,709 | 13,040 |
Total revenues | 493,960 | 680,585 | 726,154 |
COSTS AND EXPENSES | |||
Cost of sales, excluding depreciation and amortization | 350,187 | 527,476 | 605,682 |
Operating expense | 64,137 | 69,377 | 65,584 |
General and administrative | 42,581 | 45,383 | 46,362 |
Depreciation and amortization | 47,151 | 46,852 | 40,230 |
Goodwill impairment | 15,456 | 29,896 | 0 |
Loss on disposal of assets, net | 2,569 | 909 | 1,137 |
Total costs and expenses | 522,081 | 719,893 | 758,995 |
OPERATING LOSS | (28,121) | (39,308) | (32,841) |
OTHER INCOME (EXPENSE) | |||
Interest expense | (5,970) | (5,375) | (8,981) |
Loss on extinguishment of debt | (1,634) | ||
Other income, net | 628 | 1,732 | 8 |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (33,463) | (42,951) | (43,448) |
Income tax expense | (521) | (754) | (300) |
LOSS FROM CONTINUING OPERATIONS | (33,984) | (43,705) | (43,748) |
DISCONTINUED OPERATIONS | |||
Net loss from discontinued operations | (539) | (14,951) | (9,275) |
NET LOSS | (34,523) | (58,656) | (53,023) |
Net loss attributable to the period from January 1, 2014 to October 1, 2014 | 34,407 | ||
Net loss allocated to limited partners | (34,523) | (58,656) | (18,616) |
Basic and diluted loss per unit | |||
Net (loss) income from continuing operations allocated to limited partners | (33,984) | (43,705) | (18,950) |
Net loss allocated to limited partners | $ (34,523) | $ (58,656) | (18,616) |
Common and Subordinated | |||
Basic and diluted loss per unit | |||
Distribution declared per unit (in dollars per unit) | $ 1.300 | $ 1.279 | |
Common | |||
DISCONTINUED OPERATIONS | |||
Net loss allocated to limited partners | $ (17,227) | $ (29,351) | (9,293) |
Basic and diluted loss per unit | |||
Net (loss) income from continuing operations allocated to limited partners | (16,955) | (21,830) | (9,460) |
Net loss allocated to limited partners | $ (17,227) | $ (29,351) | $ (9,293) |
Weighted average number of common units outstanding - basic and diluted (in units) | 18,514,476 | 18,373,594 | 18,212,632 |
Basic and diluted from continuing operations (in dollars per unit) | $ (0.92) | $ (1.19) | $ (0.52) |
Basic and diluted income (loss) (in dollars per unit) | $ (0.93) | $ (1.60) | $ (0.51) |
Subordinated | |||
DISCONTINUED OPERATIONS | |||
Net loss allocated to limited partners | $ (17,296) | $ (29,305) | $ (9,323) |
Basic and diluted loss per unit | |||
Net (loss) income from continuing operations allocated to limited partners | (17,029) | (21,875) | (9,490) |
Net loss allocated to limited partners | $ (17,296) | $ (29,305) | $ (9,323) |
Weighted average number of subordinated units outstanding - basic and diluted (in units) | 18,125,093 | 18,151,700 | 18,209,948 |
Basic and diluted from continuing operations (in dollars per unit) | $ (0.94) | $ (1.20) | $ (0.52) |
Basic and diluted income (loss) (in dollars per unit) | $ (0.95) | $ (1.61) | $ (0.51) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
NET LOSS | $ (34,523) | $ (58,656) | $ (53,023) |
Adjustments to reconcile net loss to net cash provided by operating activities including discontinued operations: | |||
Depreciation and amortization | 47,362 | 49,133 | 43,922 |
Goodwill impairment | 15,456 | 37,835 | |
Asset Impairment | 4,970 | 1,984 | |
Derivative valuation changes | (1,179) | (11,340) | 12,645 |
Amortization of deferred financing costs | 969 | 909 | 906 |
Unit-based compensation expenses | 2,024 | 1,309 | 1,789 |
Loss on disposal of assets | 2,455 | 1,028 | 8,415 |
Bad debt expense | 408 | 1,212 | 820 |
Loss on extinguishment of debt | 1,634 | ||
Non-cash inventory LCM adjustment | 222 | ||
Other non-cash items | (469) | (1,256) | 434 |
Changes in working capital, net of acquired assets and liabilities: | |||
Accounts receivable | 5,563 | 47,926 | 13,307 |
Receivable from related parties | 8,025 | 1,924 | (7,806) |
Inventory | (2,104) | 13,372 | 17,501 |
Prepaid expenses and other current assets | (5,808) | 709 | (545) |
Accounts payable and other accrued liabilities | (235) | (45,168) | (13,078) |
Payables to related parties | 177 | (1,464) | |
Customer deposits and advances | (185) | (1,308) | 2,328 |
Changes in other assets and liabilities | (159) | 442 | 166 |
Corporate overhead support from general partner | 7,500 | 3,000 | |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 45,277 | 46,041 | 30,157 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Capital expenditures | (24,718) | (71,011) | (56,878) |
Acquisitions of businesses | (12,583) | ||
Proceeds received from sale of assets | 11,655 | 3,917 | 11,325 |
Change in restricted cash | 600 | (600) | |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | (13,063) | (79,077) | (46,153) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowings under revolving line of credit | 74,000 | 130,000 | 390,800 |
Payments on revolving line of credit | (59,000) | (51,000) | (485,357) |
Payments on long-term debt and capital leases | (451) | (512) | (5,032) |
Payment of related party note payable | (1,000) | ||
Payments on contingent earnout liabilities | (488) | ||
Change in cash overdraft | (91) | (295) | |
Debt issuance costs | (188) | (6) | (3,193) |
Distributions to unitholders | (48,061) | (47,025) | (91,956) |
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 | ||
Common control acquisition | (52,000) | ||
Contributions from the Predecessor | 4,321 | ||
Contributions from general partner | 2,400 | 1,218 | |
Tax withholding on unit-based vesting | (174) | (289) | (354) |
Other | (109) | (49) | |
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (31,474) | 31,698 | 16,087 |
Net change in cash and cash equivalents | 740 | (1,338) | 91 |
Cash and cash equivalents balance, beginning of period | 1,987 | 3,325 | 3,234 |
Cash and cash equivalents balance, end of period | 2,727 | 1,987 | 3,325 |
SUPPLEMENTAL DISCLOSURES: | |||
Cash paid for interest | 5,381 | 4,527 | 7,179 |
Cash paid for taxes | 530 | 450 | 108 |
Non-cash investing and financing transactions: | |||
Accrued capital expenditures | 1,180 | 3,796 | 3,628 |
Debt funded portion of acquisition | 12,475 | 52,000 | |
Contributions from general partner | 7,500 | 4,350 | |
Acquisitions funded by issuance of units | $ 3,442 | 267,100 | |
Assets acquired under capital lease | $ 139 | $ 177 |
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, 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 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 LOSS | Successor | $ (9,293) | $ (9,323) | (18,616) | ||||||
NET LOSS | Predecessor | $ (656) | $ 26,676 | $ 1,733 | $ 4,608 | $ 2,046 | 34,407 | |||
NET 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 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 | ||||||
Increase (Decrease) in Partners' Capital | |||||||||
Unit-based compensation | $ 1,758 | $ 266 | $ 2,024 | ||||||
Issuance costs, forfeitures and tax withholdings | $ (164) | $ (10) | $ (174) | ||||||
Forfeiture of units under LTIP (in units) | (29,414) | (3,607) | (33,021) | ||||||
Vesting Of units under LTIP (in units) | 96,513 | 96,513 | |||||||
Distributions to unitholders | $ (24,507) | $ (23,554) | $ (48,061) | ||||||
Contributions from general partner | 9,900 | 9,900 | |||||||
NET LOSS | (17,227) | (17,296) | (34,523) | ||||||
Balance at Dec. 31, 2016 | $ 15,468 | $ 226,551 | $ 192,067 | $ 434,086 | |||||
Balance (in units) at Dec. 31, 2016 | 18,532,419 | 18,124,071 | 36,656,490 |
Business and Basis of Presentat
Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
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”) was our general partner with Argo Merger GP Sub, LLC becoming our general partner on March 8, 2017. See “ AMID Merger Agreement ” below for more details. AMID Merger Agreement. On October 23, 2016, we and our general partner entered into an Agreement and Plan of Merger (“LP Merger Agreement”) with American Midstream Partners, L.P. (“AMID”), American Midstream GP, LLC, the general partner of AMID (“AMID GP”), and an indirect and wholly owned subsidiary of AMID (“Merger Sub”). On March 8, 2017, we were merged with and into Merger Sub (“AMID Merger”), with the Partnership surviving the merger as a wholly owned subsidiary of AMID. At the effective time of the AMID Merger, (i) each of our common and subordinated units issued and outstanding, other than our common and subordinated units held by Lonestar, JP Energy Development LP, a Delaware limited partnership, or their respective affiliates (together, the “Affiliated Holders”) was converted into 0.5775 of a common unit representing limited partner interests in AMID (“AMID Common Unit”) and (ii) each of our common and subordinated units issued and outstanding held by the Affiliated Holders was converted into 0.5225 of an AMID Common Unit. In connection with the LP Merger Agreement, on October 23, 2016, AMID GP entered into an Agreement and Plan of Merger (the “GP Merger Agreement” and, together with the LP Merger Agreement, the “Merger Agreements”) with our general partner and a wholly owned subsidiary of AMID GP (“GP Merger Sub”). On March 8, 2017, GP Merger Sub merged with and into GP II (the “GP Merger” together with the LP Merger, the “Mergers”), with GP II surviving the merger as a wholly owned subsidiary of AMID GP. As a result of the GP Merger, Argo Merger GP Sub, LLC was admitted as the sole general partner of JPE and GP II simultaneously ceased to be the general partner of JPE. In connection with the Merger Agreements, Lonestar, the Partnership and our general partner entered into an Expense Reimbursement Agreement providing that Lonestar will reimburse, or will pay directly on behalf of, the Partnership or our general partner the third party reasonable costs and expenses incurred by the Partnership or our general partner in connection with the Mergers, including all reasonable out-of-pocket legal and financial advisory fees, costs and expenses paid or payable to third parties and incurred in connection with the negotiation, execution and performance of the LP Merger Agreement and consummation of the Mergers. 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 common control acquisition between JPE and JP Development discussed below and 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 $52.0 million cash. We financed the cash portion of the purchase price through borrowings under our revolving credit facility. Basis of Presentation. Because JPE and JP Development are under common control, we are required under generally accepted accounting principles in the United States (“GAAP”) to account for this Common Control Acquisition in a manner similar to the pooling of interest method of accounting. Under this method of accounting, our balance sheet reflected JP Development’s historical carryover net basis in the Dropdown Assets instead of reflecting the fair market value of assets and liabilities of the Dropdown Assets. We also retrospectively recast our financial statements to include the operating results of the Dropdown Assets from the dates these assets were originally acquired by JP Development (the dates upon which common control began). The historical assets and liabilities and the operating results of the Dropdown Assets have been “carved out” from JP Development’s consolidated financial statements using JP Development’s historical basis in the assets and liabilities of the businesses and reflects assumptions and allocations made by management to separate the Dropdown Assets on a stand-alone basis. Our recast historical consolidated financial statements include all revenues, costs, expenses, assets and liabilities directly attributable to the Dropdown Assets, as well as allocations that include certain expenses for services, including, but not limited to, general corporate expenses related to finance, legal, information technology, shared services, employee benefits and incentives and insurance. These expenses have been allocated based on the most relevant allocation method to the services provided, primarily on the relative percentage of revenue, relative percentage of headcount, or specific identification. Management believes the assumptions underlying the combined financial statements are reasonable. However, the combined financial statements do not fully reflect what our, including the Dropdown Assets’ balance sheets, results of operations and cash flows would have been, had the Dropdown Assets been under our management during the periods presented. As a result, historical financial information is not necessarily indicative of what our balance sheet, results of operations, and cash flows will be in the future. JP Development has a centralized cash management that covers all of its subsidiaries. The net amounts due from/to JP Development by the Dropdown Assets relate to a variety of intercompany transactions including the collection of trade receivables, payment of accounts payable and accrued liabilities, charges of allocated corporate expenses and payments by JP Development on behalf of the Dropdown Assets. Such amounts have been treated as deemed contributions from/deemed distributions to JP Development for the year ended December 31, 2014. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation . Our consolidated financial statements have been prepared in accordance with GAAP. All intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. Use of Estimates . The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Cash and Cash Equivalents . We consider all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents. Bank overdrafts that do not meet the right of offset criteria are recorded in capital leases and short-term debt in the consolidated balance sheets. 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 $1,241,000 and $1,217,000 as of December 31, 2016 and 2015, respectively. Bad debt expense for the years ended December 31, 2016, 2015 and 2014 was $408,000, $1,212,000 and $820,000, 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 $5,394,000 and $1,239,000, and insurance receivables due from overpaid premiums and insurance claims, which totaled $2,156,000 and $115,000 as of December 31, 2016 and 2015, 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, 2016, 2015 and 2014. Therefore, the change in the fair value of the derivative asset or liability is reflected in net loss in the consolidated statements of operations (mark-to-market accounting). Cash flows from derivatives settled are reported as cash flow from operating activities, in the same category as the cash flows from the items being economically hedged. We are also a party to a number of contracts that have elements of a derivative instrument. These contracts are primarily forward propane and crude oil purchase and sales contracts with counterparties. Although many of these contracts have the requisite elements of a derivative instrument, these contracts qualify for normal purchase and normal sales exception (“NPNS”) accounting under GAAP because they provide for the delivery of products or services in quantities that are expected to be used in the normal course of operating our business and the price in the contract is based on an underlying that is directly associated with the price of the product or service being purchased or sold. As a result, these contracts are not recorded in our consolidated financial statements until they are settled. 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 Right-of-way Various* Office furniture and fixtures - years Other equipment - years * 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. During the fourth quarter of 2016, we recognized impairment charges of $12.8 million in our Pinnacle Propane Express reporting unit within our NGL distribution and sales segment due primarily to declines in future estimated margins as a result of increased competition and recent increases in propane prices and $2.7 million in our JP Liquids reporting unit within our NGL distribution and sales segment due primarily to declines in future estimated volumes. During the fourth quarter of 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. 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 $2,029,000 and $2,809,000 at December 31, 2016 and 2015, 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 $969,000, $909,000 and $906,000 for the years ended December 31, 2016, 2015 and 2014, 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 one 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 2016 2015 2014 (in thousands) Customer A Crude oil pipelines and storage, NGLs distribution and sales Customer B Crude oil pipelines and storage, NGLs distribution and sales * * Customer C Crude oil pipelines and storage * * Customer D 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, 2016, 2015 and 2014, comprehensive loss was equal to net loss. Recent Accounting Pronouncements . In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The amendment address the definition of what qualifies as a business to provide guidance to companies when determining whether the transaction should be treated as acquisitions of assets or businesses. The ASU is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently evaluating the potential impact this standard will have on our consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . The amendments in this ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The ASU is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently evaluating the potential impact this standard will have on our consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 addresses specific cash flow issues with the objective of reducing the diversity that exists in practice in how certain transactions are classified in the statement of cash flows. The standard is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption of this ASU is permitted. We adopted ASU 2016-15 in the third quarter of 2016 and the adoption did not have a material impact on our consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. The adoption of ASU 2016-09 is not expected to have a material impact on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842) . Lessees will need to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. It will be critical to identify leases embedded in a contract to avoid misstating the lessee’s balance sheet. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years. We are currently evaluating the potential impact this standard will have on our consolidated financial statements and related disclosures. In January 2016, the FASB issued 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 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. The adoption of ASU 2015-11 is not expected to have a material impact on our consolidated financial statements and related 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). In August 2015, the FASB issued ASU No. 2015-14, Update Revenue from Contracts with Customers (Topic 606) , which defers the effective date of ASU 2014-09 for public and non-public entities reporting under U.S. GAAP for one year. The FASB also decided to permit entities to early adopt the standard but adoption is not permitted earlier than the original effective date for public entities. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations (Reporting Gross versus Net) , which is intended to provide clarity to principal versus agent considerations when it comes to revenue recognition related to ASU 2014-09. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing , which provides clarity to a few items for identifying performance obligations and licensing where the board had received feedback on the issuance of ASU 2014-09. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers , which provides clarity and narrows the scope on numerous issues that have arisen from feedback the board received on the issuance of ASU 2014-09. ASU 2016-08, ASU 2016-10, and ASU 2016-20 are not effective until ASU 2014-09 becomes effective. We are currently evaluating the potential impact this standard will have on our consolidated financial statements and related disclosures. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2016 | |
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 recognized a loss on disposal of approximately $12,909,000 during the year ended December 31, 2015, which primarily relates to the goodwill and long-lived asset impairment charge associated with 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, 2016, 2015 and 2014. Consolidated Statements of Operations The discontinued operations of the Mid-Continent Business are summarized below: Year Ended December 31, 2016 2015 2014 (in thousands) 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 (Gain) loss on disposal of assets, net Total costs and expenses OPERATING (LOSS) INCOME OTHER INCOME (EXPENSE) Interest expense Other income, net — (LOSS) INCOME FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES Income tax expense — — — NET (LOSS) INCOME FROM DISCONTINUED OPERATIONS $ $ $ Consolidated Balance Sheets The current and non-current assets and liabilities of the Mid-Continent Business are as follows: December 31, 2015 (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 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, 2016 2015 2014 (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 — — (Gain) 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 the year ended December 31, 2014 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 year ended December 31, 2014. Year Ended December 31, 2014 (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, 2016 | |
Net Loss Per Unit | |
Net Loss Per Unit | 4. Net Loss Per Unit Net loss per unit applicable to common limited partner units and to subordinated limited partner units is computed by dividing the respective limited partners’ interest in net income for the period subsequent to the IPO by the weighted-average number of common units and subordinated units outstanding for the period. Loss per limited partner unit is calculated in accordance with the two-class method for determining loss per unit for master limited partnerships (“MLPs”) when incentive distribution rights (“IDRs”) and other participating securities are present. The two-class method requires that loss per limited partner unit be calculated as if all earnings for the period were distributed as cash, and allocated by applying the provisions of the partnership agreement, and requires a separate calculation for each quarter and year-to-date period. Under the two-class method, any excess of distributions declared over net income is allocated to the partners based on their respective sharing of income specified in the partnership agreement. For the years ended December 31, 2016, 2015 and 2014, dilutive loss per unit was equal to basic loss per unit because all instruments were antidilutive. On January 24, 2017, the Board of Directors of our general partner declared a cash distribution for the fourth quarter of 2016 of $0.325 per common unit and subordinated unit. The distribution was paid on February 14, 2017 to unitholders of record as of February 7, 2017. Year ended December 31, 2016 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, 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, 2016 and 2015: Year Ended December 31, 2016 2015 Phantom units |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2016 | |
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 was $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 estimated the fair value of the Southern contingent earn-out liability to be $243,000 as of December 31, 2015, which is recorded in Other long-term liabilities in the consolidated balance sheets. As of December 31, 2016, the Southern contingent earn-out liability was written off and we recognized a $243,000 gain for the year ended December 31, 2016. For the year ended December 31, 2015, we recorded $24,000 in income related to the changes in the fair value of the contingent earn-out liability. Changes in fair value of the Southern contingent earn-out 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 $5,766,000 for the year ended December 31, 2016 and $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. 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 for the year ended December 31, 2015. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2016 | |
Inventory | |
Inventory | 6. Inventory Inventory consists of the following as of December 31, 2016 and 2015: December 31, December 31, 2016 2015 (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, 2016 | |
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, 2016 and 2015: December 31, 2016 2015 (in thousands) Land $ $ Buildings and improvements Transportation equipment Storage and propane tanks Pipelines and linefill Right-of-way 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 | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015: December 31, 2016 Gross Net carrying Accumulated carrying amount amortization amount (in thousands) Customer relationships $ $ $ Noncompete agreements Trade names Customer contract Other Total $ $ $ December 31, 2015 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 $17,043,000, $17,461,000 and $16,716,000 for December 31, 2016, 2015 and 2014, respectively, which is included in depreciation and amortization expense in the consolidated statements of operations. Amortization expense amounts have been adjusted by $96,000, $1,154,000 and $2,007,000 for the years ended December 31, 2016, 2015 and 2014, 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 as of December 31, 2016 is as follows (in thousands): 2017 $ 2018 2019 2020 2021 Thereafter Total $ All of the shell capacity of our storage tanks in our crude oil storage facility in Cushing, Oklahoma is dedicated to one customer pursuant to a long-term contract with an initial expiration of August 3, 2017 and an optional two year renewal term. We did not receive notice of intent to renew the lease from that customer by the required date of February 3, 2017. While we continue to be in discussions with this customer and other parties about renting the storage, we currently expect to accelerate the remaining amortization of the related customer relationship intangible of $9,960,000 beginning in the first quarter of 2017 through August 2017. Goodwill activity in 2016 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, 2015 $ $ $ $ Goodwill acquired during the year — — Goodwill impairment — Balance at December 31, 2015 Goodwill impairment — — Balance at December 31, 2016 $ $ $ $ |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities | |
Accrued Liabilities | 9. Accrued Liabilities Accrued liabilities are comprised of the following as of December 31, 2016 and 2015: December 31, 2016 2015 (in thousands) Taxes payable $ $ Accrued payroll and employee benefits Royalties payable Recoverable gas costs Other Total accrued liabilities $ $ |
Capital Leases and Other Short-
Capital Leases and Other Short-Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
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 2017 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, 2016 2015 (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, 2017 $ 2018 2019 2020 2021 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. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Long-Term Debt | |
Long-Term Debt | 11. Long-Term Debt Long-term debt consists of the following at December 31, 2016 and 2015: December 31, 2016 2015 (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 was 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 consisted of a $275,000,000 revolving loan, which included a sub-limit of up to $100,000,000 for letters of credit. The BOA Credit Agreement was scheduled to mature on February 12, 2019. On March 8, 2017, in connection with the closing of the AMID Merger, the BOA Credit Agreement was paid off in full and terminated. Borrowings under the BOA Credit Agreement bore 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 was (a) 1.25% for prime rate borrowings and 2.25% for LIBOR borrowings. The commitment fee was subject to an adjustment each quarter based on the Consolidated Net Total Leverage Ratio, as defined in the BOA Credit Agreement. As of December 31, 2016, the unused balance of the BOA Credit Agreement was $78,150,000. Issued and outstanding letters of credit, which reduced available borrowings under the BOA Credit Agreement, totaled $19,850,000 at December 31, 2016. We are required to pay a commitment fee on the unused commitments under the BOA Credit Agreement, which initially was 0.50% per annum. The commitment fee was subject to an adjustment each quarter based on the Consolidated Net Total Leverage Ratio, as defined in the BOA Credit Agreement. The BOA Credit Agreement contained various restrictive covenants and compliance requirements including: 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. We were in compliance with all covenants as of December 31, 2016. 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 $950,000 and $1,077,000 as of December 31, 2016 and December 31, 2015, 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 was paid in full in January 2017. Accretion expense, included as a component of interest expense, totaled $54,000, $55,000 and $66,000 for the years ended December 31, 2016, 2015 and 2014, 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 had a five year term and is non-interest bearing. The fair value of the agreements was $117,000 at December 31, 2015, which was based on an effective imputed interest rate of 3.5%. On September 19, 2016, we repaid the non-compete agreements in full. 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. As of December 31, 2016, our scheduled principal repayments of long-term debt for each of the next five years ending December 31 and thereafter are as follows (in thousands): 2017 $ 2018 — 2019 (1) 2020 — 2021 — Thereafter — Total $ (1) On March 8, 2017, in connection with the closing of the AMID Merger, the BOA Credit Agreement was paid off in full and the credit agreement was terminated. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2016 | |
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, propane and refined products, 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 and refined product sales and (iii) certain crude oil held in inventory. To meet this objective, we use a combination of fixed price swaps, basis swaps 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 were intended to mitigate the effect of the decline in crude oil prices, but did not qualify for NPNS accounting under GAAP, because of our normal business practice to 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 related 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. As of December 31, 2015, the fair value of the Mid-Continent forward contracts was $630,000 and was 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, 2016 and 2015, none of which were designated as hedges for accounting purposes. December 31, 2016 December 31, 2015 Notional Volume Maturity Notional Volume Maturity Commodity Swaps : Propane Fixed Price (Gallons) Jan 2017 - Nov 2018 Jan 2016 - July 2017 Crude Oil Fixed Price (Barrels) — — Jan 2016 Crude Oil Basis (Barrels) Jan 2017 - Mar 2017 — — 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, 2016, our outstanding interest rate swap contracts contained a notional amount of $100,000,000 with maturity dates ranging from January 2017 to January 2019. There were no outstanding interest rate swap agreements as of December 31, 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, 2016 and 2015. Asset Derivatives Liability Derivatives December 31, December 31, December 31, December 31, Balance Sheet Location 2016 2015 2016 2015 (in thousands) Commodity swaps Prepaid expenses and other current assets $ $ $ — $ — Commodity swaps Accrued liabilities — — Commodity swaps Deferred financing costs and other assets, net — — — Commodity swaps Other long-term liabilities — — Interest rate swaps Accrued liabilities — — — Interest rate swaps Deferred financing costs and other assets, net — — — 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 sheets as of December 31, 2016 and 2015 that are subject to enforceable master netting arrangements. As of December 31, 2016 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, 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 — — 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, 2016 December 31, 2015 December 31, 2014 (in thousands) Commodity derivatives (swaps) Cost of sales $ $ $ Interest rate swaps Interest expense We recognized total gains of $361,000 and losses of $1,962,000 for the years ended December 31, 2016 and 2015, respectively, with respect to derivative instruments related to the Mid-Continent business which was included in 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, 2016 | |
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 March 28, 2014, we authorized and issued to Lonestar 1,818,182 Series D Convertible Redeemable Preferred Units (the “Series D Preferred Units”) for a cash purchase price of $22.00 per unit pursuant to the terms of a Series D Subscription Agreement (the “Subscription Agreement”) by and among us, JP Energy GP II LLC, a Delaware limited liability company and general partner to the Partnership (the “General Partner”) and Lonestar. This transaction resulted in proceeds to us of $40,000,000. During the year ended December 31, 2014, we issued to Lonestar 110,727 Series D PIK Units related to the distributions earned for the three months ended June 30, 2014 and the three months ended September 30, 2014. On October 7, 2014, we paid $42,436,000 from proceeds related to the IPO to redeem all then outstanding Series D Preferred Units. Common Units. On 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-one 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. On March 8, 2017, we were merged with and into Merger Sub and each of our common units issued and outstanding were converted into AMID Common Units. See Note 1 for details of the AMID Merger. Subordinated Units . In connection with the IPO, we executed the Third Amended and Restated Agreement of Limited Partnership (“Amended Partnership Agreement”) on October 7, 2014. Our Amended Partnership Agreement provides that, during the subordination period, the common units will have the right to receive distributions 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. On March 8, 2017, we were merged with and into Merger Sub and each of our subordinated units issued and outstanding were converted into AMID Common Units. See Note 1 for details of the AMID Merger. General Partner Interest. As of December 31, 2014, 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. 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, 2016 and 2015, we made the following cash distributions per unit: Quarter Ended Record Date Payment Date Cash Distributions (per unit) December 31, 2014 February 6, 2015 February 13, 2015 $ 0.3038 (1) March 31, 2015 May 7, 2015 May 14, 2015 $ 0.3250 June 30, 2015 August 7, 2015 August 14, 2015 $ 0.3250 September 30, 2015 November 6, 2015 November 13, 2015 $ 0.3250 December 31, 2015 February 5, 2016 February 12, 2016 $ 0.3250 March 31, 2016 May 6, 2016 May 13, 2016 $ 0.3250 June 30, 2016 August 5, 2016 August 12, 2016 $ 0.3250 September 30, 2016 November 4, 2016 November 11, 2016 $ 0.3250 (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 subordinated unit on February 14, 2017. The Fourth Amended and Restated Agreement of Limited Partnership provides that the General Partner may, in its sole discretion, make cash distributions, but there is no requirement that we make any cash distributions. |
Unit-Based Compensation
Unit-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
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 years ended December 31, 2016 and 2015: 2016 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 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 $1,691,000 and $849,000 for the years ended December 31, 2016 and 2015, respectively, which was recorded in general and administrative expense in the consolidated statements of operations. We expect to recognize $2.6 million of compensation expense related to non-vested phantom units over a weighted average period of 1.4 years. We have estimated a weighted average forfeiture rate of 32% 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, 2014, 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 in the year ended December 31, 2015. 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 subordinated unit and the remaining 19.7% was converted into common unit. During the years ended December 31, 2016, 2015 and 2014, unit-based compensation expense of $333,000, $460,000 and $1,789,000, 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, 2016, 2015 and 2014: 2016 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 Outstanding at the end of period 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 — — — — Vested - service condition — — — — Forfeited - service condition — — — — Conversion upon IPO Vested - service condition — — Forfeited - service 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 $228,000 of compensation expense related to non-vested restricted units over a weighted average period of 1.03 years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015, 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, 2016 and 2015. 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 lease 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 $6,070,785, $5,741,000 and $4,806,000 for the years ended December 31, 2016, 2015 and 2014, 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 41 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, 2016 and thereafter are as follows (in thousands): 2017 $ 2018 2019 2020 2021 Thereafter $ |
Reportable Segments
Reportable Segments | 12 Months Ended |
Dec. 31, 2016 | |
Reportable Segments | |
Reportable Segments | 16. Reportable Segments 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 161 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. 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. In the second quarter of 2016, we completed the connection of the North Little Rock terminal to Magellan’s Little Rock Pipeline. Following the connection, the North Little Rock terminal allows delivery from Enterprise TE Products Pipeline Company LLC and Magellan’s Little Rock Pipeline. The Caddo Mills terminal is primarily served by the Explorer Pipeline. In the fourth quarter of 2016, we also completed our ethanol unit train expansion project at our North Little Rock terminal which significantly improved the terminal’s ethanol offloading efficiency and capacity, allowing for offloading of up to 108 car unit trains. NGL distribution and sales . The NGL distribution and sales segment consists of three businesses: (i) portable cylinder tank exchange (ii) NGL sales through our retail, commercial and wholesale distribution business and (iii) NGL gathering and transportation business. Currently, the cylinder exchange network covers 46 states through a network of approximately 20,000 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 chief operating decision maker (“CODM”) evaluates the segments’ operating performance based on Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) plus (minus) interest expense (income), income tax expense (benefit), depreciation and amortization expense, asset impairments, (gains) losses on asset sales, certain non-cash charges such as non-cash equity compensation, non-cash vacation expense, non-cash (gains) losses on commodity derivative contracts (total (gain) loss on commodity derivatives less net cash flow associated with commodity derivatives settled during the period), corporate overhead support from our general partner (expenses incurred by us but absorbed by our general partner and not passed through to us) 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, 2016, 2015 and 2014. Year ended December 31, 2016 2015 2014 (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, 2016 2015 2014 (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 — — Loss on disposal of assets, net Unit-based compensation Total gain (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 Loss from continuing operations before income taxes $ $ $ (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, 2016 2015 (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, 2016 | |
Related Parties | |
Related Parties | 17. Related Parties We performed certain management services for JP Development. We received a monthly fee of $50,000 for these services through January 2016. The monthly fee reduced general and administrative expenses in the consolidated statements of operations by $50,000, $600,000 and $600,000 for the years ended December 31, 2016, 2015 and 2014, 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 provided 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, 2016, 2015 and 2014, we incurred pipeline tariff fees of $372,000, $6,023,000 and $8,875,000, respectively, which have been included in net loss from discontinued operations in the consolidated statements of operations. As of December 31, 2015, we had a net receivable from JP Development of $7,933,000, 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 in the first quarter of 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, we repaid this promissory note in full. 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, was also one of our directors and owned a 5% equity interest in our general partner through October 2016. Our refined products terminals and storage segment sold refined products to TAC during 2016 and 2014. For the years ended December 31, 2016 and 2014, our revenue from TAC was $244,000 and $8,952,000, which is included in NGL and refined product sales - related parties in the consolidated statements of operations. Our NGL distribution and sales segment also purchases refined products from TAC. For the years ended December 31, 2016, 2015 and 2014, we paid $986,000, $1,124,000 and $1,964,000, respectively, for refined product purchases from TAC, which is included in cost of sales in the consolidated statements of operations. Through April of 2015 and during all of 2014, 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 and 2014, we paid $132,000 and $422,000, 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. During the third quarter of 2014, we began performing certain management services for Republic Midstream, LLC (“Republic”), an entity owned by ArcLight. We charged a monthly fee of approximately $75,000 for these services. In September 2016, this monthly fee decreased to approximately $40,000 before ceasing in November 2016. The monthly fee reduced general and administrative expenses in the consolidated statements of operations by $665,000, $712,000 and $297,000 for the years ended December 31, 2016, 2015 and 2014, respectively. During the second quarter of 2015, we began performing crude transportation and marketing services for Republic. We charged $3,214,000 and $3,049,000 for the years ended December 31, 2016 and 2015, respectively, 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, 2016 and 2015, we had a receivable balance due from Republic of $436,000 and $646,000, respectively, which is included in receivables from related parties in the consolidated balance sheets. During the years ended December 31, 2016 and 2015, our general partner agreed to absorb $9,000,000 and $5,500,000 of corporate overhead expenses incurred by us and not pass such expense through to us. We receive reimbursements for these expenses from our general partner in the quarters subsequent to when they were incurred, which was $7,500,000 and $3,000,000 for the years ended December 31, 2016 and 2015, respectively. 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 years ended December 31, 2016 and 2015. The total amounts paid on our behalf or reimbursed to us were $2,400,000 and $2,568,000 for the years ended December 31, 2016 and 2015, respectively, and were treated as deemed contributions from ArcLight. 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, 2016, we had a payable balance due to GP II $134,000, which is included in payables to related parties in the consolidated balance sheets. As discussed in Note 1, on March 8, 2017, in connection with the closing of the AMID Merger, we were merged with and into Merger Sub, a wholly owned subsidiary of AMID, with us surviving the merger as a wholly owned subsidiary of AMID. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
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) 2016 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 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 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation . Our consolidated financial statements have been prepared in accordance with GAAP. All intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. |
Use of Estimates | Use of Estimates . The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents . We consider all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents. Bank overdrafts that do not meet the right of offset criteria are recorded in capital leases and short-term debt in the consolidated balance sheets. |
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 $1,241,000 and $1,217,000 as of December 31, 2016 and 2015, respectively. Bad debt expense for the years ended December 31, 2016, 2015 and 2014 was $408,000, $1,212,000 and $820,000, 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 $5,394,000 and $1,239,000, and insurance receivables due from overpaid premiums and insurance claims, which totaled $2,156,000 and $115,000 as of December 31, 2016 and 2015, 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, 2016, 2015 and 2014. Therefore, the change in the fair value of the derivative asset or liability is reflected in net loss in the consolidated statements of operations (mark-to-market accounting). Cash flows from derivatives settled are reported as cash flow from operating activities, in the same category as the cash flows from the items being economically hedged. We are also a party to a number of contracts that have elements of a derivative instrument. These contracts are primarily forward propane and crude oil purchase and sales contracts with counterparties. Although many of these contracts have the requisite elements of a derivative instrument, these contracts qualify for normal purchase and normal sales exception (“NPNS”) accounting under GAAP because they provide for the delivery of products or services in quantities that are expected to be used in the normal course of operating our business and the price in the contract is based on an underlying that is directly associated with the price of the product or service being purchased or sold. As a result, these contracts are not recorded in our consolidated financial statements until they are settled. |
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 Right-of-way Various* Office furniture and fixtures - years Other equipment - years * |
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. During the fourth quarter of 2016, we recognized impairment charges of $12.8 million in our Pinnacle Propane Express reporting unit within our NGL distribution and sales segment due primarily to declines in future estimated margins as a result of increased competition and recent increases in propane prices and $2.7 million in our JP Liquids reporting unit within our NGL distribution and sales segment due primarily to declines in future estimated volumes. During the fourth quarter of 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. 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 $2,029,000 and $2,809,000 at December 31, 2016 and 2015, 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 $969,000, $909,000 and $906,000 for the years ended December 31, 2016, 2015 and 2014, 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 one 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 2016 2015 2014 (in thousands) Customer A Crude oil pipelines and storage, NGLs distribution and sales Customer B Crude oil pipelines and storage, NGLs distribution and sales * * Customer C Crude oil pipelines and storage * * Customer D 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, 2016, 2015 and 2014, comprehensive loss was equal to net loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements . In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The amendment address the definition of what qualifies as a business to provide guidance to companies when determining whether the transaction should be treated as acquisitions of assets or businesses. The ASU is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently evaluating the potential impact this standard will have on our consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . The amendments in this ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The ASU is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently evaluating the potential impact this standard will have on our consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 addresses specific cash flow issues with the objective of reducing the diversity that exists in practice in how certain transactions are classified in the statement of cash flows. The standard is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption of this ASU is permitted. We adopted ASU 2016-15 in the third quarter of 2016 and the adoption did not have a material impact on our consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. The adoption of ASU 2016-09 is not expected to have a material impact on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842) . Lessees will need to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. It will be critical to identify leases embedded in a contract to avoid misstating the lessee’s balance sheet. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years. We are currently evaluating the potential impact this standard will have on our consolidated financial statements and related disclosures. In January 2016, the FASB issued 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 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. The adoption of ASU 2015-11 is not expected to have a material impact on our consolidated financial statements and related 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). In August 2015, the FASB issued ASU No. 2015-14, Update Revenue from Contracts with Customers (Topic 606) , which defers the effective date of ASU 2014-09 for public and non-public entities reporting under U.S. GAAP for one year. The FASB also decided to permit entities to early adopt the standard but adoption is not permitted earlier than the original effective date for public entities. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations (Reporting Gross versus Net) , which is intended to provide clarity to principal versus agent considerations when it comes to revenue recognition related to ASU 2014-09. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing , which provides clarity to a few items for identifying performance obligations and licensing where the board had received feedback on the issuance of ASU 2014-09. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers , which provides clarity and narrows the scope on numerous issues that have arisen from feedback the board received on the issuance of ASU 2014-09. ASU 2016-08, ASU 2016-10, and ASU 2016-20 are not effective until ASU 2014-09 becomes effective. We are currently evaluating the potential impact this standard will have on our consolidated financial statements and related disclosures. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 Right-of-way Various* Office furniture and fixtures - years Other equipment - years * |
Revenues from transactions with an external customer amounting to 10% or more of revenue | Year Ended December 31, Customer Reportable Segment 2016 2015 2014 (in thousands) Customer A Crude oil pipelines and storage, NGLs distribution and sales Customer B Crude oil pipelines and storage, NGLs distribution and sales * * Customer C Crude oil pipelines and storage * * Customer D 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, 2016 | |
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, 2016 2015 2014 (in thousands) 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 (Gain) loss on disposal of assets, net Total costs and expenses OPERATING (LOSS) INCOME OTHER INCOME (EXPENSE) Interest expense Other income, net — (LOSS) INCOME FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES Income tax expense — — — NET (LOSS) INCOME FROM DISCONTINUED OPERATIONS $ $ $ Consolidated Balance Sheets The current and non-current assets and liabilities of the Mid-Continent Business are as follows: December 31, 2015 (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 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, 2016 2015 2014 (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 — — (Gain) 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 (in thousands) Revenues from discontinued operations $ Net loss of discontinued operations, including loss on disposal of $7,288 in 2014 |
Net Income Per Unit (Tables)
Net Income Per Unit (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Net Loss Per Unit | |
Schedule of basic and diluted net loss per unit | Year ended December 31, 2016 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, 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 | Year Ended December 31, 2016 2015 Phantom units |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 $ |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory | |
Schedule of inventory | December 31, December 31, 2016 2015 (in thousands) Crude oil $ $ NGLs Refined products Materials, supplies and equipment Total inventory $ $ |
Property, Plant and Equipment31
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment, net | |
Schedule of property, plant and equipment, net | December 31, 2016 2015 (in thousands) Land $ $ Buildings and improvements Transportation equipment Storage and propane tanks Pipelines and linefill Right-of-way 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, 2016 | |
Goodwill and Intangible Assets | |
Schedule of intangible assets | December 31, 2016 Gross Net carrying Accumulated carrying amount amortization amount (in thousands) Customer relationships $ $ $ Noncompete agreements Trade names Customer contract Other Total $ $ $ December 31, 2015 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 | 2017 $ 2018 2019 2020 2021 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, 2015 $ $ $ $ Goodwill acquired during the year — — Goodwill impairment — Balance at December 31, 2015 Goodwill impairment — — Balance at December 31, 2016 $ $ $ $ |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities | |
Schedule of accrued liabilities | December 31, 2016 2015 (in thousands) Taxes payable $ $ Accrued payroll and employee benefits Royalties payable Recoverable gas costs Other Total accrued liabilities $ $ |
Capital Leases and Other Shor34
Capital Leases and Other Short-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Capital Leases and Other Short-Term Debt | |
Schedule of assets held under capital lease agreements | December 31, 2016 2015 (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, 2017 $ 2018 2019 2020 2021 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, 2016 | |
Long-Term Debt | |
Schedule of long-term debt | December 31, 2016 2015 (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 | As of December 31, 2016, our scheduled principal repayments of long-term debt for each of the next five years ending December 31 and thereafter are as follows (in thousands): 2017 $ 2018 — 2019 (1) 2020 — 2021 — Thereafter — Total $ (1) On March 8, 2017, in connection with the closing of the AMID Merger, the BOA Credit Agreement was paid off in full and the credit agreement was terminated. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 2016 2015 2016 2015 (in thousands) Commodity swaps Prepaid expenses and other current assets $ $ $ — $ — Commodity swaps Accrued liabilities — — Commodity swaps Deferred financing costs and other assets, net — — — Commodity swaps Other long-term liabilities — — Interest rate swaps Accrued liabilities — — — Interest rate swaps Deferred financing costs and other assets, net — — — |
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, 2016 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, 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, 2016 December 31, 2015 December 31, 2014 (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, 2016 December 31, 2015 Notional Volume Maturity Notional Volume Maturity Commodity Swaps : Propane Fixed Price (Gallons) Jan 2017 - Nov 2018 Jan 2016 - July 2017 Crude Oil Fixed Price (Barrels) — — Jan 2016 Crude Oil Basis (Barrels) Jan 2017 - Mar 2017 — — |
Partners' Capital (Tables)
Partners' Capital (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Partners' Capital | |
Schedule of distributions paid to existing unit holders | Quarter Ended Record Date Payment Date Cash Distributions (per unit) December 31, 2014 February 6, 2015 February 13, 2015 $ 0.3038 (1) March 31, 2015 May 7, 2015 May 14, 2015 $ 0.3250 June 30, 2015 August 7, 2015 August 14, 2015 $ 0.3250 September 30, 2015 November 6, 2015 November 13, 2015 $ 0.3250 December 31, 2015 February 5, 2016 February 12, 2016 $ 0.3250 March 31, 2016 May 6, 2016 May 13, 2016 $ 0.3250 June 30, 2016 August 5, 2016 August 12, 2016 $ 0.3250 September 30, 2016 November 4, 2016 November 11, 2016 $ 0.3250 (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. |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Phantom Share Units (PSUs) | |
Unit-Based Compensation | |
Summary of restricted (non vested) common units | 2016 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 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 |
Restricted Stock Units (RSUs) | |
Unit-Based Compensation | |
Summary of restricted (non vested) common units | 2016 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 Outstanding at the end of period 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 — — — — Vested - service condition — — — — Forfeited - service condition — — — — Conversion upon IPO Vested - service condition — — Forfeited - service condition — — Outstanding at the end of period — — |
Commitments and Contingencies (
Commitments and Contingencies (Table) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and thereafter are as follows (in thousands): 2017 $ 2018 2019 2020 2021 Thereafter $ |
Reportable Segments (Tables)
Reportable Segments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Reportable Segments | |
Schedule of financial data for each reportable segment | Year ended December 31, 2016 2015 2014 (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 income loss from continuing operations before income taxes | Year ended December 31, 2016 2015 2014 (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 — — Loss on disposal of assets, net Unit-based compensation Total gain (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 Loss from continuing operations before income taxes $ $ $ (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, 2016 2015 (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 41
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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) 2016 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 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 |
Business and Basis of Present42
Business and Basis of Presentation (IPO) (Details) $ / shares in Units, $ in Thousands | Oct. 07, 2014USD ($)$ / sharesshares | Oct. 07, 2014USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | Oct. 23, 2016 |
Business and Basis of Presentation | ||||||
Distribution of accounts receivable | $ 92,100 | |||||
Units of ownership interest in partnership | shares | 18,532,419 | 18,465,320 | ||||
Number of general partner units recharacterized as non-economic general partner interest | shares | 45 | |||||
Proceeds from IPO | $ 257,100 | |||||
Offering expenses | 2,000 | |||||
Amount of redemption of preferred units | $ 42,436 | |||||
Repayment of debt outstanding | $ 451 | $ 512 | 5,032 | |||
Increase (decrease) in working capital of the Partnership | 17,100 | |||||
Amount borrowed in order to replenish working capital | $ 74,000 | $ 130,000 | $ 390,800 | |||
Acquisition revolving credit facility | ||||||
Business and Basis of Presentation | ||||||
Repayment of debt outstanding | 195,600 | |||||
Amount borrowed in order to replenish working capital | $ 75,000 | |||||
Series D Preferred Unit | ||||||
Business and Basis of Presentation | ||||||
Percentage of preferred units redeemed | 100.00% | |||||
Amount of redemption of preferred units | $ 42,436 | |||||
Lonestar | ||||||
Business and Basis of Presentation | ||||||
Distribution of accounts receivable | $ 72,500 | |||||
TAC | ||||||
Business and Basis of Presentation | ||||||
Distribution of accounts receivable | 6,000 | |||||
JP Development | ||||||
Business and Basis of Presentation | ||||||
Distribution of accounts receivable | $ 3,300 | |||||
Common | IPO | ||||||
Business and Basis of Presentation | ||||||
Number of common units issued to the public | shares | 13,750,000 | 13,750,000 | ||||
Percentage of ownership interest in partnership | 37.70% | 37.70% | ||||
Per unit price of common units issued to the public | $ / shares | $ 20 | |||||
Proceeds from IPO | $ 257,100 | |||||
Prior to the closing of the IPO | Existing Common Units | ||||||
Business and Basis of Presentation | ||||||
Percentage of ownership interest in partnership | 19.70% | 19.70% | ||||
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) | |||||
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 | ||||||
Percentage of ownership interest in partnership | 80.30% | 80.30% | ||||
Conversion of units (in units) | shares | 18,213,502 | |||||
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 | ||||||
Percentage of ownership interest in partnership | 12.30% | |||||
Conversion of units (in units) | shares | 4,463,502 | |||||
American Midstream Partners, L.P. (“AMID”) | ||||||
Business and Basis of Presentation | ||||||
Conversion rate | 0.5775 | |||||
American Midstream Partners, L.P. (“AMID”) | Lonestar, J P Energy Development L P (the “Affiliated Holders”) | ||||||
Business and Basis of Presentation | ||||||
Conversion rate | 0.5225 |
Business and Basis of Present43
Business and Basis of Presentation (Dropdown) (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 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (Accounts Receivable) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts Receivable | ||
Accounts receivable, allowance for doubtful accounts | $ 1,241,000 | $ 1,217,000 |
Prepaid Expenses and Other Current Assets | ||
Prepaid insurance premiums | 5,394,000 | 1,239,000 |
Insurance claim receivables | $ 2,156,000 | $ 115,000 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies (PP&E) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
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 Accoun46
Summary of Significant Accounting Policies (Long-lived Assets) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Held-for-sale | Mid-Continent Business | |
Impairment of Long-Lived Assets | |
Asset impairment | $ 4,970 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies (Goodwill and Other Intangibles) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill | ||||
Impairment loss | $ 15,456 | $ 29,896 | $ 0 | |
Goodwill written off | 29,896 | |||
NGL distribution and sales | Pinnacle Propane Express | ||||
Goodwill | ||||
Impairment loss | $ 12,800 | |||
NGL distribution and sales | JP Liquids | ||||
Goodwill | ||||
Impairment loss | $ 2,700 | 6,322 | ||
Crude oil pipelines and storage | ||||
Goodwill | ||||
Goodwill written off | 23,574 | |||
Crude oil pipelines and storage | Crude Oil Supply and Logistics | ||||
Goodwill | ||||
Impairment loss | 23,574 | |||
Held-for-sale | Mid-Continent Business | ||||
Goodwill | ||||
Impairment loss | 7,939 | |||
Disposed of by Sale | Bakken Business | ||||
Goodwill | ||||
Goodwill written off | $ 1,984 | $ 1,984 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies (Deferred Financing Costs) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred Financing Costs | |||
Debt issuance costs, net | $ 2,029 | $ 2,809 | |
Loss on extinguishment of debt | $ 1,634 | ||
Amortization of deferred financing costs | $ 969 | $ 909 | $ 906 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies (Revenue Recognition) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue Recognition | |||||||||||
Revenues | $ 142,895,000 | $ 122,805,000 | $ 130,769,000 | $ 97,491,000 | $ 153,205,000 | $ 154,641,000 | $ 199,448,000 | $ 173,291,000 | $ 493,960,000 | $ 680,585,000 | $ 726,154,000 |
Current Federal Income Tax | |||||||||||
Federal income tax | 0 | ||||||||||
Refined products terminals and storage | |||||||||||
Revenue Recognition | |||||||||||
Revenues | $ 28,168,000 | $ 23,227,000 | $ 23,287,000 | ||||||||
Refined products terminals and storage | Minimum | |||||||||||
Revenue Recognition | |||||||||||
Initial term before evergreen provisions | 1 year | ||||||||||
Refined products terminals and storage | Maximum | |||||||||||
Revenue Recognition | |||||||||||
Initial term before evergreen provisions | 2 years | ||||||||||
Operating segment | Crude oil pipelines and storage | Customer C | Sales Revenue | Customer Concentration Risk | |||||||||||
Revenue Recognition | |||||||||||
Revenues | $ 55,540,000 | ||||||||||
Operating segment | Crude oil pipelines and storage | Customer C | Maximum | Sales Revenue | Customer Concentration Risk | |||||||||||
Concentration Risk | |||||||||||
Concentration risk percentage | 10.00% | 10.00% | |||||||||
Operating segment | Crude oil pipelines and storage | Customer D | Sales Revenue | Customer Concentration Risk | |||||||||||
Revenue Recognition | |||||||||||
Revenues | $ 90,923,000 | ||||||||||
Operating segment | Crude oil pipelines and storage | Customer D | Maximum | Sales Revenue | Customer Concentration Risk | |||||||||||
Concentration Risk | |||||||||||
Concentration risk percentage | 10.00% | 10.00% | |||||||||
Operating segment | Crude oil supply and logistics | Customer A | Sales Revenue | Customer Concentration Risk | |||||||||||
Revenue Recognition | |||||||||||
Revenues | $ 123,530,000 | $ 252,969,000 | $ 164,115,000 | ||||||||
Operating segment | Crude oil supply and logistics | Customer B | Sales Revenue | Customer Concentration Risk | |||||||||||
Revenue Recognition | |||||||||||
Revenues | $ 76,367,000 | ||||||||||
Operating segment | Crude oil supply and logistics | Customer B | Maximum | Sales Revenue | Customer Concentration Risk | |||||||||||
Concentration Risk | |||||||||||
Concentration risk percentage | 10.00% | 10.00% |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 01, 2016 | |
Discontinued operations | ||||
Goodwill allocated to discontinued operations | $ 29,896 | |||
Impairment loss | $ 15,456 | 29,896 | $ 0 | |
Mid-Continent Business | Disposed of by Sale | ||||
Discontinued operations | ||||
Sales Price | $ 9,685 | |||
Loss on sale | 12,909 | |||
Mid-Continent Business | Held-for-sale | ||||
Discontinued operations | ||||
Impairment loss | $ 7,939 |
Discontinued Operations (Income
Discontinued Operations (Income Statement) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
OTHER INCOME (EXPENSE) | ||||||||
NET (LOSS) INCOME FROM DISCONTINUED OPERATIONS | $ (539) | $ (13,839) | $ (1,247) | $ 542 | $ (407) | $ (539) | $ (14,951) | $ (9,275) |
Mid-Continent Business | Held-for-sale | ||||||||
REVENUES | ||||||||
Crude oil sales | 11,493 | 429,716 | 967,359 | |||||
Gathering, transportation and storage fees | 16 | 31 | ||||||
Other revenues | 2 | 52 | 90 | |||||
Total revenues | 11,495 | 429,784 | 967,480 | |||||
COSTS AND EXPENSES | ||||||||
Cost of sales, excluding depreciation and amortization | 11,687 | 426,886 | 961,428 | |||||
Operating expense | 172 | 1,402 | 1,930 | |||||
General and administrative | 31 | 867 | 936 | |||||
Impairment of goodwill and assets held for sale | 12,909 | |||||||
Depreciation and amortization | 211 | 2,281 | 2,258 | |||||
(Gain) loss on disposal of assets | 114 | (119) | (229) | |||||
Total costs and expenses | 11,987 | 444,464 | 966,781 | |||||
OPERATING (LOSS) INCOME | (492) | (14,680) | 699 | |||||
OTHER INCOME (EXPENSE) | ||||||||
Interest expense | (47) | (296) | (412) | |||||
Other income, net | 25 | 46 | ||||||
(LOSS) INCOME FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES | (539) | (14,951) | 333 | |||||
NET (LOSS) INCOME FROM DISCONTINUED OPERATIONS | $ (539) | $ (14,951) | $ 333 |
Discontinued Operations (Balanc
Discontinued Operations (Balance Sheet) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Current assets | |
Total Current assets of discontinued operations held for sale | $ 2,730 |
Non-current assets | |
Total Non-current assets of discontinued operations held for sale | 6,644 |
Current liabilities | |
Total Current liabilities of discontinued operations held for sale | 640 |
Mid-Continent Business | Held-for-sale | |
Current assets | |
Inventory | 2,692 |
Prepaid expenses and other current assets | 38 |
Total Current assets of discontinued operations held for sale | 2,730 |
Non-current assets | |
Property, plant and equipment, net | 5,203 |
Intangible assets, net | 1,138 |
Deferred financing costs and other assets, net | 303 |
Total Non-current assets of discontinued operations held for sale | 6,644 |
Total Assets of discontinued operations held for sale | 9,374 |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Investing noncash items related to discontinued operations | |||
Accrued capital expenditures | $ 1,180 | $ 3,796 | $ 3,628 |
Mid-Continent Business | Held-for-sale | |||
Discontinued operations | |||
Depreciation | 115 | 1,127 | 1,104 |
Amortization | 96 | 1,154 | 1,154 |
Capital expenditures | 637 | 316 | |
Other operating noncash items related to discontinued operations: | |||
Impairment of goodwill and assets held for sale | 12,909 | ||
Derivative valuation changes | 630 | ||
(Gain) loss on disposal of assets | $ (114) | $ 119 | 229 |
Non-cash inventory LCM adjustments | 222 | ||
Investing noncash items related to discontinued operations | |||
Accrued capital expenditures | $ 218 |
Discontinued Operations (Bakken
Discontinued Operations (Bakken) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | |
Discontinued operations | |||||
Goodwill allocated to discontinued operations | $ 201,236 | $ 216,692 | $ 240,782 | ||
Goodwill written off | 29,896 | ||||
Impairment loss | $ 15,456 | 29,896 | 0 | ||
Bakken Business | Disposed of by Sale | |||||
Discontinued operations | |||||
Sales Price | $ 9,100 | ||||
Loss on sale | $ 7,288 | 7,288 | |||
Goodwill written off | $ 1,984 | 1,984 | |||
Revenues from discontinued operations | 7,865 | ||||
Net (loss) gain of discontinued operations, net of taxes, including loss on disposal of $7,288 in 2014 | $ (9,608) |
Net Income Per Unit (Details)
Net Income Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 24, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | 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 | $ 48,070 | $ 47,743 | $ 11,014 | |||||||||
Distribution in excess of net income | (82,054) | (91,448) | (29,964) | |||||||||
Net (loss) income from continuing operations allocated to limited partners | (33,984) | (43,705) | (18,950) | |||||||||
Net loss from discontinued operations attributable to the limited partners | (539) | (14,951) | 334 | |||||||||
Net loss allocated to limited partners | $ (34,523) | $ (58,656) | $ (18,616) | |||||||||
Weighted average units outstanding: | ||||||||||||
Weighted average limited partner units - Basic (in shares) | 36,639,569 | 36,525,294 | 36,422,580 | |||||||||
Common | ||||||||||||
Net loss from continuing operations attributable to the limited partners: | ||||||||||||
Distribution declared | $ 24,508 | $ 24,172 | $ 5,523 | |||||||||
Distribution in excess of net income | (41,463) | (46,002) | (14,983) | |||||||||
Net (loss) income from continuing operations allocated to limited partners | (16,955) | (21,830) | (9,460) | |||||||||
Net loss from discontinued operations attributable to the limited partners | (272) | (7,521) | 167 | |||||||||
Net loss allocated to limited partners | $ (17,227) | $ (29,351) | $ (9,293) | |||||||||
Weighted average units outstanding: | ||||||||||||
Weighted average limited partner units - Basic (in shares) | 18,514,476 | 18,373,594 | 18,212,632 | |||||||||
Net income (loss) per unit: | ||||||||||||
Basic and diluted from continuing operations (in dollars per unit) | $ (0.60) | $ (0.18) | $ (0.06) | $ (0.07) | $ (0.88) | $ (0.19) | $ (0.15) | $ 0.03 | $ (0.92) | $ (1.19) | $ (0.52) | |
Basic and diluted from discontinued operations (in dollars per share) | (0.01) | (0.41) | 0.01 | |||||||||
Basic and diluted total (in dollars per unit) | (0.60) | (0.18) | (0.06) | (0.09) | (1.26) | (0.23) | (0.13) | 0.02 | $ (0.93) | $ (1.60) | $ (0.51) | |
Subordinated | ||||||||||||
Net loss from continuing operations attributable to the limited partners: | ||||||||||||
Distribution declared | $ 23,562 | $ 23,571 | $ 5,491 | |||||||||
Distribution in excess of net income | (40,591) | (45,446) | (14,981) | |||||||||
Net (loss) income from continuing operations allocated to limited partners | (17,029) | (21,875) | (9,490) | |||||||||
Net loss from discontinued operations attributable to the limited partners | (267) | (7,430) | 167 | |||||||||
Net loss allocated to limited partners | $ (17,296) | $ (29,305) | $ (9,323) | |||||||||
Weighted average units outstanding: | ||||||||||||
Weighted average limited partner units - Basic (in shares) | 18,125,093 | 18,151,700 | 18,209,948 | |||||||||
Net income (loss) per unit: | ||||||||||||
Basic and diluted from continuing operations (in dollars per unit) | (0.60) | (0.19) | (0.07) | (0.08) | (0.88) | (0.20) | (0.15) | 0.03 | $ (0.94) | $ (1.20) | $ (0.52) | |
Basic and diluted from discontinued operations (in dollars per share) | (0.01) | (0.41) | 0.01 | |||||||||
Basic and diluted total (in dollars per unit) | $ (0.60) | $ (0.19) | $ (0.07) | $ (0.09) | $ (1.26) | $ (0.23) | $ (0.14) | $ 0.02 | $ (0.95) | $ (1.61) | $ (0.51) |
Net Income Per Unit (Antidiluti
Net Income Per Unit (Antidilutive) (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive securities excluded from computation of diluted earnings per unit | ||
Phantom units | 530,133 | 406,218 |
Acquisitions and Dispositions57
Acquisitions and Dispositions (2015 Acquisitions) (Details) - USD ($) $ in Thousands | May 08, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Goodwill | $ 216,692 | $ 201,236 | $ 216,692 | $ 240,782 | |
Southern Propane Member | |||||
Acquisitions | |||||
Total purchase price | $ 16,292 | ||||
Consideration - cash payment | 12,475 | ||||
Consideration - working capital adjustment | $ 108 | ||||
Equity issued as part of acquisition (in units) | 266,951 | ||||
Value of equity issued as part of acquisition | $ 3,442 | ||||
Contingent earn-out at fair value | 267 | 243 | 243 | ||
Maximum contingent earn-out | 1,250 | ||||
Realized gains due to the changes in fair value of liabilities | 243 | 24 | |||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Accounts receivable | 932 | ||||
Inventory | 24 | ||||
Total current assets | 956 | ||||
Property, plant and equipment | 2,962 | ||||
Total identifiable net assets acquired | 10,486 | ||||
Goodwill | 5,806 | ||||
Net assets acquired | 16,292 | ||||
Revenues attributable to acquiree since acquisition date | 3,849 | 5,766 | |||
Acquisition - pro forma information | |||||
Revenues attributable to acquiree since acquisition date | 3,849 | 5,766 | |||
Southern Propane Member | Customer relationships | |||||
Allocation of total purchase price to assets acquired and liabilities assumed | |||||
Intangible assets | $ 6,163 | ||||
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 | ||||
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 | ||||
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 | $ 15,363 | $ 30,819 | $ 31,335 |
Acquisitions and Dispositions58
Acquisitions and Dispositions (Disposition) (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations $ in Thousands | Nov. 02, 2015USD ($) |
Discontinued operations | |
Disposal Group, Excluding Discontinued Operation, Consideration | $ 1,914 |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 1,046 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory | ||
Total inventory | $ 6,515 | $ 4,786 |
Crude oil | ||
Inventory | ||
Total inventory | 1,270 | 338 |
NGLs | ||
Inventory | ||
Total inventory | 3,194 | 2,364 |
Refined products | ||
Inventory | ||
Total inventory | 264 | 430 |
Materials, supplies and equipment | ||
Inventory | ||
Total inventory | $ 1,787 | $ 1,654 |
Property, Plant and Equipment60
Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment, net | |||
Total property, plant and equipment | $ 378,922 | $ 365,935 | |
Less: accumulated depreciation | (100,772) | (74,481) | |
Property, Plant and Equipment, Net, Total | 278,150 | 291,454 | |
Depreciation expenses | 30,108 | 29,391 | $ 23,514 |
Land | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 6,699 | 6,874 | |
Building and Building Improvements | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 12,846 | 12,561 | |
Transportation equipment | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 44,060 | 46,582 | |
Storage And Propane Tanks | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 151,793 | 151,988 | |
Pipelines and linefill | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 84,207 | 73,404 | |
Right-of-way | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 5,563 | 3,891 | |
Office furniture and fixtures | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 12,751 | 9,701 | |
Other equipment | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 52,439 | 48,171 | |
Construction in Progress | |||
Property, Plant and Equipment, net | |||
Total property, plant and equipment | 8,564 | 12,763 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale | Mid-Continent and Bakken Business | |||
Property, Plant and Equipment, net | |||
Depreciation expenses | $ 115 | $ 1,127 | $ 1,685 |
Goodwill and Intangible Asset61
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Intangible assets | |||
Gross carrying amount | $ 179,871 | $ 182,550 | |
Accumulated amortization | (62,486) | (48,118) | |
Net carrying amount | 117,385 | 134,432 | |
Amortization expense | 17,043 | 17,461 | $ 16,716 |
Customer relationships | |||
Intangible assets | |||
Gross carrying amount | 80,103 | 82,630 | |
Accumulated amortization | (25,775) | (20,761) | |
Net carrying amount | 54,328 | 61,869 | |
Noncompete agreements | |||
Intangible assets | |||
Gross carrying amount | 3,423 | 3,575 | |
Accumulated amortization | (3,086) | (2,664) | |
Net carrying amount | 337 | 911 | |
Trade names | |||
Intangible assets | |||
Gross carrying amount | 553 | 553 | |
Accumulated amortization | (191) | (139) | |
Net carrying amount | 362 | 414 | |
Customer contract | |||
Intangible assets | |||
Gross carrying amount | 95,594 | 95,594 | |
Accumulated amortization | (33,414) | (24,538) | |
Net carrying amount | 62,180 | 71,056 | |
Other | |||
Intangible assets | |||
Gross carrying amount | 198 | 198 | |
Accumulated amortization | (20) | (16) | |
Net carrying amount | 178 | 182 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale | Mid-Continent and Bakken Business | |||
Intangible assets | |||
Amortization expense | $ 96 | 1,154 | 2,007 |
Disposed of by Sale | Customer contract | Bakken Business | |||
Intangible assets | |||
Intangible assets, written off | $ 8,060 | ||
Held-for-sale | Customer relationships | Mid-Continent Business | |||
Intangible assets | |||
Intangible assets, written off | $ 689 |
Goodwill and Intangible Asset62
Goodwill and Intangible Assets (Amortization) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Estimated future amortization expense for amortizable intangible assets | ||
2,017 | $ 15,249 | |
2,018 | 15,105 | |
2,019 | 13,499 | |
2,020 | 10,790 | |
2,021 | 9,647 | |
Thereafter | 53,095 | |
Net carrying amount | 117,385 | $ 134,432 |
Customer relationships | ||
Estimated future amortization expense for amortizable intangible assets | ||
Net carrying amount | 54,328 | $ 61,869 |
Customer relationships | Cushing, Oklahoma | ||
Estimated future amortization expense for amortizable intangible assets | ||
Expected to accelerate the remaining amortization from first quarter of 2017 to August 2017 | $ 9,960 |
Goodwill and Intangible Asset63
Goodwill and Intangible Assets (Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill activity | |||
Balance at beginning | $ 216,692 | $ 240,782 | |
Goodwill acquired during the year | 5,806 | ||
Goodwill impairment | (15,456) | (29,896) | $ 0 |
Disposals | (29,896) | ||
Balance at end | 201,236 | 216,692 | 240,782 |
Crude oil pipelines and storage | |||
Goodwill activity | |||
Balance at beginning | 124,710 | 148,284 | |
Disposals | (23,574) | ||
Balance at end | 124,710 | 124,710 | 148,284 |
Refined products terminals and storage | |||
Goodwill activity | |||
Balance at beginning | 61,163 | 61,163 | |
Balance at end | 61,163 | 61,163 | 61,163 |
NGL distribution and sales | |||
Goodwill activity | |||
Balance at beginning | 30,819 | 31,335 | |
Goodwill acquired during the year | 5,806 | ||
Goodwill impairment | (15,456) | ||
Disposals | (6,322) | ||
Balance at end | 15,363 | 30,819 | 31,335 |
Pinnacle Propane Express Reporting Unit And JP Liquids | |||
Goodwill activity | |||
Goodwill impairment | $ (15,456,000,000) | ||
Crude Oil Supply and Logistics and JP Liquids | |||
Goodwill activity | |||
Goodwill impairment | (29,896) | ||
Crude Oil Supply and Logistics | Crude oil pipelines and storage | |||
Goodwill activity | |||
Goodwill impairment | (23,574) | ||
Held-for-sale | Mid-Continent Business | |||
Goodwill activity | |||
Goodwill impairment | (7,939) | ||
Disposed of by Sale | Bakken Business | |||
Goodwill activity | |||
Disposals | $ (1,984) | $ (1,984) |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities | ||
Taxes payable | $ 1,066 | $ 1,204 |
Accrued payroll and employee benefits | 6,578 | 4,756 |
Royalties payable | 3,926 | 4,163 |
Recoverable gas costs | 1,126 | 1,337 |
Short-term derivative liabilities | 358 | |
Other | 2,572 | 3,800 |
Total accrued liabilities | $ 15,268 | $ 15,260 |
Capital Leases and Other Shor65
Capital Leases and Other Short-Term Debt (Leases) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets under capital lease agreements | ||
Capital Leased Assets, Gross | $ 533 | $ 351 |
Less: Accumulated depreciation | (307) | (197) |
Assets under capital lease, net | 226 | 154 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity | ||
2,017 | 105 | |
2,018 | 70 | |
2,019 | 61 | |
2,020 | 52 | |
2,021 | 33 | |
Capital Leases, Future Minimum Payments Due, Total | 321 | |
Less: amounts representing interest | (96) | |
Total obligations under capital leases | 225 | |
Less: current portion | (77) | |
Long-term capital lease obligation | 148 | |
Building and Building Improvements | ||
Assets under capital lease agreements | ||
Capital Leased Assets, Gross | 277 | 16 |
Transportation equipment | ||
Assets under capital lease agreements | ||
Capital Leased Assets, Gross | 85 | 167 |
Office Furniture and Equipment | ||
Assets under capital lease agreements | ||
Capital Leased Assets, Gross | 133 | 133 |
Other equipment | ||
Assets under capital lease agreements | ||
Capital Leased Assets, Gross | $ 38 | $ 35 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 12, 2014 |
Long-Term Debt | |||
Total long-term debt | $ 177,950 | $ 163,194 | |
Less: Current maturities | (950) | (454) | |
Total long-term debt, net of current maturities | 177,000 | 162,740 | |
Long-term Debt, Excluding Current Maturities | 177,000 | 162,740 | |
Revolving loans | Bank of America, N.A | |||
Long-Term Debt | |||
Total long-term debt | 177,000 | 162,000 | |
Loans | F&M bank | |||
Long-Term Debt | |||
Total long-term debt | $ 4,135 | ||
Notes payable | HBH | |||
Long-Term Debt | |||
Total long-term debt | $ 950 | 1,077 | |
Noncompete notes payable | |||
Long-Term Debt | |||
Total long-term debt | $ 117 |
Long-Term Debt (BOA) (Details)
Long-Term Debt (BOA) (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Feb. 12, 2014USD ($) | |
Long-Term Debt | |||
Total long-term debt | $ 177,950,000 | $ 163,194,000 | |
Credit Agreement | Bank of America, N.A | |||
Long-Term Debt | |||
Unused balance | 78,150,000 | ||
Available borrowings | $ 19,850,000 | ||
Commitment fee on the unused commitments (as a percent) | 0.50% | ||
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 | 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 | $ 177,000,000 | 162,000,000 | |
Revolving loans | Credit Agreement | Bank of America, N.A | |||
Long-Term Debt | |||
Maximum borrowing capacity | 275,000,000 | $ 275,000,000 | |
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 |
Long-Term Debt (HBH and Non-Com
Long-Term Debt (HBH and Non-Compete) (Details) - USD ($) | 12 Months Ended | 24 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Sep. 30, 2016 | Nov. 15, 2011 | |
Long-Term Debt | ||||||
Outstanding balance | $ 177,950,000 | $ 163,194,000 | $ 163,194,000 | |||
Notes payable | HBH | ||||||
Long-Term Debt | ||||||
Face amount | $ 2,012,500 | |||||
Outstanding balance | $ 950,000 | 1,077,000 | 1,077,000 | |||
Interest rate (as a percent) | 5.00% | |||||
Accretion expense | $ 54,000 | 55,000 | $ 66,000 | |||
Notes payable | HBH | Minimum | ||||||
Long-Term Debt | ||||||
Periodic payment amount | $ 2,012,500 | |||||
Noncompete notes payable | ||||||
Long-Term Debt | ||||||
Outstanding balance | 117,000 | $ 117,000 | ||||
Noncompete notes payable | HPX | ||||||
Long-Term Debt | ||||||
Term of debt instrument | 5 years | |||||
Fair value of debt | $ 117,000 | $ 117,000 | ||||
Effective borrowing rate (as a percent) | 3.50% | 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 ($)item | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Feb. 12, 2014USD ($) | Nov. 05, 2013USD ($) |
Long-Term Debt | |||||||
Outstanding balance | $ 177,950,000 | $ 163,194,000 | |||||
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, 2016 | Dec. 31, 2015 |
Scheduled principal repayments of long-term debt | ||
2,017 | $ 950 | |
2,019 | 177,000 | |
Outstanding balance | $ 177,950 | $ 163,194 |
Derivative Instruments (Details
Derivative Instruments (Details) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2015USD ($) | Dec. 31, 2016USD ($)itemgalbbl | Dec. 31, 2015USD ($)itemgal | |
Derivative Instruments | |||
Early Settlement of Commodity Derivatives | $ 8,745,000 | $ 8,745,000 | |
Derivative Assets | |||
Derivative contracts - current, Gross Amount Recognized | $ 607,000 | 92,000 | |
Derivative contracts - current, Gross Amounts Offset | (72,000) | (92,000) | |
Derivative contracts - current, Net Amounts Presented in the Balance Sheet | 535,000 | ||
Derivative contracts - current, Net Amount | 535,000 | ||
Derivative contracts - noncurrent, Gross Amount Recognized | 263,000 | ||
Derivative contracts - noncurrent, Gross Amounts Offset | (1,000) | ||
Derivative contracts - noncurrent, Net Amounts Presented in the Balance Sheet | 262,000 | ||
Derivative contracts - noncurrent, Net amount | 262,000 | ||
Derivative Liabilities | |||
Derivative contracts - current, Gross Amount Recognized | 72,000 | 450,000 | |
Derivative contracts - current, Gross Amounts Offset | (72,000) | (92,000) | |
Derivative contracts - current , Net Amounts Presented in the Balance Sheet | 358,000 | ||
Derivative contracts - current, Net Amount | 358,000 | ||
Derivative contracts - noncurrent, Gross Amount Recognized | 1,000 | 24,000 | |
Derivative contracts - noncurrent, Gross Amounts Offset | $ (1,000) | ||
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 | 4,364,880 | 8,614,631 | |
Commodity swap contracts | Fixed Price Swap | |||
Derivative Instruments | |||
Notional amount | $ 93,000 | ||
Commodity swap contracts | Basis Swap | |||
Derivative Instruments | |||
Notional amount (in gallons or barrels) | bbl | 180,000 | ||
Interest rate swap contracts | |||
Derivative Instruments | |||
Notional amount | $ 100,000,000 | ||
Number of derivative contracts | item | 0 | ||
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 | $ 607,000 | $ 92,000 | |
Derivatives not designated as hedging contracts | Commodity swap contracts | Deferred financing costs and other assets, net | |||
Derivative Instruments | |||
Asset Derivatives | 37,000 | ||
Derivatives not designated as hedging contracts | Commodity swap contracts | Accrued liabilities. | |||
Derivative Instruments | |||
Liability Derivatives | (1,000) | (450,000) | |
Derivatives not designated as hedging contracts | Commodity swap contracts | Other long-term liabilities | |||
Derivative Instruments | |||
Liability Derivatives | (1,000) | (24,000) | |
Derivatives not designated as hedging contracts | Interest rate swap contracts | Deferred financing costs and other assets, net | |||
Derivative Instruments | |||
Asset Derivatives | 226,000 | ||
Derivatives not designated as hedging contracts | Interest rate swap contracts | Accrued liabilities. | |||
Derivative Instruments | |||
Liability Derivatives | $ (71,000) | ||
Held-for-sale | Mid-Continent Business | Forward Contracts | Current liabilities of discontinued operations held for sale | |||
Derivative Instruments | |||
Liability Derivatives | $ (630,000) |
Derivative Instruments (Gain Lo
Derivative Instruments (Gain Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commodity swap contracts | Cost of sales | |||
Derivative Instruments | |||
Amount of Gain/(Loss) Recognized in Income on Derivatives | $ 385 | $ (3,056) | $ (13,762) |
Interest rate swap contracts | Interest expense | |||
Derivative Instruments | |||
Amount of Gain/(Loss) Recognized in Income on Derivatives | 10 | (27) | $ (227) |
Held-for-sale | Mid-Continent Business | |||
Derivative Instruments | |||
Amount of Gain/(Loss) Recognized in Income on Derivatives | $ 361 | $ (1,962) |
Partners' Capital (Details)
Partners' Capital (Details) $ / shares in Units, $ in Thousands | May 08, 2015USD ($)shares | Oct. 07, 2014USD ($)shares | Oct. 07, 2014USD ($)shares | Mar. 28, 2014USD ($)$ / sharesshares | Feb. 12, 2014USD ($)shares | Dec. 31, 2014USD ($)shares |
Partners' Capital | ||||||
Total proceeds from sale of units | $ | $ 257,100 | |||||
Proceeds from issuance of preferred units | $ | $ 40,000 | |||||
Amount of redemption of preferred units | $ | 42,436 | |||||
Proceeds from issuance of common units | $ | $ 262,638 | |||||
Southern Propane Member | ||||||
Partners' Capital | ||||||
Equity issued as part of acquisition (in units) | shares | 266,951 | |||||
Value of equity issued as part of acquisition | $ | $ 3,442 | |||||
Series D Preferred Unit | ||||||
Partners' Capital | ||||||
Units issued as in-kind distributions (in units) | shares | 110,727 | |||||
Amount of redemption of preferred units | $ | $ 42,436 | |||||
Lonestar | Series D Preferred Unit | ||||||
Partners' Capital | ||||||
Units issued in private placements (in units) | shares | 1,818,182 | |||||
Issuance price (in dollars per unit) | $ / shares | $ 22 | |||||
Proceeds from issuance of preferred units | $ | $ 40,000 | |||||
Common | IPO | ||||||
Partners' Capital | ||||||
Number of common units issued to the public | shares | 13,750,000 | 13,750,000 | ||||
Percentage of ownership interest in partnership | 37.70% | 37.70% | ||||
Total proceeds from sale of units | $ | $ 257,100 | |||||
Class A Common Unit | Lonestar | ||||||
Partners' Capital | ||||||
Units issued in private placements (in units) | shares | 363,636 | |||||
Proceeds from issuance of common units | $ | $ 8,000 | |||||
Existing Common Units | Prior to the closing of the IPO | ||||||
Partners' Capital | ||||||
Percentage of ownership interest in partnership | 19.70% | 19.70% | ||||
Conversion of units (in units) | shares | (18,213,502) | |||||
Unit split ratio | 0.89 | 0.89 | ||||
Number of common units resulting from unit split | shares | 22,677,004 | |||||
Existing Common Units | After the closing of the IPO | ||||||
Partners' Capital | ||||||
Conversion of units (in units) | shares | (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% | 80.30% | ||||
Conversion of units (in units) | shares | 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) | Feb. 14, 2017$ / shares | Nov. 11, 2016$ / shares | Aug. 12, 2016$ / shares | May 13, 2016$ / shares | Feb. 12, 2016$ / shares | Nov. 13, 2015$ / shares | Aug. 14, 2015$ / shares | May 14, 2015$ / shares | Feb. 13, 2015$ / shares | Oct. 07, 2014shares | Dec. 31, 2016$ / shares | Dec. 31, 2014shares |
Partners' Capital | ||||||||||||
General partner, units outstanding | shares | 45 | |||||||||||
Number of general partner units recharacterized as non-economic general partner interest | shares | 45 | |||||||||||
Cash Distribution (in dollars per unit) | $ 0.325 | $ 0.3250 | $ 0.3250 | $ 0.3250 | $ 0.3250 | $ 0.3250 | $ 0.3250 | $ 0.3250 | $ 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 | |||||||||||
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 |
Unit-Based Compensation (Detail
Unit-Based Compensation (Details) $ / shares in Units, $ in Thousands | Oct. 07, 2014 | Oct. 07, 2014 | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares |
Unit-Based Compensation | |||||
Limited Partners' Capital Account, Units Authorized | 22,119,170 | 22,119,170 | |||
Service condition | |||||
Unit-Based Compensation | |||||
Vesting period | 3 years | ||||
Class B Common Unit | Performance condition | |||||
Units | |||||
Granted (in units) | 75,000 | ||||
Common Stock Unissued | 25,000 | ||||
Unit Based Compensation Expense Reversal | $ | $ 297 | ||||
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% | 19.70% | |||
Prior to the closing of the IPO | Subordinated | |||||
Additional information | |||||
Percentage of ownership interest in partnership | 80.30% | 80.30% | |||
Phantom Units | |||||
Unit-Based Compensation | |||||
Limited Partners' Capital Account, Units Authorized | 3,642,700 | ||||
Units | |||||
Outstanding at the beginning of the period (in units) | 392,420 | ||||
Granted (in units) | 362,743 | 497,479 | |||
Vested (in units) | (96,513) | (8,250) | |||
Forfeited (in units) | (117,116) | (96,809) | |||
Outstanding at the end of the period (in units) | 541,534 | 392,420 | |||
Weighted Average Grant Date Fair Value | |||||
Outstanding at the beginning of the period (in dollars per unit) | $ / shares | $ 12.99 | ||||
Granted (in dollars per unit) | $ / shares | 5.33 | $ 12.84 | |||
Vested (in dollars per unit) | $ / shares | 11.27 | 12.90 | |||
Forfeited (in dollars per unit) | $ / shares | 10.81 | 12.26 | |||
Outstanding at the end of the period (in dollars per unit) | $ / shares | $ 8.64 | $ 12.99 | |||
Additional information | |||||
Compensation expense expected to be recognized (in dollars) | $ | $ 2,600 | ||||
Weighted average period for expected recognition of compensation expense | 1 year 4 months 24 days | ||||
Equity based compensation expense (in dollars) | $ | $ 1,691 | $ 849 | |||
Estimated forfeiture rate (as a percent) | 32.00% | ||||
Restricted Common Units of JPE | Common | |||||
Units | |||||
Outstanding at the beginning of the period (in units) | 6,424 | 31,012 | |||
Vested (in units) | (2,920) | ||||
Outstanding at the end of the period (in units) | 3,504 | 6,424 | 31,012 | ||
Weighted Average Grant Date Fair Value | |||||
Outstanding at the beginning of the period (in dollars per unit) | $ / shares | $ 25.91 | $ 24.36 | |||
Vested (in dollars per unit) | $ / shares | 29.46 | ||||
Outstanding at the end of the period (in dollars per unit) | $ / shares | $ 22.95 | $ 25.91 | $ 24.36 | ||
Restricted Common Units of JPE | Subordinated | |||||
Units | |||||
Outstanding at the beginning of the period (in units) | 26,216 | 126,553 | |||
Vested (in units) | (11,916) | ||||
Outstanding at the end of the period (in units) | 14,300 | 26,216 | 126,553 | ||
Weighted Average Grant Date Fair Value | |||||
Outstanding at the beginning of the period (in dollars per unit) | $ / shares | $ 25.91 | $ 24.36 | |||
Vested (in dollars per unit) | $ / shares | 29.46 | ||||
Outstanding at the end of the period (in dollars per unit) | $ / shares | $ 22.95 | $ 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) | (3,576) | |||
Forfeited (in units) | (57,439) | (11,082) | |||
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 | Class B Common Unit | |||||
Units | |||||
Outstanding at the beginning 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 | ||||
Additional information | |||||
Compensation expense expected to be recognized (in dollars) | $ | $ 228 | ||||
Weighted average period for expected recognition of compensation expense | 1 year 11 days | ||||
Equity based compensation expense (in dollars) | $ | $ 333 | $ 460 | $ 1,789 | ||
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 | ||||
Vested (in units) | (63,698) | ||||
Forfeited (in units) | (6,667) | ||||
Weighted Average Grant Date Fair Value | |||||
Granted (in dollars per unit) | $ / shares | $ 19.64 | ||||
Vested (in dollars per unit) | $ / shares | 24.21 | ||||
Forfeited (in dollars per unit) | $ / shares | $ 34.91 | ||||
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 | 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 | Subordinated | |||||
Units | |||||
Conversion upon IPO | (141,211) | ||||
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 |
Commitments and Contingencies77
Commitments and Contingencies (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)bbl | |
Commitments and Contingencies | |||
Operating expense recorded in statement of operations | $ 64,137,000 | $ 69,377,000 | $ 65,584,000 |
Operating leases | |||
Rental expenses | 6,070,785 | 5,741,000 | 4,806,000 |
Operating Leases, Future Minimum Payments Due | |||
2,017 | 4,670,000 | ||
2,018 | 3,850,000 | ||
2,019 | 2,471,000 | ||
2,020 | 772,000 | ||
2,021 | 328,000 | ||
Thereafter | 4,556,000 | ||
Total operating lease future payments | 16,647,000 | ||
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 | 41 years |
Reportable Segments (Details)
Reportable Segments (Details) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2016item | Dec. 31, 2016itemmibbl | |
Reportable Segments | ||
Number of reportable segment | 3 | |
North Little Rock, Arkansas | Maximum | ||
Reportable Segments | ||
Number of car unit trains | 108 | |
Crude oil pipelines and storage | Permian Basin | ||
Reportable Segments | ||
Length of high-pressure steel pipeline | mi | 161 | |
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 | 46 | |
Number of locations covering cylinder exchange network | 20,000 | |
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, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reportable Segments | |||||||||||
Revenues | $ 142,895 | $ 122,805 | $ 130,769 | $ 97,491 | $ 153,205 | $ 154,641 | $ 199,448 | $ 173,291 | $ 493,960 | $ 680,585 | $ 726,154 |
Cost of sales, excluding depreciation and amortization | 350,187 | 527,476 | 605,682 | ||||||||
Operating expense | 64,137 | 69,377 | 65,584 | ||||||||
Depreciation and amortization | 47,151 | 46,852 | 40,230 | ||||||||
Adjusted EBITDA | 65,458 | 64,882 | 51,573 | ||||||||
Capital expenditures | 24,718 | 71,011 | 56,878 | ||||||||
Crude oil pipelines and storage | |||||||||||
Reportable Segments | |||||||||||
Revenues | 322,140 | 480,527 | 495,971 | ||||||||
Adjusted EBITDA | 26,405 | 23,119 | 25,339 | ||||||||
Refined products terminals and storage | |||||||||||
Reportable Segments | |||||||||||
Revenues | 28,168 | 23,227 | 23,287 | ||||||||
Adjusted EBITDA | 13,317 | 10,867 | 10,723 | ||||||||
NGL distribution and sales | |||||||||||
Reportable Segments | |||||||||||
Revenues | 143,652 | 176,831 | 206,896 | ||||||||
Adjusted EBITDA | 25,736 | 30,896 | 15,511 | ||||||||
Operating segment | Crude oil pipelines and storage | |||||||||||
Reportable Segments | |||||||||||
Cost of sales, excluding depreciation and amortization | 284,747 | 445,027 | 459,183 | ||||||||
Operating expense | 8,195 | 9,238 | 7,928 | ||||||||
Depreciation and amortization | 20,799 | 20,356 | 17,240 | ||||||||
Capital expenditures | 8,192 | 42,919 | 36,691 | ||||||||
Operating segment | Refined products terminals and storage | |||||||||||
Reportable Segments | |||||||||||
Cost of sales, excluding depreciation and amortization | 11,760 | 8,649 | 6,453 | ||||||||
Operating expense | 2,428 | 2,980 | 4,602 | ||||||||
Depreciation and amortization | 6,664 | 6,830 | 5,911 | ||||||||
Capital expenditures | 6,028 | 8,002 | 2,489 | ||||||||
Operating segment | NGL distribution and sales | |||||||||||
Reportable Segments | |||||||||||
Cost of sales, excluding depreciation and amortization | 54,704 | 76,618 | 126,686 | ||||||||
Operating expense | 53,278 | 57,200 | 52,109 | ||||||||
Depreciation and amortization | 17,986 | 18,628 | 16,163 | ||||||||
Capital expenditures | 6,553 | 18,587 | 16,557 | ||||||||
Amounts not included in segment Adjusted EBITDA | |||||||||||
Reportable Segments | |||||||||||
Cost of sales, excluding depreciation and amortization | (1,024) | (2,818) | 13,360 | ||||||||
Operating expense | 236 | (41) | 945 | ||||||||
Corporate and other | |||||||||||
Reportable Segments | |||||||||||
Depreciation and amortization | 1,702 | 1,038 | 916 | ||||||||
Capital expenditures | $ 3,945 | $ 1,503 | $ 1,141 |
Reportable Segments (EBITDA) (D
Reportable Segments (EBITDA) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of total Adjusted EBITDA from reportable segments to net income (loss) from continuing operations | ||||
Total Adjusted EBITDA from reportable segments | $ 65,458 | $ 64,882 | $ 51,573 | |
Other expenses not allocated to reportable segments | (12,762) | (19,226) | (24,924) | |
Depreciation and amortization | (47,151) | (46,852) | (40,230) | |
Goodwill impairment | (15,456) | (29,896) | 0 | |
Interest expense | (5,970) | (5,375) | (8,981) | |
Loss on extinguishment of debt | (1,634) | |||
Loss on disposal of assets, net | (2,569) | (909) | (1,137) | |
Unit-based compensation | (2,024) | (1,217) | (1,658) | |
Total gain (loss) on commodity derivatives | 385 | (3,057) | (13,762) | |
Net cash payments for commodity derivatives settled during the period | 639 | 14,821 | 1,071 | |
Early settlement of commodity derivatives | $ (8,745) | (8,745) | ||
Corporate overhead support from general partner | (9,000) | (5,500) | ||
Transaction costs and other | (5,013) | (1,877) | (3,766) | |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | $ (33,463) | $ (42,951) | $ (43,448) |
Reportable Segments (Assets) (D
Reportable Segments (Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Reportable Segments | ||
Total Assets | $ 674,430 | $ 735,259 |
Held-for-sale | ||
Reportable Segments | ||
Total Assets | 9,374 | |
Operating segment | Crude oil pipelines and storage | ||
Reportable Segments | ||
Total Assets | 383,056 | 408,304 |
Operating segment | Refined products terminals and storage | ||
Reportable Segments | ||
Total Assets | 131,644 | 131,931 |
Operating segment | NGL distribution and sales | ||
Reportable Segments | ||
Total Assets | 140,864 | 173,558 |
Corporate and other | ||
Reportable Segments | ||
Total Assets | $ 18,866 | $ 12,092 |
Related Parties (JD Development
Related Parties (JD Development) (Details) - JP Development - USD ($) | 1 Months Ended | 12 Months Ended | 24 Months Ended | |||
Jan. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Nov. 05, 2013 | |
Related Party Transactions | ||||||
Monthly fee received | $ 50,000 | $ 50,000 | ||||
Amount of reduction in general and administrative expenses | $ 50,000 | $ 600,000 | $ 600,000 | |||
Related Party Transaction Additional Fee Received | 228,000 | |||||
Receivable balance due from related party | 7,933,000 | $ 7,933,000 | ||||
Face amount | $ 1,000,000 | |||||
Interest rate (as a percent) | 4.75% | |||||
Mid-Continent Business | Crude oil pipelines and storage | ||||||
Related Party Transactions | ||||||
Pipeline tariff fees | $ 372,000 | $ 6,023,000 | $ 8,875,000 |
Related Parties (Units issued)
Related Parties (Units issued) (Details) - USD ($) $ in Thousands | Oct. 07, 2014 | Mar. 28, 2014 | Feb. 12, 2014 | Dec. 31, 2014 |
Related Party Transactions | ||||
Proceeds from issuance of common units | $ 262,638 | |||
Proceeds from issuance of preferred units | 40,000 | |||
Amount of redemption of preferred units | $ 42,436 | |||
Series D Preferred Unit | ||||
Related Party Transactions | ||||
Amount of redemption of preferred units | $ 42,436 | |||
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 | |||
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 |
Related Parties (Other) (Detail
Related Parties (Other) (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | 27 Months Ended | ||
Jul. 31, 2013employee | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2016USD ($) | |
Related Party Transactions | |||||
Corporate overhead support from general partner | $ 9,000 | $ 5,500 | |||
Contributions from general partner | 7,500 | 4,350 | |||
Reimbursements received from general partners | 7,500 | 3,000 | |||
Number of employees | employee | 0 | ||||
TAC | Refined products terminals and storage | |||||
Related Party Transactions | |||||
Revenue from related party | 244 | $ 8,952 | |||
TAC | NGL distribution and sales | |||||
Related Party Transactions | |||||
Refined product purchases | $ 986 | 1,124 | 1,964 | ||
Mr. Greg Arnold | |||||
Related Party Transactions | |||||
Equity Interest Ownership Percentage | 5.00% | ||||
CAMS Bluewire | |||||
Related Party Transactions | |||||
Amount paid | 132 | 422 | |||
Republic Midstream, LLC | |||||
Related Party Transactions | |||||
Revenue from related party | $ 3,214 | ||||
Receivable balance due from related party | 436 | 646 | |||
Monthly fee received | 40 | $ 75 | |||
Amount of reduction in general and administrative expenses | 665 | 712 | $ 297 | ||
Republic Midstream, LLC | Crude oil pipelines and storage | |||||
Related Party Transactions | |||||
Revenue from related party | 3,049 | ||||
ArcLight Capital Partners LLC | |||||
Related Party Transactions | |||||
Amounts received as reimbursements | 2,400 | $ 2,568 | |||
GP II | |||||
Related Party Transactions | |||||
Payable balance due to related party | $ 134 |
Selected Quarterly Financial 85
Selected Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Total revenues | $ 142,895 | $ 122,805 | $ 130,769 | $ 97,491 | $ 153,205 | $ 154,641 | $ 199,448 | $ 173,291 | $ 493,960 | $ 680,585 | $ 726,154 |
Operating (loss) income | (21,301) | (6,348) | (598) | 126 | (31,412) | (5,877) | (4,204) | 2,185 | (28,121) | (39,308) | (32,841) |
Loss from continuing operations | (22,039) | (6,891) | (2,365) | (2,689) | (32,097) | (7,201) | (5,479) | 1,072 | (33,984) | (43,705) | (43,748) |
Income (loss) from discontinued operations | (539) | (13,839) | (1,247) | 542 | (407) | (539) | (14,951) | (9,275) | |||
Net income (loss) | $ (22,039) | $ (6,891) | $ (2,365) | $ (3,228) | $ (45,936) | $ (8,448) | $ (4,937) | $ 665 | $ (34,523) | $ (58,656) | $ (53,023) |
Common | |||||||||||
Basic and diluted loss per unit | |||||||||||
Basic and diluted from continuing operations (in dollars per unit) | $ (0.60) | $ (0.18) | $ (0.06) | $ (0.07) | $ (0.88) | $ (0.19) | $ (0.15) | $ 0.03 | $ (0.92) | $ (1.19) | $ (0.52) |
Basic and diluted income (loss) (in dollars per unit) | (0.60) | (0.18) | (0.06) | (0.09) | (1.26) | (0.23) | (0.13) | 0.02 | (0.93) | (1.60) | (0.51) |
Subordinated | |||||||||||
Basic and diluted loss per unit | |||||||||||
Basic and diluted from continuing operations (in dollars per unit) | (0.60) | (0.19) | (0.07) | (0.08) | (0.88) | (0.20) | (0.15) | 0.03 | (0.94) | (1.20) | (0.52) |
Basic and diluted income (loss) (in dollars per unit) | $ (0.60) | $ (0.19) | $ (0.07) | $ (0.09) | $ (1.26) | $ (0.23) | $ (0.14) | $ 0.02 | $ (0.95) | $ (1.61) | $ (0.51) |