Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 01, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Sprague Resources LP | |
Trading Symbol | SRLP | |
Entity Central Index Key | 1,525,287 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 22,727,284 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 8,607 | $ 6,815 |
Accounts receivable, net | 184,229 | 316,613 |
Inventories | 179,350 | 335,859 |
Fair value of derivative assets | 44,741 | 107,254 |
Other current assets | 11,794 | 39,946 |
Total current assets | 428,721 | 806,487 |
Fair value of derivative assets, long-term | 15,612 | 7,493 |
Property, plant and equipment, net | 350,303 | 350,059 |
Intangibles, net | 65,747 | 71,891 |
Other assets, net | 10,415 | 12,018 |
Goodwill | 115,037 | 115,037 |
Total assets | 985,835 | 1,362,985 |
Current liabilities: | ||
Accounts payable | 69,493 | 205,105 |
Accrued liabilities | 55,108 | 49,038 |
Fair value of derivative liabilities | 43,612 | 156,763 |
Due to General Partner | 7,566 | 11,228 |
Current portion of working capital facilities | 57,248 | 275,613 |
Current portion of other obligations | 6,704 | 6,476 |
Total current liabilities | 239,731 | 704,223 |
Commitments and contingencies | ||
Working capital facilities - less current portion / acquisition facility | 512,235 | 449,737 |
Fair value of derivative liabilities, long-term | 5,047 | 8,265 |
Other obligations - less current portion | 49,121 | 49,625 |
Due to General Partner | 1,912 | 1,678 |
Deferred income taxes | 18,352 | 17,623 |
Total liabilities | 826,398 | 1,231,151 |
Unitholders’ equity: | ||
Accumulated other comprehensive loss, net of tax | (6,563) | (8,870) |
Total unitholders’ equity | 159,437 | 131,834 |
Total liabilities and unitholders’ equity | 985,835 | 1,362,985 |
Common Unitholders - Public | ||
Unitholders’ equity: | ||
Unitholders - units issued | 204,859 | 193,977 |
Common Unitholders - Affiliated | ||
Unitholders’ equity: | ||
Unitholders - units issued | (38,859) | (53,273) |
Working capital facilities | ||
Current liabilities: | ||
Working capital facilities - less current portion / acquisition facility | 133,135 | 66,237 |
Acquisition facility | ||
Current liabilities: | ||
Working capital facilities - less current portion / acquisition facility | $ 379,100 | $ 383,500 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - shares | Jun. 30, 2018 | Dec. 31, 2017 |
Common Unitholders - Public | ||
Units, issued (in shares) | 10,620,936 | 10,446,539 |
Units, outstanding (in shares) | 10,620,936 | 10,446,539 |
Common Unitholders - Affiliated | ||
Units, issued (in shares) | 12,106,348 | 12,106,348 |
Units, outstanding (in shares) | 12,106,348 | 12,106,348 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net sales | $ 741,656 | $ 513,626 | $ 2,072,804 | $ 1,431,433 |
Cost of products sold (exclusive of depreciation and amortization) | 696,673 | 469,058 | 1,880,655 | 1,264,204 |
Operating expenses | 22,281 | 16,901 | 45,490 | 33,733 |
Selling, general and administrative | 18,562 | 19,624 | 46,426 | 45,913 |
Depreciation and amortization | 8,378 | 6,950 | 16,803 | 12,882 |
Total operating costs and expenses | 745,894 | 512,533 | 1,989,374 | 1,356,732 |
Operating (loss) income | (4,238) | 1,093 | 83,430 | 74,701 |
Other income | 0 | 119 | 0 | 183 |
Interest income | 169 | 88 | 281 | 172 |
Interest expense | (9,412) | (8,279) | (19,296) | (15,434) |
(Loss) income before income taxes | (13,481) | (6,979) | 64,415 | 59,622 |
Income tax benefit (provision) | 286 | (813) | (2,689) | (2,915) |
Net (loss) income | (13,195) | (7,792) | 61,726 | 56,707 |
Incentive distributions declared | (2,055) | (854) | (3,769) | (1,596) |
Limited partners’ interest in net (loss) income | $ (15,250) | $ (8,646) | $ 57,957 | $ 55,111 |
Units used to compute net (loss) income per limited partner unit: | ||||
Common - basic units (in shares) | 22,727,284 | 22,319,704 | 22,726,320 | 21,864,875 |
Common - diluted units (in shares) | 22,727,284 | 22,319,704 | 22,784,336 | 22,200,070 |
Distribution declared per common (in dollars per share) | $ 0.6675 | $ 0.6075 | $ 1.32 | $ 1.2 |
Common Unitholders - Affiliated | ||||
Net (loss) income per limited partner unit: | ||||
Common - basic (in dollars per share) | (0.67) | (0.39) | 2.55 | 2.52 |
Common - diluted (in dollars per share) | $ (0.67) | $ (0.39) | $ 2.54 | $ 2.48 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (13,195) | $ (7,792) | $ 61,726 | $ 56,707 |
Unrealized gain on interest rate swaps | ||||
Net gain (loss) arising in the period | 1,290 | (13) | 3,231 | 289 |
Reclassification adjustment related to (gain) loss realized in income | (499) | (4) | (779) | 116 |
Net change in unrealized gain (loss) on interest rate swaps | 791 | (17) | 2,452 | 405 |
Tax effect | (5) | 0 | (18) | (7) |
Unrealized (loss) gain on interest rate swaps, Total | 786 | (17) | 2,434 | 398 |
Foreign currency translation adjustment | (58) | 77 | (127) | 110 |
Other comprehensive income | 728 | 60 | 2,307 | 508 |
Comprehensive (loss) income | $ (12,467) | $ (7,732) | $ 64,033 | $ 57,215 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statements of Unitholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common- Public | Common- Sprague Holdings | Subordinated- Sprague Holdings | Incentive Distribution Rights | AOCI Attributable to Parent |
Beginning balance at Dec. 31, 2016 | $ 125,437 | $ 175,314 | $ (4,518) | $ (34,576) | $ 0 | $ (10,783) |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Conversion of subordinated units to common units | (40,393) | 40,393 | ||||
Net (loss) income | 29,497 | 11,955 | 14,324 | 3,218 | ||
Other comprehensive income | 1,913 | 1,913 | ||||
Unit-based compensation | 2,274 | 1,034 | 1,240 | |||
Distributions paid | (57,472) | (25,198) | (23,239) | (5,817) | (3,218) | |
Common units issued related to Carbo acquisition | 31,401 | 31,401 | ||||
Common units issued with annual bonus | 371 | 161 | 210 | |||
Units withheld for employee tax obligations | (1,587) | (690) | (897) | |||
Ending balance at Dec. 31, 2017 | 131,834 | 193,977 | (53,273) | 0 | 0 | (8,870) |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Net (loss) income | 61,726 | 27,402 | 31,237 | 3,087 | ||
Other comprehensive income | 2,307 | 2,307 | ||||
Unit-based compensation | 244 | 114 | 130 | |||
Distributions paid | (34,166) | (15,462) | (15,617) | 0 | (3,087) | |
Units withheld for employee tax obligations | (2,508) | (1,172) | (1,336) | |||
Ending balance at Jun. 30, 2018 | $ 159,437 | $ 204,859 | $ (38,859) | $ 0 | $ 0 | $ (6,563) |
Unaudited Condensed Consolidat7
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities | ||
Net income | $ 61,726 | $ 56,707 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization (includes amortization of deferred debt issuance costs) | 18,569 | 16,350 |
Loss (gain) on sale of assets and insurance recoveries | 13 | (207) |
Changes in fair value of contingent consideration | 344 | 0 |
Provision for doubtful accounts | 1,033 | (72) |
Non-cash unit-based compensation | 244 | 1,932 |
Other | 47 | 0 |
Deferred income taxes | 632 | 1,559 |
Changes in assets and liabilities: | ||
Accounts receivable | 131,353 | 102,678 |
Inventories | 156,510 | 163,945 |
Other assets | 28,124 | 18,488 |
Fair value of commodity derivative instruments | (59,522) | (41,194) |
Due to General Partner and affiliates | (3,428) | (5,289) |
Accounts payable, accrued liabilities and other | (130,313) | (91,537) |
Net cash provided by operating activities | 205,332 | 223,360 |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (9,298) | (19,118) |
Business acquisitions | 0 | (72,182) |
Proceeds from property insurance settlement and sale of assets | 43 | 863 |
Net cash used in investing activities | (9,255) | (90,437) |
Cash flows from financing activities | ||
Net borrowings (payments) under credit agreements | (155,468) | (97,946) |
Payments on capital leases, term debt, and other obligations | (1,911) | (765) |
Debt issue costs | (182) | (3,858) |
Distributions to unitholders | (34,166) | (27,859) |
Foreign exchange on capital lease obligations | (26) | 0 |
Repurchased units withheld for employee tax obligations | (2,508) | (1,587) |
Net cash used in financing activities | (194,261) | (132,015) |
Effect of exchange rate changes on cash balances held in foreign currencies | (24) | 58 |
Net change in cash and cash equivalents | 1,792 | 966 |
Cash and cash equivalents, beginning of period | 6,815 | 2,682 |
Cash and cash equivalents, end of period | 8,607 | 3,648 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 17,555 | 11,799 |
Cash paid for taxes | 2,961 | 1,500 |
Non-cash consideration related to acquisition: | ||
Common units issued - Carbo | 0 | 31,401 |
Deferred consideration obligation - Carbo | $ 0 | $ 27,284 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Partnership Businesses Sprague Resources LP (the “Partnership”) is a Delaware limited partnership formed on June 23, 2011 by Sprague Holdings and its General Partner and engages in the purchase, storage, distribution and sale of refined products and natural gas, and provides storage and handling services for a broad range of materials. Unless the context otherwise requires, references to “Sprague Resources,” and the “Partnership,” refer to Sprague Resources LP and its subsidiaries. Unless the context otherwise requires, references to “Axel Johnson” or the “Parent” or the "Sponsor" refer to Axel Johnson Inc. and its controlled affiliates, collectively, other than Sprague Resources, its subsidiaries and its General Partner. References to “Sprague Holdings” refer to Sprague Resources Holdings LLC, a wholly owned subsidiary of Axel Johnson and the owner of the General Partner. References to the “General Partner” refer to Sprague Resources GP LLC. The Partnership owns, operates and/or controls a network of refined products and materials handling terminals located in the Northeast United States and in Quebec, Canada. The Partnership also utilizes third-party terminals in the Northeast United States through which it sells or distributes refined products pursuant to rack, exchange and throughput agreements. The Partnership has four business segments: refined products, natural gas, materials handling and other operations. • The refined products segment purchases a variety of refined products, such as heating oil, diesel fuel, residual fuel oil, kerosene, jet fuel and gasoline - primarily from refining companies, trading organizations and producers - and sells them to wholesale and commercial customers. • The natural gas segment purchases, sells and distributes natural gas to commercial and industrial customers. The Partnership purchases the natural gas it sells from natural gas producers and trading companies. • The materials handling segment offloads, stores and prepares for delivery a variety of customer-owned products. • The other operations segment includes the purchase and distribution of coal, certain commercial trucking activities and a heating equipment service business. See Note 2 "Revenue" for a description of our revenue activities within these business segments. Prior to February 16, 2017, Sprague Holdings owned, directly or indirectly, all of the Partnership’s subordinated units. The principal difference between the Partnership’s common units and subordinated units is that during the subordination period, the common units had the right to receive a minimum quarterly distribution of $ 0.4125 per common unit, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of cash from distributable cash flow may be made on the subordinated units. On February 16, 2017, based upon meeting certain distribution and performance tests provided in the Partnership's partnership agreement, all 10,071,970 subordinated units outstanding converted to common units on a one-for-one basis. As of June 30, 2018 , the Parent, through its ownership of Sprague Holdings, owned 12,106,348 common units representing 53% of the limited partner interest in the Partnership. Sprague Holdings also owns the General Partner, which in turn owns a non-economic interest in the Partnership. Sprague Holdings currently holds incentive distribution rights (“IDRs”) that entitle it to receive increasing percentages, up to a maximum of 50.0% , of the cash the Partnership distributes from distributable cash flow in excess of $0.474375 per unit per quarter. The maximum distribution of 50% does not include any distributions that Sprague Holdings may receive on any limited partner units that it owns. See Notes 12 and 13. Basis of Presentation The Condensed Consolidated Financial Statements include the accounts of the Partnership and its wholly-owned subsidiaries. Intercompany transactions between the Partnership and its subsidiaries have been eliminated. The accompanying unaudited Condensed Consolidated Financial Statements were prepared in accordance with the requirements of the Securities and Exchange Commission (“SEC”) for interim financial information. As permitted under those rules, certain notes or other financial information that are normally required by U.S. generally accepted accounting principles (“GAAP”) to be included in annual financial statements have been condensed or omitted from these interim financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and related notes of the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on March 14, 2018 (the “2017 Annual Report”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and the reported net sales and expenses in the income statement. Actual results could differ from those estimates. Among the estimates made by management are asset and liability valuations as part of an acquisition, the fair value of derivative assets and liabilities, valuation of contingent consideration, valuation of reporting units within the goodwill impairment assessment, and if necessary long-lived asset impairments and environmental and legal obligations. The Condensed Consolidated Financial Statements included herein reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the Partnership’s consolidated financial position at June 30, 2018 and December 31, 2017 , the consolidated results of operations for the three and six months ended June 30, 2018 and 2017 , and the consolidated cash flows for the six months ended June 30, 2018 and 2017 . The unaudited results of operations for the interim periods reported are not necessarily indicative of results to be expected for the full year. Demand for some of the Partnership’s refined petroleum products, specifically heating oil and residual oil for space heating purposes, and to a lesser extent natural gas, are generally higher during the first and fourth quarters of the calendar year which may result in significant fluctuations in the Partnership’s quarterly operating results. Significant Accounting Policies The Partnership's significant accounting policies are described in Note 1 “Description of Business and Summary of Significant Accounting Policies” in the Partnership’s audited consolidated financial statements included in the 2017 Annual Report and are the same as are used in preparing these unaudited interim Condensed Consolidated Financial Statements except for the adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which the Partnership adopted as of January 1, 2018. The adoption of Topic 606 is discussed further in Recent Accounting Pronouncements below as well as in Note 2 "Revenue". Recent Accounting Pronouncements In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . The objective of the guidance is to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Partnership is currently evaluating the impact of this new standard on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04 Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment . The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The standard will be applied prospectively, and is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805), which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Partnership will follow this new guidance for transactions entered into after December 31, 2017. In August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years and is to be applied retrospectively to all periods presented. The adoption of this guidance in 2018 did not have an impact on the Partnership's consolidated statements of cash flows. In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842), which, among other things, requires lessees to recognize at the commencement date of a lease a liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis, and a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In June 2018, the FASB issued ASU 2018-11 that introduced a transition option, that the Partnership intends to adopt, that will allow the new standard to be adopted without revising comparative period reporting or disclosures. The Partnership has started the process of gathering and analyzing its lease contracts and is in the process of evaluating changes to business processes, systems and controls needed to support recognition and disclosure under this new standard. While the adoption of this new standard is expected to result in an increase to reported assets and liabilities, the Partnership has not yet determined the full impact that the adoption of ASU 2016-02 will have on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which revises the principles of revenue recognition from one based on the transfer of risks and rewards to when a customer obtains control of a good or service. The FASB issued several ASUs after ASU 2014-09 to clarify implementation guidance but did not change the core principle of the guidance in Topic 606. These ASUs are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard in 2018 did not have an impact on the Partnership's consolidated financial statements nor result in significant changes to business processes, systems, or internal controls. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Accounting Policies Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of the Partnership’s revenue is generated from refined products and natural gas contracts that have a single performance obligation which is the delivery of the related energy product. Accordingly, the Partnership recognizes revenue for refined products and natural gas when title and risk of loss have been transferred to the customer which is generally at the time of shipment or delivery of products. Revenue for the Partnership’s materials handling segment is recorded on a straight-line basis under leasing arrangements or as services are performed. Revenue is measured as the amount of consideration the Partnership expects to receive in exchange for transferring products or providing services and is generally based upon a negotiated index, formula, list or fixed price. An allowance for doubtful accounts is recorded to reflect an estimate of the ultimate realization of the Partnership's accounts receivable and includes an assessment of the customers’ creditworthiness and the probability of collection. Estimated discounts are included in the transaction price of the contracts with customers as a reduction to net sales. The Partnership sells its products or provides its services directly to commercial customers and wholesale distributors generally under agreements with payment terms typically less than 30 days. The Partnership has elected to account for shipping and handling as activities to fulfill the promise to transfer the good. As such, shipping and handling fees billed to customers in a sales transaction are recorded in net sales and shipping and handling costs incurred are recorded in cost of products sold (exclusive of depreciation and amortization). The Partnership has elected to exclude from net sales any value add, sales and other taxes which it collects concurrent with revenue-producing activities. These accounting policy elections are consistent with the way the Partnership historically recorded shipping and handling fees and taxes. The majority of the Partnership's revenue is derived from contracts (i) with an original expected length of one year or less and (ii) contracts for which it recognizes revenue at the amount in which it has the right to invoice the customer as product is delivered. The Partnership has elected the practical expedient not to disclose the value of remaining performance obligations associated with these types of contracts. Contract Balances Contract liabilities primarily relate to advances or deposits received from the Partnership's customers before revenue is recognized. These amounts are included in accrued liabilities in the Condensed Consolidated Balance Sheets and amounted to $6.3 million and $7.7 million as of June 30, 2018 and December 31, 2017, respectively. A substantial portion of the contract liabilities as of December 31, 2017 remains outstanding as of June 30, 2018 as they are primarily deposits. The Partnership does not have any material contract assets as of June 30, 2018 or December 31, 2017. Disaggregated Revenue In general, the Partnership's business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships which provides meaningful disaggregation of each business segment's results of operations. The Partnership operates its businesses in the Northeast and Mid-Atlantic United States and Eastern Canada. The refined products segment purchases a variety of refined products, such as heating oil, diesel fuel, residual fuel oil, kerosene, jet fuel, gasoline and asphalt (primarily from refining companies, trading organizations and producers), and sells them to wholesale and commercial customers. Refined products revenue-producing activities are direct sales to customers including throughput and exchange transactions. Revenue is recognized when the product is delivered. Revenue is not recognized on exchange agreements, which are entered into primarily to acquire refined products by taking delivery of products closer to the Partnership’s end markets. Net differentials or fees for exchange agreements are recorded within cost of products sold (exclusive of depreciation and amortization). The natural gas segment purchases, sells and distributes natural gas to commercial and industrial customers. The Partnership purchases the natural gas it sells from natural gas producers and trading companies. Natural gas revenue-producing activities are sales to customers at various points on natural gas pipelines or at local distribution companies (i.e., utilities). Natural gas sales not billed by month-end are accrued based upon gas volumes delivered. The materials handling segment offloads, stores and prepares for delivery a variety of customer-owned products. A majority of the materials handling segment revenue is generated under leasing arrangements with revenue recorded over the lease term generally on a straight-line basis. Contingent rentals are recorded as revenue only when billable under the arrangement. For materials handling contracts that are not leases, the Partnership recognizes revenue either at a point in time as services are performed or over a period of time if the services are performed in a continuous fashion over the period of the contract. The other operations segment includes the purchase and distribution of coal, certain commercial trucking activities and a heating equipment service business. Revenue from other activities is recognized when the product is delivered or the services are rendered. Further disaggregation of net sales by business segment and geographic destination is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net sales: Refined products Distillates $ 505,863 $ 307,732 $ 1,487,554 $ 938,485 Gasoline 87,959 67,004 164,316 136,698 Heavy fuel oil and asphalt 70,203 56,248 193,015 137,391 Total refined products $ 664,025 $ 430,984 $ 1,844,885 $ 1,212,574 Natural gas 58,428 65,708 188,355 185,374 Materials handling 14,218 12,798 27,366 22,723 Other operations 4,985 4,136 12,198 10,762 Net sales $ 741,656 $ 513,626 $ 2,072,804 $ 1,431,433 Net sales by Country: United States $ 670,903 $ 455,306 $ 1,936,445 $ 1,326,881 Canada $ 70,753 $ 58,320 $ 136,359 104,552 Net sales $ 741,656 $ 513,626 $ 2,072,804 $ 1,431,433 |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations The Partnership completed five business acquisitions during the year ended December 31, 2017 as described below. Allocations of the purchase price to the assets acquired and liabilities assumed have been made to record, where applicable, inventory, derivative assets and liabilities, natural gas transportation assets and liabilities, property, plant and equipment, identifiable intangible assets such as customer relationships and non-compete agreements as well as goodwill. If the results of these businesses had been included in the consolidated results of the Partnership for the entire three and six months ended June 30, 2017, unaudited consolidated pro forma net sales would have been $539.2 million and $1,511.0 million , respectively, while the unaudited pro forma net (loss) income for the three months and six months ended June 30, 2017 would not have been materially different. The Partnership recognized $0.3 million and $0.6 million of acquisition related costs during the three months ended June 30, 2018 and 2017, and $0.7 million and $1.0 million for the six months ended June 30, 2018 and 2017, respectively, which were expensed and are included in selling, general and administrative expense. Year Ended December 31, 2017 Coen Energy On October 1, 2017, the Partnership purchased the membership interests of Coen Energy, LLC and Coen Transport, LLC as well as assets consisting of four bulk plants and underlying real estate (collectively, “Coen Energy”). Coen Energy, located in Washington, PA, provides energy products to commercial and residential customers located in Pennsylvania, Ohio and West Virginia. The Coen Energy business also provides energy fuel services to customers that are engaged in Marcellus and Utica shale drilling operations. The Coen Energy business is supported by four in-land bulk plants, two throughput locations, approximately 100 delivery vehicles and approximately 250 employees as of December 31, 2017. Initial consideration paid was $35.3 million in cash, not including the purchase of inventory and other adjustments, which was financed with borrowings under our credit facility. Contingent consideration of up to $12.0 million is payable based on achieving certain economic performance measures during the three year period ending September 30, 2020. The operations of Coen Energy have been included in the Partnership's refined products segment since the acquisition date. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date: Inventories $ 567 Other current assets 115 Property, plant and equipment 12,972 Intangibles 18,375 Total identifiable assets acquired 32,029 Other liabilities (256 ) Net identifiable assets acquired 31,773 Goodwill 13,095 Net assets acquired $ 44,868 The goodwill recognized is primarily attributable to Coen Energy’s reputation in its geographic market area, the in-place workforce and the residual cash flow the Partnership believes that it will be able to generate. Carbo Terminals On April 18, 2017, the Partnership acquired substantially all of the assets of Carbo Industries, Inc. and certain of its affiliates (together “Carbo”) by purchasing Carbo's Inwood and Lawrence, New York refined product terminal assets and its associated wholesale distribution business. The fair value of the consideration totaled $72.0 million and consisted of $13.3 million in cash that was financed through borrowings under the Credit Agreement, an obligation to pay $38.2 million over a ten year period (estimated net present value of $27.3 million ) and $31.4 million in unregistered common units. The Carbo terminals have a combined gasoline, ethanol and distillate storage capacity of 174,000 barrels and are supplied primarily by pipeline with the ability to also accept product deliveries by barge and truck. The operations of Carbo are included in the Partnership's refined products segment since the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Inventories $ 3,220 Derivative and other current assets 111 Property, plant and equipment 22,995 Intangibles 29,000 Total identifiable assets acquired 55,326 Other liabilities (188 ) Net identifiable assets acquired 55,138 Goodwill 16,718 Net assets acquired $ 71,856 The goodwill recognized is primarily attributable to Carbo’s reputation in the New York City area, the in-place workforce and the residual cash flow the Partnership believes that it will be able to generate. Capital Terminal On February 10, 2017, the Partnership purchased the East Providence, Rhode Island refined product terminal business of Capital Properties Inc. (the “Capital Terminal”). Consideration paid was $22.0 million and was financed with borrowings under the Credit Agreement. The terminal’s distillate storage capacity of 1.0 million barrels had been leased by the Partnership since April 2014 and was previously included in the Partnership’s total storage capacity. The operations of the Capital Terminal are included in the Partnership's refined products segment since the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Property, plant and equipment $ 21,960 Accrued liabilities and other, net (22 ) Net assets acquired $ 21,938 Global Natural Gas & Power On February 1, 2017, the Partnership purchased the natural gas marketing and electricity brokering business of Global Partners LP ("Global Natural Gas & Power") for $17.3 million , not including the purchase of natural gas inventory, assumption of derivative assets (liabilities) and other adjustments. Consideration paid was $16.3 million and was financed with borrowings under the Credit Agreement. This business markets natural gas and electricity to commercial, industrial, municipal and institutional customer locations in the Northeast United States. The operations of Global Natural Gas & Power are included in the Partnership's natural gas segment since the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Inventory $ 286 Derivative assets 5,873 Natural gas transportation assets 695 Derivative assets long term 1,089 Natural gas transportation assets long term 378 Intangibles 5,046 Total identifiable assets acquired 13,367 Derivative liabilities (4,865 ) Natural gas transportation liabilities (465 ) Derivative liabilities long term (1,214 ) Natural gas transportation liabilities long term (162 ) Net identifiable assets acquired 6,661 Goodwill 9,592 Net assets acquired $ 16,253 The goodwill recognized is primarily attributable to Global Natural Gas & Power’s reputation in its market regions, the in-place workforce and the residual cash flow the Partnership believes that it will be able to generate. L.E. Belcher Terminal On February 1, 2017, the Partnership purchased the Springfield, Massachusetts refined product terminal assets of Leonard E. Belcher, Incorporated (“L.E. Belcher”) for approximately $20.0 million , not including the purchase of inventory, assumption of derivative assets (liabilities) and other adjustments. Consideration paid was $20.7 million and was financed with borrowings under the Credit Agreement. The purchase consists of two pipeline-supplied distillate terminals and one distillate storage facility with a combined capacity of 283,000 barrels, as well as L.E. Belcher’s associated wholesale and commercial fuels businesses. The operations of L.E. Belcher are included in the Partnership's refined products segment since the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Inventories $ 632 Derivative and other current assets 658 Property, plant and equipment 9,152 Intangibles 5,800 Total identifiable assets acquired 16,242 Derivative and other current liabilities (680 ) Net identifiable assets acquired 15,562 Goodwill 5,081 Net assets acquired $ 20,643 The goodwill recognized is primarily attributable to L.E. Belcher's reputation in the Springfield, Massachusetts area, the in-place workforce and the residual cash flow the Partnership believes that it will be able to generate. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss, Net of Tax | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss, Net of Tax | Accumulated Other Comprehensive Loss, Net of Tax Amounts included in accumulated other comprehensive loss, net of tax, consisted of the following: June 30, December 31, 2017 Fair value of interest rate swaps, net of tax $ 5,022 $ 2,588 Cumulative foreign currency translation adjustment (11,585 ) (11,458 ) Accumulated other comprehensive loss, net of tax $ (6,563 ) $ (8,870 ) |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories June 30, December 31, Petroleum and related products $ 173,257 $ 324,491 Asphalt 2,023 5,221 Coal 2,643 3,712 Natural gas 1,427 2,435 Inventories $ 179,350 $ 335,859 |
Credit Agreement
Credit Agreement | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Credit Agreement | Credit Agreement June 30, December 31, 2017 Working capital facilities $ 190,383 $ 341,850 Acquisition facility 379,100 383,500 Total credit agreement 569,483 725,350 Less: current portion of working capital facilities (57,248 ) (275,613 ) Long-term portion $ 512,235 $ 449,737 Sprague Operating Resources LLC and Kildair Service ULC ("Kildair"), wholly owned subsidiaries of the Partnership, are borrowers under an amended and restated revolving credit agreement that matures on April 27, 2021 (the "Credit Agreement"). Obligations under the Credit Agreement are secured by substantially all of the assets of the Partnership and its subsidiaries. As of June 30, 2018 , the revolving credit facilities under the Credit Agreement contained, among other items, the following: • A U.S. dollar revolving working capital facility of up to $950.0 million , subject to borrowing base limits, to be used for working capital loans and letters of credit; • A multicurrency revolving working capital facility of up to $100.0 million , subject to borrowing base limits, to be used for working capital loans and letters of credit; • Revolving acquisition facility of up to $550.0 million , subject to acquisition facility borrowing base limits, to be used for loans and letters of credit to fund capital expenditures and acquisitions and other general corporate purposes related to the Partnership’s current businesses, and • Subject to certain conditions including the receipt of additional commitments from lenders, the ability to increase the U.S. dollar revolving working capital facility by $250.0 million and the multicurrency revolving working capital facility by $220.0 million subject to a maximum combined increase for both facilities of $270.0 million in the aggregate. Additionally, subject to certain conditions, the revolving acquisition facility may be increased by $200.0 million . Indebtedness under the Credit Agreement bears interest, at the borrowers’ option, at a rate per annum equal to either (i) the Eurocurrency Rate (which is the LIBOR Rate for loans denominated in U.S. dollars and CDOR for loans denominated in Canadian dollars, in each case adjusted for certain regulatory costs) for interest periods of one , two , three or six months plus a specified margin or (ii) an alternate rate plus a specified margin. For loans denominated in U.S. dollars, the alternate rate is the Base Rate which is the highest of (a) the U.S. Prime Rate as in effect from time to time, (b) the greater of the Federal Funds Effective Rate and the Overnight Bank Funding Rate as in effect from time to time plus 0.50% and (c) the one-month Eurocurrency Rate for U.S. dollars as in effect from time to time plus 1.00% . For loans denominated in Canadian dollars, the alternate rate is the Prime Rate which is the higher of (a) the Canadian Prime Rate as in effect from time to time and (b) the one-month Eurocurrency Rate for U.S. dollars as in effect from time to time plus 1.00% . The working capital facilities are subject to borrowing base reporting and as of June 30, 2018 and December 31, 2017 , had a borrowing base of $341.5 million and $623.2 million , respectively. As of June 30, 2018 and December 31, 2017 , outstanding letters of credit were $18.6 million and $72.3 million , respectively. As of June 30, 2018 , excess availability under the working capital facilities was $132.5 million and excess availability under the acquisition facilities was $170.9 million . The weighted average interest rate was 4.8% and 4.2% at June 30, 2018 and December 31, 2017 , respectively. No amounts are due under the Credit Agreement until the maturity date, however, the current portion of the Credit Agreement at June 30, 2018 and December 31, 2017 represents the amounts of the working capital facility intended to be repaid during the following twelve month period. The Credit Agreement contains certain restrictions and covenants among which include a minimum level of net working capital, fixed charge coverage and debt leverage ratios and limitations on the incurrence of indebtedness. The Credit Agreement limits the Partnership’s ability to make distributions in the event of a default as defined in the Credit Agreement. As of June 30, 2018 , the Partnership was in compliance with these covenants. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The General Partner charges the Partnership for the reimbursements of employee costs and related employee benefits and other overhead costs supporting the Partnership’s operations which amounted to $28.0 million and $20.7 million for the three months ended June 30, 2018 and 2017 , and $62.9 million and $48.2 million for the six months ended June 30, 2018 and 2017 , respectively. Through the General Partner, the Partnership also participates in the Parent’s pension and other post-retirement benefits. At June 30, 2018 and December 31, 2017 , total amounts due to the General Partner with respect to these benefits and overhead costs were $9.4 million and $12.9 million , respectively. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Partnership has four reporting segments that comprise the structure used by the chief operating decision makers (CEO and CFO/COO) to make key operating decisions and assess performance. When establishing a reporting segment, the Partnership aggregates individual operating units that are in the same line of business and have similar economic characteristics such as adjusted gross margin. These reporting segments are refined products, natural gas, materials handling and other activities. The Partnership's refined products reporting segment purchases a variety of refined products, such as heating oil, diesel fuel, residual fuel oil, asphalt, kerosene, jet fuel and gasoline (primarily from refining companies, trading organizations and producers), and sells them to its customers. The Partnership has wholesale customers who resell the refined products they purchase from the Partnership and commercial customers who consume the refined products they purchase. The Partnership’s wholesale customers consist of home heating oil retailers and diesel fuel and gasoline resellers. The Partnership’s commercial customers include federal and state agencies, municipalities, regional transit authorities, drill sites, large industrial companies, real estate management companies, hospitals and educational institutions. The refined products reporting segment consists of three operating segments. The Partnership's natural gas reporting segment purchases natural gas from natural gas producers and trading companies and sells and distributes natural gas to commercial and industrial customers primarily in the Northeast and Mid-Atlantic United States. The natural gas reporting segment consists of one operating segment. The Partnership's materials handling reporting segment offloads, stores, and/or prepares for delivery a variety of customer-owned products, including asphalt, clay slurry, salt, gypsum, crude oil, residual fuel oil, coal, petroleum coke, caustic soda, tallow, pulp and heavy equipment. These services are generally provided under multi-year agreements as either fee-based activities or as leasing arrangements when the right to use an identified asset (such as storage tanks or storage locations) has been conveyed in the agreement. The materials handling reporting segment consists of two operating segments. The Partnership's other reporting segment includes the purchase, sale and distribution of coal, commercial trucking activities unrelated to its refined products segment and a heating equipment service business. Other activities are not reported separately as they represent less than 10% of consolidated net sales and adjusted gross margin. The other activities reporting segment consists of two operating segments. The Partnership evaluates segment performance based on adjusted gross margin, a non-GAAP measure, which is net sales less cost of products sold (exclusive of depreciation and amortization) increased by unrealized hedging losses and decreased by unrealized hedging gains, in each case with respect to refined products and natural gas inventory, prepaid forward contracts and natural gas transportation contracts. Based on the way the business is managed, it is not reasonably possible for the Partnership to allocate the components of operating costs and expenses among the operating segments. There were no significant intersegment sales for any of the years presented below. The Partnership had no single customer that accounted for more than 10% of total net sales for the three and six months ended June 30, 2018 and 2017 , respectively. The Partnership’s foreign sales, primarily sales of refined products, asphalt and natural gas to its customers in Canada, were $70.8 million and $58.3 million for the three months ended June 30, 2018 and 2017 , and $136.4 million and $104.6 million for the six months ended June 30, 2018 and 2017 , respectively. Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net sales: Refined products $ 664,025 $ 430,984 $ 1,844,885 $ 1,212,574 Natural gas 58,428 65,708 188,355 185,374 Materials handling 14,218 12,798 27,366 22,723 Other operations 4,985 4,136 12,198 10,762 Net sales $ 741,656 $ 513,626 $ 2,072,804 $ 1,431,433 Adjusted gross margin (1): Refined products $ 28,671 $ 23,815 $ 85,006 $ 63,293 Natural gas 5,055 2,568 43,003 41,158 Materials handling 14,269 12,798 27,417 22,723 Other operations 1,675 1,530 3,781 3,903 Adjusted gross margin 49,670 40,711 159,207 131,077 Reconciliation to operating (loss) income (2): Add: unrealized (loss) gain on inventory derivatives (3) (971 ) 4,539 22,590 29,047 Add: unrealized gain on prepaid forward contract derivatives (4) — 267 — 240 Add: unrealized (loss) gain on natural gas transportation contracts (5) (3,716 ) (949 ) 10,352 6,865 Operating costs and expenses not allocated to operating segments: Operating expenses (22,281 ) (16,901 ) (45,490 ) (33,733 ) Selling, general and administrative (18,562 ) (19,624 ) (46,426 ) (45,913 ) Depreciation and amortization (8,378 ) (6,950 ) (16,803 ) (12,882 ) Operating (loss) income (4,238 ) 1,093 83,430 74,701 Other income — 119 — 183 Interest income 169 88 281 172 Interest expense (9,412 ) (8,279 ) (19,296 ) (15,434 ) Income tax benefit (provision) 286 (813 ) (2,689 ) (2,915 ) Net (loss) income $ (13,195 ) $ (7,792 ) $ 61,726 $ 56,707 (1) The Partnership trades, purchases, stores and sells energy commodities that experience market value fluctuations. To manage the Partnership’s underlying performance, including its physical and derivative positions, management utilizes adjusted gross margin, which is a non-GAAP financial measure. Adjusted gross margin is also used by external users of the Partnership’s consolidated financial statements to assess the Partnership’s economic results of operations and its commodity market value reporting to lenders. In determining adjusted gross margin, the Partnership adjusts its segment results for the impact of unrealized hedging gains and losses with regard to refined products and natural gas inventory derivatives, prepaid forward contract derivatives and natural gas transportation contracts, which are not marked to market for the purpose of recording unrealized gains or losses in net income. These adjustments align the unrealized hedging gains and losses to the period in which the revenue from the sale of inventory, prepaid fixed forwards and the utilization of transportation contracts relating to those hedges is realized in net income. Adjusted gross margin has no impact on reported volumes or net sales. (2) Reconciliation of adjusted gross margin to operating income, the most directly comparable GAAP measure. (3) Inventory is valued at the lower of cost or net realizable value. The fair value of the derivatives the Partnership uses to economically hedge its inventory declines or appreciates in value as the value of the underlying inventory appreciates or declines, which creates unrealized hedging losses (gains) with respect to the derivatives that are included in net income. (4) The unrealized hedging gain (loss) on prepaid forward contract derivatives represents the Partnership’s estimate of the change in fair value of the prepaid forward contracts which are not recorded in net income until the forward contract is settled in the future (i.e., when the commodity is delivered to the customer). As these contracts are prepaid, they do not qualify as derivatives and changes in the fair value are therefore not included in net income. The fair value of the derivatives the Partnership uses to economically hedge its prepaid forward contracts declines or appreciates in value as the value of the underlying prepaid forward contract appreciates or declines, which creates unrealized hedging gains (losses) that are included in net income. (5) The unrealized hedging gain (loss) on natural gas transportation contracts represents the Partnership’s estimate of the change in fair value of the natural gas transportation contracts which are not recorded in net income until the transportation is utilized in the future (i.e., when natural gas is delivered to the customer), as these contracts do not qualify as derivatives. As the fair value of the natural gas transportation contracts decline or appreciate, the offsetting physical or financial derivative will also appreciate or decline creating unmatched unrealized hedging (losses) gains in net income as of each period end. Segment Assets Due to the commingled nature and uses of the Partnership’s fixed assets, the Partnership does not track its fixed assets between its refined products and materials handling operating segments or its other activities. There are no significant fixed assets attributable to the natural gas reportable segment. As of June 30, 2018 , goodwill recorded for the refined products , natural gas , materials handling and other operations segments amounted to $71.4 million , $35.5 million , $6.9 million and $1.2 million , respectively. |
Financial Instruments and Off-B
Financial Instruments and Off-Balance Sheet Risk | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments and Off-Balance Sheet Risk | Financial Instruments and Off-Balance Sheet Risk As of June 30, 2018 and December 31, 2017 , the carrying amounts of cash, cash equivalents and accounts receivable approximated fair value because of the short maturity of these instruments. As of June 30, 2018 and December 31, 2017 , the carrying value of the Partnership’s margin deposits with brokers approximates fair value and consists of initial margin with futures transaction brokers, along with variation margin, which is paid or received on a daily basis, and is included in other current assets. As of June 30, 2018 and December 31, 2017 , the carrying value of the Partnership’s debt approximated fair value due to the variable interest nature of these instruments. The Partnership’s deferred consideration was recorded in connection with an acquisition on April 18, 2017 using an estimated fair value discount at the time of the transaction. As of June 30, 2018 , the carrying value of the deferred consideration approximated fair value due to the fact that there has been no significant subsequent change in the estimated fair value discount rate. The following table presents financial assets and financial liabilities of the Partnership measured at fair value on a recurring basis: As of June 30, 2018 Fair Value Measurement Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Derivative assets: Commodity fixed forwards $ 18,426 $ — $ 18,426 $ — Commodity swaps and options 36,616 36,612 4 — Commodity derivatives 55,042 36,612 18,430 — Interest rate swaps 5,311 — 5,311 — Total derivative assets $ 60,353 $ 36,612 $ 23,741 $ — Derivative liabilities: Commodity exchange contracts $ 7 $ 7 $ — $ — Commodity fixed forwards 22,692 — 22,692 — Commodity swaps and options 25,658 25,641 17 — Commodity derivatives 48,357 25,648 22,709 — Interest rate swaps 250 — 250 — Other 52 — 52 — Total derivative liabilities $ 48,659 $ 25,648 $ 23,011 $ — Contingent consideration $ 10,069 $ — $ — $ 10,069 As of December 31, 2017 Fair Value Quoted Significant Significant Derivative assets: Commodity fixed forwards $ 11,502 $ — $ 11,502 $ — Commodity swaps and options 100,630 100,613 17 — Commodity derivatives 112,132 100,613 11,519 — Interest rate swaps 2,615 — 2,615 — Total derivative assets $ 114,747 $ 100,613 $ 14,134 $ — Derivative liabilities: Commodity fixed forwards $ 61,195 $ — $ 61,195 $ — Commodity swaps and options 103,827 103,654 173 — Commodity derivatives 165,022 103,654 61,368 — Interest rate swaps 6 — 6 — Total derivative liabilities $ 165,028 $ 103,654 $ 61,374 $ — Contingent consideration $ 9,725 $ — $ — $ 9,725 Derivative Instruments The Partnership utilizes derivative instruments consisting of futures contracts, forward contracts, swaps, options and other derivatives individually or in combination, to mitigate its exposure to fluctuations in prices of refined petroleum products and natural gas. The use of these derivative instruments within the Partnership's risk management policy may generate gains or losses from changes in market prices. The Partnership enters into futures and over-the-counter (“OTC”) transactions either on regulated exchanges or in the OTC market. Futures contracts are exchange-traded contractual commitments to either receive or deliver a standard amount or value of a commodity at a specified future date and price, with some futures contracts based on cash settlement rather than a delivery requirement. Futures exchanges typically require margin deposits as security. OTC contracts, which may or may not require margin deposits as security, involve parties that have agreed either to exchange cash payments or deliver or receive the underlying commodity at a specified future date and price. The Partnership posts initial margin with futures transaction brokers, along with variation margin, which is paid or received on a daily basis, and is included in other current assets. In addition, the Partnership may either pay or receive margin based upon exposure with counterparties. Payments made by the Partnership are included in other current assets, whereas payments received by the Partnership are included in accrued liabilities. Substantially all of the Partnership’s commodity derivative contracts outstanding as of June 30, 2018 will settle prior to December 31, 2019. The Partnership enters into some master netting arrangements to mitigate credit risk with significant counterparties. Master netting arrangements are standardized contracts that govern all specified transactions with the same counterparty and allow the Partnership to terminate all contracts upon occurrence of certain events, such as a counterparty’s default. The Partnership has elected not to offset the fair value of its derivatives, even where these arrangements provide the right to do so. The Partnership’s derivative instruments are recorded at fair value, with changes in fair value recognized in net income (loss) each period. The Partnership’s fair value measurements are determined using the market approach and includes non-performance risk and time value of money considerations. Counterparty credit is considered for receivable balances, and the Partnership’s credit is considered for payable balances. The Partnership determines fair value using a hierarchy for the inputs used to measure the fair value of financial assets and liabilities based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market (Level 1) to estimates determined using significant unobservable inputs (Level 3). Multiple inputs may be used to measure fair value; however, the level of fair value is based on the lowest significant input level within this fair value hierarchy. Details on the methods and assumptions used to determine the fair values are as follows: Fair value measurements based on Level 1 inputs: Measurements that are most observable and are based on quoted prices of identical instruments obtained from the principal markets in which they are traded. Closing prices are both readily available and representative of fair value. Market transactions occur with sufficient frequency and volume to assure liquidity. Fair value measurements based on Level 2 inputs: Measurements derived indirectly from observable inputs or from quoted prices from markets that are less liquid are considered Level 2. Measurements based on Level 2 inputs include OTC derivative instruments that are priced on an exchange traded curve, but have contractual terms that are not identical to exchange traded contracts. The Partnership utilizes fair value measurements based on Level 2 inputs for its fixed forward contracts, over-the-counter commodity price swaps, interest rate swaps and forward currency contracts. Fair value measurements based on Level 3 inputs: Measurements that are least observable are estimated from significant unobservable inputs determined from sources with little or no market activity for comparable contracts or for positions with longer durations. The Partnership utilizes fair value measurements based on Level 3 inputs for its contingent consideration liability. The Partnership does not offset fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) against the fair value of derivative instruments executed with the same counterparty under the same master netting arrangement. The Partnership had no right to reclaim or obligation to return cash collateral as of June 30, 2018 and December 31, 2017 . The Partnership enters into derivative contracts with counterparties, some of which are subject to master netting arrangements, which allow net settlements under certain conditions. The Partnership presents derivatives at gross fair values in the Condensed Consolidated Balance Sheets. The maximum amount of loss due to credit risk that the Partnership would incur if its counterparties failed completely to perform according to the terms of the contracts, based on the net fair value of these financial instruments, exclusive of cash collateral, was $33.6 million at June 30, 2018 . Information related to these offsetting arrangements is set forth below: As of June 30, 2018 Gross Amount Not Offset in Gross Amount of Assets/Liabilities in the Balance Sheet Financial Cash Net Amount Commodity derivative assets $ 55,042 $ (26,797 ) $ — $ 28,245 Interest rate swap derivative assets 5,311 — — 5,311 Fair value of derivative assets $ 60,353 $ (26,797 ) $ — $ 33,556 Commodity derivative liabilities $ (48,357 ) $ 26,797 $ 6,685 $ (14,875 ) Interest rate swap derivative liabilities (250 ) — — (250 ) Other (52 ) — — (52 ) Fair value of derivative liabilities $ (48,659 ) $ 26,797 $ 6,685 $ (15,177 ) As of December 31, 2017 Gross Amount Not Offset in Gross Amount of Assets/Liabilities in the Balance Sheet Financial Cash Net Amount Commodity derivative assets $ 112,132 $ (86,493 ) $ (4,303 ) $ 21,336 Interest rate swap derivative assets 2,615 — — 2,615 Fair value of derivative assets $ 114,747 $ (86,493 ) $ (4,303 ) $ 23,951 Commodity derivative liabilities $ (165,022 ) $ 86,493 $ 20,975 $ (57,554 ) Interest rate swap derivative liabilities (6 ) — — (6 ) Fair value of derivative liabilities $ (165,028 ) $ 86,493 $ 20,975 $ (57,560 ) The following table presents total realized and unrealized gains (losses) on derivative instruments utilized for commodity risk management purposes included in cost of products sold (exclusive of depreciation and amortization): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Refined products contracts $ (1,227 ) $ 11,351 $ 8,976 $ 44,918 Natural gas contracts (3,832 ) (406 ) (2,960 ) 14,758 Total $ (5,059 ) $ 10,945 $ 6,016 $ 59,676 There were no discretionary trading activities for the three and six months ended June 30, 2018 and 2017 . The following table presents gross volume of commodity derivative instruments outstanding for the periods indicated: As of June 30, 2018 As of December 31, 2017 Refined Products (Barrels) Natural Gas (MMBTUs) Refined Products (Barrels) Natural Gas (MMBTUs) Long contracts 4,469 121,484 9,255 133,532 Short contracts (6,444 ) (67,723 ) (13,487 ) (72,074 ) Interest Rate Derivatives The Partnership has entered into interest rate swaps to manage its exposure to changes in interest rates on its Credit Agreement. The Partnership’s interest rate swaps hedge actual and forecasted LIBOR borrowings and have been designated as cash flow hedges. Counterparties to the Partnership’s interest rate swaps are large multinational banks and the Partnership does not believe there is a material risk of counterparty non-performance. The Partnership's interest rate swap agreements outstanding as of June 30, 2018 were as follows: Beginning Ending Notional Amount January 2018 January 2019 $ 275,000 January 2019 January 2020 $ 300,000 January 2020 January 2021 $ 300,000 January 2021 January 2022 $ 300,000 January 2022 January 2023 $ 250,000 There was no material ineffectiveness determined for the cash flow hedges for the three and six months ended June 30, 2018 and 2017 . The Partnership records unrealized gains and losses on its interest rate swaps as a component of accumulated other comprehensive loss, net of tax, which is reclassified to earnings as interest expense when the payments are made. As of June 30, 2018 , the amount of unrealized gains, net of tax, expected to be reclassified to earnings during the following twelve-month period was $1.9 million . Contingent Consideration As part of the Coen Energy acquisition in 2017, the Partnership may be obligated to pay contingent consideration of up to $12.0 million if certain earnings objectives during the first three years following the acquisition are met. The estimated fair value of the contingent consideration arrangement is classified within Level 3 and was determined using an income approach based on probability-weighted discounted cash flows. Under this method, a set of discrete potential future earnings was determined using internal estimates based on various revenue growth rate assumptions for each scenario. A probability was assigned to each discrete potential future earnings estimate. The resulting probability-weighted contingent consideration amounts were discounted using a weighted average discount rate of 7.0% . Changes in either the revenue growth rates, related earnings or the discount rate could result in a material change to the amount of contingent consideration accrued and such changes will be recorded in the Partnership's condensed consolidated statements of operations. The Partnership records changes in the estimated fair value of the contingent consideration within selling, general and administrative expenses in the condensed consolidated statements of operations. Changes in the contingent consideration liability are measured at fair value on a recurring basis using unobservable inputs (Level 3) and during fiscal 2018 are as follows: Contingent consideration - December 31, 2017 $ 9,725 Change in estimated fair value 344 Contingent consideration - June 30, 2018 $ 10,069 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal, Environmental and Other Proceedings The Partnership is subject to a tax on product it imports into Canada. During a recent audit of the annual filings, the Partnership initiated legal action seeking a declaration to limit the applicability of the tax to direct imports, as well as the periods subject to review. After filing legal action, the Partnership was assessed $3.0 million of tax, including interest and penalties, for the period of 2013 to 2016, and information for the years dating back to 2007 has been requested. The Partnership has accrued an amount which it believes to be a reasonable estimate of the low end of a range of loss related to this matter and such amount is not material to the consolidated financial statements. The Partnership is involved in other various lawsuits, proceedings and environmental matters, all of which arose in the normal course of business. The Partnership believes, based upon its examination of currently available information, its experience to date, and advice from legal counsel, that the individual and aggregate liabilities resulting from the resolution of these contingent matters will not have a material adverse impact on the Partnership’s consolidated results of operations, financial position or cash flows. |
Equity and Equity-Based Compens
Equity and Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity and Equity-Based Compensation | Equity and Equity-Based Compensation Equity Awards - Performance-based Phantom Units The board of directors of the General Partner grants performance-based phantom unit awards to key employees that vest at the end of a performance period (generally three years). Upon vesting, a holder of performance-based phantom units is entitled to receive a number of common units of the Partnership equal to a percentage (between 0 and 200% ) of the phantom units granted, based on the Partnership’s achieving pre-determined performance criteria. The Partnership uses authorized but unissued units to satisfy its unit-based obligations. OCF-based Phantom Units Phantom unit awards granted in 2018, 2017 and 2016 include a performance criteria that considers Sprague Holdings operating cash flow, as defined ("OCF"), over a three year performance period. The number of common units that may be received in settlement of each phantom unit award can range between 0 and 200% of the number of phantom units granted based on the level of OCF achieved during the vesting period. These awards are equity awards with performance and service conditions which result in compensation cost being recognized over the requisite service period once payment is determined to be probable. Compensation expense related to the OCF based awards is estimated each reporting period by multiplying the number of common units underlying such awards that, based on the Partnership's estimate of OCF, are probable to vest, by the grant-date fair value of the award and is recognized over the requisite service period using the straight-line method. The fair value of the OCF based phantom units is the grant date closing price listed on the New York Stock Exchange. The number of units that the Partnership estimates are probable to vest could change over the vesting period. Any such change in estimate is recognized as a cumulative adjustment calculated as if the new estimate had been in effect from the grant date. Distribution Equivalent Rights The Partnership's long-term incentive phantom unit awards include tandem distribution equivalent rights ("DERs") which entitle the participant to a cash payment upon vesting that is equal to any cash distribution paid on a common unit between the grant date and the date the phantom units were settled. A summary of the Partnership’s unit awards subject to vesting during the six months ended June 30, 2018 is set forth below: 2018 Awards 2017 Awards 2016 Awards Units Weighted Average Grant Date Fair Value (per unit) Units Weighted Units Weighted Nonvested at December 31, 2017 — $ — 131,000 $ 26.62 163,900 $ 17.52 Granted 143,981 23.30 — — — — Forfeited — — — — — — Vested — — — — — — Nonvested at June 30, 2018 143,981 $ 23.30 131,000 $ 26.62 163,900 $ 17.52 During the three-months ended June 30, 2018 , the Partnership reduced its estimate of the number of units expected to vest over the vesting period and as a result unit-based compensation for the three and six months ended June 30, 2018 was $(0.6) million and $0.2 million , respectively, as compared to $1.0 million and $1.9 million , for the three and six months ended June 30, 2017 . Unit-based compensation is included in selling, general and administrative expenses. Unrecognized compensation cost related to performance-based phantom unit awards totaled $5.4 million as of June 30, 2018 which is expected to be recognized over a weighted average period of 17 months. Equity - Changes in Partnership Units Phantom units with a performance period ended as of December 31, 2017 vested at the 195.5% level and as a result 271,748 common units (vested market value of $7.0 million ) were issued during January 2018, with 97,351 units being withheld to satisfy tax withholding requirements. The following table provides information with respect to changes in the Partnership’s units: Common Units Public Sprague Holdings Subordinated Balance as of December 31, 2016 9,207,473 2,034,378 10,071,970 Conversion of subordinated units — 10,071,970 (10,071,970 ) Units issued in connection with performance awards 89,315 — — Units issued in connection with employee bonus 8,840 — — Director vested awards 9,360 — — Units issued in connection with Carbo acquisition 1,131,551 — — Balance as of December 31, 2017 10,446,539 12,106,348 — Units issued in connection with performance awards 174,397 — — Balance as of June 30, 2018 10,620,936 12,106,348 — |
Earnings Per Unit
Earnings Per Unit | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Unit | Earnings Per Unit The Partnership has identified the IDRs as participating securities and uses the two-class method when calculating the net income per unit applicable to limited partners, Earnings per unit applicable to limited partners is computed by dividing limited partners’ interest in net income (loss), after deducting any incentive distributions, by the weighted-average number of outstanding common and subordinated units. The Partnership’s net income is allocated to the limited partners in accordance with their respective ownership percentages, after giving effect to priority income allocations for incentive distributions, which are declared and paid following the close of each quarter. Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Diluted earnings per unit includes the effects of potentially dilutive units on the Partnership’s common units, consisting of unvested phantom units. Payments made to the Partnership’s unitholders are determined in relation to actual distributions declared and are not based on the net income (loss) allocations used in the calculation of earnings (loss) per unit. Quarterly net income (loss) per limited partner and per unit amounts are stand-alone calculations and may not be additive to year to date amounts due to rounding and changes in outstanding units. The table below shows the weighted average common units outstanding used to compute net income per common unit for the periods indicated. Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Weighted average limited partner common units - basic 22,727,284 22,319,704 22,726,320 21,864,875 Dilutive effect of unvested phantom units — — 58,016 335,195 Weighted average limited partner common units - dilutive 22,727,284 22,319,704 22,784,336 22,200,070 |
Partnership Distributions
Partnership Distributions | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Partnership Distributions | Partnership Distributions The Partnership's partnership agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the common unitholders will receive. Payments made in connection with DERs are recorded as a distribution. Cash distributions for the periods indicated were as follows: Three Months Ended Payment Date Per Unit Common IDR DER Total December 31, 2017 February 12, 2018 $0.6375 $ 14,489 $ 1,373 $ 1,760 $ 17,622 March 31, 2018 May 18, 2018 $0.6525 $ 14,830 $ 1,714 $ — $ 16,544 In addition, on July 26, 2018, the Partnership declared a cash distribution for the three months ended June 30, 2018 , of $0.6675 per unit, totaling $17.2 million (including a $2.1 million IDR distribution). Such distributions are to be paid on August 10, 2018, to unitholders of record on August 6, 2018. |
Description of Business and S21
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Condensed Consolidated Financial Statements include the accounts of the Partnership and its wholly-owned subsidiaries. Intercompany transactions between the Partnership and its subsidiaries have been eliminated. The accompanying unaudited Condensed Consolidated Financial Statements were prepared in accordance with the requirements of the Securities and Exchange Commission (“SEC”) for interim financial information. As permitted under those rules, certain notes or other financial information that are normally required by U.S. generally accepted accounting principles (“GAAP”) to be included in annual financial statements have been condensed or omitted from these interim financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and related notes of the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on March 14, 2018 (the “2017 Annual Report”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and the reported net sales and expenses in the income statement. Actual results could differ from those estimates. Among the estimates made by management are asset and liability valuations as part of an acquisition, the fair value of derivative assets and liabilities, valuation of contingent consideration, valuation of reporting units within the goodwill impairment assessment, and if necessary long-lived asset impairments and environmental and legal obligations. The Condensed Consolidated Financial Statements included herein reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the Partnership’s consolidated financial position at June 30, 2018 and December 31, 2017 , the consolidated results of operations for the three and six months ended June 30, 2018 and 2017 , and the consolidated cash flows for the six months ended June 30, 2018 and 2017 . The unaudited results of operations for the interim periods reported are not necessarily indicative of results to be expected for the full year. Demand for some of the Partnership’s refined petroleum products, specifically heating oil and residual oil for space heating purposes, and to a lesser extent natural gas, are generally higher during the first and fourth quarters of the calendar year which may result in significant fluctuations in the Partnership’s quarterly operating results. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . The objective of the guidance is to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Partnership is currently evaluating the impact of this new standard on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04 Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment . The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The standard will be applied prospectively, and is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805), which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Partnership will follow this new guidance for transactions entered into after December 31, 2017. In August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years and is to be applied retrospectively to all periods presented. The adoption of this guidance in 2018 did not have an impact on the Partnership's consolidated statements of cash flows. In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842), which, among other things, requires lessees to recognize at the commencement date of a lease a liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis, and a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In June 2018, the FASB issued ASU 2018-11 that introduced a transition option, that the Partnership intends to adopt, that will allow the new standard to be adopted without revising comparative period reporting or disclosures. The Partnership has started the process of gathering and analyzing its lease contracts and is in the process of evaluating changes to business processes, systems and controls needed to support recognition and disclosure under this new standard. While the adoption of this new standard is expected to result in an increase to reported assets and liabilities, the Partnership has not yet determined the full impact that the adoption of ASU 2016-02 will have on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which revises the principles of revenue recognition from one based on the transfer of risks and rewards to when a customer obtains control of a good or service. The FASB issued several ASUs after ASU 2014-09 to clarify implementation guidance but did not change the core principle of the guidance in Topic 606. These ASUs are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard in 2018 did not have an impact on the Partnership's consolidated financial statements nor result in significant changes to business processes, systems, or internal controls. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Further disaggregation of net sales by business segment and geographic destination is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net sales: Refined products Distillates $ 505,863 $ 307,732 $ 1,487,554 $ 938,485 Gasoline 87,959 67,004 164,316 136,698 Heavy fuel oil and asphalt 70,203 56,248 193,015 137,391 Total refined products $ 664,025 $ 430,984 $ 1,844,885 $ 1,212,574 Natural gas 58,428 65,708 188,355 185,374 Materials handling 14,218 12,798 27,366 22,723 Other operations 4,985 4,136 12,198 10,762 Net sales $ 741,656 $ 513,626 $ 2,072,804 $ 1,431,433 Net sales by Country: United States $ 670,903 $ 455,306 $ 1,936,445 $ 1,326,881 Canada $ 70,753 $ 58,320 $ 136,359 104,552 Net sales $ 741,656 $ 513,626 $ 2,072,804 $ 1,431,433 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date: Inventories $ 567 Other current assets 115 Property, plant and equipment 12,972 Intangibles 18,375 Total identifiable assets acquired 32,029 Other liabilities (256 ) Net identifiable assets acquired 31,773 Goodwill 13,095 Net assets acquired $ 44,868 The operations of Carbo are included in the Partnership's refined products segment since the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Inventories $ 3,220 Derivative and other current assets 111 Property, plant and equipment 22,995 Intangibles 29,000 Total identifiable assets acquired 55,326 Other liabilities (188 ) Net identifiable assets acquired 55,138 Goodwill 16,718 Net assets acquired $ 71,856 The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Inventories $ 632 Derivative and other current assets 658 Property, plant and equipment 9,152 Intangibles 5,800 Total identifiable assets acquired 16,242 Derivative and other current liabilities (680 ) Net identifiable assets acquired 15,562 Goodwill 5,081 Net assets acquired $ 20,643 The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Property, plant and equipment $ 21,960 Accrued liabilities and other, net (22 ) Net assets acquired $ 21,938 The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Inventory $ 286 Derivative assets 5,873 Natural gas transportation assets 695 Derivative assets long term 1,089 Natural gas transportation assets long term 378 Intangibles 5,046 Total identifiable assets acquired 13,367 Derivative liabilities (4,865 ) Natural gas transportation liabilities (465 ) Derivative liabilities long term (1,214 ) Natural gas transportation liabilities long term (162 ) Net identifiable assets acquired 6,661 Goodwill 9,592 Net assets acquired $ 16,253 |
Accumulated Other Comprehensi24
Accumulated Other Comprehensive Loss, Net of Tax (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss, Net of Tax | Amounts included in accumulated other comprehensive loss, net of tax, consisted of the following: June 30, December 31, 2017 Fair value of interest rate swaps, net of tax $ 5,022 $ 2,588 Cumulative foreign currency translation adjustment (11,585 ) (11,458 ) Accumulated other comprehensive loss, net of tax $ (6,563 ) $ (8,870 ) |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | June 30, December 31, Petroleum and related products $ 173,257 $ 324,491 Asphalt 2,023 5,221 Coal 2,643 3,712 Natural gas 1,427 2,435 Inventories $ 179,350 $ 335,859 |
Credit Agreement (Tables)
Credit Agreement (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | June 30, December 31, 2017 Working capital facilities $ 190,383 $ 341,850 Acquisition facility 379,100 383,500 Total credit agreement 569,483 725,350 Less: current portion of working capital facilities (57,248 ) (275,613 ) Long-term portion $ 512,235 $ 449,737 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Summary of Financial Information for Partnership's Reportable Segments | Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net sales: Refined products $ 664,025 $ 430,984 $ 1,844,885 $ 1,212,574 Natural gas 58,428 65,708 188,355 185,374 Materials handling 14,218 12,798 27,366 22,723 Other operations 4,985 4,136 12,198 10,762 Net sales $ 741,656 $ 513,626 $ 2,072,804 $ 1,431,433 Adjusted gross margin (1): Refined products $ 28,671 $ 23,815 $ 85,006 $ 63,293 Natural gas 5,055 2,568 43,003 41,158 Materials handling 14,269 12,798 27,417 22,723 Other operations 1,675 1,530 3,781 3,903 Adjusted gross margin 49,670 40,711 159,207 131,077 Reconciliation to operating (loss) income (2): Add: unrealized (loss) gain on inventory derivatives (3) (971 ) 4,539 22,590 29,047 Add: unrealized gain on prepaid forward contract derivatives (4) — 267 — 240 Add: unrealized (loss) gain on natural gas transportation contracts (5) (3,716 ) (949 ) 10,352 6,865 Operating costs and expenses not allocated to operating segments: Operating expenses (22,281 ) (16,901 ) (45,490 ) (33,733 ) Selling, general and administrative (18,562 ) (19,624 ) (46,426 ) (45,913 ) Depreciation and amortization (8,378 ) (6,950 ) (16,803 ) (12,882 ) Operating (loss) income (4,238 ) 1,093 83,430 74,701 Other income — 119 — 183 Interest income 169 88 281 172 Interest expense (9,412 ) (8,279 ) (19,296 ) (15,434 ) Income tax benefit (provision) 286 (813 ) (2,689 ) (2,915 ) Net (loss) income $ (13,195 ) $ (7,792 ) $ 61,726 $ 56,707 (1) The Partnership trades, purchases, stores and sells energy commodities that experience market value fluctuations. To manage the Partnership’s underlying performance, including its physical and derivative positions, management utilizes adjusted gross margin, which is a non-GAAP financial measure. Adjusted gross margin is also used by external users of the Partnership’s consolidated financial statements to assess the Partnership’s economic results of operations and its commodity market value reporting to lenders. In determining adjusted gross margin, the Partnership adjusts its segment results for the impact of unrealized hedging gains and losses with regard to refined products and natural gas inventory derivatives, prepaid forward contract derivatives and natural gas transportation contracts, which are not marked to market for the purpose of recording unrealized gains or losses in net income. These adjustments align the unrealized hedging gains and losses to the period in which the revenue from the sale of inventory, prepaid fixed forwards and the utilization of transportation contracts relating to those hedges is realized in net income. Adjusted gross margin has no impact on reported volumes or net sales. (2) Reconciliation of adjusted gross margin to operating income, the most directly comparable GAAP measure. (3) Inventory is valued at the lower of cost or net realizable value. The fair value of the derivatives the Partnership uses to economically hedge its inventory declines or appreciates in value as the value of the underlying inventory appreciates or declines, which creates unrealized hedging losses (gains) with respect to the derivatives that are included in net income. (4) The unrealized hedging gain (loss) on prepaid forward contract derivatives represents the Partnership’s estimate of the change in fair value of the prepaid forward contracts which are not recorded in net income until the forward contract is settled in the future (i.e., when the commodity is delivered to the customer). As these contracts are prepaid, they do not qualify as derivatives and changes in the fair value are therefore not included in net income. The fair value of the derivatives the Partnership uses to economically hedge its prepaid forward contracts declines or appreciates in value as the value of the underlying prepaid forward contract appreciates or declines, which creates unrealized hedging gains (losses) that are included in net income. (5) The unrealized hedging gain (loss) on natural gas transportation contracts represents the Partnership’s estimate of the change in fair value of the natural gas transportation contracts which are not recorded in net income until the transportation is utilized in the future (i.e., when natural gas is delivered to the customer), as these contracts do not qualify as derivatives. As the fair value of the natural gas transportation contracts decline or appreciate, the offsetting physical or financial derivative will also appreciate or decline creating unmatched unrealized hedging (losses) gains in net income as of each period end. |
Financial Instruments and Off28
Financial Instruments and Off-Balance Sheet Risk (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Financial Assets and Financial Liabilities of Partnership Measured at Fair Value on Recurring Basis | The following table presents financial assets and financial liabilities of the Partnership measured at fair value on a recurring basis: As of June 30, 2018 Fair Value Measurement Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Derivative assets: Commodity fixed forwards $ 18,426 $ — $ 18,426 $ — Commodity swaps and options 36,616 36,612 4 — Commodity derivatives 55,042 36,612 18,430 — Interest rate swaps 5,311 — 5,311 — Total derivative assets $ 60,353 $ 36,612 $ 23,741 $ — Derivative liabilities: Commodity exchange contracts $ 7 $ 7 $ — $ — Commodity fixed forwards 22,692 — 22,692 — Commodity swaps and options 25,658 25,641 17 — Commodity derivatives 48,357 25,648 22,709 — Interest rate swaps 250 — 250 — Other 52 — 52 — Total derivative liabilities $ 48,659 $ 25,648 $ 23,011 $ — Contingent consideration $ 10,069 $ — $ — $ 10,069 As of December 31, 2017 Fair Value Quoted Significant Significant Derivative assets: Commodity fixed forwards $ 11,502 $ — $ 11,502 $ — Commodity swaps and options 100,630 100,613 17 — Commodity derivatives 112,132 100,613 11,519 — Interest rate swaps 2,615 — 2,615 — Total derivative assets $ 114,747 $ 100,613 $ 14,134 $ — Derivative liabilities: Commodity fixed forwards $ 61,195 $ — $ 61,195 $ — Commodity swaps and options 103,827 103,654 173 — Commodity derivatives 165,022 103,654 61,368 — Interest rate swaps 6 — 6 — Total derivative liabilities $ 165,028 $ 103,654 $ 61,374 $ — Contingent consideration $ 9,725 $ — $ — $ 9,725 |
Summary of Offsetting Assets | Information related to these offsetting arrangements is set forth below: As of June 30, 2018 Gross Amount Not Offset in Gross Amount of Assets/Liabilities in the Balance Sheet Financial Cash Net Amount Commodity derivative assets $ 55,042 $ (26,797 ) $ — $ 28,245 Interest rate swap derivative assets 5,311 — — 5,311 Fair value of derivative assets $ 60,353 $ (26,797 ) $ — $ 33,556 Commodity derivative liabilities $ (48,357 ) $ 26,797 $ 6,685 $ (14,875 ) Interest rate swap derivative liabilities (250 ) — — (250 ) Other (52 ) — — (52 ) Fair value of derivative liabilities $ (48,659 ) $ 26,797 $ 6,685 $ (15,177 ) As of December 31, 2017 Gross Amount Not Offset in Gross Amount of Assets/Liabilities in the Balance Sheet Financial Cash Net Amount Commodity derivative assets $ 112,132 $ (86,493 ) $ (4,303 ) $ 21,336 Interest rate swap derivative assets 2,615 — — 2,615 Fair value of derivative assets $ 114,747 $ (86,493 ) $ (4,303 ) $ 23,951 Commodity derivative liabilities $ (165,022 ) $ 86,493 $ 20,975 $ (57,554 ) Interest rate swap derivative liabilities (6 ) — — (6 ) Fair value of derivative liabilities $ (165,028 ) $ 86,493 $ 20,975 $ (57,560 ) |
Summary of Offsetting Liabilities | Information related to these offsetting arrangements is set forth below: As of June 30, 2018 Gross Amount Not Offset in Gross Amount of Assets/Liabilities in the Balance Sheet Financial Cash Net Amount Commodity derivative assets $ 55,042 $ (26,797 ) $ — $ 28,245 Interest rate swap derivative assets 5,311 — — 5,311 Fair value of derivative assets $ 60,353 $ (26,797 ) $ — $ 33,556 Commodity derivative liabilities $ (48,357 ) $ 26,797 $ 6,685 $ (14,875 ) Interest rate swap derivative liabilities (250 ) — — (250 ) Other (52 ) — — (52 ) Fair value of derivative liabilities $ (48,659 ) $ 26,797 $ 6,685 $ (15,177 ) As of December 31, 2017 Gross Amount Not Offset in Gross Amount of Assets/Liabilities in the Balance Sheet Financial Cash Net Amount Commodity derivative assets $ 112,132 $ (86,493 ) $ (4,303 ) $ 21,336 Interest rate swap derivative assets 2,615 — — 2,615 Fair value of derivative assets $ 114,747 $ (86,493 ) $ (4,303 ) $ 23,951 Commodity derivative liabilities $ (165,022 ) $ 86,493 $ 20,975 $ (57,554 ) Interest rate swap derivative liabilities (6 ) — — (6 ) Fair value of derivative liabilities $ (165,028 ) $ 86,493 $ 20,975 $ (57,560 ) |
Summary of Realized and Unrealized Gains (Losses) on Derivative Instruments for Commodity Risk Management | The following table presents total realized and unrealized gains (losses) on derivative instruments utilized for commodity risk management purposes included in cost of products sold (exclusive of depreciation and amortization): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Refined products contracts $ (1,227 ) $ 11,351 $ 8,976 $ 44,918 Natural gas contracts (3,832 ) (406 ) (2,960 ) 14,758 Total $ (5,059 ) $ 10,945 $ 6,016 $ 59,676 |
Schedule of Gross Volume of Commodity Derivative Instruments Outstanding | The following table presents gross volume of commodity derivative instruments outstanding for the periods indicated: As of June 30, 2018 As of December 31, 2017 Refined Products (Barrels) Natural Gas (MMBTUs) Refined Products (Barrels) Natural Gas (MMBTUs) Long contracts 4,469 121,484 9,255 133,532 Short contracts (6,444 ) (67,723 ) (13,487 ) (72,074 ) |
Schedule of Notional Amounts | The Partnership's interest rate swap agreements outstanding as of June 30, 2018 were as follows: Beginning Ending Notional Amount January 2018 January 2019 $ 275,000 January 2019 January 2020 $ 300,000 January 2020 January 2021 $ 300,000 January 2021 January 2022 $ 300,000 January 2022 January 2023 $ 250,000 |
Summary of Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | Changes in the contingent consideration liability are measured at fair value on a recurring basis using unobservable inputs (Level 3) and during fiscal 2018 are as follows: Contingent consideration - December 31, 2017 $ 9,725 Change in estimated fair value 344 Contingent consideration - June 30, 2018 $ 10,069 |
Equity and Equity-Based Compe29
Equity and Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Partnership's Unit Awards Subject to Vesting | A summary of the Partnership’s unit awards subject to vesting during the six months ended June 30, 2018 is set forth below: 2018 Awards 2017 Awards 2016 Awards Units Weighted Average Grant Date Fair Value (per unit) Units Weighted Units Weighted Nonvested at December 31, 2017 — $ — 131,000 $ 26.62 163,900 $ 17.52 Granted 143,981 23.30 — — — — Forfeited — — — — — — Vested — — — — — — Nonvested at June 30, 2018 143,981 $ 23.30 131,000 $ 26.62 163,900 $ 17.52 |
Schedule of Changes in Partnership's Units | The following table provides information with respect to changes in the Partnership’s units: Common Units Public Sprague Holdings Subordinated Balance as of December 31, 2016 9,207,473 2,034,378 10,071,970 Conversion of subordinated units — 10,071,970 (10,071,970 ) Units issued in connection with performance awards 89,315 — — Units issued in connection with employee bonus 8,840 — — Director vested awards 9,360 — — Units issued in connection with Carbo acquisition 1,131,551 — — Balance as of December 31, 2017 10,446,539 12,106,348 — Units issued in connection with performance awards 174,397 — — Balance as of June 30, 2018 10,620,936 12,106,348 — |
Earnings Per Unit (Tables)
Earnings Per Unit (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Summary of Weighted Average Common Units Outstanding | The table below shows the weighted average common units outstanding used to compute net income per common unit for the periods indicated. Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Weighted average limited partner common units - basic 22,727,284 22,319,704 22,726,320 21,864,875 Dilutive effect of unvested phantom units — — 58,016 335,195 Weighted average limited partner common units - dilutive 22,727,284 22,319,704 22,784,336 22,200,070 |
Partnership Distributions (Tabl
Partnership Distributions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of Incentive Distribution Amounts | Cash distributions for the periods indicated were as follows: Three Months Ended Payment Date Per Unit Common IDR DER Total December 31, 2017 February 12, 2018 $0.6375 $ 14,489 $ 1,373 $ 1,760 $ 17,622 March 31, 2018 May 18, 2018 $0.6525 $ 14,830 $ 1,714 $ — $ 16,544 |
Description of Business and S32
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018segment$ / sharesshares | Dec. 31, 2016$ / shares | Feb. 16, 2017shares | |
Nature Of Business And Basis Of Presentation [Line Items] | |||
Number of reporting operating segments | segment | 4 | ||
Sprague Resources Holdings Llc | |||
Nature Of Business And Basis Of Presentation [Line Items] | |||
Distributions from distributable cash flow (in dollars per share) | $ / shares | $ 0.474375 | ||
Sprague Resources Holdings Llc | Maximum | |||
Nature Of Business And Basis Of Presentation [Line Items] | |||
Percentages incentive distribution rights | 50.00% | ||
Sprague Resources LP | Common Stock | Axel Johnson Inc. | |||
Nature Of Business And Basis Of Presentation [Line Items] | |||
Common units issued (in shares) | shares | 12,106,348 | ||
Limited partnership, ownership interest | 53.00% | ||
Common Units | |||
Nature Of Business And Basis Of Presentation [Line Items] | |||
Distributions from distributable cash flow (in dollars per share) | $ / shares | $ 0.4125 | ||
Affiliated Entity | Subordinated Units | |||
Nature Of Business And Basis Of Presentation [Line Items] | |||
Common units issued (in shares) | shares | 10,071,970 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||
Payment terms | 30 days | ||||
Contract liabilities | $ 6,300 | $ 6,300 | $ 7,700 | ||
Net sales | 741,656 | $ 513,626 | 2,072,804 | $ 1,431,433 | |
United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 670,903 | 455,306 | 1,936,445 | 1,326,881 | |
Canada | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 70,753 | 58,320 | 136,359 | 104,552 | |
Distillates | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 505,863 | 307,732 | 1,487,554 | 938,485 | |
Gasoline | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 87,959 | 67,004 | 164,316 | 136,698 | |
Heavy fuel oil and asphalt | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 70,203 | 56,248 | 193,015 | 137,391 | |
Refined products | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 664,025 | 430,984 | 1,844,885 | 1,212,574 | |
Natural gas | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 58,428 | 65,708 | 188,355 | 185,374 | |
Materials handling | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 14,218 | 12,798 | 27,366 | 22,723 | |
Other operations | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | $ 4,985 | $ 4,136 | $ 12,198 | $ 10,762 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) bbl in Thousands, $ in Millions | Oct. 01, 2017USD ($)employeeasset | Apr. 18, 2017USD ($)bbl | Feb. 10, 2017USD ($)bbl | Feb. 01, 2017USD ($)pipeline_supplied_distillate_terminalbbldistillate_storage_facility | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017business_acquisition |
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | business_acquisition | 5 | ||||||||
Business acquisition, pro forma revenue | $ 539.2 | $ 1,511 | |||||||
Coen Energy, LLC And Coen Transport, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, contingent consideration, liability | $ 12 | ||||||||
Total consideration | $ 35.3 | ||||||||
Entity number of employees | employee | 250 | ||||||||
Carbo Industries | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to acquire businesses | $ 13.3 | ||||||||
Total consideration | 72 | ||||||||
Liability incurred to acquire business | $ 38.2 | ||||||||
Pay-off period of liability incurred to acquire business | 10 years | ||||||||
Net present value of liability incurred to acquire business | $ 27.3 | ||||||||
Common units issued, value, to acquire business | $ 31.4 | ||||||||
Capacity of terminal facility acquired (barrels) | bbl | 174 | ||||||||
Capital Terminal | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to acquire businesses | $ 22 | ||||||||
Distillate terminal capacity, barrels | bbl | 1,000 | ||||||||
Global Natural Gas & Power | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to acquire businesses | $ 16.3 | ||||||||
Total consideration | 17.3 | ||||||||
Leonard E Belcher, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to acquire businesses | 20.7 | ||||||||
Total consideration | $ 20 | ||||||||
Pipeline-supplied distillate terminals acquired | pipeline_supplied_distillate_terminal | 2 | ||||||||
Distillate storage facilities acquired | distillate_storage_facility | 1 | ||||||||
Distillate terminals and storage facility combine capacity, barrels | bbl | 283 | ||||||||
In-land bulk plan | Coen Energy, LLC And Coen Transport, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Property, plant and equipment, number of assets | asset | 4 | ||||||||
Throughput locations | Coen Energy, LLC And Coen Transport, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Property, plant and equipment, number of assets | asset | 2 | ||||||||
Transportation equipment | Coen Energy, LLC And Coen Transport, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Property, plant and equipment, number of assets | asset | 100 | ||||||||
Selling, general and administrative expenses | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, acquisition related costs | $ 0.3 | $ 0.6 | $ 0.7 | $ 1 |
Business Combinations - Fair Va
Business Combinations - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Oct. 01, 2017 | Apr. 18, 2017 | Feb. 10, 2017 | Feb. 01, 2017 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 115,037 | $ 115,037 | ||||
Leonard E Belcher, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Inventories | $ 632 | |||||
Property, plant and equipment | 9,152 | |||||
Intangibles | 5,800 | |||||
Total identifiable assets acquired | 16,242 | |||||
Net identifiable assets acquired | 15,562 | |||||
Goodwill | 5,081 | |||||
Net assets acquired | 20,643 | |||||
Derivative and other current assets | 658 | |||||
Derivative liabilities | (680) | |||||
Capital Terminal | ||||||
Business Acquisition [Line Items] | ||||||
Property, plant and equipment | $ 21,960 | |||||
Net assets acquired | 21,938 | |||||
Accrued liabilities and other, net | $ (22) | |||||
Global Natural Gas & Power | ||||||
Business Acquisition [Line Items] | ||||||
Inventories | 286 | |||||
Intangibles | 5,046 | |||||
Total identifiable assets acquired | 13,367 | |||||
Net identifiable assets acquired | 6,661 | |||||
Goodwill | 9,592 | |||||
Net assets acquired | 16,253 | |||||
Derivative and other current assets | 5,873 | |||||
Natural gas transportation assets | 695 | |||||
Derivative assets long term | 1,089 | |||||
Natural gas transportation assets long term | 378 | |||||
Derivative liabilities | (4,865) | |||||
Natural gas transportation liabilities | (465) | |||||
Derivative liabilities long term | (1,214) | |||||
Natural gas transportation liabilities long term | $ (162) | |||||
Carbo Industries | ||||||
Business Acquisition [Line Items] | ||||||
Inventories | $ 3,220 | |||||
Property, plant and equipment | 22,995 | |||||
Intangibles | 29,000 | |||||
Total identifiable assets acquired | 55,326 | |||||
Other liabilities | (188) | |||||
Net identifiable assets acquired | 55,138 | |||||
Goodwill | 16,718 | |||||
Net assets acquired | 71,856 | |||||
Derivative and other current assets | $ 111 | |||||
Coen Energy, LLC And Coen Transport, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Inventories | $ 567 | |||||
Other current assets | 115 | |||||
Property, plant and equipment | 12,972 | |||||
Intangibles | 18,375 | |||||
Total identifiable assets acquired | 32,029 | |||||
Other liabilities | (256) | |||||
Net identifiable assets acquired | 31,773 | |||||
Goodwill | 13,095 | |||||
Net assets acquired | $ 44,868 |
Accumulated Other Comprehensi36
Accumulated Other Comprehensive Loss, Net of Tax - Schedule of Accumulated Other Comprehensive Loss, Net of Tax (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Equity [Abstract] | ||
Fair value of interest rate swaps, net of tax | $ 5,022 | $ 2,588 |
Cumulative foreign currency translation adjustment | (11,585) | (11,458) |
Accumulated other comprehensive loss, net of tax | $ (6,563) | $ (8,870) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Inventories | $ 179,350 | $ 335,859 |
Petroleum and related products | ||
Inventory [Line Items] | ||
Inventories | 173,257 | 324,491 |
Asphalt | ||
Inventory [Line Items] | ||
Inventories | 2,023 | 5,221 |
Coal | ||
Inventory [Line Items] | ||
Inventories | 2,643 | 3,712 |
Natural gas | ||
Inventory [Line Items] | ||
Inventories | $ 1,427 | $ 2,435 |
Credit Agreement - Schedule of
Credit Agreement - Schedule of Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||
Credit agreement | $ 569,483 | $ 725,350 |
Less: current portion of working capital facilities | (57,248) | (275,613) |
Long-term portion | 512,235 | 449,737 |
Working capital facilities | ||
Line of Credit Facility [Line Items] | ||
Credit agreement | 190,383 | 341,850 |
Long-term portion | 133,135 | 66,237 |
Acquisition facility | ||
Line of Credit Facility [Line Items] | ||
Credit agreement | 379,100 | 383,500 |
Long-term portion | $ 379,100 | $ 383,500 |
Credit Agreement - Additional I
Credit Agreement - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Working capital facilities | Federal Funds Rate | U.S. dollar | ||
Debt Instrument [Line Items] | ||
Debt instruments, interest rate | 0.50% | |
Working capital facilities | Eurocurrency Rate | U.S. dollar | ||
Debt Instrument [Line Items] | ||
Debt instruments, interest rate | 1.00% | |
Working capital facilities | Eurocurrency Rate | Canadian dollars | ||
Debt Instrument [Line Items] | ||
Debt instruments, interest rate | 1.00% | |
Working capital facilities | Amended and Restated Revolving Credit Agreement | ||
Debt Instrument [Line Items] | ||
Debt instrument, potential increase in maximum borrowing capacity | $ 250,000,000 | |
Acquisition facility | Amended and Restated Revolving Credit Agreement | ||
Debt Instrument [Line Items] | ||
Debt instrument, potential increase in maximum borrowing capacity | 200,000,000 | |
Multicurrency working capital | Amended and Restated Revolving Credit Agreement | ||
Debt Instrument [Line Items] | ||
Debt instrument, potential increase in maximum borrowing capacity | 220,000,000 | |
Working capital and multicurrency facility | Amended and Restated Revolving Credit Agreement | ||
Debt Instrument [Line Items] | ||
Debt instrument, potential increase in maximum borrowing capacity | $ 270,000,000 | |
Credit Agreement | ||
Debt Instrument [Line Items] | ||
Debt instruments, weighted average interest rate | 4.80% | 4.20% |
Credit Agreement | One Month London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable rate, term | 1 month | |
Credit Agreement | Two Month London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable rate, term | 2 months | |
Credit Agreement | Three Month London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable rate, term | 3 months | |
Credit Agreement | Six Month London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable rate, term | 6 months | |
Credit Agreement | Working capital facilities | ||
Debt Instrument [Line Items] | ||
Borrowing base under Credit Agreement | $ 341,500,000 | $ 623,200,000 |
Letters of credit outstanding | 18,600,000 | $ 72,300,000 |
Excess availability under Credit Agreement | 132,500,000 | |
Credit Agreement | Working capital facilities | Amended and Restated Revolving Credit Agreement | ||
Debt Instrument [Line Items] | ||
Debt instruments, borrowing capacity | 950,000,000 | |
Credit Agreement | Working capital facilities | Amended and Restated Revolving Credit Agreement | Kildair | ||
Debt Instrument [Line Items] | ||
Debt instruments, borrowing capacity | 100,000,000 | |
Credit Agreement | Acquisition facility | ||
Debt Instrument [Line Items] | ||
Excess availability under Credit Agreement | 170,900,000 | |
Credit Agreement | Acquisition facility | Amended and Restated Revolving Credit Agreement | ||
Debt Instrument [Line Items] | ||
Debt instruments, borrowing capacity | $ 550,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - General Partner - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||||
Reimbursements of employee costs and related benefits | $ 28 | $ 20.7 | $ 62.9 | $ 48.2 | |
Amounts due to General Partner | $ 9.4 | $ 9.4 | $ 12.9 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)segmentoperating_unit | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reporting operating segments | segment | 4 | ||||
Significant fixed assets attributable to reporting segment | $ 350,303 | $ 350,303 | $ 350,059 | ||
Goodwill | 115,037 | 115,037 | $ 115,037 | ||
Revenue from contract with customer, excluding assessed tax | 741,656 | $ 513,626 | $ 2,072,804 | $ 1,431,433 | |
Refined products | |||||
Segment Reporting Information [Line Items] | |||||
Number of operating units | operating_unit | 3 | ||||
Refined products | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | 71,400 | $ 71,400 | |||
Natural gas | |||||
Segment Reporting Information [Line Items] | |||||
Number of operating units | operating_unit | 1 | ||||
Significant fixed assets attributable to reporting segment | 0 | $ 0 | |||
Natural gas | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | 35,500 | $ 35,500 | |||
Materials handling | |||||
Segment Reporting Information [Line Items] | |||||
Number of operating units | operating_unit | 2 | ||||
Materials handling | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | 6,900 | $ 6,900 | |||
Other operations | |||||
Segment Reporting Information [Line Items] | |||||
Number of operating units | operating_unit | 2 | ||||
Other operations | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | 1,200 | $ 1,200 | |||
Canada | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from contract with customer, excluding assessed tax | $ 70,753 | $ 58,320 | $ 136,359 | $ 104,552 |
Segment Reporting - Summary of
Segment Reporting - Summary of Financial Information for Partnership's Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Net sales [Abstract] | |||||
Revenue from contract with customer, excluding assessed tax | $ 741,656 | $ 513,626 | $ 2,072,804 | $ 1,431,433 | |
Operating costs and expenses not allocated to operating segments: | |||||
Operating expenses | (22,281) | (16,901) | (45,490) | (33,733) | |
Selling, general and administrative | (18,562) | (19,624) | (46,426) | (45,913) | |
Depreciation and amortization | (8,378) | (6,950) | (16,803) | (12,882) | |
Operating (loss) income | (4,238) | 1,093 | 83,430 | 74,701 | |
Other income | 0 | 119 | 0 | 183 | |
Interest income | 169 | 88 | 281 | 172 | |
Interest expense | (9,412) | (8,279) | (19,296) | (15,434) | |
Income tax benefit (provision) | 286 | (813) | (2,689) | (2,915) | |
Net (loss) income | (13,195) | (7,792) | 61,726 | 56,707 | $ 29,497 |
Operating Segments | |||||
Adjusted gross margin: | |||||
Adjusted gross margin | 49,670 | 40,711 | 159,207 | 131,077 | |
Segment Reconciling Items | |||||
Reconciliation to operating income (loss): | |||||
Add: unrealized gain (loss) on inventory derivatives | (971) | 4,539 | 22,590 | 29,047 | |
Add: unrealized gain on prepaid forward contract derivatives | 0 | 267 | 0 | 240 | |
Add: unrealized (loss) gain on natural gas transportation contracts | (3,716) | (949) | 10,352 | 6,865 | |
Operating costs and expenses not allocated to operating segments: | |||||
Operating expenses | (22,281) | (16,901) | (45,490) | (33,733) | |
Selling, general and administrative | (18,562) | (19,624) | (46,426) | (45,913) | |
Depreciation and amortization | (8,378) | (6,950) | (16,803) | (12,882) | |
Refined products | |||||
Net sales [Abstract] | |||||
Revenue from contract with customer, excluding assessed tax | 664,025 | 430,984 | 1,844,885 | 1,212,574 | |
Refined products | Operating Segments | |||||
Net sales [Abstract] | |||||
Revenue from contract with customer, excluding assessed tax | 664,025 | 430,984 | 1,844,885 | 1,212,574 | |
Adjusted gross margin: | |||||
Adjusted gross margin | 28,671 | 23,815 | 85,006 | 63,293 | |
Natural gas | |||||
Net sales [Abstract] | |||||
Revenue from contract with customer, excluding assessed tax | 58,428 | 65,708 | 188,355 | 185,374 | |
Natural gas | Operating Segments | |||||
Adjusted gross margin: | |||||
Adjusted gross margin | 5,055 | 2,568 | 43,003 | 41,158 | |
Materials handling | |||||
Net sales [Abstract] | |||||
Revenue from contract with customer, excluding assessed tax | 14,218 | 12,798 | 27,366 | 22,723 | |
Materials handling | Operating Segments | |||||
Adjusted gross margin: | |||||
Adjusted gross margin | 14,269 | 12,798 | 27,417 | 22,723 | |
Other operations | |||||
Net sales [Abstract] | |||||
Revenue from contract with customer, excluding assessed tax | 4,985 | 4,136 | 12,198 | 10,762 | |
Adjusted gross margin: | |||||
Adjusted gross margin | $ 1,675 | $ 1,530 | $ 3,781 | ||
Other operations | Operating Segments | |||||
Adjusted gross margin: | |||||
Adjusted gross margin | $ 3,903 |
Financial Instruments and Off43
Financial Instruments and Off-Balance Sheet Risk - Summary of Financial Assets and Financial Liabilities of Partnership Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Quoted Prices in Active Markets Level 1 | ||
Derivative assets: | ||
Financial assets | $ 36,612 | $ 100,613 |
Derivative liabilities: | ||
Financial liabilities | 25,648 | 103,654 |
Contingent consideration | 0 | 0 |
Quoted Prices in Active Markets Level 1 | Commodity fixed forwards | ||
Derivative assets: | ||
Financial assets | 0 | 0 |
Derivative liabilities: | ||
Financial liabilities | 0 | 0 |
Quoted Prices in Active Markets Level 1 | Commodity swaps and options | ||
Derivative assets: | ||
Financial assets | 36,612 | 100,613 |
Derivative liabilities: | ||
Financial liabilities | 25,641 | 103,654 |
Quoted Prices in Active Markets Level 1 | Commodity derivatives | ||
Derivative assets: | ||
Financial assets | 36,612 | 100,613 |
Derivative liabilities: | ||
Financial liabilities | 25,648 | 103,654 |
Quoted Prices in Active Markets Level 1 | Interest rate swaps | ||
Derivative assets: | ||
Financial assets | 0 | 0 |
Derivative liabilities: | ||
Financial liabilities | 0 | 0 |
Quoted Prices in Active Markets Level 1 | Commodity exchange contracts | ||
Derivative liabilities: | ||
Financial liabilities | 7 | |
Quoted Prices in Active Markets Level 1 | Other liabilities | ||
Derivative liabilities: | ||
Financial liabilities | 0 | |
Significant Other Observable Inputs Level 2 | ||
Derivative assets: | ||
Financial assets | 23,741 | 14,134 |
Derivative liabilities: | ||
Financial liabilities | 23,011 | 61,374 |
Contingent consideration | 0 | 0 |
Significant Other Observable Inputs Level 2 | Commodity fixed forwards | ||
Derivative assets: | ||
Financial assets | 18,426 | 11,502 |
Derivative liabilities: | ||
Financial liabilities | 22,692 | 61,195 |
Significant Other Observable Inputs Level 2 | Commodity swaps and options | ||
Derivative assets: | ||
Financial assets | 4 | 17 |
Derivative liabilities: | ||
Financial liabilities | 17 | 173 |
Significant Other Observable Inputs Level 2 | Commodity derivatives | ||
Derivative assets: | ||
Financial assets | 18,430 | 11,519 |
Derivative liabilities: | ||
Financial liabilities | 22,709 | 61,368 |
Significant Other Observable Inputs Level 2 | Interest rate swaps | ||
Derivative assets: | ||
Financial assets | 5,311 | 2,615 |
Derivative liabilities: | ||
Financial liabilities | 250 | 6 |
Significant Other Observable Inputs Level 2 | Commodity exchange contracts | ||
Derivative liabilities: | ||
Financial liabilities | 0 | |
Significant Other Observable Inputs Level 2 | Other liabilities | ||
Derivative liabilities: | ||
Financial liabilities | 52 | |
Significant Unobservable Inputs Level 3 | ||
Derivative assets: | ||
Financial assets | 0 | 0 |
Derivative liabilities: | ||
Financial liabilities | 0 | 0 |
Contingent consideration | 10,069 | 9,725 |
Significant Unobservable Inputs Level 3 | Commodity fixed forwards | ||
Derivative assets: | ||
Financial assets | 0 | 0 |
Derivative liabilities: | ||
Financial liabilities | 0 | 0 |
Significant Unobservable Inputs Level 3 | Commodity swaps and options | ||
Derivative assets: | ||
Financial assets | 0 | 0 |
Derivative liabilities: | ||
Financial liabilities | 0 | 0 |
Significant Unobservable Inputs Level 3 | Commodity derivatives | ||
Derivative assets: | ||
Financial assets | 0 | 0 |
Derivative liabilities: | ||
Financial liabilities | 0 | 0 |
Significant Unobservable Inputs Level 3 | Interest rate swaps | ||
Derivative assets: | ||
Financial assets | 0 | 0 |
Derivative liabilities: | ||
Financial liabilities | 0 | 0 |
Significant Unobservable Inputs Level 3 | Commodity exchange contracts | ||
Derivative liabilities: | ||
Financial liabilities | 0 | |
Significant Unobservable Inputs Level 3 | Other liabilities | ||
Derivative liabilities: | ||
Financial liabilities | 0 | |
Fair Value Measurement | ||
Derivative assets: | ||
Financial assets | 60,353 | 114,747 |
Derivative liabilities: | ||
Financial liabilities | 48,659 | 165,028 |
Contingent consideration | 10,069 | 9,725 |
Fair Value Measurement | Commodity fixed forwards | ||
Derivative assets: | ||
Financial assets | 18,426 | 11,502 |
Derivative liabilities: | ||
Financial liabilities | 22,692 | 61,195 |
Fair Value Measurement | Commodity swaps and options | ||
Derivative assets: | ||
Financial assets | 36,616 | 100,630 |
Derivative liabilities: | ||
Financial liabilities | 25,658 | 103,827 |
Fair Value Measurement | Commodity derivatives | ||
Derivative assets: | ||
Financial assets | 55,042 | 112,132 |
Derivative liabilities: | ||
Financial liabilities | 48,357 | 165,022 |
Fair Value Measurement | Interest rate swaps | ||
Derivative assets: | ||
Financial assets | 5,311 | 2,615 |
Derivative liabilities: | ||
Financial liabilities | 250 | $ 6 |
Fair Value Measurement | Commodity exchange contracts | ||
Derivative liabilities: | ||
Financial liabilities | 7 | |
Fair Value Measurement | Other liabilities | ||
Derivative liabilities: | ||
Financial liabilities | $ 52 |
Financial Instruments and Off44
Financial Instruments and Off-Balance Sheet Risk - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Oct. 01, 2017USD ($) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Net fair value of financial instruments | $ 33,600 | ||||
Interest rate swaps | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Gain (loss) on cash flow hedge ineffectiveness, net | $ 0 | 0 | $ 0 | ||
Unrealized gains, net of tax, expected to be reclassified to earnings | 1,900 | 1,900 | |||
Coen Energy, LLC And Coen Transport, LLC | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Business combination, contingent consideration arrangements, range of outcomes, value, high | $ 12,000 | ||||
Business combination, contingent consideration, liability | $ 12,000 | ||||
Fair Value Measurement | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Business combination, contingent consideration, liability | $ 10,069 | $ 10,069 | $ 9,725 | ||
Measurement Input, Discount Rate | Business Combination, Contingent Consideration | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Debt instrument, measurement input | 0.070 | 0.070 |
Financial Instruments and Off45
Financial Instruments and Off-Balance Sheet Risk - Summary of Offsetting Arrangements (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gross Amount of Recognized Assets | $ 60,353 | $ 114,747 |
Financial Instruments, Assets | (26,797) | (86,493) |
Cash Collateral Posted, Assets | 0 | (4,303) |
Net Amount, Assets | 33,556 | 23,951 |
Gross Amount of Recognized Liabilities | (48,659) | (165,028) |
Financial Instruments, Liabilities | 26,797 | 86,493 |
Cash Collateral Posted, Liabilities | 6,685 | 20,975 |
Net Amount, Liabilities | (15,177) | (57,560) |
Commodity derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gross Amount of Recognized Assets | 55,042 | 112,132 |
Financial Instruments, Assets | (26,797) | (86,493) |
Cash Collateral Posted, Assets | 0 | (4,303) |
Net Amount, Assets | 28,245 | 21,336 |
Gross Amount of Recognized Liabilities | (48,357) | (165,022) |
Financial Instruments, Liabilities | 26,797 | 86,493 |
Cash Collateral Posted, Liabilities | 6,685 | 20,975 |
Net Amount, Liabilities | (14,875) | (57,554) |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gross Amount of Recognized Assets | 5,311 | 2,615 |
Financial Instruments, Assets | 0 | 0 |
Cash Collateral Posted, Assets | 0 | 0 |
Net Amount, Assets | 5,311 | 2,615 |
Gross Amount of Recognized Liabilities | (250) | (6) |
Financial Instruments, Liabilities | 0 | 0 |
Cash Collateral Posted, Liabilities | 0 | 0 |
Net Amount, Liabilities | (250) | $ (6) |
Other liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gross Amount of Recognized Liabilities | (52) | |
Financial Instruments, Liabilities | 0 | |
Cash Collateral Posted, Liabilities | 0 | |
Net Amount, Liabilities | $ (52) |
Financial Instruments and Off46
Financial Instruments and Off-Balance Sheet Risk - Summary of Realized and Unrealized Gains (Losses) on Derivative Instruments for Commodity Risk Management (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Realized and unrealized gains (losses) on derivative instruments | $ (5,059) | $ 10,945 | $ 6,016 | $ 59,676 |
Refined products contracts | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Realized and unrealized gains (losses) on derivative instruments | (1,227) | 11,351 | 8,976 | 44,918 |
Natural gas contracts | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Realized and unrealized gains (losses) on derivative instruments | $ (3,832) | $ (406) | $ (2,960) | $ 14,758 |
Financial Instruments and Off47
Financial Instruments and Off-Balance Sheet Risk - Schedule of Gross Volume of Commodity Derivative Instruments Outstanding (Detail) bbl in Thousands, MMBTU in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018USD ($)MMBTUbbl | Dec. 31, 2017MMBTUbbl | |
Long | Refined products contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross volume, refined products (in barrels) | bbl | 4,469 | 9,255 |
Long | Natural gas contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross volume, natural gas (in millions of BTUs) | MMBTU | 121,484 | 133,532 |
Short | Refined products contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross volume, refined products (in barrels) | bbl | 6,444 | 13,487 |
Short | Natural gas contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross volume, natural gas (in millions of BTUs) | MMBTU | 67,723 | 72,074 |
Cash Flow Hedging | Interest Rate Swaps Ending January 2019 | Designated as Hedging Instrument | ||
Investment Derivative, Notional Amount [Abstract] | ||
Notional amount of interest rate swap agreements | $ 275,000,000 | |
Cash Flow Hedging | Interest Rate Swaps Ending January 2020 | Designated as Hedging Instrument | ||
Investment Derivative, Notional Amount [Abstract] | ||
Notional amount of interest rate swap agreements | 300,000,000 | |
Cash Flow Hedging | Interest Rate Swaps Ending January 2021 | Designated as Hedging Instrument | ||
Investment Derivative, Notional Amount [Abstract] | ||
Notional amount of interest rate swap agreements | 300,000,000 | |
Cash Flow Hedging | Interest Rate Swaps Ending January 2022 | Designated as Hedging Instrument | ||
Investment Derivative, Notional Amount [Abstract] | ||
Notional amount of interest rate swap agreements | 300,000,000 | |
Cash Flow Hedging | Interest Rate Swaps Ending January 2023 | Designated as Hedging Instrument | ||
Investment Derivative, Notional Amount [Abstract] | ||
Notional amount of interest rate swap agreements | $ 250,000,000 |
Financial Instruments and Off48
Financial Instruments and Off-Balance Sheet Risk - Level 3 Liabilities Reconciliation (Details) - Business Combination, Contingent Consideration - Fair Value, Inputs, Level 3 $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Contingent consideration - December 31, 2017 | $ 9,725 |
Change in estimated fair value | 344 |
Contingent consideration - June 30, 2018 | $ 10,069 |
Commitments and Contingencies -
Commitments and Contingencies - Commitments and Contingencies - Narrative (Details) $ in Millions | Jun. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Import tax, penalty, and interest | $ 3 |
Equity and Equity-Based Compe50
Equity and Equity-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Jan. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unit-based compensation recorded in unitholders' equity | $ 244 | $ 1,932 | |||||
Unit-based compensation | $ 244 | $ 2,274 | |||||
Phantom Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Unit-based compensation recorded in unitholders' equity | $ (600) | $ 1,000 | $ 200 | $ 1,900 | |||
Unrecognized compensation cost related to performance-based phantom unit awards | $ 5,400 | $ 5,400 | |||||
Phantom Units (OCF-based) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Minimum | Phantom Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage range of units granted | 0.00% | ||||||
Minimum | Phantom Units (OCF-based) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage range of units granted | 0.00% | ||||||
Maximum | Phantom Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage range of units granted | 200.00% | ||||||
Maximum | Phantom Units (OCF-based) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage range of units granted | 200.00% | ||||||
Weighted Average | Phantom Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost recognition term | 17 months | ||||||
Common Unitholders - Public | Phantom Share Units (PSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage range of units granted | 195.50% | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period | 271,748 | 174,397 | 89,315 | ||||
Unit-based compensation | $ 7,000 | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period, withheld for taxes | 97,351 |
Equity and Equity-Based Compe51
Equity and Equity-Based Compensation - Summary of Partnership's Unit Awards Subject to Vesting (Detail) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
2,018 | |
Units | |
Nonvested, beginning (in shares) | shares | 0 |
Granted (in shares) | shares | 143,981 |
Forfeited (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Nonvested, ending (in shares) | shares | 143,981 |
Weighted Average Grant Date Fair Value (per unit) | |
Weighted-average grant date fair value, nonvested units, beginning (in dollars per share) | $ / shares | $ 0 |
Weighted-average grant date fair value, granted units (in dollars per share) | $ / shares | 23.30 |
Weighted-average grant date fair value, forfeited units (in dollars per share) | $ / shares | 0 |
Weighted-average grant date fair value, vested (in dollars per share) | $ / shares | 0 |
Weighted-average grant date fair value, nonvested units, ending (in dollars per share) | $ / shares | $ 23.30 |
2,017 | |
Units | |
Nonvested, beginning (in shares) | shares | 131,000 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Nonvested, ending (in shares) | shares | 131,000 |
Weighted Average Grant Date Fair Value (per unit) | |
Weighted-average grant date fair value, nonvested units, beginning (in dollars per share) | $ / shares | $ 26.62 |
Weighted-average grant date fair value, granted units (in dollars per share) | $ / shares | 0 |
Weighted-average grant date fair value, forfeited units (in dollars per share) | $ / shares | 0 |
Weighted-average grant date fair value, vested (in dollars per share) | $ / shares | 0 |
Weighted-average grant date fair value, nonvested units, ending (in dollars per share) | $ / shares | $ 26.62 |
2,016 | |
Units | |
Nonvested, beginning (in shares) | shares | 163,900 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Nonvested, ending (in shares) | shares | 163,900 |
Weighted Average Grant Date Fair Value (per unit) | |
Weighted-average grant date fair value, nonvested units, beginning (in dollars per share) | $ / shares | $ 17.52 |
Weighted-average grant date fair value, granted units (in dollars per share) | $ / shares | 0 |
Weighted-average grant date fair value, forfeited units (in dollars per share) | $ / shares | 0 |
Weighted-average grant date fair value, vested (in dollars per share) | $ / shares | 0 |
Weighted-average grant date fair value, nonvested units, ending (in dollars per share) | $ / shares | $ 17.52 |
Equity and Equity-Based Compe52
Equity and Equity-Based Compensation - Schedule of Changes in Partnership's Units (Detail) - shares | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jan. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Common Unitholders - Public | |||
Share-based Compensation Arrangement by Share-based Payment Award [Roll Forward] | |||
Beginning balance (in shares) | 10,446,539 | 10,446,539 | 9,207,473 |
Ending balance (in shares) | 10,620,936 | 10,446,539 | |
Common Unitholders - Public | Employee Bonus | |||
Share-based Compensation Arrangement by Share-based Payment Award [Roll Forward] | |||
Units issued (in shares) | 8,840 | ||
Common Unitholders - Public | Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Roll Forward] | |||
Units issued (in shares) | 9,360 | ||
Common Unitholders - Public | Phantom Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Roll Forward] | |||
Units issued (in shares) | 271,748 | 174,397 | 89,315 |
Common Unitholders - Affiliated | |||
Share-based Compensation Arrangement by Share-based Payment Award [Roll Forward] | |||
Beginning balance (in shares) | 12,106,348 | 12,106,348 | 2,034,378 |
Partners' capital account, units, converted (in shares) | 10,071,970 | ||
Ending balance (in shares) | 12,106,348 | 12,106,348 | |
Common Unitholders - Affiliated | Phantom Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Roll Forward] | |||
Units issued (in shares) | 0 | ||
Subordinated Unitholders - Affiliated | |||
Share-based Compensation Arrangement by Share-based Payment Award [Roll Forward] | |||
Beginning balance (in shares) | 10,071,970 | ||
Partners' capital account, units, converted (in shares) | (10,071,970) | ||
Carbo Industries | Common Unitholders - Public | |||
Share-based Compensation Arrangement by Share-based Payment Award [Roll Forward] | |||
Units issued (in shares) | 1,131,551 |
Earnings Per Unit - Summary of
Earnings Per Unit - Summary of Weighted Average Common Units Outstanding (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Weighted average limited partner common units - basic (in shares) | 22,727,284 | 22,319,704 | 22,726,320 | 21,864,875 |
Dilutive effect of unvested restricted and phantom units, in shares | 0 | 0 | 58,016 | 335,195 |
Weighted average limited partner common units - dilutive (in shares) | 22,727,284 | 22,319,704 | 22,784,336 | 22,200,070 |
Partnership Distributions - Sch
Partnership Distributions - Schedule of Incentive Distribution Amounts (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 26, 2018 | May 18, 2018 | Feb. 12, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |||||||
Cash distributed (in dollars per share) | $ 0.6525 | $ 0.6375 | |||||
Cash distributed | $ 16,544 | $ 17,622 | |||||
Distribution declared per unit (in dollars per share) | $ 0.6675 | $ 0.6075 | $ 1.32 | $ 1.2 | |||
Common | |||||||
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |||||||
Cash distributed | 14,830 | 14,489 | |||||
IDR | |||||||
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |||||||
Cash distributed | 1,714 | 1,373 | |||||
DER | |||||||
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |||||||
Cash distributed | $ 0 | $ 1,760 | |||||
Subsequent event | |||||||
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |||||||
Distribution declared per unit (in dollars per share) | $ 0.6675 | ||||||
Distribution made to limited partner, cash distributions declared | $ 17,200 | ||||||
IDR | Subsequent event | |||||||
Incentive Distribution Made to Managing Member or General Partner [Line Items] | |||||||
Distribution made to limited partner, cash distributions declared | $ 2,100 |