Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 08, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SRLP | ||
Entity Registrant Name | Sprague Resources LP | ||
Entity Central Index Key | 0001525287 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 257 | ||
Entity Common Stock, Shares Outstanding | 22,733,977 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 7,530 | $ 6,815 |
Accounts receivable, net | 269,908 | 316,613 |
Inventories | 259,568 | 335,859 |
Fair value of derivative assets | 153,438 | 107,254 |
Other current assets | 8,888 | 39,946 |
Total current assets | 699,332 | 806,487 |
Fair value of derivative assets long-term | 12,344 | 7,493 |
Property, plant, and equipment, net | 349,846 | 350,059 |
Intangibles, net | 59,987 | 71,891 |
Other assets, net | 8,694 | 12,018 |
Goodwill | 115,037 | 115,037 |
Total assets | 1,245,240 | 1,362,985 |
Current liabilities: | ||
Accounts payable | 197,995 | 205,105 |
Accrued liabilities | 65,959 | 49,038 |
Fair value of derivative liabilities | 90,151 | 156,763 |
Due to General Partner | 7,688 | 11,228 |
Current portion of working capital facilities | 154,318 | 275,613 |
Current portion of other obligations | 7,044 | 6,476 |
Total current liabilities | 523,155 | 704,223 |
Commitments and contingencies | ||
Working capital - less current portion / acquisition facilities | 506,780 | 449,737 |
Fair value of derivative liabilities long-term | 12,015 | 8,265 |
Other obligations, less current portion | 46,455 | 49,625 |
Due to General Partner | 2,093 | 1,678 |
Deferred income taxes | 17,766 | 17,623 |
Total liabilities | 1,108,264 | 1,231,151 |
Unitholders’ equity: | ||
Accumulated other comprehensive loss, net of tax | (11,522) | (8,870) |
Total unitholders’ equity | 136,976 | 131,834 |
Total liabilities and unitholders’ equity | 1,245,240 | 1,362,985 |
Common Unitholders - Public | ||
Unitholders’ equity: | ||
Unitholders’ value | 196,680 | 193,977 |
Common Unitholders - Affiliated | ||
Unitholders’ equity: | ||
Unitholders’ value | (48,182) | (53,273) |
Working capital facilities | ||
Current liabilities: | ||
Working capital - less current portion / acquisition facilities | 130,680 | 66,237 |
Acquisition facility | ||
Current liabilities: | ||
Working capital - less current portion / acquisition facilities | $ 376,100 | $ 383,500 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Common Unitholders - Public | ||
Units, issued (in shares) | 10,627,629 | 10,446,539 |
Units, outstanding (in shares) | 10,627,629 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net sales | $ 3,771,133 | $ 2,854,996 | $ 2,389,998 |
Cost of products sold (exclusive of depreciation and amortization) | 3,445,385 | 2,602,788 | 2,179,089 |
Operating expenses | 88,659 | 72,284 | 65,882 |
Selling, general and administrative | 80,799 | 87,582 | 84,257 |
Depreciation and amortization | 33,378 | 28,125 | 21,237 |
Total operating costs and expenses | 3,648,221 | 2,790,779 | 2,350,465 |
Operating income | 122,912 | 64,217 | 39,533 |
Other income (expense) | 293 | 108 | (114) |
Interest income | 577 | 339 | 388 |
Interest expense | (38,931) | (31,345) | (27,533) |
Income before income taxes | 84,851 | 33,319 | 12,274 |
Income tax provision | (5,032) | (3,822) | (2,108) |
Net income | 79,819 | 29,497 | 10,166 |
Incentive distributions declared | (7,879) | (3,993) | (1,742) |
Limited partners’ interest in net income | $ 71,940 | $ 25,504 | $ 8,424 |
Net income per limited partner unit: | |||
Common—basic (in dollars per share) | $ 3.17 | $ 1.15 | $ 0.40 |
Common—diluted (in dollars per share) | $ 3.16 | $ 1.13 | $ 0.38 |
Weighted average units used to compute net income per limited partner unit: | |||
Common—basic (in shares) | 22,728,218 | 22,208,964 | 11,202,427 |
Common—diluted (in shares) | 22,737,404 | 22,474,872 | 11,560,617 |
Distribution declared per common and subordinated units (in dollars per share) | $ 2.66 | $ 2.46 | $ 2.22 |
Subordinated Unitholders - Affiliated | |||
Net income | $ 3,988 | ||
Net income per limited partner unit: | |||
Common—basic (in dollars per share) | $ 0.40 | ||
Common—diluted (in dollars per share) | 0.40 | ||
Subordinated—basic and diluted (in dollars per share) | $ 0.40 | ||
Weighted average units used to compute net income per limited partner unit: | |||
Subordinated—basic and diluted (in shares) | 10,071,970 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 79,819 | $ 29,497 | $ 10,166 |
Unrealized gain (loss) on interest rate swaps | |||
Net income (loss) arising in the period | (253) | 1,884 | 223 |
Reclassification adjustment related to (gains) losses realized in income | (2,179) | (173) | 1,519 |
Net change in unrealized loss (gain) on interest rate swaps | (2,432) | 1,711 | 1,742 |
Tax effect | 20 | (14) | (25) |
Unrealized gain (loss) on interest rate swaps, Total | (2,412) | 1,697 | 1,717 |
Foreign currency translation adjustment | (240) | 216 | (861) |
Other comprehensive (loss) income | (2,652) | 1,913 | 856 |
Comprehensive income | $ 77,167 | $ 31,410 | $ 11,022 |
Consolidated Statements of Unit
Consolidated Statements of Unitholders' Equity - USD ($) $ in Thousands | Total | Common- Public | Common- Sprague Holdings | Subordinated Sprague Holdings | Incentive Distribution Rights | Accumulated Other Comprehensive Loss |
Beginning balance at Dec. 31, 2015 | $ 157,485 | $ 189,483 | $ (1,370) | $ (18,989) | $ 0 | $ (11,639) |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Net income | 10,166 | 3,815 | 847 | 4,192 | 1,312 | |
Other comprehensive income (loss) | 856 | 856 | ||||
Unit-based compensation | 4,224 | 1,820 | 404 | 2,000 | ||
Distributions paid | (47,503) | (19,894) | 4,419 | (21,878) | (1,312) | |
Common units issued with annual bonus | 4,079 | 1,748 | 392 | 1,939 | ||
Units withheld for employee tax obligations | (3,870) | (1,658) | (372) | (1,840) | ||
Ending balance at Dec. 31, 2016 | 125,437 | 175,314 | (4,518) | (34,576) | 0 | (10,783) |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Net income | 29,497 | 11,955 | 14,324 | 0 | 3,218 | |
Conversion of subordinated units to common units | 0 | (40,393) | 40,393 | |||
Other comprehensive income (loss) | 1,913 | 1,913 | ||||
Unit-based compensation | 2,274 | 1,034 | 1,240 | 0 | ||
Distributions paid | (57,472) | (25,198) | (23,239) | (5,817) | (3,218) | |
Common units issued for acquisitions | 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 income | 79,819 | 33,940 | 38,683 | 7,196 | ||
Other comprehensive income (loss) | (2,652) | (2,652) | ||||
Unit-based compensation | (896) | (419) | (477) | |||
Distributions paid | (68,621) | (29,646) | (31,779) | (7,196) | ||
Units withheld for employee tax obligations | (2,508) | (1,172) | (1,336) | |||
Ending balance at Dec. 31, 2018 | $ 136,976 | $ 196,680 | $ (48,182) | $ 0 | $ 0 | $ (11,522) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | |||
Net income | $ 79,819 | $ 29,497 | $ 10,166 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization (includes amortization of deferred debt issue costs) | 36,930 | 33,361 | 25,211 |
(Gain) loss on sale of assets and insurance recoveries | (268) | (231) | 189 |
Changes in fair value of contingent consideration | 677 | 168 | 0 |
Provision for doubtful accounts | 1,598 | (206) | 231 |
Non-cash unit-based compensation | (896) | 2,274 | 3,681 |
Other | 94 | 63 | 0 |
Deferred income taxes | 77 | 857 | 387 |
Changes in assets and liabilities: | |||
Accounts receivable | 44,975 | (94,454) | (61,541) |
Inventories | 76,291 | (12,247) | (77,235) |
Prepaid expenses and other assets | 31,058 | 4,253 | 17,051 |
Fair value of commodity derivative instruments | (116,329) | 24,812 | 165,108 |
Due to/from General Partner and affiliates | (3,124) | (2,580) | 759 |
Accounts payable, accrued liabilities and other | 8,077 | 71,475 | 47,737 |
Net cash provided by operating activities | 158,979 | 57,042 | 131,744 |
Cash flows from investing activities | |||
Purchases of property, plant and equipment | (17,249) | (46,955) | (15,986) |
Proceeds from property insurance settlements and sale of assets | 394 | 1,003 | 154 |
Business acquisitions | 0 | (107,317) | (29,065) |
Net cash used in investing activities | (16,855) | (153,269) | (44,897) |
Cash flows from financing activities | |||
Net (payments) borrowings under credit agreements | (63,787) | 169,248 | (59,910) |
Payments on capital leases, term debt and other obligations | (6,136) | (5,030) | (1,763) |
Debt issue costs | (263) | (4,873) | (2,089) |
Distributions to unitholders | (68,621) | (57,472) | (47,503) |
Foreign exchange on capital lease obligations | 0 | 0 | 6 |
Repurchased units withheld for employee tax obligations | (2,508) | (1,587) | (3,870) |
Net cash (used in) provided by financing activities | (141,315) | 100,286 | (115,129) |
Effect of exchange rate changes on cash balances held in foreign currencies | (94) | 74 | (10) |
Net change in cash and cash equivalents | 715 | 4,133 | (28,292) |
Cash and cash equivalents, beginning of period | 6,815 | 2,682 | 30,974 |
Cash and cash equivalents, end of period | 7,530 | 6,815 | 2,682 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 35,174 | 25,781 | 24,231 |
Cash paid for taxes | 4,139 | 1,689 | 789 |
Non-cash consideration related to acquisitions: | |||
Common units issued - Carbo | 0 | 31,401 | 0 |
Deferred consideration - Carbo | 0 | 27,284 | 0 |
Contingent consideration - Coen | 0 | 9,557 | 0 |
Assets acquired under capital lease obligations | $ 4,449 | $ 1,110 | $ 1,384 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | 1. 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; 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, and 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, including asphalt, clay slurry, salt, gypsum, crude oil, residual fuel oil, coal, petroleum coke, caustic soda, tallow, pulp and heavy equipment. • The other operations segment primarily includes the purchase and distribution of coal and certain commercial trucking activities See Note 2 - Revenue for a description of the Partnership's revenue activities within these business segments. As of December 31, 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 Note 21 - Earnings per Unit and Note 23 - Partnership Distributions. 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 could 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. Services Agreement The Partnership, the General Partner and Sprague Holdings operate under a services agreement (the “Services Agreement”) pursuant to which the General Partner provides certain general and administrative and operational services to the Partnership and Sprague Holdings, and the Partnership and Sprague Holdings reimburse the General Partner for all costs and expenses incurred in connection with providing such services to the Partnership and Sprague Holdings. The Services Agreement does not limit the amount that may be reimbursed or paid by the Partnership to the General Partner. The initial term of the Services Agreement expired on October 30, 2018 and automatically renewed at the end of the initial term for successive one-year terms until terminated in accordance with the terms thereof. The Services Agreement does not limit the ability of the officers and employees of the General Partner to provide services to other affiliates of Sprague Holdings or unaffiliated third parties. See Note 13 - Related Party Transactions. As of December 31, 2018 , the General Partner employed approximately 800 full-time employees who support the Partnership’s operations, 60 of whom were covered by five collective bargaining agreements. One of these agreements, covering six employees is up for renewal in 2019. As of December 31, 2018 , the Partnership's Canadian subsidiary had 101 employees, 37 of whom were covered by one collective bargaining agreement which expires on March 18, 2021. Basis of Presentation The 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. Use of Estimates 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. Revenue Recognition and Cost of Products Sold 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. The provision for the allowance for doubtful accounts is included in cost of products sold (exclusive of depreciation and amortization). Estimated discounts are included in the transaction price of the contracts with customers as a reduction to net sales. Cash discounts were $7.7 million , $5.9 million and $3.7 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. 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 concurrently 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. Commodity Derivatives 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, on a limited basis, 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 and other current liabilities. 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 December 31, 2018 will settle prior to June 30, 2020. 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 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 December 31, 2018 or 2017 . Interest Rate Derivatives The Partnership manages its exposure to variable LIBOR borrowings by using interest rate swaps to convert a portion of its variable rate debt to fixed rates. These interest rate swaps are designated as cash flow hedges and the effective portion of changes in fair value of the swaps are included as a component of comprehensive income (loss) and accumulated other comprehensive income (loss), net of tax. Any ineffective portion of the changes in fair value of the swaps is recorded in interest expense. To designate a derivative as a cash flow hedge, the Partnership documents at inception the assessment that the derivative will be highly effective in offsetting expected changes in cash flows from the item hedged. The assessment, updated at least quarterly, is based on the most recent relevant historical correlation between the derivative and the item hedged. If during the term of the derivative, the hedge is found to be less than highly effective, hedge accounting is prospectively discontinued and the remaining gains and losses are reclassified to income in the current period. Market and Credit Risk The Partnership manages the risk fluctuations in the price and transportation costs of its commodities through the use of derivative instruments. The volatility of prices for energy commodities can be significantly influenced by market supply and demand, changes in seasonal demand, weather conditions, transportation availability, and federal and state regulations. The Partnership monitors and manages its exposure to market risk on a daily basis in accordance with approved policies. The Partnership has a number of financial instruments that are potentially at risk including cash and cash equivalents, receivables and derivative contracts. The Partnership’s primary exposure is credit risk related to its receivables and counterparty performance risk related to its derivative assets, which is the loss that may result from a customer’s or counterparty’s non-performance. The Partnership uses credit policies to control credit risk, including utilizing an established credit approval process, monitoring customer and counterparty limits, employing credit mitigation measures such as analyzing customer financial statements, and accepting personal guarantees and various forms of collateral. The Partnership believes that the counterparties to its derivative contracts will be able to satisfy their contractual obligations. Credit risk is limited by the large number of customers and counterparties comprising the Partnership’s business and their dispersion across different industries. The Partnership’s cash is in demand deposits placed with federally insured financial institutions. Such deposit accounts at times may exceed federally insured limits. The Partnership has not experienced any losses on such accounts. Fair Value Measurements The Partnership determines fair value based on 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 obligation. Long-Term Incentive Plan The General Partner adopted the Sprague Resources LP 2013 Long-Term Incentive Plan (the “LTIP”), for the benefit of employees, consultants and directors of the General Partner and its affiliates, who provide services to the General Partner or an affiliate. The LTIP provides the Partnership with the flexibility to grant unit options, restricted units, phantom units, unit appreciation rights, cash awards, distribution equivalent rights, substitute awards and other unit-based awards or any combination of the foregoing. The LTIP will expire upon the earlier of (i) its termination by the board of directors of the General Partner, (ii) the date common units are no longer available under the LTIP for grants or (iii) the tenth anniversary of the date the LTIP was approved by the General Partner. The board of directors of the General Partner grants performance-based phantom unit awards to key employees that vest over a period of time (usually 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. TUR-based Phantom Units Phantom unit awards granted through 2015 include a market condition criteria that considers the Partnership's total unitholder return ("TUR") over the three year vesting period, compared with the total unitholder return of a peer group of other master limited partnership energy companies over the same period. These awards are equity awards with both service and market-based conditions, which results in compensation cost being recognized over the requisite service period, provided that the requisite service period is fulfilled, regardless of when, if ever, the market based conditions are satisfied. The fair value of the TUR based phantom units was estimated at the date of grant based on a Monte Carlo model that estimates the most likely performance outcome based on the terms of the award. The key inputs in the model include the market price of the Partnership’s common units as of the valuation date, the historical volatility of the market price of the Partnership’s common units, the historical volatility of the market price of the common units or common stock of the peer companies and the correlation between changes in the market price of the Partnership’s common units and those of the peer companies. OCF-based Phantom Units Phantom unit awards granted since 2015 include a performance criteria that considers Sprague Holdings operating cash flow, as defined therein ("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 was 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 performance-based phantom unit awards include tandem distribution equivalent rights ("DERs") which entitle the participant to a cash payment only 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. Payments made in connection with DERs are recorded as a distribution in unitholders' equity. Earnings (Loss) Per Unit The Partnership computes income (loss) per unit using the two-class method. Net income (loss) attributable to common unitholders and subordinated unitholders for purposes of the basic income (loss) per unit computation was allocated between the common unitholders and subordinated unitholders by applying the provisions of the partnership agreement. Under the two-class method, any excess of distributions declared over net income (loss) was allocated to the partners based on their respective sharing of income specified in the partnership agreement. Net income (loss) per unit was determined by dividing the net income (loss) allocated to the common unitholders and the subordinated unitholders under the two-class method by the number of common units and subordinated units outstanding in the period. As previously noted, 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 discussed in Note 21 - Earnings Per Unit, there was no allocation between the common unitholders and subordinated unitholders for the year ended December 31, 2017 since all subordinated units outstanding were converted to common units on February 16, 2017, and the subordinated units did not share in any distribution of cash generated during 2017. Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments which are readily convertible into cash and have maturities of three months or less when purchased. Inventories The Partnership’s inventories are valued at the lower of cost or net realizable value. Cost is primarily determined using the first-in, first-out method, except for the Partnership's Canadian subsidiary, which used the weighted average method. Inventory consists of petroleum products, natural gas and coal. The Partnership uses derivative instruments, primarily futures, forwards and swaps, to economically hedge substantially all of its inventory. Property, Plant and Equipment, Net Property, plant and equipment, net are recorded at historical cost. Depreciation is computed on a straight-line basis over the following estimated useful lives: Furniture and fixtures 5 to 10 years Plant and machinery 5 to 30 years Building and leasehold improvements 10 to 25 years Leasehold improvements are amortized over the term of the lease or the estimated useful life of the improvement, whichever is shorter. Maintenance and repairs are charged to expense as incurred. Costs and related accumulated depreciation of properties sold or otherwise disposed of are removed from the respective accounts, and any resulting gains or losses are recorded at that time. Long-lived Asset Impairment The Partnership evaluates the carrying value of its property, plant and equipment and finite lived intangible assets for impairment when events or changes in circumstances indicate the carrying amount of an individual asset or asset group may not be recoverable based on estimated future undiscounted cash flows. Future cash flow projections include assumptions of future sales levels, the impact of controllable cost reduction programs, and the level of working capital needed to support each business. To the extent the carrying amount of the asset group is not recoverable based on undiscounted cash flows, the amount of impairment is measured by the difference between the carrying value and the fair value of the individual assets or asset group. Purchase Price Allocation The cost of an acquired entity is allocated to the assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. Property, plant and equipment and goodwill generally represent large components of these acquisitions. In addition to goodwill, intangible assets acquired generally include customer relationships and non-compete agreements. Goodwill is calculated as the excess of the cost of the acquired entity over the net of the fair value of the assets acquired and the liabilities assumed. For all material acquisitions the Partnership determines the fair value of the assets acquired and liabilities assumed, including goodwill, based on recognized business valuation methodologies. An income, market or cost valuation method may be utilized to estimate the fair value of the assets acquired or liabilities assumed. The income valuation method represents the present value of future cash flows over the life of the asset using: (i) discrete financial forecasts, based on management’s estimates of revenue and operating expenses; (ii) long-term growth rates; and (iii) appropriate discount rates. The market valuation method uses prices paid for a reasonably similar asset by other purchasers in the market, with adjustments relating to any differences between the assets. The cost valuation method is based on the replacement cost of a comparable asset at prices at the time of the acquisition reduced for depreciation of the asset. For contingent consideration arrangements, a liability is recognized at fair value as of the acquisition date with subsequent fair value adjustments recorded in operations. Additional information regarding the Partnership's contingent consideration arrangements may be found in Note 3 - Business Combinations, Note 14 - Other Obligations and Note 18 - Financial Instruments and Off-Balance Sheet Risk. Other assets acquired and liabilities assumed typically include, but are not limited to, inventory, accounts receivable, accounts payable and other working capital items. Because of their short-term nature, the fair values of these other assets and liabilities generally approximate the book values on the acquired entity’s balance sheet. Goodwill Goodwill is not amortized but tested for impairment at the reporting unit level, at least annually (as of October 31 each year ), by determining the fair value of the reporting unit and comparing it to its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired. If the carrying value of the reporting unit exceeds its fair value, the Partnership will determine if there is a potential impairment by comparing the implied fair value of goodwill with the carrying amount. If the implied fair value of goodwill is less than the carrying amount, an impairment loss would be reported. The Partnership assesses the fair value of its reporting units based on a discounted cash flow valuation model (Level 3 measurement). The key assumptions used are discount rates and growth rates, applied to cash flow projections. These assumptions contemplate business, market and overall economic conditions. After applying the discounted cash flow methods to measure the fair value of its reporting units, including the consideration of reasonably likely adverse changes in the rates and assumptions described above, the Partnership determined that there have been no goodwill impairments to date. In performing the discounted cash flow analysis, the Partnership also used a range of discount rate assumptions to evaluate the sensitivity on the fair values resulting from the discounted cash flow valuation. Intangibles, Net Intangibles, net consist of intangible assets with finite lives, primarily customer relationships and non-compete agreements. Intangibles and other assets are amortized over their respective estimated useful lives. The Partnership believes the sum-of-the-years’-digits method of amortization properly reflects the timing of the recognition of the economic benefits realized from its intangible assets. Income Taxes The Partnership is organized as a pass-through entity for U.S. federal income tax purposes. As a result, the partners are responsible for U.S. federal income taxes based on their respective share of taxable income. Net income (loss) for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax bases and financial reporting bases of assets and liabilities and the taxable income allocation requirements under the partnership agreement. The Partnership, however, is subject to a statutory requirement that non-qualifying income cannot exceed 10% of total gross income, determined on a calendar year basis under the applicable income tax provisions. If the amount of non-qualifying income exceeds this statutory limit, the Partnership would be taxed as a corporation. Accordingly, certain activities that generate non-qualifying income are conducted through Sprague Energy Solutions, Inc., a taxable corporate subsidiary. Sprague Energy Solutions, Inc. is subject to U.S. federal and state income tax and pays any income taxes related to the results of its operations. For the year ended December 31, 2018 , the Partnership’s non-qualifying income did not exceed the statutory limit. The Partnership is subject to income tax and franchise tax in certain domestic state and local as well as foreign jurisdictions. Income taxes ( e.g ., deferred tax assets, deferred tax liabilities, taxes currently payable and tax expense) are recorded based on amounts refundable or payable in the current year and include the impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. Deferred taxes are measured by applying currently enacted tax rates. The Partnership establishes a valuation allowance for deferred tax assets when it is more likely than not that these assets will not be realized. The Partnership's Canadian operations are conducted within entities that are treated as corporations for Canadian tax purposes and are subject to Canadian federal and provincial taxes. Additionally, payments of dividends from the Partnership's Canadian entities to other Sprague entities are subject to Canadian withholding tax that is treated as income tax expense. The partnership's foreign subsidiaries record investment tax credits under the deferral method. The Partnership recognizes the financial statement effect of an uncertain tax position only when management believes that it is more likely than not, that based on the technical merits, the position will be sustained upon examination. The Partnership classifies interest and penalties associated with uncertain tax positions as income tax expense. During the years ended December 31, 2018 , 2017 and 2016 , the interest and penalties recognized by the Partnership were immaterial. The Partnership and its subsidiaries tax returns are subject to examination by the Internal Revenue Service and by the Canada Revenue Agency for the years ended December 31, 2017 , 2016 and 2015 . On December 22, 2017, the President signed into law Public Law No. 115-97, a comprehensive tax reform bill commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) that makes significant changes to the U.S. Internal Revenue Code. Among other changes, the Tax Act includes a new deduction on certain pass-through income, a repeal of the partnership |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 2. Revenue 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 and gasoline (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. Rather, 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 primarily includes the purchase and distribution of coal and certain commercial trucking activities. 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: Years Ended December 31 2018 2017 2016 Net sales: Refined products Distillates $ 2,686,833 $ 1,873,782 $ 1,471,912 Gasoline 320,168 280,891 270,243 Heavy fuel oil and asphalt 350,768 300,904 246,442 Total refined products $ 3,357,769 $ 2,455,577 $ 1,988,597 Natural gas 332,038 331,669 334,003 Materials handling 57,509 46,513 45,734 Other operations 23,817 21,237 21,664 Net sales $ 3,771,133 $ 2,854,996 $ 2,389,998 Net sales by Country: United States $ 3,480,744 $ 2,589,293 $ 2,193,566 Canada 290,389 265,703 196,432 Net sales $ 3,771,133 $ 2,854,996 $ 2,389,998 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 and amounted to $9.8 million and $8.2 million as of December 31, 2018 and December 31, 2017 , respectively. A substantial portion of the contract liabilities as of December 31, 2017 remains outstanding as of December 31, 2018 as they are primarily deposits. The Partnership does not have any material contract assets as of December 31, 2018 or December 31, 2017 . |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations The Partnership completed five business acquisitions during the year ended December 31, 2017 and one business acquisition during the year ended December 31, 2016, 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. The Partnership recognized $3.0 million and $0.1 million of acquisition costs during the year ended December 31, 2017 and 2016, 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 cash consideration was $35.3 million , not including the purchase of inventory and other adjustments, which was financed with borrowings under the Credit Agreement (see Note 12 - Credit Agreement). Contingent consideration of up to $12 million is payable based on achieving certain economic performance measures during the three year period ending September 30, 2020. The Partnership estimated the fair value of the contingent consideration to be $9.6 million as of the date of the acquisition resulting in total consideration of $44.9 million . See Note 18 - Financial Instruments and Off-Balance Sheet Risk, for additional information regarding the Partnership’s contingent consideration obligation. The operations of Coen Energy 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 $ 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’s reputation in it's 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 assets and other 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 $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 LEB’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. Following is the unaudited pro forma consolidated net sales and net income as if the businesses acquired during the year ended December 31, 2017 had been included in the consolidated results of the Partnership for the twelve months ended December 31, 2017 and 2016: Years Ended December 31, 2017 2016 Net sales $ 2,957,205 $ 2,590,663 Net income 29,431 4,216 Limited partners’ interest in net income 25,438 2,474 Net income per limited partner common unit-basic 1.15 0.12 Net income per limited partner common unit-diluted 1.13 0.11 These amounts have been calculated after applying the Partnership’s accounting policies and adjusting the results of the acquired businesses to reflect the depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on January 1, 2016, together with an adjustment to reflect taxes as a pass-through entity for U.S. federal income tax purposes. The net sales and net income (loss) of the acquired businesses included in the Partnership’s consolidated operating results from their respective acquisition dates, through the year ended December 31, 2017 were $142.8 million and $(10.3) million , respectively. Year Ended December 31, 2016 Natural Gas Business of Santa Buckley Energy, Inc. On February 1, 2016 , the Partnership purchased the natural gas business of Santa Buckley Energy, Inc. (“SBE”) for $17.5 million , not including the purchase of natural gas inventory, utility security deposits, and other adjustments. Total consideration at closing was $29.1 million . SBE markets natural gas to commercial, industrial and municipal consumers in the Northeast United States. The acquisition was accounted for as a business combination and was financed with borrowings under the Partnership’s credit facility. The operations of SBE 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: Derivative assets $ 22,678 Other current assets and prepaids 2,168 Intangibles and other 6,539 Natural gas transportation assets 8,040 Total identifiable assets acquired 39,425 Accrued liabilities (219 ) Derivative liabilities (15,007 ) Natural gas transportation liabilities (2,396 ) Net identifiable assets acquired 21,803 Goodwill 7,262 Net assets acquired $ 29,065 The goodwill recognized is primarily attributable to SBE’s reputation in the Northeast United States 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 | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss, Net of Tax | 4. Accumulated Other Comprehensive Loss, Net of Tax Amounts included in accumulated other comprehensive loss, net of tax, consisted of the following: As of December 31, 2018 2017 Fair value of interest rate swaps, net of tax $ 176 $ 2,588 Cumulative foreign currency translation adjustment (11,698 ) (11,458 ) Accumulated other comprehensive loss, net of tax $ (11,522 ) $ (8,870 ) |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 5. Accounts Receivable, Net As of December 31, 2018 2017 Accounts receivable, trade $ 262,912 $ 310,800 Less allowance for doubtful accounts (2,066 ) (2,014 ) Net accounts receivable, trade 260,846 308,786 Accounts receivable, other 9,062 7,827 Accounts receivable, net $ 269,908 $ 316,613 Unbilled accounts receivable, included in accounts receivable, trade at December 31, 2018 and 2017 were $50.5 million and $81.6 million , respectively. Unbilled receivables relate primarily to the delivery and sale of natural gas to customers in the current month for which the right to bill exists. Such amounts generally are invoiced to the customer the following month when actual usage data becomes available. Accounts receivable, other consists primarily of product tax receivables. A reconciliation of the beginning and ending amount of allowance for doubtful accounts follows: Balance at Beginning of Period Charged to Expense Charged (to) from Another Account (Deductions) Balance at End of Period Balance, December 31, 2018: Allowance for doubtful accounts $ 2,014 $ 1,598 $ 8 $ (1,554 ) $ 2,066 Allowance for notes receivable 531 — (8 ) (215 ) 308 Total $ 2,545 $ 1,598 $ — $ (1,769 ) $ 2,374 Balance, December 31, 2017: Allowance for doubtful accounts $ 4,282 $ (207 ) $ 11 $ (2,072 ) $ 2,014 Allowance for notes receivable 641 — (11 ) (99 ) 531 Total $ 4,923 $ (207 ) $ — $ (2,171 ) $ 2,545 Balance, December 31, 2016: Allowance for doubtful accounts $ 4,139 $ 230 $ 20 $ (107 ) $ 4,282 Allowance for notes receivable 1,401 — (20 ) (740 ) 641 Total $ 5,540 $ 230 $ — $ (847 ) $ 4,923 Notes receivable, net of allowance, are generally long-term arrangements and were fully reserved as of December 31, 2018 and 2017 . |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories As of December 31, 2018 2017 Petroleum and related products $ 253,385 $ 329,712 Coal 2,566 3,712 Natural gas 3,617 2,435 Inventories $ 259,568 $ 335,859 Due to changing market conditions, the Partnership recorded a provision of $24.3 million , $0.4 million and $1.7 million as of December 31, 2018 , 2017 and 2016 , respectively, to write-down petroleum and related products, and natural gas inventory to its net realizable value. These charges are included in cost of products sold (exclusive of depreciation and amortization). |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | 7. Other Current Assets As of December 31, 2018 2017 Margin deposits with brokers $ 827 $ 29,321 Prepaid software & fees 5,627 7,200 Natural gas transportation — 1,056 Other 2,434 2,369 Other current assets $ 8,888 $ 39,946 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | 8. Property, Plant and Equipment, Net As of December 31, 2018 2017 Plant, machinery, furniture and fixtures $ 416,398 $ 401,092 Building and leasehold improvements 19,159 18,631 Land and land improvements 87,854 86,758 Construction in progress 9,308 6,580 Property, plant and equipment, gross 532,719 513,061 Less: accumulated depreciation (182,873 ) (163,002 ) Property, plant and equipment, net $ 349,846 $ 350,059 Depreciation expense for the years ended December 31, 2018 , 2017 and 2016 was $21.5 million , $18.3 million and $16.0 million , respectively. Property, plant and equipment include the following amounts under capital leases: As of December 31, 2018 2017 Plant, machinery, furniture and fixtures $ 21,231 $ 17,131 Building and leasehold improvements 962 962 Land and land improvements 251 251 Property, plant and equipment, gross 22,444 18,344 Less: accumulated amortization (9,849 ) (9,117 ) Property, plant and equipment, net $ 12,595 $ 9,227 Amortization expense on capital leased assets is included in depreciation expense and for the years ended December 31, 2018 , 2017 and 2016 was $1.5 million , $1.6 million and $1.5 million , respectively. |
Intangibles, Net
Intangibles, Net | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles, Net | 9. Intangibles, Net As of December 31, 2018 Remaining Useful Life (Years) Gross Accumulated Amortization Net Customer relationships 3 - 24 $ 80,919 $ 26,582 $ 54,337 Non-compete agreements 1 - 4 11,189 6,102 5,087 Other 1 - 4 2,544 1,981 563 Intangible assets, net $ 94,652 $ 34,665 $ 59,987 As of December 31, 2017 Remaining Useful Life (Years) Gross Accumulated Amortization Net Customer relationships 1 - 25 $ 84,219 $ 21,595 $ 62,624 Non-compete agreements 2 - 5 13,587 5,317 8,270 Other 1 - 5 2,500 1,503 997 Intangible assets, net $ 100,306 $ 28,415 $ 71,891 The Partnership recorded amortization expense related to intangible assets of $11.9 million , $9.8 million and $5.2 million during the years ended December 31, 2018 , 2017 and 2016 , respectively. The amortization of intangible assets is recorded in depreciation and amortization expense. Fully amortized intangible assets have been eliminated from both the gross and accumulated amortization amounts. During the year ended December 31, 2017 , the Partnership acquired intangible assets of $58.2 million (consisting of $47.9 million of customer relationships, $9.5 million of non-compete agreements and $0.8 million of other intangibles). See Note 3 - Business Combinations. The estimated future annual amortization expense of intangible assets for the years ending December 31, 2019 , 2020 , 2021 , 2022 and 2023 is $10.3 million , $8.7 million , $7.2 million , $5.8 million and $4.8 million , respectively. As acquisitions and dispositions occur in the future, these amounts may vary. |
Other Assets, Net
Other Assets, Net | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets, Net | 10. Other Assets, Net As of December 31, 2018 2017 Deferred debt issuance costs, net $ 8,335 $ 11,625 Natural gas transportation, long-term portion — 37 Other 359 356 Other assets, net $ 8,694 $ 12,018 Deferred Debt Issuance Costs The Partnership recorded amortization expense related to deferred debt issuance costs of $3.5 million , $5.2 million and $4.0 million during the years ended December 31, 2018 , 2017 and 2016 , respectively. The amortization expense for the year ended December 31, 2017 included a write-off of $1.6 million attributable to the refinancing and extension of the Credit Agreement. Deferred debt issuance costs are amortized over the life of the related debt on a straight-line basis and recorded in interest expense. Natural Gas Transportation Assets The Partnership records the fair value of natural gas transportation contracts acquired in business combinations. In 2017, the Partnership recorded an asset of $1.1 million and a liability of $0.6 million in connection with the Global Natural Gas & Power acquisition. In 2016, the Partnership recorded an asset of $8.0 million and a liability of $2.4 million in connection with the SBE acquisition. These assets and liabilities are amortized into cost of products sold (exclusive of depreciation and amortization) in the natural gas segment over the life of the underlying agreements. During the years ended December 31, 2018 , 2017 and 2016 , the Partnership recorded a charge to cost of products sold (exclusive of depreciation and amortization) of $0.5 million , $1.8 million and $6.5 million , respectively, which included $0.3 million and $1.6 million during the year ended December 31, 2017 and 2016, respectively, due to a decline in value as a result of decreasing natural gas spreads. Natural gas transportation assets and liabilities were fully amortized as of December 31, 2018 . |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 11. Accrued Liabilities As of December 31, 2018 2017 Margin deposits from brokers $ 28,529 $ — Customer prepayments and deposits 9,846 8,178 Accrued product taxes 9,830 9,783 Accrued product costs 6,310 11,517 Other 11,444 19,560 Other current liabilities $ 65,959 $ 49,038 |
Credit Agreement
Credit Agreement | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Credit Agreement | 12. Credit Agreement As of December 31, 2018 2017 Working capital facilities $ 284,998 $ 341,850 Acquisition facility 376,100 383,500 Total credit agreement 661,098 725,350 Less: current portion of working capital facilities (154,318 ) (275,613 ) Total long-term portion $ 506,780 $ 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 December 31, 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 the Partnership's borrowing base limits, to be used by the Partnership for working capital loans and letters of credit; • A multicurrency revolving working capital facility of up to $100.0 million , subject to Kildair's borrowing base limits, to be used for working capital loans and letters of credit, and • Revolving acquisition facility of up to $550.0 million , subject to the Partnership's 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. • Subject to certain conditions including the receipt of additional commitments from lenders, the U.S. dollar or revolving working capital facility may be increased by $250.0 million and the multicurrency revolving working capital facility by $220.0 million subject to a maximum 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 Base 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 higher of (a) the U.S. Prime Rate as in effect from time to time, (b) the greater of 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 December 31, 2018 and 2017 , had a borrowing base of $512.4 million and $623.2 million , respectively. As of December 31, 2018 and 2017 , outstanding letters of credit were $65.5 million and $72.3 million , respectively. As of December 31, 2018 , excess availability under the working capital facility was $161.9 million and excess availability under the acquisition facilities was $173.9 million . The weighted average interest rate was 5.3% and 4.2% at December 31, 2018 and 2017 , respectively. No amounts are due under the Credit Agreement until the maturity date, however, the current portion of the Credit Agreement at December 31, 2018 and 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 are 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 December 31, 2018 , the Partnership was in compliance with these covenants. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. 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 $111.8 million , $97.3 million and $90.3 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Amounts due to the General Partner were $9.8 million and $12.9 million as of December 31, 2018 and 2017 , respectively. Through the General Partner, the Partnership participates in the Parent’s pension and other post-retirement benefits (see Note 16 - Retirement Plans). |
Other Obligations
Other Obligations | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Obligations | 14. Other Obligations As of December 31, 2018 2017 Deferred consideration $ 21,779 $ 23,966 Contingent consideration 6,532 7,855 Port Authority terminal obligations 6,365 7,056 Asset retirement obligation 3,481 3,789 Postretirement benefits 2,160 2,412 Other 6,138 4,547 Other obligations, long-term portion $ 46,455 $ 49,625 Deferred Consideration - Carbo Terminals In connection with the Carbo acquisition entered into during 2017, the Partnership is obligated to pay to Carbo a total of $38.2 million in equal monthly installments of $0.3 million payable over a ten year period. The obligation was recorded at an estimated fair value of $27.3 million using a discount rate of 7.1% . The short-term portion of this obligation as of December 31, 2018 is $2.2 million and is included in the current portion of other obligations. Deferred consideration obligation maturities for each of the next five years and thereafter as of December 31, 2018 are as follow: 2019 $ 3,818 2020 3,818 2021 3,818 2022 3,818 2023 3,818 Thereafter 12,730 Total 31,820 Less amount representing interest (7,854 ) Present value of payments 23,966 Less current portion (2,187 ) Deferred consideration, long-term portion $ 21,779 Contingent Consideration - Coen Energy In connection with the Coen Energy acquisition entered into during 2017, the Partnership may be obligated to pay contingent consideration of up to $12.0 million during the three year period following the acquisition. The contingent consideration represents a liability recognized at fair value as of the acquisition date with subsequent fair value adjustments at each reporting period to be recorded in operations. The estimated fair value of this obligation as of December 31, 2018 and 2017, is $8.4 million and $9.7 million , respectively. The short-term portion of this obligation of $1.9 million and $1.9 million as of December 31, 2018 , and 2017 respectively, is included in the current portion of other obligations and represents an estimate of the expected future payment during the following twelve month period. See Note 3 - Business Combinations and Note 18 - Financial Instruments and Off-Balance Sheet Risk for additional information regarding the Partnership's contingent consideration obligation. Port Authority Terminal Obligations The Port Authority terminal obligations represent long-term obligations of the Partnership to a third party that constructed dock facilities at the Partnership’s Searsport, Maine terminal. These amounts will be repaid by future wharfage fees incurred by the Partnership for the use of these facilities. The short-term portion of these obligations of $0.6 million at December 31, 2018 and $0.6 million at December 31, 2017 is included in accrued liabilities and represents an estimate of the expected future wharfage fees for the ensuing year. The Partnership has exclusive rights to the use of the dock facilities through a license and operating agreement (“License Agreement”), which expires in 2033 . The License Agreement provides the Partnership the option to purchase the dock facilities at any time at an amount equal to the remaining license fees due. The related dock facilities assets are treated as a capital lease and are included in property, plant and equipment. Asset Retirement Obligation The Partnership has accrued an asset retirement obligation (“ARO”) that relates to an environmental obligation associated with the purchase of a terminal in Bridgeport, Connecticut. The obligation was recorded in 2017 when the obligation was determinable. The current portion of the ARO represents the estimated obligation retirements for the ensuing year and is recorded in accrued liabilities. The changes in the ARO are as follows: Years Ended December 31, 2018 2017 ARO - beginning of period $ 4,490 $ — Accrue fair value of ARO — 3,662 Change in estimates (139 ) 785 Accretion expense 92 63 Retirement of ARO (462 ) (20 ) ARO - end of period 3,981 4,490 Less current portion (500 ) (701 ) ARO - long-term $ 3,481 $ 3,789 Post Retirement Benefits Postretirement benefit obligations are comprised of actuarially determined postretirement healthcare, life insurance and other postretirement benefits. See Note 16 - Retirement Plans. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The Partnership is generally not subject to U.S. federal and state income tax with the exception of the Partnership's subsidiary Sprague Energy Solutions, Inc. The Partnership's Canadian operations are subject to Canadian federal and provincial income taxes. The income tax provision (benefit) attributable to operations is summarized as follows: Years Ended December 31, 2018 2017 2016 Current U.S. Federal income tax $ 118 $ 120 $ 229 State and local income tax 95 231 1,199 Foreign income taxes 4,742 2,614 293 Total current income tax provision 4,955 2,965 1,721 Deferred U.S. Federal income tax 5 3 (9 ) State and local income tax 567 (188 ) (388 ) Foreign income taxes (495 ) 1,042 784 Total deferred income tax provision 77 857 387 Total income tax provision $ 5,032 $ 3,822 $ 2,108 U.S. and international components of income before income taxes were as follows: Years Ended December 31, 2018 2017 2016 United States $ 69,283 $ 18,517 $ 8,385 Foreign 15,568 14,802 3,889 Total income before income taxes $ 84,851 $ 33,319 $ 12,274 Reconciliations of the statutory U.S. federal income tax to the effective income tax for operations are as follows: Years Ended December 31, 2018 2017 2016 Statutory U.S. Federal income tax $ 17,819 $ 11,661 $ 4,296 Partnership income not subject to tax (14,427 ) (6,360 ) (2,691 ) State and local income taxes, net of federal tax 662 46 787 Foreign earnings taxed at higher (lower) rates 978 (1,525 ) (284 ) Total income tax provision $ 5,032 $ 3,822 $ 2,108 The components of the deferred tax assets (liabilities) were as follows: As of December 31, 2018 2017 Deferred tax assets (liabilities) Depreciation and amortization (17,845 ) (18,065 ) Other differences, net 545 908 Valuation allowance (466 ) (466 ) Net deferred tax liabilities $ (17,766 ) $ (17,623 ) The Partnership's Canadian subsidiary had a net operating loss carryforward of $7.0 million as of December 31, 2016, which was fully utilized in the year ended December 31, 2017. As of December 31, 2018 , the Partnership has not provided deferred Canadian withholding taxes on accumulated Canadian earnings of $41.2 million which are considered to be indefinitely reinvested outside the U.S. The unrecognized deferred withholding tax liability associated with these earnings is $10.3 million as of December 31, 2018 . |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2018 | |
Postemployment Benefits [Abstract] | |
Retirement Plans | 16. Retirement Plans Pension Plans Through the General Partner, the Partnership participates in a noncontributory defined benefit pension plan, the Axel Johnson Inc. Retirement Plan (the “Plan”), sponsored by the Parent. Benefits under the Plan were frozen as of December 31, 2003, and are based on a participant’s years of service and compensation through December 31, 2003. The Plan’s assets are invested principally in equity and fixed income securities. The Parent’s policy is to satisfy the minimum funding requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). Through the General Partner, the Partnership also participates in an unfunded pension plan, the Axel Johnson Inc. Retirement Restoration Plan, for employees whose benefits under the defined benefit pension plan were reduced due to limitations under U.S. federal tax laws. Benefits under this plan were frozen as of December 31, 2003. Both the Plan and the Retirement Restoration Plan are administered by the Parent. The costs of these benefits are based on the Partnership’s portion of the projected benefit obligations under these plans. Charges related to these employee benefit plans were $1.1 million , $1.1 million and $1.0 million during the years ended December 31, 2018 , 2017 and 2016 , respectively. Eligible employees also receive a defined contribution retirement benefit generally equal to a defined percentage of their eligible compensation. This contribution by the Partnership to employee accounts in Axel Johnson Inc.’s Thrift and Defined Contribution Plan is in addition to any Partnership match on 401(k) contributions that employees currently choose to make. The Partnership made total contributions to these plans of $5.4 million , $5.0 million and $4.5 million during the years ended December 31, 2018 , 2017 and 2016 , respectively. Other Postretirement Benefits The Parent and some of its subsidiaries, which include the Partnership, have a number of health care and life insurance benefit plans covering eligible employees who reach retirement age while working for the Parent. The plans are not funded. In general, employees hired after December 31, 1990, are not eligible for postretirement health care benefits. The Partnership has recorded postretirement expense of $0.3 million during the years ended December 31, 2018 , 2017 and 2016 , for all periods, related to these plans. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | 17. Segment Reporting The Partnership has four reportable 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. These reportable segments are refined products, natural gas, materials handling and other activities. The Partnership's 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 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 reportable segment consists of three operating segments. The Partnership's natural gas 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 reportable segment consists of one operating segment. The Partnership's materials handling 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 reportable segment consists of two operating segments. The Partnership's other segment primarily consists of the purchase, sale and distribution of coal, and commercial trucking activities unrelated to its refined products segment. Other activities are not reported separately as they represent less than 10% of consolidated net sales and adjusted gross margin. The other activities 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 years ended December 31, 2018 , 2017 and 2016 , respectively. The Partnership’s foreign sales, primarily sales of refined products and natural gas to its customers in Canada, were $290.4 million , $265.7 million and $196.4 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Summarized financial information for the Partnership’s reportable segments is presented in the table below: Years Ended December 31, 2018 2017 2016 Net sales: Refined products $ 3,357,769 $ 2,455,577 $ 1,988,597 Natural gas 332,038 331,669 334,003 Materials handling 57,509 46,513 45,734 Other operations 23,817 21,237 21,664 Net sales $ 3,771,133 $ 2,854,996 $ 2,389,998 Adjusted gross margin (1): Refined products $ 150,965 $ 142,467 $ 142,581 Natural gas 57,875 65,060 62,435 Materials handling 57,515 46,512 45,712 Other operations 7,319 7,658 8,545 Adjusted gross margin 273,674 261,697 259,273 Reconciliation to operating income (2): Add(deduct): Change in unrealized gain on inventory (3) 32,960 (124 ) (31,304 ) Change in unrealized value on prepaid forward contract (4) — 1,076 1,552 Change in unrealized value on natural gas transportation contracts (5) 19,114 (10,441 ) (18,612 ) Operating costs and expenses not allocated to operating segments: Operating expenses (88,659 ) (72,284 ) (65,882 ) Selling, general and administrative (80,799 ) (87,582 ) (84,257 ) Depreciation and amortization (33,378 ) (28,125 ) (21,237 ) Operating income 122,912 64,217 39,533 Other income (expense) 293 108 (114 ) Interest income 577 339 388 Interest expense (38,931 ) (31,345 ) (27,533 ) Income tax provision (5,032 ) (3,822 ) (2,108 ) Net income $ 79,819 $ 29,497 $ 10,166 (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 gains and losses with regard to refined products and natural gas inventory, prepaid forward contracts 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 adjustment related to unrealized gain on inventory which is not included in net income (loss), represents the estimated difference between the inventory valued at lower of cost or net realizable value as compared to market values. 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 (gains) with respect to the derivatives that are included in net income (loss). (4) Represents the Partnership’s estimate of the change in fair value of the prepaid forward contracts which are not recorded in net income (loss) 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 (loss). 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 in value. (5) Represents the Partnership’s estimate of the change in fair value of the natural gas transportation contracts which are not recorded in net income (loss) until the transportation is utilized in the future (i.e., when natural gas is delivered to the customer), as these contracts are executory contracts that 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 gains (losses). 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. Changes in the carrying amount of goodwill by segment were as follows: As of December 31, 2016 Activity (1) As of December 31, 2017 Activity As of December 31, 2018 Refined products $ 36,550 $ 34,895 $ 71,445 $ — $ 71,445 Natural gas 25,888 9,592 35,480 — 35,480 Materials handling 6,896 — 6,896 — 6,896 Other 1,216 — 1,216 — 1,216 Total $ 70,550 $ 44,487 $ 115,037 $ — $ 115,037 (1) Reflects goodwill attributable to business acquisitions. See Note 3 - Business Combinations. Long-lived Assets Long-lived assets (exclusive of intangible and other assets, net, and goodwill) classified by geographic location were as follows: As of December 31, 2018 2017 United States $ 277,405 $ 273,374 Canada 72,441 76,685 Total $ 349,846 $ 350,059 |
Financial Instruments and Off-B
Financial Instruments and Off-Balance Sheet Risk | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments and Off-Balance Sheet Risk | 18. Financial Instruments and Off-Balance Sheet Risk As of December 31, 2018 and 2017 , the carrying amounts of cash, cash equivalents, accounts receivable, accounts payable and accrued liabilities approximated fair value because of the short maturity of these instruments. As of December 31, 2018 and 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 or other current liabilities. As of December 31, 2018 and 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 December 31, 2018 and 2017, 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 all financial assets and financial liabilities of the Partnership measured at fair value on a recurring basis: As of December 31, 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 $ 42,893 $ — $ 42,893 $ — Futures, swaps and options 120,258 120,231 27 — Commodity derivatives 163,151 120,231 42,920 — Interest rate swaps 2,629 — 2,629 — Currency swaps 2 — 2 — Total derivative assets $ 165,782 $ 120,231 $ 45,551 $ — Derivative liabilities: Commodity fixed forwards $ 21,036 $ — $ 21,036 $ — Futures, swaps and options 78,678 78,674 4 — Commodity derivatives 99,714 78,674 21,040 — Interest rate swaps 2,452 — 2,452 — Total derivative liabilities $ 102,166 $ 78,674 $ 23,492 $ — Contingent consideration $ 8,402 $ — $ — $ 8,402 As of December 31, 2017 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 $ 11,502 $ — $ 11,502 $ — Futures, 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 $ — Futures, 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 enters into derivative contracts with counterparties, some of which are subject to master netting arrangements, which allow net settlements under certain conditions. 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, was $82.9 million at December 31, 2018 . Information related to these offsetting arrangements as of December 31, 2018 and 2017 is as follows: As of December 31, 2018 Gross Amount Not Offset in the Balance Sheet Net Amount Gross Amounts of Financial Instruments Cash Collateral Posted Commodity derivative assets $ 163,151 $ (82,837 ) $ (28,529 ) $ 51,785 Currency swap derivative assets 2,629 — — 2,629 Currency swaps 2 — — 2 Fair value of derivative assets $ 165,782 $ (82,837 ) $ (28,529 ) $ 54,416 Commodity derivative liabilities $ (99,714 ) $ 82,837 $ 20 $ (16,857 ) Interest rate swap derivative liabilities (2,452 ) — — (2,452 ) Fair value of derivative liabilities $ (102,166 ) $ 82,837 $ 20 $ (19,309 ) As of December 31, 2017 Gross Amount Not Offset in the Balance Sheet Net Amount Gross Amounts of Financial Instruments Cash Collateral Posted 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 ) As of December 31, 2018, the Partnership held total cash collateral of $28.5 million and posted cash collateral of $0.8 million . As of December 31, 2017, the Partnership held total cash collateral of $4.3 million and posted cash of $29.3 million . 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): Years Ended December 31, 2018 2017 2016 Refined products contracts $ 54,616 $ 12,856 $ (25,316 ) Natural gas contracts (1,353 ) (1,555 ) 7,153 Total $ 53,263 $ 11,301 $ (18,163 ) There were no discretionary trading activities included in realized and unrealized gains (losses) on derivatives instruments for the years ended December 31, 2018 , 2017 and 2016 . The following table presents the gross volume of commodity derivative instruments outstanding for the periods indicated: As of December 31, 2018 As of December 31, 2017 Refined Products (Barrels) Natural Gas (MMBTUs) Refined Products (Barrels) Natural Gas (MMBTUs) Long contracts 8,796 132,030 9,255 133,532 Short contracts (12,379) (72,223) (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 December 31, 2018 were as follows: Interest Rate Swap Agreements 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 years ended December 31, 2018 , 2017 and 2016 . 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 December 31, 2018 , the amount of unrealized gains, net of tax, expected to be reclassified to earnings during the following twelve-month period was $1.0 million . Contingent Consideration As part of the Coen Energy acquisition in 2017, the Partnership is 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 consolidated statements of operations. Changes in the contingent consideration liability measured at fair value on a recurring basis using unobservable inputs (Level 3) are as follows: Years Ended December 31, 2018 2017 Contingent consideration - beginning of period $ 9,725 $ — Accrued contingent consideration — 9,557 Payments (2,000 ) — Change in estimated fair value 677 168 Contingent consideration - end of period $ 8,402 $ 9,725 Less current portion (1,870 ) (1,870 ) Contingent consideration - long-term portion $ 6,532 $ 7,855 The Partnership records the change in estimated fair value within selling, general and administrative expenses in the Partnership's Consolidated Statements of Operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. Commitments and Contingencies Operating Leases The Partnership has leases for a refined products terminal, refined products storage, maritime charters, office facilities, and equipment for periods extending to 2034 which are recorded as operating leases. Renewal options exist for a substantial portion of these leases. For operating leases, rental expense was $21.1 million , $20.1 million and $21.9 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. The following table summarizes the future minimum payments for the following five fiscal years for operating lease obligations as of December 31, 2018 with non-cancellable lease terms of one year or more: 2019 $ 9,485 2020 5,816 2021 5,884 2022 2,943 2023 588 Legal, Environmental and Other Proceedings The Partnership is subject to a tax on sales made in Quebec on product it imports into the province. During a recent audit by the Quebec Energy Board (QEB) 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 has been assessed $3.5 million of tax, including interest and penalties, for the period of 2013 to 2017, and has provided requested information for previous years. During September 2018, the Partnership received an assessment of $8.2 million , including a penalty and interest, from the Ministry of Sustainable Development, Environment, and the Fight Against Climate Change (known as MDDELCC) under separate regulation that was in effect for the period from 2007 through 2014. The Partnership is disputing the MDDELCC assessment on the same basis as set out in the QEB legal action described above. 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 these matters and such amount is not material to the consolidated financial statements. The Partnership is involved in other various lawsuits, other 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 | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity and Equity-Based Compensation | 20. Equity and Equity-Based Compensation Equity Awards - Annual Bonus Program The board of directors of the General Partner has approved an annual bonus program which is provided to substantially all employees. Under this program bonuses for the majority of participants will be settled in cash with others receiving a combination of cash and common units. The Partnership records the expected bonus payment as a liability until a grant date has been established and awards finalized, which occurs in the first quarter of the year following the year for which the bonus is earned. Of the bonus accrued as of December 31, 2016, approximately $0.4 million was settled in 2017 by issuing 13,465 common units (market value at settlement of $0.4 million ) with 4,625 units withheld from to satisfy employee tax obligations. Of the bonus accrued as of December 31, 2015, approximately $5.0 million was settled in 2016 by issuing 239,641 common units (market value at settlement of $4.1 million ) with 78,623 units withheld to satisfy employee tax obligations. Equity Awards - Director Compensation During the years ended December 31, 2018 , 2017 , and 2016 the board of directors of the General Partner issued 6,693 , 9,360 , and 9,824 , vested units as compensation to certain of its directors, respectively, with estimated total grant date fair values of approximately $0.2 million for each period. Equity Awards - Performance-based Phantom Units The General Partner adopted the Sprague Resources LP 2013 Long-Term Incentive Plan (the “LTIP”), for the benefit of employees, consultants and directors of the General Partner and its affiliates, who provide services to the General Partner or an affiliate. The LTIP initially limited the number of common units that may be delivered, pursuant to vested awards, to 800,000 common units. On January 1 of each calendar year occurring after the second anniversary of the effective date and prior to the expiration of the LTIP, the total number of common units reserved and available for issuance under the LTIP will increase by 200,000 common units. As of December 31, 2018 , there were 403,855 common units reserved for issuance and 243,922 available for issuance. Phantom units have been granted as follows: • Year ended December 31, 2018 - granted 143,981 OCF-based phantom units with a grant date fair value of $23.30 per unit and a performance period ending December 31, 2020. • Year ended December 31, 2017 - granted 132,977 OCF-based phantom units with a grant date fair value of $26.96 per unit and a performance period ending December 31, 2019. • Year ended December 31, 2016 - granted 166,900 OCF-based phantom units with a grant date fair value of $17.52 per unit and a performance period ending December 31, 2018. Phantom units have vested as follows: • Performance period ending December 31, 2018 - did not achieve minimum performance levels. • Performance period ending December 31, 2017 - vested at a 195.5% level and as a result 271,748 units (vested market value of $7.0 million ) were issued in January 2018 with 97,351 units withheld for employee tax obligations. • Performance period ending December 31, 2016 - vested at a 200% level and as a result 142,100 units (vested market value of $3.9 million ) were issued in January 2017 with 52,785 units withheld for employee tax obligations. • Performance period ending December 31, 2015 - vested at a 200% level and as a result 74,050 units (vested market value of $1.4 million ) were issued in January 2016 with 24,683 units withheld for employee tax obligations. The following table presents a summary of the status of the Partnership’s phantom unit awards subject to vesting: 2018 Awards 2017 Awards 2016 Awards Units Weighted Average Grant Date Fair Value (per unit) Units Weighted Average Grant Date Fair Value (per unit) Units Weighted Average Grant Date Fair Value (per unit) Nonvested at December 31, 2017 — $ — 131,000 $ 26.96 163,900 $ 17.52 Granted 143,981 23.30 — — — — Forfeited (20,811 ) (23.30 ) (11,013 ) (26.95 ) (3,202 ) (17.52 ) Vested (end of performance period) — — — — (160,698 ) (17.52 ) Nonvested at December 31, 2018 123,170 $ 23.30 119,987 $ 26.96 — $ — The Partnership estimates the number of performance-based units that are probable to vest over the vesting period and records any change in such estimate as a cumulative adjustment to unit-based compensation expense calculated as if the new estimate had been in effect from the grant date. During the year ended December 31, 2018, the Partnership reduced its estimates of the number of performance-based phantom units expected to vest and as a result unit-based compensation for the year ended December 31, 2018 was $(0.9) million as compared to $2.2 million and $3.7 million , for the years ended December 31, 2017 and 2016, respectively. Unit-based compensation is included in selling, general and administrative expenses. Units issued under the Partnership’s 2013 LTIP are newly issued. Total unrecognized compensation cost related to the performance-based phantom units totaled $0.6 million as of December 31, 2018 , which is expected to be recognized over a weighted average period of 24 months. Equity - Changes in Partnership's Units Pursuant to the terms of the partnership agreement, upon payment of the cash distribution on February 14, 2017, and meeting certain distribution and performance tests, the subordination period for the subordinated units expired on February 16, 2017. At the expiration of the subordination period, all subordinated units converted into common units on a one-for-one basis. The following table provides information with respect to changes in the Partnership’s unit: Common Units Public Sprague Holdings Subordinated Units Balance as of December 31, 2015 8,977,378 2,034,378 10,071,970 Units issued in connection with employee bonus 161,018 — — Units issued in connection with performance-based awards 49,367 — — Director vested awards 9,824 — — Other awards 9,886 — — 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 employee bonus 8,840 — — Units issued in connection with performance-based awards 89,315 — — Units issued in connection with Carbo acquisition 1,131,551 — — Director vested awards 9,360 — — Balance as of December 31, 2017 10,446,539 12,106,348 — Units issued in connection with performance-based awards 174,397 — — Director vested awards 6,693 — — Balance as of December 31, 2018 10,627,629 12,106,348 — |
Earnings Per Unit
Earnings Per Unit | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Unit | 21. Earnings Per Unit Earnings per unit applicable to limited partners (including subordinated unitholders) 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. 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 per unit. In addition to the common and subordinated units, the Partnership has also identified the IDRs as participating securities and uses the two-class method when calculating the net income (loss) per unit applicable to limited partners, which is based on the weighted average number of common units outstanding during the period. Diluted earnings per unit includes the effects of potentially dilutive units on the Partnership’s common units, consisting of unvested phantom units. Basic and diluted earnings (losses) per unit applicable to subordinated limited partners are the same because there were no potentially dilutive subordinated units outstanding. The table below shows the weighted average common units outstanding used to compute net income per common unit for the periods indicated. Years Ended December 31, 2018 2017 2016 Weighted average limited partner common units - basic 22,728,218 22,208,964 11,202,427 Dilutive effect of unvested phantom units 9,186 265,908 358,190 Weighted average limited partner common units - dilutive 22,737,404 22,474,872 11,560,617 On February 16, 2017, all 10,071,970 subordinated units outstanding converted to common units on a one -for-one basis. The Partnership did not allocate any earnings or loss to the subordinated unitholders for the year ended December 31, 2017, since the subordinated units did not share in the distribution of cash generated during 2017. The following tables provide a reconciliation of net income and the assumed allocation of net income to the limited partners’ interest for purposes of computing net income per unit during periods prior to the conversion of the subordinated units: Year Ended December 31, 2016 Common Subordinated IDR Total (in thousands, except per unit amounts) Net income $ 10,166 Distributions declared $ 24,998 $ 22,358 $ 1,742 $ 49,098 Assumed net income from operations after distributions (20,562 ) (18,370 ) — (38,932 ) Assumed net income to be allocated $ 4,436 $ 3,988 $ 1,742 $ 10,166 Income per unit - basic $ 0.40 $ 0.40 Income per unit - diluted $ 0.38 $ 0.40 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | 22. Quarterly Financial Data (Unaudited) Year Ended December 31, 2018 First Second Third Fourth Total (in thousands, except for per unit amounts) Net sales $ 1,331,148 $ 741,656 $ 618,455 $ 1,079,874 $ 3,771,133 Net income (loss) 74,921 (13,195 ) (18,434 ) 36,527 79,819 Limited partners' interest in net income (loss) 73,207 (15,250 ) (20,489 ) 34,472 71,940 Net income (loss) per limited partner unit: (1) Common-basic $ 3.22 $ (0.67 ) $ (0.90 ) $ 1.52 $ 3.17 Common-diluted $ 3.21 $ (0.67 ) $ (0.90 ) $ 1.51 $ 3.16 Year Ended December 31, 2017 First Second Third Fourth Total (in thousands, except for per unit amounts) Net sales $ 917,807 $ 513,626 $ 491,393 $ 932,170 $ 2,854,996 Net income (loss) 64,499 (7,792 ) (14,316 ) (12,894 ) 29,497 Limited partners' interest in net income (loss) 63,757 (8,646 ) (15,340 ) (14,267 ) 25,504 Net income (loss) per limited partner unit: (1) Common-basic $ 2.98 $ (0.39 ) $ (0.68 ) $ (0.63 ) $ 1.15 Common-diluted $ 2.94 $ (0.39 ) $ (0.68 ) $ (0.63 ) $ 1.13 (1) Quarterly net income (loss) per limited partner unit amounts are stand-alone calculations and may not be additive to full year amounts due to rounding and changes in outstanding units. |
Partnership Distributions
Partnership Distributions | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Partnership Distributions | 23. 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 and subordinated unitholders will receive. Payments made in connection with DERs are recorded as a distribution. Cash distributions for the periods indicated were as follows: Cash Distributed For the Quarter Ended Distribution Date Per Unit Common Subordinated IDR DER Total December 31, 2016 February 14, 2017 $0.5775 $ 6,544 $ 5,817 $ 597 $ 802 $ 13,760 March 31, 2017 May 15, 2017 $0.5925 $ 13,357 $ — $ 742 $ — $ 14,099 June 30, 2017 August 11, 2017 $0.6075 $ 13,696 $ — $ 854 $ — $ 14,550 September 30, 2017 November 13, 2017 $0.6225 $ 14,039 $ — $ 1,024 $ — $ 15,063 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 June 30, 2018 August 10, 2018 $0.6675 $ 15,170 $ — $ 2,055 $ — $ 17,225 September 30, 2018 November 13, 2018 $0.6675 $ 15,175 $ — $ 2,055 $ — $ 17,230 In addition, on January 23, 2019, the Partnership declared a cash distribution for the three months ended December 31, 2018 , of $0.6675 per unit, totaling $17.2 million (including an IDR distribution of $2.1 million ). Such distributions were paid on February 13, 2019 , to unitholders of record on February 8, 2019 . |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The 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. |
Use of Estimates | Use of Estimates 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. |
Revenue Recognition and Cost of Products Sold | Revenue Recognition and Cost of Products Sold 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. The provision for the allowance for doubtful accounts is included in cost of products sold (exclusive of depreciation and amortization). Estimated discounts are included in the transaction price of the contracts with customers as a reduction to net sales. Cash discounts were $7.7 million , $5.9 million and $3.7 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. 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 concurrently 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. |
Commodity Derivatives | Commodity Derivatives 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, on a limited basis, 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 and other current liabilities. 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 December 31, 2018 will settle prior to June 30, 2020. 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 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 December 31, 2018 or 2017 . |
Interest Rate Derivatives | Interest Rate Derivatives The Partnership manages its exposure to variable LIBOR borrowings by using interest rate swaps to convert a portion of its variable rate debt to fixed rates. These interest rate swaps are designated as cash flow hedges and the effective portion of changes in fair value of the swaps are included as a component of comprehensive income (loss) and accumulated other comprehensive income (loss), net of tax. Any ineffective portion of the changes in fair value of the swaps is recorded in interest expense. To designate a derivative as a cash flow hedge, the Partnership documents at inception the assessment that the derivative will be highly effective in offsetting expected changes in cash flows from the item hedged. The assessment, updated at least quarterly, is based on the most recent relevant historical correlation between the derivative and the item hedged. If during the term of the derivative, the hedge is found to be less than highly effective, hedge accounting is prospectively discontinued and the remaining gains and losses are reclassified to income in the current period. |
Market and Credit Risk | Market and Credit Risk The Partnership manages the risk fluctuations in the price and transportation costs of its commodities through the use of derivative instruments. The volatility of prices for energy commodities can be significantly influenced by market supply and demand, changes in seasonal demand, weather conditions, transportation availability, and federal and state regulations. The Partnership monitors and manages its exposure to market risk on a daily basis in accordance with approved policies. The Partnership has a number of financial instruments that are potentially at risk including cash and cash equivalents, receivables and derivative contracts. The Partnership’s primary exposure is credit risk related to its receivables and counterparty performance risk related to its derivative assets, which is the loss that may result from a customer’s or counterparty’s non-performance. The Partnership uses credit policies to control credit risk, including utilizing an established credit approval process, monitoring customer and counterparty limits, employing credit mitigation measures such as analyzing customer financial statements, and accepting personal guarantees and various forms of collateral. The Partnership believes that the counterparties to its derivative contracts will be able to satisfy their contractual obligations. Credit risk is limited by the large number of customers and counterparties comprising the Partnership’s business and their dispersion across different industries. The Partnership’s cash is in demand deposits placed with federally insured financial institutions. Such deposit accounts at times may exceed federally insured limits. The Partnership has not experienced any losses on such accounts. |
Fair Value Measurements | Fair Value Measurements The Partnership determines fair value based on 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 obligation. |
Long-Term Incentive Plan | Long-Term Incentive Plan The General Partner adopted the Sprague Resources LP 2013 Long-Term Incentive Plan (the “LTIP”), for the benefit of employees, consultants and directors of the General Partner and its affiliates, who provide services to the General Partner or an affiliate. The LTIP provides the Partnership with the flexibility to grant unit options, restricted units, phantom units, unit appreciation rights, cash awards, distribution equivalent rights, substitute awards and other unit-based awards or any combination of the foregoing. The LTIP will expire upon the earlier of (i) its termination by the board of directors of the General Partner, (ii) the date common units are no longer available under the LTIP for grants or (iii) the tenth anniversary of the date the LTIP was approved by the General Partner. The board of directors of the General Partner grants performance-based phantom unit awards to key employees that vest over a period of time (usually 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. TUR-based Phantom Units Phantom unit awards granted through 2015 include a market condition criteria that considers the Partnership's total unitholder return ("TUR") over the three year vesting period, compared with the total unitholder return of a peer group of other master limited partnership energy companies over the same period. These awards are equity awards with both service and market-based conditions, which results in compensation cost being recognized over the requisite service period, provided that the requisite service period is fulfilled, regardless of when, if ever, the market based conditions are satisfied. The fair value of the TUR based phantom units was estimated at the date of grant based on a Monte Carlo model that estimates the most likely performance outcome based on the terms of the award. The key inputs in the model include the market price of the Partnership’s common units as of the valuation date, the historical volatility of the market price of the Partnership’s common units, the historical volatility of the market price of the common units or common stock of the peer companies and the correlation between changes in the market price of the Partnership’s common units and those of the peer companies. OCF-based Phantom Units Phantom unit awards granted since 2015 include a performance criteria that considers Sprague Holdings operating cash flow, as defined therein ("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 was 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 performance-based phantom unit awards include tandem distribution equivalent rights ("DERs") which entitle the participant to a cash payment only 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. Payments made in connection with DERs are recorded as a distribution in unitholders' equity. |
Earnings (Loss) Per Unit | Earnings (Loss) Per Unit The Partnership computes income (loss) per unit using the two-class method. Net income (loss) attributable to common unitholders and subordinated unitholders for purposes of the basic income (loss) per unit computation was allocated between the common unitholders and subordinated unitholders by applying the provisions of the partnership agreement. Under the two-class method, any excess of distributions declared over net income (loss) was allocated to the partners based on their respective sharing of income specified in the partnership agreement. Net income (loss) per unit was determined by dividing the net income (loss) allocated to the common unitholders and the subordinated unitholders under the two-class method by the number of common units and subordinated units outstanding in the period. As previously noted, 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 discussed in Note 21 - Earnings Per Unit, there was no allocation between the common unitholders and subordinated unitholders for the year ended December 31, 2017 since all subordinated units outstanding were converted to common units on February 16, 2017, and the subordinated units did not share in any distribution of cash generated during 2017. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments which are readily convertible into cash and have maturities of three months or less when purchased. |
Inventories | Inventories The Partnership’s inventories are valued at the lower of cost or net realizable value. Cost is primarily determined using the first-in, first-out method, except for the Partnership's Canadian subsidiary, which used the weighted average method. Inventory consists of petroleum products, natural gas and coal. The Partnership uses derivative instruments, primarily futures, forwards and swaps, to economically hedge substantially all of its inventory. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net are recorded at historical cost. Depreciation is computed on a straight-line basis over the following estimated useful lives: Furniture and fixtures 5 to 10 years Plant and machinery 5 to 30 years Building and leasehold improvements 10 to 25 years Leasehold improvements are amortized over the term of the lease or the estimated useful life of the improvement, whichever is shorter. Maintenance and repairs are charged to expense as incurred. Costs and related accumulated depreciation of properties sold or otherwise disposed of are removed from the respective accounts, and any resulting gains or losses are recorded at that time |
Long-lived Asset Impairment | Long-lived Asset Impairment The Partnership evaluates the carrying value of its property, plant and equipment and finite lived intangible assets for impairment when events or changes in circumstances indicate the carrying amount of an individual asset or asset group may not be recoverable based on estimated future undiscounted cash flows. Future cash flow projections include assumptions of future sales levels, the impact of controllable cost reduction programs, and the level of working capital needed to support each business. To the extent the carrying amount of the asset group is not recoverable based on undiscounted cash flows, the amount of impairment is measured by the difference between the carrying value and the fair value of the individual assets or asset group. |
Purchase Price Allocation | Purchase Price Allocation The cost of an acquired entity is allocated to the assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. Property, plant and equipment and goodwill generally represent large components of these acquisitions. In addition to goodwill, intangible assets acquired generally include customer relationships and non-compete agreements. Goodwill is calculated as the excess of the cost of the acquired entity over the net of the fair value of the assets acquired and the liabilities assumed. For all material acquisitions the Partnership determines the fair value of the assets acquired and liabilities assumed, including goodwill, based on recognized business valuation methodologies. An income, market or cost valuation method may be utilized to estimate the fair value of the assets acquired or liabilities assumed. The income valuation method represents the present value of future cash flows over the life of the asset using: (i) discrete financial forecasts, based on management’s estimates of revenue and operating expenses; (ii) long-term growth rates; and (iii) appropriate discount rates. The market valuation method uses prices paid for a reasonably similar asset by other purchasers in the market, with adjustments relating to any differences between the assets. The cost valuation method is based on the replacement cost of a comparable asset at prices at the time of the acquisition reduced for depreciation of the asset. For contingent consideration arrangements, a liability is recognized at fair value as of the acquisition date with subsequent fair value adjustments recorded in operations. Additional information regarding the Partnership's contingent consideration arrangements may be found in Note 3 - Business Combinations, Note 14 - Other Obligations and Note 18 - Financial Instruments and Off-Balance Sheet Risk. Other assets acquired and liabilities assumed typically include, but are not limited to, inventory, accounts receivable, accounts payable and other working capital items. Because of their short-term nature, the fair values of these other assets and liabilities generally approximate the book values on the acquired entity’s balance sheet. |
Goodwill | Goodwill Goodwill is not amortized but tested for impairment at the reporting unit level, at least annually (as of October 31 each year ), by determining the fair value of the reporting unit and comparing it to its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired. If the carrying value of the reporting unit exceeds its fair value, the Partnership will determine if there is a potential impairment by comparing the implied fair value of goodwill with the carrying amount. If the implied fair value of goodwill is less than the carrying amount, an impairment loss would be reported. The Partnership assesses the fair value of its reporting units based on a discounted cash flow valuation model (Level 3 measurement). The key assumptions used are discount rates and growth rates, applied to cash flow projections. These assumptions contemplate business, market and overall economic conditions. After applying the discounted cash flow methods to measure the fair value of its reporting units, including the consideration of reasonably likely adverse changes in the rates and assumptions described above, the Partnership determined that there have been no goodwill impairments to date. In performing the discounted cash flow analysis, the Partnership also used a range of discount rate assumptions to evaluate the sensitivity on the fair values resulting from the discounted cash flow valuation. |
Intangibles, Net | Intangibles, Net Intangibles, net consist of intangible assets with finite lives, primarily customer relationships and non-compete agreements. Intangibles and other assets are amortized over their respective estimated useful lives. The Partnership believes the sum-of-the-years’-digits method of amortization properly reflects the timing of the recognition of the economic benefits realized from its intangible assets. |
Income Taxes | Income Taxes The Partnership is organized as a pass-through entity for U.S. federal income tax purposes. As a result, the partners are responsible for U.S. federal income taxes based on their respective share of taxable income. Net income (loss) for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax bases and financial reporting bases of assets and liabilities and the taxable income allocation requirements under the partnership agreement. The Partnership, however, is subject to a statutory requirement that non-qualifying income cannot exceed 10% of total gross income, determined on a calendar year basis under the applicable income tax provisions. If the amount of non-qualifying income exceeds this statutory limit, the Partnership would be taxed as a corporation. Accordingly, certain activities that generate non-qualifying income are conducted through Sprague Energy Solutions, Inc., a taxable corporate subsidiary. Sprague Energy Solutions, Inc. is subject to U.S. federal and state income tax and pays any income taxes related to the results of its operations. For the year ended December 31, 2018 , the Partnership’s non-qualifying income did not exceed the statutory limit. The Partnership is subject to income tax and franchise tax in certain domestic state and local as well as foreign jurisdictions. Income taxes ( e.g ., deferred tax assets, deferred tax liabilities, taxes currently payable and tax expense) are recorded based on amounts refundable or payable in the current year and include the impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. Deferred taxes are measured by applying currently enacted tax rates. The Partnership establishes a valuation allowance for deferred tax assets when it is more likely than not that these assets will not be realized. The Partnership's Canadian operations are conducted within entities that are treated as corporations for Canadian tax purposes and are subject to Canadian federal and provincial taxes. Additionally, payments of dividends from the Partnership's Canadian entities to other Sprague entities are subject to Canadian withholding tax that is treated as income tax expense. The partnership's foreign subsidiaries record investment tax credits under the deferral method. The Partnership recognizes the financial statement effect of an uncertain tax position only when management believes that it is more likely than not, that based on the technical merits, the position will be sustained upon examination. The Partnership classifies interest and penalties associated with uncertain tax positions as income tax expense. During the years ended December 31, 2018 , 2017 and 2016 , the interest and penalties recognized by the Partnership were immaterial. The Partnership and its subsidiaries tax returns are subject to examination by the Internal Revenue Service and by the Canada Revenue Agency for the years ended December 31, 2017 , 2016 and 2015 . On December 22, 2017, the President signed into law Public Law No. 115-97, a comprehensive tax reform bill commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) that makes significant changes to the U.S. Internal Revenue Code. Among other changes, the Tax Act includes a new deduction on certain pass-through income, a repeal of the partnership technical termination rule, and new limitations on certain deductions and credits, including interest expense deductions. Since the operations of the Partnership are generally not subject to federal income tax, the Tax Act has not had a material impact to the Partnership. |
Foreign Currency | Foreign Currency The Partnership’s reporting currency is the U.S. dollar. The Partnership's most significant foreign operations are conducted by Kildair, a Canadian subsidiary. The functional currency of Kildair is the U.S. dollar. Kildair has an operating subsidiary whose functional currency is the Canadian dollar. Kildair converts receivables and payables denominated in other than their functional currency at the exchange rate as of the balance sheet date. Kildair utilizes forward currency contracts to manage its exposure to currency fluctuations of certain of its transactions that are denominated in Canadian dollars. These forward currency exchange contracts are recorded at fair value at the balance sheet date and changes in fair value are recognized in net income (loss) as these forward currency contracts have not been designated as hedges. |
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 anticipates that the adoption of this ASU in 2019 will not have a material impact to the Partnership's 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 adoption of this new guidance in 2018 did not have an impact on the Partnership's consolidated financial statements. 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. The adoption of this new guidance in 2018 did not have an impact on the Partnership's consolidated statement of cash flows. In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842), which, among other things, requires lessees to recognize an 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. Expenses are recognized in the consolidated statement of operations in a manner similar to current accounting guidance. The Partnership expects to make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less. Under the new guidance, lessor accounting is largely unchanged. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Partnership will adopt the accounting standard using a modified retrospective approach, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented. The Partnership is finalizing its evaluation of the impacts that the adoption of this accounting guidance will have on the consolidated financial statements, and estimates approximately $20 million of right-to-use assets and lease liabilities will be recognized in the consolidated balance sheet upon adoption. 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 has issued several ASUs subsequent to ASU 2014-09 in order 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 a material impact on the Partnership's consolidated financial statements nor result in significant changes to business processes, systems, or internal controls. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Estimated Useful Lives of Property Plant and Equipment | Property, plant and equipment, net are recorded at historical cost. Depreciation is computed on a straight-line basis over the following estimated useful lives: Furniture and fixtures 5 to 10 years Plant and machinery 5 to 30 years Building and leasehold improvements 10 to 25 years |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Further disaggregation of net sales by business segment and geographic destination is as follows: Years Ended December 31 2018 2017 2016 Net sales: Refined products Distillates $ 2,686,833 $ 1,873,782 $ 1,471,912 Gasoline 320,168 280,891 270,243 Heavy fuel oil and asphalt 350,768 300,904 246,442 Total refined products $ 3,357,769 $ 2,455,577 $ 1,988,597 Natural gas 332,038 331,669 334,003 Materials handling 57,509 46,513 45,734 Other operations 23,817 21,237 21,664 Net sales $ 3,771,133 $ 2,854,996 $ 2,389,998 Net sales by Country: United States $ 3,480,744 $ 2,589,293 $ 2,193,566 Canada 290,389 265,703 196,432 Net sales $ 3,771,133 $ 2,854,996 $ 2,389,998 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Assets and Acquired and Liabilities Assumed | 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 The following table summarizes the fair values of the assets acquired and liabilities assumed: Derivative assets $ 22,678 Other current assets and prepaids 2,168 Intangibles and other 6,539 Natural gas transportation assets 8,040 Total identifiable assets acquired 39,425 Accrued liabilities (219 ) Derivative liabilities (15,007 ) Natural gas transportation liabilities (2,396 ) Net identifiable assets acquired 21,803 Goodwill 7,262 Net assets acquired $ 29,065 The following table summarizes the 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 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: Inventories $ 3,220 Derivative assets and other 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 |
Summary of Business Combination Pro Forma Information | Following is the unaudited pro forma consolidated net sales and net income as if the businesses acquired during the year ended December 31, 2017 had been included in the consolidated results of the Partnership for the twelve months ended December 31, 2017 and 2016: Years Ended December 31, 2017 2016 Net sales $ 2,957,205 $ 2,590,663 Net income 29,431 4,216 Limited partners’ interest in net income 25,438 2,474 Net income per limited partner common unit-basic 1.15 0.12 Net income per limited partner common unit-diluted 1.13 0.11 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss, Net of Tax (Tables) | 12 Months Ended |
Dec. 31, 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: As of December 31, 2018 2017 Fair value of interest rate swaps, net of tax $ 176 $ 2,588 Cumulative foreign currency translation adjustment (11,698 ) (11,458 ) Accumulated other comprehensive loss, net of tax $ (11,522 ) $ (8,870 ) |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | As of December 31, 2018 2017 Accounts receivable, trade $ 262,912 $ 310,800 Less allowance for doubtful accounts (2,066 ) (2,014 ) Net accounts receivable, trade 260,846 308,786 Accounts receivable, other 9,062 7,827 Accounts receivable, net $ 269,908 $ 316,613 |
Reconciliation of Beginning and Ending Amount of Allowance for Doubtful Accounts | A reconciliation of the beginning and ending amount of allowance for doubtful accounts follows: Balance at Beginning of Period Charged to Expense Charged (to) from Another Account (Deductions) Balance at End of Period Balance, December 31, 2018: Allowance for doubtful accounts $ 2,014 $ 1,598 $ 8 $ (1,554 ) $ 2,066 Allowance for notes receivable 531 — (8 ) (215 ) 308 Total $ 2,545 $ 1,598 $ — $ (1,769 ) $ 2,374 Balance, December 31, 2017: Allowance for doubtful accounts $ 4,282 $ (207 ) $ 11 $ (2,072 ) $ 2,014 Allowance for notes receivable 641 — (11 ) (99 ) 531 Total $ 4,923 $ (207 ) $ — $ (2,171 ) $ 2,545 Balance, December 31, 2016: Allowance for doubtful accounts $ 4,139 $ 230 $ 20 $ (107 ) $ 4,282 Allowance for notes receivable 1,401 — (20 ) (740 ) 641 Total $ 5,540 $ 230 $ — $ (847 ) $ 4,923 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | As of December 31, 2018 2017 Petroleum and related products $ 253,385 $ 329,712 Coal 2,566 3,712 Natural gas 3,617 2,435 Inventories $ 259,568 $ 335,859 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | As of December 31, 2018 2017 Margin deposits with brokers $ 827 $ 29,321 Prepaid software & fees 5,627 7,200 Natural gas transportation — 1,056 Other 2,434 2,369 Other current assets $ 8,888 $ 39,946 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | As of December 31, 2018 2017 Plant, machinery, furniture and fixtures $ 416,398 $ 401,092 Building and leasehold improvements 19,159 18,631 Land and land improvements 87,854 86,758 Construction in progress 9,308 6,580 Property, plant and equipment, gross 532,719 513,061 Less: accumulated depreciation (182,873 ) (163,002 ) Property, plant and equipment, net $ 349,846 $ 350,059 |
Schedule of Property, Plant and Equipment Include Amounts for Capital Leases | Property, plant and equipment include the following amounts under capital leases: As of December 31, 2018 2017 Plant, machinery, furniture and fixtures $ 21,231 $ 17,131 Building and leasehold improvements 962 962 Land and land improvements 251 251 Property, plant and equipment, gross 22,444 18,344 Less: accumulated amortization (9,849 ) (9,117 ) Property, plant and equipment, net $ 12,595 $ 9,227 |
Intangibles, Net (Tables)
Intangibles, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Useful Life and Amortization | As of December 31, 2018 Remaining Useful Life (Years) Gross Accumulated Amortization Net Customer relationships 3 - 24 $ 80,919 $ 26,582 $ 54,337 Non-compete agreements 1 - 4 11,189 6,102 5,087 Other 1 - 4 2,544 1,981 563 Intangible assets, net $ 94,652 $ 34,665 $ 59,987 As of December 31, 2017 Remaining Useful Life (Years) Gross Accumulated Amortization Net Customer relationships 1 - 25 $ 84,219 $ 21,595 $ 62,624 Non-compete agreements 2 - 5 13,587 5,317 8,270 Other 1 - 5 2,500 1,503 997 Intangible assets, net $ 100,306 $ 28,415 $ 71,891 |
Other Assets, Net (Tables)
Other Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets, Net | As of December 31, 2018 2017 Deferred debt issuance costs, net $ 8,335 $ 11,625 Natural gas transportation, long-term portion — 37 Other 359 356 Other assets, net $ 8,694 $ 12,018 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | As of December 31, 2018 2017 Margin deposits from brokers $ 28,529 $ — Customer prepayments and deposits 9,846 8,178 Accrued product taxes 9,830 9,783 Accrued product costs 6,310 11,517 Other 11,444 19,560 Other current liabilities $ 65,959 $ 49,038 |
Credit Agreement (Tables)
Credit Agreement (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Credit Agreements | As of December 31, 2018 2017 Working capital facilities $ 284,998 $ 341,850 Acquisition facility 376,100 383,500 Total credit agreement 661,098 725,350 Less: current portion of working capital facilities (154,318 ) (275,613 ) Total long-term portion $ 506,780 $ 449,737 |
Other Obligations (Tables)
Other Obligations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Liabilities | As of December 31, 2018 2017 Deferred consideration $ 21,779 $ 23,966 Contingent consideration 6,532 7,855 Port Authority terminal obligations 6,365 7,056 Asset retirement obligation 3,481 3,789 Postretirement benefits 2,160 2,412 Other 6,138 4,547 Other obligations, long-term portion $ 46,455 $ 49,625 |
Summary of Deferred Consideration | Deferred consideration obligation maturities for each of the next five years and thereafter as of December 31, 2018 are as follow: 2019 $ 3,818 2020 3,818 2021 3,818 2022 3,818 2023 3,818 Thereafter 12,730 Total 31,820 Less amount representing interest (7,854 ) Present value of payments 23,966 Less current portion (2,187 ) Deferred consideration, long-term portion $ 21,779 |
Schedule of Change in Asset Retirement Obligation | The changes in the ARO are as follows: Years Ended December 31, 2018 2017 ARO - beginning of period $ 4,490 $ — Accrue fair value of ARO — 3,662 Change in estimates (139 ) 785 Accretion expense 92 63 Retirement of ARO (462 ) (20 ) ARO - end of period 3,981 4,490 Less current portion (500 ) (701 ) ARO - long-term $ 3,481 $ 3,789 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision (Benefit) Attributable to Operations | The income tax provision (benefit) attributable to operations is summarized as follows: Years Ended December 31, 2018 2017 2016 Current U.S. Federal income tax $ 118 $ 120 $ 229 State and local income tax 95 231 1,199 Foreign income taxes 4,742 2,614 293 Total current income tax provision 4,955 2,965 1,721 Deferred U.S. Federal income tax 5 3 (9 ) State and local income tax 567 (188 ) (388 ) Foreign income taxes (495 ) 1,042 784 Total deferred income tax provision 77 857 387 Total income tax provision $ 5,032 $ 3,822 $ 2,108 |
Components of Income (Loss) Before Income Taxes and Equity in Net Loss of Foreign Affiliate | U.S. and international components of income before income taxes were as follows: Years Ended December 31, 2018 2017 2016 United States $ 69,283 $ 18,517 $ 8,385 Foreign 15,568 14,802 3,889 Total income before income taxes $ 84,851 $ 33,319 $ 12,274 |
Schedule of Reconciliations of Statutory U.S. Federal Income Tax to Effective Income Tax for Operations | Reconciliations of the statutory U.S. federal income tax to the effective income tax for operations are as follows: Years Ended December 31, 2018 2017 2016 Statutory U.S. Federal income tax $ 17,819 $ 11,661 $ 4,296 Partnership income not subject to tax (14,427 ) (6,360 ) (2,691 ) State and local income taxes, net of federal tax 662 46 787 Foreign earnings taxed at higher (lower) rates 978 (1,525 ) (284 ) Total income tax provision $ 5,032 $ 3,822 $ 2,108 |
Schedule of Components of Deferred Tax Assets (Liabilities) | The components of the deferred tax assets (liabilities) were as follows: As of December 31, 2018 2017 Deferred tax assets (liabilities) Depreciation and amortization (17,845 ) (18,065 ) Other differences, net 545 908 Valuation allowance (466 ) (466 ) Net deferred tax liabilities $ (17,766 ) $ (17,623 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Summary of Financial Information for Partnership's Reportable Segments | Summarized financial information for the Partnership’s reportable segments is presented in the table below: Years Ended December 31, 2018 2017 2016 Net sales: Refined products $ 3,357,769 $ 2,455,577 $ 1,988,597 Natural gas 332,038 331,669 334,003 Materials handling 57,509 46,513 45,734 Other operations 23,817 21,237 21,664 Net sales $ 3,771,133 $ 2,854,996 $ 2,389,998 Adjusted gross margin (1): Refined products $ 150,965 $ 142,467 $ 142,581 Natural gas 57,875 65,060 62,435 Materials handling 57,515 46,512 45,712 Other operations 7,319 7,658 8,545 Adjusted gross margin 273,674 261,697 259,273 Reconciliation to operating income (2): Add(deduct): Change in unrealized gain on inventory (3) 32,960 (124 ) (31,304 ) Change in unrealized value on prepaid forward contract (4) — 1,076 1,552 Change in unrealized value on natural gas transportation contracts (5) 19,114 (10,441 ) (18,612 ) Operating costs and expenses not allocated to operating segments: Operating expenses (88,659 ) (72,284 ) (65,882 ) Selling, general and administrative (80,799 ) (87,582 ) (84,257 ) Depreciation and amortization (33,378 ) (28,125 ) (21,237 ) Operating income 122,912 64,217 39,533 Other income (expense) 293 108 (114 ) Interest income 577 339 388 Interest expense (38,931 ) (31,345 ) (27,533 ) Income tax provision (5,032 ) (3,822 ) (2,108 ) Net income $ 79,819 $ 29,497 $ 10,166 (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 gains and losses with regard to refined products and natural gas inventory, prepaid forward contracts 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 adjustment related to unrealized gain on inventory which is not included in net income (loss), represents the estimated difference between the inventory valued at lower of cost or net realizable value as compared to market values. 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 (gains) with respect to the derivatives that are included in net income (loss). (4) Represents the Partnership’s estimate of the change in fair value of the prepaid forward contracts which are not recorded in net income (loss) 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 (loss). 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 in value. (5) Represents the Partnership’s estimate of the change in fair value of the natural gas transportation contracts which are not recorded in net income (loss) until the transportation is utilized in the future (i.e., when natural gas is delivered to the customer), as these contracts are executory contracts that 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 gains (losses). |
Summary of Changes in Carrying Amount of Goodwill by Segment | Changes in the carrying amount of goodwill by segment were as follows: As of December 31, 2016 Activity (1) As of December 31, 2017 Activity As of December 31, 2018 Refined products $ 36,550 $ 34,895 $ 71,445 $ — $ 71,445 Natural gas 25,888 9,592 35,480 — 35,480 Materials handling 6,896 — 6,896 — 6,896 Other 1,216 — 1,216 — 1,216 Total $ 70,550 $ 44,487 $ 115,037 $ — $ 115,037 (1) Reflects goodwill attributable to business acquisitions. See Note 3 - Business Combinations. |
Summary of Long-Lived Assets (Exclusive of Intangible and Other Assets, Net and Goodwill) Classified by Geographic Location | Long-lived assets (exclusive of intangible and other assets, net, and goodwill) classified by geographic location were as follows: As of December 31, 2018 2017 United States $ 277,405 $ 273,374 Canada 72,441 76,685 Total $ 349,846 $ 350,059 |
Financial Instruments and Off_2
Financial Instruments and Off-Balance Sheet Risk (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value, Financial Assets and Liabilities | The following table presents all financial assets and financial liabilities of the Partnership measured at fair value on a recurring basis: As of December 31, 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 $ 42,893 $ — $ 42,893 $ — Futures, swaps and options 120,258 120,231 27 — Commodity derivatives 163,151 120,231 42,920 — Interest rate swaps 2,629 — 2,629 — Currency swaps 2 — 2 — Total derivative assets $ 165,782 $ 120,231 $ 45,551 $ — Derivative liabilities: Commodity fixed forwards $ 21,036 $ — $ 21,036 $ — Futures, swaps and options 78,678 78,674 4 — Commodity derivatives 99,714 78,674 21,040 — Interest rate swaps 2,452 — 2,452 — Total derivative liabilities $ 102,166 $ 78,674 $ 23,492 $ — Contingent consideration $ 8,402 $ — $ — $ 8,402 As of December 31, 2017 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 $ 11,502 $ — $ 11,502 $ — Futures, 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 $ — Futures, 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 |
Offsetting Liabilities | Information related to these offsetting arrangements as of December 31, 2018 and 2017 is as follows: As of December 31, 2018 Gross Amount Not Offset in the Balance Sheet Net Amount Gross Amounts of Financial Instruments Cash Collateral Posted Commodity derivative assets $ 163,151 $ (82,837 ) $ (28,529 ) $ 51,785 Currency swap derivative assets 2,629 — — 2,629 Currency swaps 2 — — 2 Fair value of derivative assets $ 165,782 $ (82,837 ) $ (28,529 ) $ 54,416 Commodity derivative liabilities $ (99,714 ) $ 82,837 $ 20 $ (16,857 ) Interest rate swap derivative liabilities (2,452 ) — — (2,452 ) Fair value of derivative liabilities $ (102,166 ) $ 82,837 $ 20 $ (19,309 ) As of December 31, 2017 Gross Amount Not Offset in the Balance Sheet Net Amount Gross Amounts of Financial Instruments Cash Collateral Posted 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 ) |
Offsetting Assets | Information related to these offsetting arrangements as of December 31, 2018 and 2017 is as follows: As of December 31, 2018 Gross Amount Not Offset in the Balance Sheet Net Amount Gross Amounts of Financial Instruments Cash Collateral Posted Commodity derivative assets $ 163,151 $ (82,837 ) $ (28,529 ) $ 51,785 Currency swap derivative assets 2,629 — — 2,629 Currency swaps 2 — — 2 Fair value of derivative assets $ 165,782 $ (82,837 ) $ (28,529 ) $ 54,416 Commodity derivative liabilities $ (99,714 ) $ 82,837 $ 20 $ (16,857 ) Interest rate swap derivative liabilities (2,452 ) — — (2,452 ) Fair value of derivative liabilities $ (102,166 ) $ 82,837 $ 20 $ (19,309 ) As of December 31, 2017 Gross Amount Not Offset in the Balance Sheet Net Amount Gross Amounts of Financial Instruments Cash Collateral Posted 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 (Losses) and Gains 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): Years Ended December 31, 2018 2017 2016 Refined products contracts $ 54,616 $ 12,856 $ (25,316 ) Natural gas contracts (1,353 ) (1,555 ) 7,153 Total $ 53,263 $ 11,301 $ (18,163 ) |
Gross Volume of Commodity Derivative Instruments | The following table presents the gross volume of commodity derivative instruments outstanding for the periods indicated: As of December 31, 2018 As of December 31, 2017 Refined Products (Barrels) Natural Gas (MMBTUs) Refined Products (Barrels) Natural Gas (MMBTUs) Long contracts 8,796 132,030 9,255 133,532 Short contracts (12,379) (72,223) (13,487) (72,074) |
Schedule of Interest Rate Swaps Notional Amount | The Partnership's interest rate swap agreements outstanding as of December 31, 2018 were as follows: Interest Rate Swap Agreements 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 a Recurring Basis, Unobservable Input Reconciliation, | Changes in the contingent consideration liability measured at fair value on a recurring basis using unobservable inputs (Level 3) are as follows: Years Ended December 31, 2018 2017 Contingent consideration - beginning of period $ 9,725 $ — Accrued contingent consideration — 9,557 Payments (2,000 ) — Change in estimated fair value 677 168 Contingent consideration - end of period $ 8,402 $ 9,725 Less current portion (1,870 ) (1,870 ) Contingent consideration - long-term portion $ 6,532 $ 7,855 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Annual Payments for Operating Leases | The following table summarizes the future minimum payments for the following five fiscal years for operating lease obligations as of December 31, 2018 with non-cancellable lease terms of one year or more: 2019 $ 9,485 2020 5,816 2021 5,884 2022 2,943 2023 588 |
Equity and Equity-Based Compe_2
Equity and Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Partnership's Unit Awards Subject to Vesting | The following table presents a summary of the status of the Partnership’s phantom unit awards subject to vesting: 2018 Awards 2017 Awards 2016 Awards Units Weighted Average Grant Date Fair Value (per unit) Units Weighted Average Grant Date Fair Value (per unit) Units Weighted Average Grant Date Fair Value (per unit) Nonvested at December 31, 2017 — $ — 131,000 $ 26.96 163,900 $ 17.52 Granted 143,981 23.30 — — — — Forfeited (20,811 ) (23.30 ) (11,013 ) (26.95 ) (3,202 ) (17.52 ) Vested (end of performance period) — — — — (160,698 ) (17.52 ) Nonvested at December 31, 2018 123,170 $ 23.30 119,987 $ 26.96 — $ — |
Schedule of Changes in Partnership's Units | The following table provides information with respect to changes in the Partnership’s unit: Common Units Public Sprague Holdings Subordinated Units Balance as of December 31, 2015 8,977,378 2,034,378 10,071,970 Units issued in connection with employee bonus 161,018 — — Units issued in connection with performance-based awards 49,367 — — Director vested awards 9,824 — — Other awards 9,886 — — 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 employee bonus 8,840 — — Units issued in connection with performance-based awards 89,315 — — Units issued in connection with Carbo acquisition 1,131,551 — — Director vested awards 9,360 — — Balance as of December 31, 2017 10,446,539 12,106,348 — Units issued in connection with performance-based awards 174,397 — — Director vested awards 6,693 — — Balance as of December 31, 2018 10,627,629 12,106,348 — |
Earnings Per Unit (Tables)
Earnings Per Unit (Tables) | 12 Months Ended |
Dec. 31, 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. Years Ended December 31, 2018 2017 2016 Weighted average limited partner common units - basic 22,728,218 22,208,964 11,202,427 Dilutive effect of unvested phantom units 9,186 265,908 358,190 Weighted average limited partner common units - dilutive 22,737,404 22,474,872 11,560,617 |
Schedule of Partnership's Basic Earnings (Loss) Per Common and Subordinated Unit | The following tables provide a reconciliation of net income and the assumed allocation of net income to the limited partners’ interest for purposes of computing net income per unit during periods prior to the conversion of the subordinated units: Year Ended December 31, 2016 Common Subordinated IDR Total (in thousands, except per unit amounts) Net income $ 10,166 Distributions declared $ 24,998 $ 22,358 $ 1,742 $ 49,098 Assumed net income from operations after distributions (20,562 ) (18,370 ) — (38,932 ) Assumed net income to be allocated $ 4,436 $ 3,988 $ 1,742 $ 10,166 Income per unit - basic $ 0.40 $ 0.40 Income per unit - diluted $ 0.38 $ 0.40 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Data | Year Ended December 31, 2018 First Second Third Fourth Total (in thousands, except for per unit amounts) Net sales $ 1,331,148 $ 741,656 $ 618,455 $ 1,079,874 $ 3,771,133 Net income (loss) 74,921 (13,195 ) (18,434 ) 36,527 79,819 Limited partners' interest in net income (loss) 73,207 (15,250 ) (20,489 ) 34,472 71,940 Net income (loss) per limited partner unit: (1) Common-basic $ 3.22 $ (0.67 ) $ (0.90 ) $ 1.52 $ 3.17 Common-diluted $ 3.21 $ (0.67 ) $ (0.90 ) $ 1.51 $ 3.16 Year Ended December 31, 2017 First Second Third Fourth Total (in thousands, except for per unit amounts) Net sales $ 917,807 $ 513,626 $ 491,393 $ 932,170 $ 2,854,996 Net income (loss) 64,499 (7,792 ) (14,316 ) (12,894 ) 29,497 Limited partners' interest in net income (loss) 63,757 (8,646 ) (15,340 ) (14,267 ) 25,504 Net income (loss) per limited partner unit: (1) Common-basic $ 2.98 $ (0.39 ) $ (0.68 ) $ (0.63 ) $ 1.15 Common-diluted $ 2.94 $ (0.39 ) $ (0.68 ) $ (0.63 ) $ 1.13 (1) Quarterly net income (loss) per limited partner unit amounts are stand-alone calculations and may not be additive to full year amounts due to rounding and changes in outstanding units. |
Partnership Distributions (Tabl
Partnership Distributions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Cash Distributions Made to Limited Partners | The Partnership's partnership agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders will receive. Payments made in connection with DERs are recorded as a distribution. Cash distributions for the periods indicated were as follows: Cash Distributed For the Quarter Ended Distribution Date Per Unit Common Subordinated IDR DER Total December 31, 2016 February 14, 2017 $0.5775 $ 6,544 $ 5,817 $ 597 $ 802 $ 13,760 March 31, 2017 May 15, 2017 $0.5925 $ 13,357 $ — $ 742 $ — $ 14,099 June 30, 2017 August 11, 2017 $0.6075 $ 13,696 $ — $ 854 $ — $ 14,550 September 30, 2017 November 13, 2017 $0.6225 $ 14,039 $ — $ 1,024 $ — $ 15,063 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 June 30, 2018 August 10, 2018 $0.6675 $ 15,170 $ — $ 2,055 $ — $ 17,225 September 30, 2018 November 13, 2018 $0.6675 $ 15,175 $ — $ 2,055 $ — $ 17,230 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) | Feb. 16, 2017shares | Feb. 15, 2017$ / shares | Dec. 31, 2018USD ($)employeesegmentagreement$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Number of reporting operating segments | segment | 4 | ||||
Subordinated units, conversion ratio | 1 | 1 | |||
Revenue from contracts with customers, cash discounts | $ | $ 7,700,000 | $ 5,900,000 | $ 3,700,000 | ||
Payment terms | 30 days | ||||
Goodwill impairment | $ | $ 0 | ||||
Percentage of non-qualifying income | 10.00% | ||||
Unrealized gain (losses) on foreign currency | $ | $ 200,000 | $ 300,000 | $ 100,000 | ||
Revenue, performance obligation, description of timing | one year or less | ||||
General Partner | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Approximate number of employees | employee | 800 | ||||
Number agreement participants | employee | 60 | ||||
Collective-bargaining agreement, number of agreements | agreement | 5 | ||||
Collective-bargaining agreement, number of agreements expiring | agreement | 1 | ||||
Number of agreement participants on expiring contracts | employee | 6 | ||||
Kildair | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Collective-bargaining agreement, number of agreements expiring | agreement | 1 | ||||
Kildair | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Approximate number of employees | employee | 101 | ||||
Number of agreement participants on expiring contracts | employee | 37 | ||||
Incentive Distribution Rights | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Distribution made to limited partner, unit distribution, dilution per unit (in dollars per share) | $ / shares | $ 0.474375 | ||||
Incentive Distribution Rights | Maximum | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Percentage of economic interest in incentive distribution rights | 50.00% | ||||
Common Units | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Distribution made to limited partner, unit distribution, dilution per unit (in dollars per share) | $ / shares | $ 0.4125 | ||||
Performance-based Phantom Units | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Vesting period | 3 years | ||||
Performance-based Phantom Units | Maximum | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Percentage of phantom units granted | 200.00% | ||||
Performance-based Phantom Units | Minimum | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Percentage of phantom units granted | 0.00% | ||||
Phantom Units (TUR-based) | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Vesting period | 3 years | ||||
Percentage of phantom units granted | 195.50% | 200.00% | 200.00% | ||
Phantom Units (OCF-based) | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Vesting period | 3 years | ||||
Phantom Units (OCF-based) | Maximum | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Percentage of phantom units granted | 200.00% | ||||
Phantom Units (OCF-based) | Minimum | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Percentage of phantom units granted | 0.00% | ||||
Affiliated Entity | Common Stock | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Units, outstanding (in shares) | shares | 12,106,348 | ||||
Affiliated Entity | Subordinated Units | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Units, outstanding (in shares) | shares | 10,071,970 | ||||
Sprague Resources LP | Axel Johnson Inc. | Common Stock | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Limited liability company or limited partnership, members or limited partners, ownership interest | 53.00% | ||||
Pro Forma | Accounting Standards Update 2016-02 | |||||
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Operating lease, right-of-use asset | $ | $ 20,000,000 | ||||
Operating lease, liability | $ | $ 20,000,000 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property Plant and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Minimum | Furniture and Fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Minimum | Plant and Machinery | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Minimum | Building and Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Maximum | Furniture and Fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Maximum | Plant and Machinery | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Maximum | Building and Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 25 years |
Revenue - Disaggregation Of Rev
Revenue - Disaggregation Of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 3,771,133 | $ 2,854,996 | $ 2,389,998 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 3,480,744 | 2,589,293 | 2,193,566 |
Canada | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 290,389 | 265,703 | 196,432 |
Distillates | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,686,833 | 1,873,782 | 1,471,912 |
Gasoline | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 320,168 | 280,891 | 270,243 |
Heavy fuel oil and asphalt | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 350,768 | 300,904 | 246,442 |
Refined products | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 3,357,769 | 2,455,577 | 1,988,597 |
Natural gas | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 332,038 | 331,669 | 334,003 |
Materials handling | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 57,509 | 46,513 | 45,734 |
Other operations | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 23,817 | $ 21,237 | $ 21,664 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | ||
Customer prepayments and deposits | $ 9,846 | $ 8,178 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) bbl in Thousands, $ in Thousands | Oct. 01, 2017USD ($)asset | Apr. 18, 2017USD ($)bbl | Feb. 10, 2017USD ($)bbl | Feb. 01, 2017USD ($)pipeline_supplied_distillate_terminalbbldistillate_storage_facility | Feb. 01, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)employeeassetbusiness_acquisition | Dec. 31, 2016USD ($)business_acquisition |
Business Acquisition [Line Items] | ||||||||
Number of businesses acquisitions | business_acquisition | 5 | 1 | ||||||
Acquisition related costs | $ 3,000 | $ 100 | ||||||
Contingent consideration | $ 6,532 | 7,855 | ||||||
Deferred consideration to be transferred in an acquisition | 0 | 9,557 | $ 0 | |||||
Net income (loss) from acquired companies during the year | 142,800 | |||||||
Net sales from acquired companies during the year | $ (10,300) | |||||||
Coen Energy, LLC And Coen Transport, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Approximate number of employees | employee | 250 | |||||||
Consideration paid in acquisition | $ 35,300 | |||||||
Contingent consideration payable | $ 12,000 | |||||||
Contingent consideration, contingency period | 3 years | |||||||
Contingent consideration | $ 9,600 | $ 8,400 | $ 9,700 | |||||
Business acquisition, total consideration | 44,900 | |||||||
Partnership purchase of business | $ 32,029 | |||||||
Carbo Industries | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration paid in acquisition | $ 13,300 | |||||||
Business acquisition, total consideration | 72,000 | |||||||
Deferred consideration to be transferred in an acquisition | $ 38,200 | |||||||
Deferred consideration, payment term | 10 years | |||||||
Estimated net present value of deferred consideration to be transferred | $ 27,300 | |||||||
Value of equity issued in a business combination | $ 31,400 | |||||||
Terminal assets acquired, barrel capacity | bbl | 174 | |||||||
Partnership purchase of business | $ 55,326 | |||||||
Capital Terminal | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration paid in acquisition | $ 22,000 | |||||||
Distillate storage capacity acquired | bbl | 1,000 | |||||||
Global Natural Gas & Power | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration paid in acquisition | $ 16,300 | |||||||
Business acquisition, total consideration | 17,300 | |||||||
Partnership purchase of business | 13,367 | |||||||
Leonard E Belcher, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration paid in acquisition | 20,700 | |||||||
Business acquisition, total consideration | $ 20,000 | |||||||
Number of pipeline-supplied distillate terminals acquired | pipeline_supplied_distillate_terminal | 2 | |||||||
Number of distillate storage facilities acquired | distillate_storage_facility | 1 | |||||||
Distillate terminals and storage facility combine capacity, barrels | bbl | 283 | |||||||
Partnership purchase of business | $ 16,242 | |||||||
Santa Buckley Energy, Inc. (SBE) | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, total consideration | $ 29,100 | |||||||
Partnership purchase of business | 39,425 | |||||||
Santa Buckley Energy, Inc. (SBE) | Natural gas | ||||||||
Business Acquisition [Line Items] | ||||||||
Partnership purchase of business | $ 17,500 | |||||||
In-land Bulk Plan | Coen Energy, LLC And Coen Transport, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of assets acquired | asset | 4 | |||||||
Throughput Locations | Coen Energy, LLC And Coen Transport, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of assets acquired | asset | 2 | |||||||
Transportation Equipment | Coen Energy, LLC And Coen Transport, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of assets acquired | asset | 100 |
Business Combinations - Fair Va
Business Combinations - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 01, 2017 | Apr. 18, 2017 | Feb. 10, 2017 | Feb. 01, 2017 | Dec. 31, 2016 | Feb. 01, 2016 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 115,037 | $ 115,037 | $ 70,550 | |||||
Coen Energy, LLC And Coen Transport, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Inventories | $ 567 | |||||||
Other current assets and prepaids | 115 | |||||||
Property, plant and equipment | 12,972 | |||||||
Intangibles and other | 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 | |||||||
Carbo Industries | ||||||||
Business Acquisition [Line Items] | ||||||||
Inventories | $ 3,220 | |||||||
Derivative assets and other assets | 111 | |||||||
Property, plant and equipment | 22,995 | |||||||
Intangibles and other | 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 | |||||||
Capital Terminal | ||||||||
Business Acquisition [Line Items] | ||||||||
Property, plant and equipment | $ 21,960 | |||||||
Accrued liabilities | (22) | |||||||
Net assets acquired | $ 21,938 | |||||||
Global Natural Gas & Power | ||||||||
Business Acquisition [Line Items] | ||||||||
Inventories | $ 286 | |||||||
Derivative assets and other assets | 5,873 | |||||||
Natural gas transportation assets | 695 | |||||||
Derivative assets, long-term | 1,089 | |||||||
Natural gas transportation assets, long-term | 378 | |||||||
Intangibles and other | 5,046 | |||||||
Natural gas transportation assets | $ 1,100 | |||||||
Total identifiable assets acquired | 13,367 | |||||||
Derivative liabilities | (4,865) | |||||||
Natural gas transportation liabilities | (465) | |||||||
Derivative liabilities | (1,214) | |||||||
Natural gas transportation liabilities, long-term | (162) | |||||||
Net identifiable assets acquired | 6,661 | |||||||
Goodwill | 9,592 | |||||||
Net assets acquired | 16,253 | |||||||
Leonard E Belcher, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Inventories | 632 | |||||||
Derivative assets and other assets | 658 | |||||||
Property, plant and equipment | 9,152 | |||||||
Intangibles and other | 5,800 | |||||||
Total identifiable assets acquired | 16,242 | |||||||
Derivative liabilities | (680) | |||||||
Net identifiable assets acquired | 15,562 | |||||||
Goodwill | 5,081 | |||||||
Net assets acquired | $ 20,643 | |||||||
Santa Buckley Energy, Inc. (SBE) | ||||||||
Business Acquisition [Line Items] | ||||||||
Other current assets and prepaids | $ 2,168 | |||||||
Derivative assets | 22,678 | |||||||
Intangibles and other | 6,539 | |||||||
Natural gas transportation assets | $ 8,000 | 8,040 | ||||||
Total identifiable assets acquired | 39,425 | |||||||
Accrued liabilities | (219) | |||||||
Derivative liabilities | (15,007) | |||||||
Natural gas transportation liabilities, long-term | (2,396) | |||||||
Net identifiable assets acquired | 21,803 | |||||||
Goodwill | 7,262 | |||||||
Net assets acquired | $ 29,065 |
Business Combinations - Summary
Business Combinations - Summary of Proforma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Net sales | $ 2,957,205 | $ 2,590,663 |
Net income | $ 29,431 | $ 4,216 |
Net income per limited partner common unit-basic (in dollars per share) | $ 1.15 | $ 0.12 |
Net income per limited partner common unit-diluted (in dollars per share) | $ 1.13 | $ 0.11 |
Limited Partner | ||
Business Acquisition [Line Items] | ||
Net income | $ 25,438 | $ 2,474 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss, Net of Tax - Schedule of Accumulated Other Comprehensive Loss, Net of Tax (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Partners' capital | $ 136,976 | $ 131,834 | $ 125,437 | $ 157,485 |
AOCI Attributable to Parent | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Partners' capital | (11,522) | (8,870) | $ (10,783) | $ (11,639) |
Accumulated Foreign Currency Adjustment Attributable to Parent | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Partners' capital | (11,698) | (11,458) | ||
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Partners' capital | $ 176 | $ 2,588 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivable, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Accounts receivable, trade | $ 262,912 | $ 310,800 |
Less allowance for doubtful accounts | (2,066) | (2,014) |
Net accounts receivable, trade | 260,846 | 308,786 |
Accounts receivable, other | 9,062 | 7,827 |
Accounts receivable, net | $ 269,908 | $ 316,613 |
Accounts Receivable, Net - Addi
Accounts Receivable, Net - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Unbilled accounts receivable | $ 50.5 | $ 81.6 |
Accounts Receivable, Net - Reco
Accounts Receivable, Net - Reconciliation of Beginning and Ending Amount of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at Beginning of Period | $ 2,545 | $ 4,923 | $ 5,540 |
Charged to Expense | 1,598 | (207) | 230 |
Charged (to) from Another Account | 0 | 0 | 0 |
(Deductions) | (1,769) | (2,171) | (847) |
Balance at End of Period | 2,374 | 2,545 | 4,923 |
Allowance for doubtful accounts | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at Beginning of Period | 2,014 | 4,282 | 4,139 |
Charged to Expense | 1,598 | (207) | 230 |
Charged (to) from Another Account | 8 | 11 | 20 |
(Deductions) | (1,554) | (2,072) | (107) |
Balance at End of Period | 2,066 | 2,014 | 4,282 |
Allowance for notes receivable | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at Beginning of Period | 531 | 641 | 1,401 |
Charged to Expense | 0 | 0 | 0 |
Charged (to) from Another Account | (8) | (11) | (20) |
(Deductions) | (215) | (99) | (740) |
Balance at End of Period | $ 308 | $ 531 | $ 641 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Inventories | $ 259,568 | $ 335,859 |
Petroleum and related products | ||
Inventory [Line Items] | ||
Inventories | 253,385 | 329,712 |
Coal | ||
Inventory [Line Items] | ||
Inventories | 2,566 | 3,712 |
Natural gas | ||
Inventory [Line Items] | ||
Inventories | $ 3,617 | $ 2,435 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Petroleum, Natural Gas and Asphalt Inventory | |||
Public Utilities, Inventory [Line Items] | |||
Provision for inventory write-down | $ 24.3 | $ 0.4 | $ 1.7 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Margin deposits with brokers | $ 827 | $ 29,321 |
Prepaid software & fees | 5,627 | 7,200 |
Natural gas transportation | 0 | 1,056 |
Other | 2,434 | 2,369 |
Other current assets | $ 8,888 | $ 39,946 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 532,719 | $ 513,061 |
Less: accumulated depreciation | (182,873) | (163,002) |
Property, plant and equipment, net | 349,846 | 350,059 |
Plant, machinery, furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 416,398 | 401,092 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 19,159 | 18,631 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 87,854 | 86,758 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 9,308 | $ 6,580 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 21.5 | $ 18.3 | $ 16 |
Amortization expense on capital leased assets | $ 1.5 | $ 1.6 | $ 1.5 |
Property, Plant and Equipment_5
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment Include Amounts for Capital Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 22,444 | $ 18,344 |
Less: accumulated amortization | (9,849) | (9,117) |
Property, plant and equipment, net | 12,595 | 9,227 |
Plant, machinery, furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 21,231 | 17,131 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 962 | 962 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 251 | $ 251 |
Intangibles, Net - Schedule of
Intangibles, Net - Schedule of Intangible Assets Useful Life and Amortization (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 94,652 | $ 100,306 |
Accumulated Amortization | 34,665 | 28,415 |
Net | 59,987 | 71,891 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 80,919 | 84,219 |
Accumulated Amortization | 26,582 | 21,595 |
Net | 54,337 | 62,624 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 11,189 | 13,587 |
Accumulated Amortization | 6,102 | 5,317 |
Net | 5,087 | 8,270 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2,544 | 2,500 |
Accumulated Amortization | 1,981 | 1,503 |
Net | $ 563 | $ 997 |
Minimum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 3 years | 1 year |
Minimum | Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 1 year | 2 years |
Minimum | Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 1 year | 1 year |
Maximum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 24 years | 25 years |
Maximum | Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 4 years | 5 years |
Maximum | Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 4 years | 5 years |
Intangibles, Net - Additional I
Intangibles, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, amortization expense | $ 11.9 | $ 9.8 | $ 5.2 |
Intangible assets acquired | 58.2 | ||
Estimated future annual amortization expense of intangible assets, 2019 | 10.3 | ||
Estimated future annual amortization expense of intangible assets, 2020 | 8.7 | ||
Estimated future annual amortization expense of intangible assets, 2021 | 7.2 | ||
Estimated future annual amortization expense of intangible assets, 2022 | 5.8 | ||
Estimated future annual amortization expense of intangible assets, 2023 | $ 4.8 | ||
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | 47.9 | ||
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | 9.5 | ||
Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | $ 0.8 |
Other Assets, Net - Schedule of
Other Assets, Net - Schedule of Other Assets, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred debt issuance costs, net | $ 8,335 | $ 11,625 |
Natural gas transportation, long-term portion | 0 | 37 |
Other | 359 | 356 |
Other assets, net | $ 8,694 | $ 12,018 |
Other Assets, Net - Additional
Other Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 01, 2016 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Amortization expense related to deferred debt issuance costs | $ 3,500 | $ 5,200 | $ 4,000 | |
Write-off of debt issuance costs | 1,600 | |||
Cost of products sold of natural gas transportation assets | 3,445,385 | 2,602,788 | 2,179,089 | |
Natural gas | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Provision for inventory write-down | 300 | 1,600 | ||
Global Natural Gas & Power | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Natural gas transportation assets | 1,100 | |||
Natural gas transportation liabilities | 600 | |||
Santa Buckley Energy, Inc. (SBE) | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Natural gas transportation assets | 8,000 | $ 8,040 | ||
Natural gas transportation liabilities | 2,400 | |||
Product | Natural gas | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Cost of products sold of natural gas transportation assets | $ 500 | $ 1,800 | $ 6,500 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Margin deposits from brokers | $ 28,529 | $ 0 |
Customer prepayments and deposits | 9,846 | 8,178 |
Accrued product taxes | 9,830 | 9,783 |
Accrued product costs | 6,310 | 11,517 |
Other | 11,444 | 19,560 |
Other current liabilities | $ 65,959 | $ 49,038 |
Credit Agreement - Schedule of
Credit Agreement - Schedule of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||
Credit Agreements | $ 661,098 | $ 725,350 |
Less: current portion of working capital facilities | (154,318) | (275,613) |
Total long-term portion | 506,780 | 449,737 |
Working capital facilities | ||
Line of Credit Facility [Line Items] | ||
Credit Agreements | 284,998 | 341,850 |
Total long-term portion | 130,680 | 66,237 |
Acquisition facility | ||
Line of Credit Facility [Line Items] | ||
Credit Agreements | 376,100 | 383,500 |
Total long-term portion | $ 376,100 | $ 383,500 |
Credit Agreement - Additional I
Credit Agreement - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Working capital facilities | U.S. dollar | Federal Funds Rate | ||
Debt Instrument [Line Items] | ||
Debt instruments, interest rate | 0.50% | |
Working capital facilities | U.S. dollar | Eurocurrency Rate | ||
Debt Instrument [Line Items] | ||
Debt instruments, interest rate | 1.00% | |
Working capital facilities | Canadian Dollars | Eurocurrency Rate | ||
Debt Instrument [Line Items] | ||
Debt instruments, interest rate | 1.00% | |
Working capital facilities | Debt Instrument Amended And Restated | ||
Debt Instrument [Line Items] | ||
Line of credit facility, accordion feature, increase limit | $ 250,000,000 | |
Multicurrency Working Capital | Debt Instrument Amended And Restated | ||
Debt Instrument [Line Items] | ||
Line of credit facility, accordion feature, increase limit | 220,000,000 | |
Working Capital And Multicurrency Facility | Debt Instrument Amended And Restated | ||
Debt Instrument [Line Items] | ||
Line of credit facility, accordion feature, increase limit | $ 270,000,000 | |
Revolving Credit Agreement | ||
Debt Instrument [Line Items] | ||
Debt instruments, weighted average interest rate | 5.30% | 4.20% |
Revolving Credit Agreement | One Month London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Variable interest rate periods | 1 month | |
Revolving Credit Agreement | Two Month London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Variable interest rate periods | 2 months | |
Revolving Credit Agreement | Three Month London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Variable interest rate periods | 3 months | |
Revolving Credit Agreement | Six Month London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Variable interest rate periods | 6 months | |
Revolving Credit Agreement | Debt Instrument Amended And Restated | ||
Debt Instrument [Line Items] | ||
Line of credit facility, accordion feature, increase limit | $ 200,000,000 | |
Revolving Credit Agreement | Working capital facilities | ||
Debt Instrument [Line Items] | ||
Working capital facilities, borrowing base | 512,400,000 | $ 623,200,000 |
Letters of credit outstanding | 65,500,000 | $ 72,300,000 |
Excess availability under credit agreement | 161,900,000 | |
Revolving Credit Agreement | Working capital facilities | Debt Instrument Amended And Restated | ||
Debt Instrument [Line Items] | ||
Debt instruments, borrowing capacity | 950,000,000 | |
Revolving Credit Agreement | Acquisition facility | ||
Debt Instrument [Line Items] | ||
Excess availability under credit agreement | 173,900,000 | |
Revolving Credit Agreement | Acquisition facility | Debt Instrument Amended And Restated | ||
Debt Instrument [Line Items] | ||
Debt instruments, borrowing capacity | 550,000,000 | |
Kildair | Revolving Credit Agreement | Working capital facilities | Debt Instrument Amended And Restated | ||
Debt Instrument [Line Items] | ||
Debt instruments, borrowing capacity | $ 100,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - General Partner - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Reimbursement of employees related benefits expenses and other costs | $ 111.8 | $ 97.3 | $ 90.3 |
Due to general partners | $ 9.8 | $ 12.9 |
Other Obligations - Schedule of
Other Obligations - Schedule of Other Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Deferred consideration | $ 21,779 | $ 23,966 |
Contingent consideration | 6,532 | 7,855 |
Port Authority terminal obligations | 6,365 | 7,056 |
Asset retirement obligation | 3,481 | 3,789 |
Postretirement benefits | 2,160 | 2,412 |
Other | 6,138 | 4,547 |
Other obligations, long-term portion | $ 46,455 | $ 49,625 |
Other Obligations - Additional
Other Obligations - Additional Information (Detail) $ in Thousands | Oct. 01, 2017USD ($) | Apr. 18, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||||
Deferred consideration to be transferred in an acquisition | $ 0 | $ 9,557 | $ 0 | ||
Current portion of deferred compensation due in a business acquisition | 2,187 | ||||
Contingent consideration | 6,532 | 7,855 | |||
Short-term obligations | 600 | 600 | |||
Carbo Industries | |||||
Business Acquisition [Line Items] | |||||
Deferred consideration to be transferred in an acquisition | $ 38,200 | ||||
Deferred consideration, monthly installments | $ 300 | ||||
Deferred consideration, payment term | 10 years | ||||
Estimated net present value of deferred consideration to be transferred | $ 27,300 | ||||
Coen Energy, LLC And Coen Transport, LLC | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration payable | $ 12,000 | ||||
Contingent consideration, contingency period | 3 years | ||||
Contingent consideration | $ 9,600 | 8,400 | $ 9,700 | ||
Contingent consideration, current | $ 1,900 | ||||
Discount rate | Carbo Industries | |||||
Business Acquisition [Line Items] | |||||
Discount rate to determine fair value | 0.071 |
Other Obligations - Summary of
Other Obligations - Summary of Deferred Consideration Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||
2019 | $ 3,818 | |
2020 | 3,818 | |
2021 | 3,818 | |
2022 | 3,818 | |
2023 | 3,818 | |
Thereafter | 12,730 | |
Total | 31,820 | |
Less amount representing interest | (7,854) | |
Present value of payments | 23,966 | |
Less current portion | (2,187) | |
Deferred consideration | $ 21,779 | $ 23,966 |
Other Obligations - Summary o_2
Other Obligations - Summary of Change in Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
ARO - beginning of period | $ 4,490 | $ 0 |
Accrue fair value of ARO | 0 | 3,662 |
Change in estimates | (139) | 785 |
Accretion expense | 92 | 63 |
Retirement of ARO | (462) | (20) |
ARO - end of period | 3,981 | 4,490 |
Asset retirement obligation, current | (500) | (701) |
Asset retirement obligations, noncurrent | $ 3,481 | $ 3,789 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Benefit) Attributable to Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current | |||
U.S. Federal income tax | $ 118 | $ 120 | $ 229 |
State and local income tax | 95 | 231 | 1,199 |
Foreign income taxes | 4,742 | 2,614 | 293 |
Total current income tax provision | 4,955 | 2,965 | 1,721 |
Deferred | |||
U.S. Federal income tax | 5 | 3 | (9) |
State and local income tax | 567 | (188) | (388) |
Foreign income taxes | (495) | 1,042 | 784 |
Total deferred income tax provision | 77 | 857 | 387 |
Total income tax provision | $ 5,032 | $ 3,822 | $ 2,108 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Income Taxes and Equity in Net Loss of Foreign Affiliate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 69,283 | $ 18,517 | $ 8,385 |
Foreign | 15,568 | 14,802 | 3,889 |
Income before income taxes | $ 84,851 | $ 33,319 | $ 12,274 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliations of Statutory U.S. Federal Income Tax to Effective Income Tax for Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Statutory U.S. Federal income tax | $ 17,819 | $ 11,661 | $ 4,296 |
Partnership income not subject to tax | (14,427) | (6,360) | (2,691) |
State and local income taxes, net of federal tax | 662 | 46 | 787 |
Foreign earnings taxed at higher (lower) rates | 978 | (1,525) | (284) |
Total income tax provision | $ 5,032 | $ 3,822 | $ 2,108 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets (liabilities) | ||
Depreciation and amortization | $ (17,845) | $ (18,065) |
Other differences, net | 545 | 908 |
Valuation allowance | (466) | (466) |
Net deferred tax liabilities | $ (17,766) | $ (17,623) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - Canada - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2016 |
Income Taxes [Line Items] | ||
Foreign net operating loss carryforwards | $ 7 | |
Accumulated earnings subject to deferred withholding tax | $ 41.2 | |
Unrecognized deferred withholding tax liability | $ 10.3 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Postemployment Benefits [Abstract] | |||
Pension cost | $ 1.1 | $ 1.1 | $ 1 |
Defined contribution plan, Partnership contributions | 5.4 | 5 | 4.5 |
Expenses related to other postretirement benefits | $ 0.3 | $ 0.3 | $ 0.3 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)segmentoperating_unit | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of reporting segments | segment | 4 | ||||||||||
Foreign sales | $ 1,079,874 | $ 618,455 | $ 741,656 | $ 1,331,148 | $ 932,170 | $ 491,393 | $ 513,626 | $ 917,807 | $ 3,771,133 | $ 2,854,996 | $ 2,389,998 |
Assets | 1,245,240 | $ 1,362,985 | 1,245,240 | 1,362,985 | |||||||
Canada | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Foreign sales | $ 290,400 | 265,700 | 196,400 | ||||||||
Refined products | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of operating units | operating_unit | 3 | ||||||||||
Foreign sales | $ 3,357,769 | 2,455,577 | 1,988,597 | ||||||||
Natural gas | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of operating units | operating_unit | 1 | ||||||||||
Foreign sales | $ 332,038 | 331,669 | 334,003 | ||||||||
Assets | $ 0 | $ 0 | |||||||||
Materials handling | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of operating units | operating_unit | 2 | ||||||||||
Foreign sales | $ 57,509 | 46,513 | 45,734 | ||||||||
Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of operating units | operating_unit | 2 | ||||||||||
Foreign sales | $ 23,817 | $ 21,237 | $ 21,664 |
Segment Reporting - Summary of
Segment Reporting - Summary of Financial Information for Partnership's Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net Sales | |||||||||||
Net sales | $ 1,079,874 | $ 618,455 | $ 741,656 | $ 1,331,148 | $ 932,170 | $ 491,393 | $ 513,626 | $ 917,807 | $ 3,771,133 | $ 2,854,996 | $ 2,389,998 |
Adjusted gross margin: | |||||||||||
Adjusted gross margin | 273,674 | 261,697 | 259,273 | ||||||||
Operating costs and expenses not allocated to operating segments: | |||||||||||
Operating expenses | 88,659 | 72,284 | 65,882 | ||||||||
Selling, general and administrative | 80,799 | 87,582 | 84,257 | ||||||||
Depreciation and amortization | 33,378 | 28,125 | 21,237 | ||||||||
Operating income | 122,912 | 64,217 | 39,533 | ||||||||
Other income (expense) | 293 | 108 | (114) | ||||||||
Interest income | 577 | 339 | 388 | ||||||||
Interest expense | (38,931) | (31,345) | (27,533) | ||||||||
Income tax provision | (5,032) | (3,822) | (2,108) | ||||||||
Net income | $ 36,527 | $ (18,434) | $ (13,195) | $ 74,921 | $ (12,894) | $ (14,316) | $ (7,792) | $ 64,499 | 79,819 | 29,497 | 10,166 |
Refined products | |||||||||||
Net Sales | |||||||||||
Net sales | 3,357,769 | 2,455,577 | 1,988,597 | ||||||||
Adjusted gross margin: | |||||||||||
Adjusted gross margin | 150,965 | 142,467 | 142,581 | ||||||||
Natural gas | |||||||||||
Net Sales | |||||||||||
Net sales | 332,038 | 331,669 | 334,003 | ||||||||
Adjusted gross margin: | |||||||||||
Adjusted gross margin | 57,875 | 65,060 | 62,435 | ||||||||
Materials handling | |||||||||||
Net Sales | |||||||||||
Net sales | 57,509 | 46,513 | 45,734 | ||||||||
Adjusted gross margin: | |||||||||||
Adjusted gross margin | 57,515 | 46,512 | 45,712 | ||||||||
Other | |||||||||||
Net Sales | |||||||||||
Net sales | 23,817 | 21,237 | 21,664 | ||||||||
Adjusted gross margin: | |||||||||||
Adjusted gross margin | 7,319 | 7,658 | 8,545 | ||||||||
Segment Reconciling Items | |||||||||||
Reconciliation to operating income: | |||||||||||
Add: unrealized gain (loss) on inventory derivatives | 32,960 | (124) | (31,304) | ||||||||
Add: unrealized gas (loss) on prepaid forward contract derivatives | 0 | 1,076 | 1,552 | ||||||||
Add: unrealized gain (loss) on natural gas transportation contracts | 19,114 | (10,441) | (18,612) | ||||||||
Operating costs and expenses not allocated to operating segments: | |||||||||||
Operating expenses | (88,659) | (72,284) | (65,882) | ||||||||
Selling, general and administrative | (80,799) | (87,582) | (84,257) | ||||||||
Depreciation and amortization | $ (33,378) | $ (28,125) | $ (21,237) |
Segment Reporting - Summary o_2
Segment Reporting - Summary of Changes in Carrying Amount of Goodwill by Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | $ 115,037 | $ 70,550 |
Goodwill, activity | 0 | 44,487 |
Goodwill, Ending Balance | 115,037 | 115,037 |
Refined products | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 71,445 | 36,550 |
Goodwill, activity | 0 | 34,895 |
Goodwill, Ending Balance | 71,445 | 71,445 |
Natural gas | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 35,480 | 25,888 |
Goodwill, activity | 0 | 9,592 |
Goodwill, Ending Balance | 35,480 | 35,480 |
Materials handling | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 6,896 | 6,896 |
Goodwill, activity | 0 | 0 |
Goodwill, Ending Balance | 6,896 | 6,896 |
Other | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 1,216 | 1,216 |
Goodwill, activity | 0 | 0 |
Goodwill, Ending Balance | $ 1,216 | $ 1,216 |
Segment Reporting - Summary o_3
Segment Reporting - Summary of Long-Lived Assets (Exclusive of Intangible and Other Assets, Net and Goodwill) Classified by Geographic Location (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 349,846 | $ 350,059 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 277,405 | 273,374 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 72,441 | $ 76,685 |
Financial Instruments and Off_3
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 | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative liabilities: | ||
Contingent consideration | $ 6,532 | $ 7,855 |
Quoted Prices in Active Markets Level 1 | ||
Derivative assets: | ||
Financial assets | 120,231 | 100,613 |
Derivative liabilities: | ||
Financial liabilities | 78,674 | 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 | Futures, swaps and options | ||
Derivative assets: | ||
Financial assets | 120,231 | 100,613 |
Derivative liabilities: | ||
Financial liabilities | 78,674 | 103,654 |
Quoted Prices in Active Markets Level 1 | Commodity derivatives | ||
Derivative assets: | ||
Financial assets | 120,231 | 100,613 |
Derivative liabilities: | ||
Financial liabilities | 78,674 | 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 | Currency swaps | ||
Derivative assets: | ||
Financial assets | 0 | |
Significant Other Observable Inputs Level 2 | ||
Derivative assets: | ||
Financial assets | 45,551 | 14,134 |
Derivative liabilities: | ||
Financial liabilities | 23,492 | 61,374 |
Contingent consideration | 0 | 0 |
Significant Other Observable Inputs Level 2 | Commodity fixed forwards | ||
Derivative assets: | ||
Financial assets | 42,893 | 11,502 |
Derivative liabilities: | ||
Financial liabilities | 21,036 | 61,195 |
Significant Other Observable Inputs Level 2 | Futures, swaps and options | ||
Derivative assets: | ||
Financial assets | 27 | 17 |
Derivative liabilities: | ||
Financial liabilities | 4 | 173 |
Significant Other Observable Inputs Level 2 | Commodity derivatives | ||
Derivative assets: | ||
Financial assets | 42,920 | 11,519 |
Derivative liabilities: | ||
Financial liabilities | 21,040 | 61,368 |
Significant Other Observable Inputs Level 2 | Interest rate swaps | ||
Derivative assets: | ||
Financial assets | 2,629 | 2,615 |
Derivative liabilities: | ||
Financial liabilities | 2,452 | 6 |
Significant Other Observable Inputs Level 2 | Currency swaps | ||
Derivative assets: | ||
Financial assets | 2 | |
Significant Unobservable Inputs Level 3 | ||
Derivative assets: | ||
Financial assets | 0 | 0 |
Derivative liabilities: | ||
Financial liabilities | 0 | 0 |
Contingent consideration | 8,402 | 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 | Futures, 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 | Currency swaps | ||
Derivative assets: | ||
Financial assets | 0 | |
Fair Value Measurement | ||
Derivative assets: | ||
Financial assets | 165,782 | 114,747 |
Derivative liabilities: | ||
Financial liabilities | 102,166 | 165,028 |
Contingent consideration | 8,402 | 9,725 |
Fair Value Measurement | Commodity fixed forwards | ||
Derivative assets: | ||
Financial assets | 42,893 | 11,502 |
Derivative liabilities: | ||
Financial liabilities | 21,036 | 61,195 |
Fair Value Measurement | Futures, swaps and options | ||
Derivative assets: | ||
Financial assets | 120,258 | 100,630 |
Derivative liabilities: | ||
Financial liabilities | 78,678 | 103,827 |
Fair Value Measurement | Commodity derivatives | ||
Derivative assets: | ||
Financial assets | 163,151 | 112,132 |
Derivative liabilities: | ||
Financial liabilities | 99,714 | 165,022 |
Fair Value Measurement | Interest rate swaps | ||
Derivative assets: | ||
Financial assets | 2,629 | 2,615 |
Derivative liabilities: | ||
Financial liabilities | 2,452 | $ 6 |
Fair Value Measurement | Currency swaps | ||
Derivative assets: | ||
Financial assets | $ 2 |
Financial Instruments and Off_4
Financial Instruments and Off-Balance Sheet Risk - Additional Information (Detail) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 01, 2017USD ($) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Maximum amount of loss due to credit risk if counterparties failed completely to perform | $ 82.9 | |||
Cash collateral for borrowed securities | 28.5 | $ 4.3 | ||
Cash collateral for borrowed securities, posted | 0.8 | 29.3 | ||
Interest rate swaps | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Material ineffectiveness for the cash flow hedges | 0 | $ 0 | $ 0 | |
Unrealized gains, net of tax, expected to be reclassified to earnings | $ 1 | |||
Coen Energy, LLC And Coen Transport, LLC | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Contingent consideration payable | $ 12 | |||
Discount rate | Carbo Industries | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Discount rate to determine fair value | 0.070 |
Financial Instruments and Off_5
Financial Instruments and Off-Balance Sheet Risk - Summary of Offsetting Arrangements (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gross Amounts of Recognized Assets | $ 165,782 | $ 114,747 |
Gross Amount Not Offset in the Balance Sheet, Financial Instruments | (82,837) | (86,493) |
Cash Collateral Posted | (28,529) | (4,303) |
Net Amount, Assets | 54,416 | 23,951 |
Gross Amounts of Recognized Liabilities | (102,166) | (165,028) |
Gross Amount Not Offset in the Balance Sheet, Financial Instruments | 82,837 | 86,493 |
Cash Collateral Posted | 20 | 20,975 |
Net Amount, Liabilities | (19,309) | (57,560) |
Commodity derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gross Amounts of Recognized Assets | 163,151 | 112,132 |
Gross Amount Not Offset in the Balance Sheet, Financial Instruments | (82,837) | (86,493) |
Cash Collateral Posted | (28,529) | (4,303) |
Net Amount, Assets | 51,785 | 21,336 |
Gross Amounts of Recognized Liabilities | (99,714) | (165,022) |
Gross Amount Not Offset in the Balance Sheet, Financial Instruments | 82,837 | 86,493 |
Cash Collateral Posted | 20 | 20,975 |
Net Amount, Liabilities | (16,857) | (57,554) |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gross Amounts of Recognized Assets | 2,629 | 2,615 |
Gross Amount Not Offset in the Balance Sheet, Financial Instruments | 0 | 0 |
Cash Collateral Posted | 0 | 0 |
Net Amount, Assets | 2,629 | 2,615 |
Gross Amounts of Recognized Liabilities | (2,452) | (6) |
Gross Amount Not Offset in the Balance Sheet, Financial Instruments | 0 | 0 |
Cash Collateral Posted | 0 | 0 |
Net Amount, Liabilities | (2,452) | $ (6) |
Currency swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gross Amounts of Recognized Assets | 2 | |
Gross Amount Not Offset in the Balance Sheet, Financial Instruments | 0 | |
Cash Collateral Posted | 0 | |
Net Amount, Assets | $ 2 |
Financial Instruments and Off_6
Financial Instruments and Off-Balance Sheet Risk - Summary of Realized and Unrealized (Losses) and Gains on Derivative Instruments for Commodity Risk Management (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Realized and unrealized (losses) and gains on derivative instruments | $ 53,263 | $ 11,301 | $ (18,163) |
Refined products contracts | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Realized and unrealized (losses) and gains on derivative instruments | 54,616 | 12,856 | (25,316) |
Natural gas contracts | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Realized and unrealized (losses) and gains on derivative instruments | $ (1,353) | $ (1,555) | $ 7,153 |
Financial Instruments and Off_7
Financial Instruments and Off-Balance Sheet Risk - Schedule of Gross Volume of Commodity Derivative Instruments Outstanding (Detail) bbl in Thousands, MMBTU in Thousands | 12 Months Ended | |
Dec. 31, 2018MMBTUbbl | Dec. 31, 2017MMBTUbbl | |
Long contracts | Refined products contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Refined products, barrels | bbl | 8,796 | 9,255 |
Long contracts | Natural gas contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Natural Gas (MMBTU's) | MMBTU | 132,030 | 133,532 |
Short contracts | Refined products contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Refined products, barrels | bbl | 12,379 | 13,487 |
Short contracts | Natural gas contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Natural Gas (MMBTU's) | MMBTU | 72,223 | 72,074 |
Financial Instruments and Off_8
Financial Instruments and Off-Balance Sheet Risk - Interest Rate Derivatives - Notional Amounts (Details) - Designated as Hedging Instrument - Cash Flow Hedging | Dec. 31, 2018USD ($) |
Interest Rate Swaps Ending January 2018 | |
Derivative [Line Items] | |
Notional amount | $ 275,000,000 |
Interest Rate Swaps Ending January 2019 | |
Derivative [Line Items] | |
Notional amount | 300,000,000 |
Interest Rate Swaps Ending January 2020 | |
Derivative [Line Items] | |
Notional amount | 300,000,000 |
Interest Rate Swaps Ending January 2021 | |
Derivative [Line Items] | |
Notional amount | 300,000,000 |
Interest Rate Swaps Ending January 2022 | |
Derivative [Line Items] | |
Notional amount | $ 250,000,000 |
Financial Instruments and Off_9
Financial Instruments and Off-Balance Sheet Risk Financial Instruments and Off-Balance Sheet Risk - Level 3 Liabilities Reconciliation (Details) - Significant Unobservable Inputs Level 3 - Business Combination, Contingent Consideration - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent consideration - beginning of period | $ 9,725 | $ 0 |
Accrued contingent consideration | 0 | 9,557 |
Payments | (2,000) | 0 |
Change in estimated fair value | 677 | 168 |
Contingent consideration - end of period | 8,402 | 9,725 |
Less current portion | (1,870) | (1,870) |
Contingent consideration - long-term portion | $ 6,532 | $ 7,855 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating leases, rental expense | $ 21.1 | $ 20.1 | $ 21.9 | |
Import tax, penalty, and interest | $ 3.5 | |||
Import tax assessment, amount | $ 8.2 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Annual Payments for Operating Leases (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 9,485 |
2020 | 5,816 |
2021 | 5,884 |
2022 | 2,943 |
2023 | $ 588 |
Equity and Equity-Based Compe_3
Equity and Equity-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unit-based compensation recorded in unitholders' equity | $ (0.9) | $ 2.2 | $ 3.7 | ||||
Unrecognized compensation cost, performance-based units | $ 0.6 | ||||||
Director | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vested units issued during period (in shares) | 6,693 | 9,360 | 9,824 | ||||
Estimated fair value grant date | $ 0.2 | $ 0.2 | $ 0.2 | ||||
Weighted Average | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost, recognition period | 24 months | ||||||
Employee Bonus | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Accrued bonuses | $ 0.4 | $ 5 | |||||
Number of common units issued for settlement of annual bonus expenses, in units (in shares) | 13,465 | 239,641 | |||||
Value of common units issued for settlement of annual bonus expenses | $ 0.4 | $ 4.1 | |||||
Shares paid for tax withholding for share based compensation (in shares) | 4,625 | 78,623 | |||||
2013 Long Term Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
LTIP number of common units authorized for issuance (in shares) | 800,000 | ||||||
Units reserved for future issuance (in shares) | 403,855 | ||||||
LTIP shares authorized for issuance increase in period | 200,000 | ||||||
Number of awards available for grant (in shares) | 243,922 | ||||||
Phantom Units (TUR-based) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares paid for tax withholding for share based compensation (in shares) | 97,351 | 52,785 | 24,683 | ||||
Vested units issued during period (in shares) | 271,748 | 142,100 | 74,050 | ||||
Percentage of phantom units granted | 195.50% | 200.00% | 200.00% | ||||
Vested market value | $ 7 | $ 3.9 | $ 1.4 | ||||
OCF Based | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted in the period (in shares) | 143,981 | 132,977 | 166,900 | ||||
Weighted-average grant date fair value, granted units (in dollars per share) | $ 23.30 | $ 26.96 | $ 17.52 |
Equity and Equity-Based Compe_4
Equity and Equity-Based Compensation - Summary of Partnership's Unit Awards Subject to Vesting (Detail) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
2018 Phantom Units (OFC-based) | |
Units | |
Nonvested Units, Beginning (in shares) | shares | 0 |
Granted Units (in shares) | shares | 143,981 |
Forfeiture Units (in shares) | shares | (20,811) |
Vested Units (in shares) | shares | 0 |
Nonvested Units, Ending (in shares) | shares | 123,170 |
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 | (23.30) |
Weighted-Average Grant Date Fair Value, Vested Units (in dollars per share) | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Nonvested Units, Ending (in dollars per share) | $ / shares | $ 23.30 |
2017 Phantom Units (OFC-based) | |
Units | |
Nonvested Units, Beginning (in shares) | shares | 131,000 |
Granted Units (in shares) | shares | 0 |
Forfeiture Units (in shares) | shares | (11,013) |
Vested Units (in shares) | shares | 0 |
Nonvested Units, Ending (in shares) | shares | 119,987 |
Weighted Average Grant Date Fair Value (per unit) | |
Weighted-Average Grant Date Fair Value, Nonvested Units, Beginning (in dollars per share) | $ / shares | $ 26.96 |
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 | (26.95) |
Weighted-Average Grant Date Fair Value, Vested Units (in dollars per share) | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Nonvested Units, Ending (in dollars per share) | $ / shares | $ 26.96 |
2016 Phantom Units (OFC-based) | |
Units | |
Nonvested Units, Beginning (in shares) | shares | 163,900 |
Granted Units (in shares) | shares | 0 |
Forfeiture Units (in shares) | shares | (3,202) |
Vested Units (in shares) | shares | (160,698) |
Nonvested Units, Ending (in shares) | shares | 0 |
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 | (17.52) |
Weighted-Average Grant Date Fair Value, Vested Units (in dollars per share) | $ / shares | (17.52) |
Weighted-Average Grant Date Fair Value, Nonvested Units, Ending (in dollars per share) | $ / shares | $ 0 |
Equity and Equity-Based Compe_5
Equity and Equity-Based Compensation - Schedule of Changes in Partnership's Units (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Common Unitholders - Public | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Beginning balance (in shares) | 10,446,539 | 9,207,473 | 8,977,378 |
Ending balance (in shares) | 10,627,629 | 10,446,539 | 9,207,473 |
Common Unitholders - Public | Employee Bonus | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Units / Awards issued (in shares) | 8,840 | 161,018 | |
Common Unitholders - Public | Phantom Share Units (PSUs) | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Units / Awards issued (in shares) | 174,397 | 89,315 | 49,367 |
Common Unitholders - Public | Directors | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Units / Awards issued (in shares) | 6,693 | 9,360 | 9,824 |
Common Unitholders - Public | Other Awards | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Units / Awards issued (in shares) | 9,886 | ||
Common Unitholders - Affiliated | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Beginning balance (in shares) | 12,106,348 | 2,034,378 | 2,034,378 |
Conversion of subordinated units (in shares) | 10,071,970 | ||
Ending balance (in shares) | 12,106,348 | 12,106,348 | 2,034,378 |
Subordinated Unitholders - Affiliated | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Beginning balance (in shares) | 0 | 10,071,970 | 10,071,970 |
Conversion of subordinated units (in shares) | (10,071,970) | ||
Ending balance (in shares) | 0 | 0 | 10,071,970 |
Carbo Industries | Common Unitholders - Public | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Units / Awards issued (in shares) | 1,131,551 |
Earnings Per Unit - Additional
Earnings Per Unit - Additional Information (Detail) | Feb. 16, 2017shares | Dec. 31, 2018shares |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Subordinated units, conversion ratio | 1 | 1 |
Subordinated Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive units outstanding (in shares) | 0 | |
Affiliated Entity | Subordinated Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Subordinated units converted into common units (in shares) | 10,071,970 |
Earnings Per Unit - Summary of
Earnings Per Unit - Summary of Weighted Average Common Units Outstanding (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||
Weighted average limited partner common units - basic (in shares) | 22,728,218 | 22,208,964 | 11,202,427 |
Dilutive effect of unvested restricted and phantom units (in shares) | 9,186 | 265,908 | 358,190 |
Weighted average limited partner common units - dilutive (in shares) | 22,737,404 | 22,474,872 | 11,560,617 |
Earnings Per Unit - Schedule of
Earnings Per Unit - Schedule of Partnership's Basic Earnings (Loss) Per Common and Subordinated Unit (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income | $ 36,527 | $ (18,434) | $ (13,195) | $ 74,921 | $ (12,894) | $ (14,316) | $ (7,792) | $ 64,499 | $ 79,819 | $ 29,497 | $ 10,166 |
Distributions declared | 49,098 | ||||||||||
Assumed net loss from operations after distributions | $ (38,932) | ||||||||||
Income per unit - basic (in dollars per share) | $ 1.52 | $ (0.90) | $ (0.67) | $ 3.22 | $ (0.63) | $ (0.68) | $ (0.39) | $ 2.98 | $ 3.17 | $ 1.15 | $ 0.40 |
Income per unit - diluted (in dollars per share) | $ 1.51 | $ (0.90) | $ (0.67) | $ 3.21 | $ (0.63) | $ (0.68) | $ (0.39) | $ 2.94 | $ 3.16 | $ 1.13 | $ 0.38 |
Common Unitholders - Affiliated | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income | $ 4,436 | ||||||||||
Distributions declared | 24,998 | ||||||||||
Assumed net loss from operations after distributions | $ (20,562) | ||||||||||
Income per unit - basic (in dollars per share) | $ 0.40 | ||||||||||
Income per unit - diluted (in dollars per share) | $ 0.38 | ||||||||||
Subordinated Unitholders - Affiliated | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income | $ 3,988 | ||||||||||
Distributions declared | 22,358 | ||||||||||
Assumed net loss from operations after distributions | $ (18,370) | ||||||||||
Income per unit - basic (in dollars per share) | $ 0.40 | ||||||||||
Income per unit - diluted (in dollars per share) | $ 0.40 | ||||||||||
Incentive Distribution Rights | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income | $ 1,742 | ||||||||||
Distributions declared | 1,742 | ||||||||||
Assumed net loss from operations after distributions | $ 0 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - Summary of Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 1,079,874 | $ 618,455 | $ 741,656 | $ 1,331,148 | $ 932,170 | $ 491,393 | $ 513,626 | $ 917,807 | $ 3,771,133 | $ 2,854,996 | $ 2,389,998 |
Net income | 36,527 | (18,434) | (13,195) | 74,921 | (12,894) | (14,316) | (7,792) | 64,499 | 79,819 | 29,497 | 10,166 |
Limited partners' interest in net income (loss) | $ 34,472 | $ (20,489) | $ (15,250) | $ 73,207 | $ (14,267) | $ (15,340) | $ (8,646) | $ 63,757 | $ 71,940 | $ 25,504 | $ 8,424 |
Net income per limited partner unit: | |||||||||||
Common—basic (in dollars per share) | $ 1.52 | $ (0.90) | $ (0.67) | $ 3.22 | $ (0.63) | $ (0.68) | $ (0.39) | $ 2.98 | $ 3.17 | $ 1.15 | $ 0.40 |
Common—diluted (in dollars per share) | $ 1.51 | $ (0.90) | $ (0.67) | $ 3.21 | $ (0.63) | $ (0.68) | $ (0.39) | $ 2.94 | $ 3.16 | $ 1.13 | $ 0.38 |
Partnership Distributions - Sch
Partnership Distributions - Schedule of Cash Distributions Paid to Unitholder (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 13, 2018 | Aug. 10, 2018 | May 18, 2018 | Feb. 12, 2018 | Nov. 13, 2017 | Aug. 11, 2017 | May 15, 2017 | Feb. 14, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Distribution Made to Limited Partner [Line Items] | |||||||||||
Distribution declared per common and subordinated units (in dollars per share) | $ 0.6675 | $ 0.6675 | $ 0.6525 | $ 0.6375 | $ 0.6225 | $ 0.6075 | $ 0.5925 | $ 0.5775 | $ 2.66 | $ 2.46 | $ 2.22 |
Cash distributions, paid | $ 17,230 | $ 17,225 | $ 16,544 | $ 17,622 | $ 15,063 | $ 14,550 | $ 14,099 | $ 13,760 | |||
Common Stock | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Cash distributions, paid | 15,175 | 15,170 | 14,830 | 14,489 | 14,039 | 13,696 | 13,357 | 6,544 | |||
Subordinated Units | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Cash distributions, paid | 0 | 0 | 0 | 5,817 | |||||||
Incentive Distribution Rights | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Cash distributions, paid | $ 2,055 | $ 2,055 | 1,714 | 1,373 | 1,024 | 854 | 742 | 597 | |||
Distribution Equivalents | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Cash distributions, paid | $ 0 | $ 1,760 | $ 0 | $ 0 | $ 0 | $ 802 |
Partnership Distributions - Add
Partnership Distributions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jan. 23, 2019 | Nov. 13, 2018 | Aug. 10, 2018 | May 18, 2018 | Feb. 12, 2018 | Nov. 13, 2017 | Aug. 11, 2017 | May 15, 2017 | Feb. 14, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Distribution Made to Limited Partner [Line Items] | ||||||||||||
Cash distribution, declared per share (in dollars per share) | $ 0.6675 | $ 0.6675 | $ 0.6525 | $ 0.6375 | $ 0.6225 | $ 0.6075 | $ 0.5925 | $ 0.5775 | $ 2.66 | $ 2.46 | $ 2.22 | |
Subsequent Event | ||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||
Cash distribution, declared per share (in dollars per share) | $ 0.6675 | |||||||||||
Cash distribution, declared value | $ 17.2 | |||||||||||
Subsequent Event | Incentive Distribution Rights | ||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||
Cash distribution, declared value | $ 2.1 |