Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 05, 2020 | Jun. 28, 2019 | |
Cover Page [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
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 | ||
Title of 12(b) Security | Common Units Representing Limited Partner Interests | ||
Entity Public Float | $ 180 | ||
Entity Common Stock, Shares Outstanding | 22,869,059 | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 5,386 | $ 7,530 |
Accounts receivable, net | 281,527 | 269,908 |
Inventories | 293,224 | 259,568 |
Fair value of derivative assets | 77,871 | 153,438 |
Other current assets | 63,705 | 8,888 |
Total current assets | 721,713 | 699,332 |
Fair value of derivative assets long-term | 16,807 | 12,344 |
Property, plant, and equipment, net | 348,039 | 349,846 |
Intangibles, net | 49,764 | 59,987 |
Other assets, net | 24,183 | 8,694 |
Goodwill | 115,037 | 115,037 |
Total assets | 1,275,543 | 1,245,240 |
Current liabilities: | ||
Accounts payable | 147,577 | 197,995 |
Accrued liabilities | 43,386 | 65,959 |
Fair value of derivative liabilities | 74,154 | 90,151 |
Due to General Partner | 5,653 | 7,688 |
Current portion of working capital facilities | 437,184 | 154,318 |
Current portion of other obligations | 13,858 | 7,044 |
Total current liabilities | 721,812 | 523,155 |
Commitments and contingencies | ||
Long-term portion of credit agreement | 374,600 | 506,780 |
Fair value of derivative liabilities long-term | 13,439 | 12,015 |
Other obligations, less current portion | 41,413 | 46,455 |
Operating lease liabilities, less current portion | 11,850 | 0 |
Due to General Partner | 2,445 | 2,093 |
Deferred income taxes | 16,202 | 17,766 |
Total liabilities | 1,181,761 | 1,108,264 |
Unitholders’ equity: | ||
Accumulated other comprehensive loss, net of tax | (19,688) | (11,522) |
Total unitholders’ equity | 93,782 | 136,976 |
Total liabilities and unitholders’ equity | 1,275,543 | 1,245,240 |
Common unitholders - public (10,641,561 and 10,627,629 units issued and outstanding as of December 31, 2019 and 2018, respectively) | ||
Unitholders’ equity: | ||
Unitholders’ value | 180,302 | 196,680 |
Common unitholders - affiliated (12,106,348 units issued and outstanding) | ||
Unitholders’ equity: | ||
Unitholders’ value | (66,832) | (48,182) |
Working capital facilities | ||
Current liabilities: | ||
Long-term portion of credit agreement | 0 | 130,680 |
Acquisition facility | ||
Current liabilities: | ||
Long-term portion of credit agreement | $ 374,600 | $ 376,100 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Common Unitholders - Public | ||
Units, issued (in shares) | 10,641,561 | 10,627,629 |
Units, outstanding (in shares) | 10,641,561 | 10,627,629 |
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 Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Net sales | $ 3,502,410 | $ 3,771,133 | $ 2,854,996 |
Cost of products sold (exclusive of depreciation and amortization) | 3,228,003 | 3,445,385 | 2,602,788 |
Operating expenses | 84,924 | 88,659 | 72,284 |
Selling, general and administrative | 78,135 | 80,799 | 87,582 |
Depreciation and amortization | 34,015 | 33,378 | 28,125 |
Total operating costs and expenses | 3,425,077 | 3,648,221 | 2,790,779 |
Operating income | 77,333 | 122,912 | 64,217 |
Other (expense) income | (378) | 293 | 108 |
Interest income | 555 | 577 | 339 |
Interest expense | (42,944) | (38,931) | (31,345) |
Income before income taxes | 34,566 | 84,851 | 33,319 |
Income tax provision | (3,310) | (5,032) | (3,822) |
Net income | 31,256 | 79,819 | 29,497 |
Incentive distributions declared | (6,163) | (7,879) | (3,993) |
Limited partners’ interest in net income | $ 25,093 | $ 71,940 | $ 25,504 |
Net income per limited partner unit: | |||
Common—basic (in dollars per share) | $ 1.10 | $ 3.17 | $ 1.15 |
Common—diluted (in dollars per share) | $ 1.10 | $ 3.16 | $ 1.13 |
Weighted average units used to compute net income per limited partner unit: | |||
Common—basic (in shares) | 22,736,916 | 22,728,218 | 22,208,964 |
Common—diluted (in shares) | 22,770,883 | 22,737,404 | 22,474,872 |
Distribution declared per unit (in dollars per share) | $ 2.67 | $ 2.66 | $ 2.46 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 31,256 | $ 79,819 | $ 29,497 |
Unrealized gain (loss) on interest rate swaps | |||
Net loss arising in the period | (8,302) | ||
Reclassification adjustment related to gains realized in income | (90) | ||
Net change in unrealized gain on interest rate swaps | (8,392) | ||
Tax effect | 65 | ||
Other comprehensive loss, after reclassification and tax | (8,327) | ||
Net (loss) income arising in the period | (253) | 1,884 | |
Reclassification adjustment related to gains realized in income | (2,179) | (173) | |
Net change in unrealized (gain) loss on interest rate swaps | (2,432) | 1,711 | |
Tax effect | 20 | (14) | |
Other comprehensive (loss) income, after reclassification and tax | (2,412) | 1,697 | |
Foreign currency translation adjustment | 161 | (240) | 216 |
Other comprehensive (loss) income | (8,166) | (2,652) | 1,913 |
Comprehensive income | $ 23,090 | $ 77,167 | $ 31,410 |
Consolidated Statements of Unit
Consolidated Statements of Unitholders' Equity - USD ($) $ in Thousands | Total | Accumulated Other Comprehensive Loss | Common- Public | Common- Sprague Holdings | Subordinated Sprague Holdings | Incentive Distribution Rights |
Beginning balance at Dec. 31, 2016 | $ 125,437 | $ (10,783) | $ 175,314 | $ (4,518) | $ (34,576) | $ 0 |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Conversion of subordinated units to common units | (40,393) | 40,393 | ||||
Net income | 29,497 | 11,955 | 14,324 | 3,218 | ||
Other comprehensive income (loss) | 1,913 | 1,913 | ||||
Unit-based compensation | 2,274 | 1,034 | 1,240 | |||
Distributions paid | (57,472) | (25,198) | (23,239) | (5,817) | (3,218) | |
Common units issued for Carbo Acquisition | 31,401 | 31,401 | ||||
Common units issued with annual bonus | 371 | 161 | 210 | |||
Units withheld for employee tax obligations | (1,587) | (690) | (897) | |||
Ending balance at Dec. 31, 2017 | 131,834 | (8,870) | 193,977 | (53,273) | 0 | 0 |
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) | 0 | (7,196) | |
Units withheld for employee tax obligations | (2,508) | (1,172) | (1,336) | |||
Ending balance at Dec. 31, 2018 | 136,976 | (11,522) | 196,680 | (48,182) | 0 | 0 |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Net income | 31,256 | 11,732 | 13,359 | 6,165 | ||
Other comprehensive income (loss) | (8,166) | (8,166) | ||||
Unit-based compensation | 590 | 275 | 315 | |||
Distributions paid | (66,874) | (28,385) | (32,324) | 0 | (6,165) | |
Ending balance at Dec. 31, 2019 | $ 93,782 | $ (19,688) | $ 180,302 | $ (66,832) | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||
Net income | $ 31,256 | $ 79,819 | $ 29,497 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||
Depreciation and amortization (includes amortization of deferred debt issue costs) | 37,605 | 36,930 | 33,361 |
Gain (loss) on sale of assets and insurance recoveries | 340 | (268) | (231) |
Changes in fair value of contingent consideration | 1,188 | 677 | 168 |
Provision for doubtful accounts | 323 | 1,598 | (206) |
Non-cash unit-based compensation | 590 | (896) | 2,274 |
Other | (146) | 94 | 63 |
Deferred income taxes | (1,499) | 77 | 857 |
Changes in assets and liabilities: | |||
Accounts receivable | (11,942) | 44,975 | (94,454) |
Inventories | (33,655) | 76,291 | (12,247) |
Other assets | (50,171) | 31,058 | 4,253 |
Fair value of commodity derivative instruments | 48,140 | (116,329) | 24,812 |
Due to/from General Partner and affiliates | (1,683) | (3,124) | (2,580) |
Accounts payable, accrued liabilities and other | (85,711) | 8,077 | 71,475 |
Net cash (used in) provided by operating activities | (65,365) | 158,979 | 57,042 |
Cash flows from investing activities | |||
Purchases of property, plant and equipment | (14,292) | (17,249) | (46,955) |
Proceeds from property insurance settlements and sale of assets | 406 | 394 | 1,003 |
Business acquisitions | 0 | 0 | (107,317) |
Net cash used in investing activities | (13,886) | (16,855) | (153,269) |
Cash flows from financing activities | |||
Net borrowings (payments) under credit agreements | 150,380 | (63,787) | 169,248 |
Payments on finance/capital leases, term debt, and other obligations, net of change in exchange rate | (6,438) | (6,136) | (5,030) |
Debt issue costs | 0 | (263) | (4,873) |
Distributions to unitholders | (66,874) | (68,621) | (57,472) |
Repurchased units withheld for employee tax obligations | 0 | (2,508) | (1,587) |
Net cash provided by (used in) financing activities | 77,068 | (141,315) | 100,286 |
Effect of exchange rate changes on cash balances held in foreign currencies | 39 | (94) | 74 |
Net change in cash and cash equivalents | (2,144) | 715 | 4,133 |
Cash and cash equivalents, beginning of period | 7,530 | 6,815 | 2,682 |
Cash and cash equivalents, end of period | 5,386 | 7,530 | 6,815 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 38,771 | 35,174 | 25,781 |
Cash paid for taxes | 8,057 | 4,139 | 1,689 |
Non-cash consideration related to acquisitions: | |||
Common units issued - Carbo | 0 | 0 | 31,401 |
Deferred consideration - Carbo | 0 | 0 | 27,284 |
Contingent consideration - Coen | 0 | 0 | 9,557 |
Assets acquired under finance/capital lease obligations | 5,589 | 4,449 | 1,110 |
Non-cash asset retirement obligation and related asset | $ 2,718 | $ (139) | $ 4,447 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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 the "General Partner" refer to Sprague Resources GP LLC; references to “Axel Johnson” 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. 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 reportable 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 natural gas from natural gas producers and trading companies and sells and distributes natural gas to commercial and industrial customers. • 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 marketing 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, 2019 , the Sponsor, 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, 2019 , the General Partner employed approximately 665 full-time employees who support the Partnership’s operations, 62 of whom were covered by five collective bargaining agreements. One of these agreements, covering six employees is up for renewal in 2020. As of December 31, 2019 , the Partnership's Canadian subsidiary had 105 employees, 39 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 control 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 $7.5 million , $7.7 million and $5.9 million for the years ended December 31, 2019 , 2018 and 2017 , 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, 2019 will settle prior to June 30, 2021. 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, 2019 or 2018 . 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 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. 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 of 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 has 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. 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 Per Unit The Partnership computes income (loss) per unit using the two-class method. The Partnership has identified the IDRs as participating securities and uses the two-class method when calculating the net income per unit applicable to limited partners. Earnings per unit applicable to limited partners is computed by dividing limited partners’ interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common 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 that has been or will be distributed to the incentive distribution right holder, 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. 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 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 defined as the excess of cost over the fair value of assets acquired and liabilities assumed in a business combination. We test goodwill at the reporting unit level annually as of October 31 or on an as needed basis, for indicators of impairment at each reporting unit that has recorded goodwill. In performing the test, we either use a qualitative assessment or a single step quantitative approach. Under the qualitative approach we consider a number of factors, including the amount by which the previous quantitative test's fair value exceeded the carrying value of the reporting units, actual performance as compared to internal forecasts used in the previous quantitative test, an evaluation of discount rates, and an evaluation of current economic factors for both the worldwide economy and specifically the oil and gas industry, and any significant changes in customer and supplier relationships. We weigh these factors to determine if it is more likely than not that the fair value of the reporting unit exceeds its carrying value. If after performing a qualitative assessment, indicators are present, or we identify factors that cause us to believe it is appropriate to perform a more precise calculation of fair value, we would move beyond the qualitative assessment and perform a quantitative impairment test. Under the quantitative impairment test, we perform a comparison of the reporting unit’s carrying value to its fair value. We estimate the fair value of a reporting unit based upon future net discounted cash flows (Level 3 measurement). In calculating these estimates, we develop a discounted cash flow model based on forecasted operating results, discount rates, and growth rates, which contemplate business, market and overall economic conditions. Further, the discount rates used require estimates of the cost of equity and debt financing. The estimates of fair value of these reporting units could change if actual operating results or discount rates vary from these estimates. We performed sensitivity analyses on the fair values resulting from the discounted cash flows valuation utilizing more conservative assumptions that reflect reasonably likely future changes in the discount rates and perpetual growth rate in each of the reporting units. Based upon our 2019 annual impairment testing analyses, including the consideration of reasonably likely adverse changes in assumptions described above, the Partnership determined that there have been no goodwill impairments to date. 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, 2019 , 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, 2019 , 2018 and 2017 , the uncertain tax positions and related 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, 2018 , 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 n |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
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 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 natural gas from natural gas producers and trading companies and sells and distributes natural gas to commercial and industrial customers. 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 after 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 marketing and distribution of coal and certain commercial trucking activities. Revenue from other operations 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 2019 2018 2017 Net sales: Refined products Distillates $ 2,514,010 $ 2,686,833 $ 1,873,782 Gasoline 298,633 320,168 280,891 Heavy fuel oil and asphalt 300,281 350,768 300,904 Total refined products $ 3,112,924 $ 3,357,769 $ 2,455,577 Natural gas 307,952 332,038 331,669 Materials handling 56,655 57,509 46,513 Other operations 24,879 23,817 21,237 Net sales $ 3,502,410 $ 3,771,133 $ 2,854,996 Net sales by Country: United States $ 3,246,951 $ 3,480,744 $ 2,589,293 Canada 255,459 290,389 265,703 Net sales $ 3,502,410 $ 3,771,133 $ 2,854,996 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 $7.5 million and $9.8 million as of December 31, 2019 and 2018 , respectively. A substantial portion of the contract liabilities as of December 31, 2018 remains outstanding as of December 31, 2019 as they are primarily deposits. The Partnership does not have any material contract assets as of December 31, 2019 or 2018 . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 3. Leases The Partnership adopted the new lease standard using the required modified retrospective approach, effective January 1, 2019. The standard establishes a right-of-use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. The Partnership chose to apply the transition provisions as of the period of adoption. Therefore, prior period financial information has not been adjusted and continues to be reflected in accordance with the Partnership’s historical accounting policy. The Partnership elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allowed the Partnership to carry forward the historical lease classification. In addition, the Partnership elected the practical expedient not to apply the recognition requirements in the lease standard to short-term leases (a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that it is reasonably certain to exercise) and the practical expedient that permits lessees to make an accounting policy election (by class of underlying asset) to account for each separate lease component of a contract and its associated non-lease components as a single lease component. The adoption of the new standard resulted in the recognition of ROU assets and lease liabilities for operating leases of $19.7 million and $20.0 million , respectively. In addition, capital lease assets and liabilities are now classified as finance lease ROU assets and liabilities. There was no impact on the Partnership’s Consolidated Statements of Unitholders’ Equity, Consolidated Statements of Income or Consolidated Statements of Cash Flows. The Partnership determines if an arrangement is a lease at inception. The Partnership's ROU assets are included in property, plant and equipment, net and noncurrent other assets for finance leases and operating leases, respectively. Lease liabilities are included in accrued liabilities, current and noncurrent other obligations and operating lease liabilities, less current portion in the Consolidated Balance Sheets. Operating lease expense is included in operating expenses and cost of products sold while amortization expense associated with ROU assets for finance leases is included in depreciation and amortization expense. ROU assets represent the Partnership’s right to use an underlying asset for the lease term and lease liabilities represent the Partnership’s obligations to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Partnership uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Partnership’s lease terms may include options to extend lease terms ranging from 1 to 10 years while others include options to terminate at the Partnership’s discretion. The Partnership’s operating and finance leases are primarily for time charters, facilities, railcars and equipment. The terms and conditions for these leases vary by the type of underlying asset. For the year ended December 31, 2019 , total operating lease expense was $17.8 million , of which $11.6 million was related to short-term leases. For the year ended December 31, 2019 , total finance lease expense was $2.7 million . For operating leases, prior to the adoption of new lease standard, rent expense was $21.1 million and $20.1 million for the years ended December 31, 2018, and 2017, respectively. Operating and finance leases as of December 31, 2019 are as follows: Operating Finance ROU Assets: Other Assets, Net $ 18,270 $ — Property, Plant and Equipment, Net — 16,063 Total ROU Assets $ 18,270 $ 16,063 Lease Liabilities: Accrued Liabilities $ 6,772 $ — Current Portion of Other Obligation — 2,797 Other Obligations, Less Current Portion — 13,584 Operating Lease Liabilities, Less Current Portion 11,850 — Total Lease Liabilities $ 18,622 $ 16,381 Weighted Average Remaining Lease Term (Years) 3 6 Weighted Average Discount Rate 6.10 % 5.17 % Supplemental cash flow information related to operating leases as of December 31, 2019 is as follows: December 31, 2019 Cash paid for operating leases $ 6,279 ROU assets obtained in exchange for new lease liabilities $ 4,057 Maturities of operating and finance lease liabilities as of December 31, 2019 are as follows: Operating Finance 2020 $ 6,912 $ 3,262 2021 6,985 3,121 2022 3,854 2,868 2023 1,125 2,174 2024 730 1,285 Thereafter 629 5,267 Total Lease Payments 20,235 17,977 Less: Interest (1,613 ) (1,596 ) Total $ 18,622 $ 16,381 As previously reported in the 2018 Form 10-K under ASC Topic 840, the following table summarizes the future minimum lease 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 From a lessor perspective, the Partnership has entered into various throughput and materials handling arrangements with customers. These arrangements are accounted for as operating leases as determined by the use terms and rights outlined in the underlying agreements. The throughput contracts are agreements with refined products wholesalers that use the Partnership’s terminal facilities for a fee. The materials handling contracts are arrangements involving rentals of dedicated tanks, pads, land and small office locations for the purposes of storage, parking and other related uses. For the year ended December 31, 2019 , income related to the operating leases with the Partnership as the lessor, as described above, totaled $40.1 million . The undiscounted cash flows to be received on an annual basis from operating leases as of December 31, 2019 are as follows: December 31, 2019 2020 $ 29,658 2021 20,568 2022 16,850 2023 12,354 2024 11,358 Thereafter 46,902 Total Lease Receipts $ 137,690 |
Leases | 3. Leases The Partnership adopted the new lease standard using the required modified retrospective approach, effective January 1, 2019. The standard establishes a right-of-use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. The Partnership chose to apply the transition provisions as of the period of adoption. Therefore, prior period financial information has not been adjusted and continues to be reflected in accordance with the Partnership’s historical accounting policy. The Partnership elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allowed the Partnership to carry forward the historical lease classification. In addition, the Partnership elected the practical expedient not to apply the recognition requirements in the lease standard to short-term leases (a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that it is reasonably certain to exercise) and the practical expedient that permits lessees to make an accounting policy election (by class of underlying asset) to account for each separate lease component of a contract and its associated non-lease components as a single lease component. The adoption of the new standard resulted in the recognition of ROU assets and lease liabilities for operating leases of $19.7 million and $20.0 million , respectively. In addition, capital lease assets and liabilities are now classified as finance lease ROU assets and liabilities. There was no impact on the Partnership’s Consolidated Statements of Unitholders’ Equity, Consolidated Statements of Income or Consolidated Statements of Cash Flows. The Partnership determines if an arrangement is a lease at inception. The Partnership's ROU assets are included in property, plant and equipment, net and noncurrent other assets for finance leases and operating leases, respectively. Lease liabilities are included in accrued liabilities, current and noncurrent other obligations and operating lease liabilities, less current portion in the Consolidated Balance Sheets. Operating lease expense is included in operating expenses and cost of products sold while amortization expense associated with ROU assets for finance leases is included in depreciation and amortization expense. ROU assets represent the Partnership’s right to use an underlying asset for the lease term and lease liabilities represent the Partnership’s obligations to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Partnership uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Partnership’s lease terms may include options to extend lease terms ranging from 1 to 10 years while others include options to terminate at the Partnership’s discretion. The Partnership’s operating and finance leases are primarily for time charters, facilities, railcars and equipment. The terms and conditions for these leases vary by the type of underlying asset. For the year ended December 31, 2019 , total operating lease expense was $17.8 million , of which $11.6 million was related to short-term leases. For the year ended December 31, 2019 , total finance lease expense was $2.7 million . For operating leases, prior to the adoption of new lease standard, rent expense was $21.1 million and $20.1 million for the years ended December 31, 2018, and 2017, respectively. Operating and finance leases as of December 31, 2019 are as follows: Operating Finance ROU Assets: Other Assets, Net $ 18,270 $ — Property, Plant and Equipment, Net — 16,063 Total ROU Assets $ 18,270 $ 16,063 Lease Liabilities: Accrued Liabilities $ 6,772 $ — Current Portion of Other Obligation — 2,797 Other Obligations, Less Current Portion — 13,584 Operating Lease Liabilities, Less Current Portion 11,850 — Total Lease Liabilities $ 18,622 $ 16,381 Weighted Average Remaining Lease Term (Years) 3 6 Weighted Average Discount Rate 6.10 % 5.17 % Supplemental cash flow information related to operating leases as of December 31, 2019 is as follows: December 31, 2019 Cash paid for operating leases $ 6,279 ROU assets obtained in exchange for new lease liabilities $ 4,057 Maturities of operating and finance lease liabilities as of December 31, 2019 are as follows: Operating Finance 2020 $ 6,912 $ 3,262 2021 6,985 3,121 2022 3,854 2,868 2023 1,125 2,174 2024 730 1,285 Thereafter 629 5,267 Total Lease Payments 20,235 17,977 Less: Interest (1,613 ) (1,596 ) Total $ 18,622 $ 16,381 As previously reported in the 2018 Form 10-K under ASC Topic 840, the following table summarizes the future minimum lease 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 From a lessor perspective, the Partnership has entered into various throughput and materials handling arrangements with customers. These arrangements are accounted for as operating leases as determined by the use terms and rights outlined in the underlying agreements. The throughput contracts are agreements with refined products wholesalers that use the Partnership’s terminal facilities for a fee. The materials handling contracts are arrangements involving rentals of dedicated tanks, pads, land and small office locations for the purposes of storage, parking and other related uses. For the year ended December 31, 2019 , income related to the operating leases with the Partnership as the lessor, as described above, totaled $40.1 million . The undiscounted cash flows to be received on an annual basis from operating leases as of December 31, 2019 are as follows: December 31, 2019 2020 $ 29,658 2021 20,568 2022 16,850 2023 12,354 2024 11,358 Thereafter 46,902 Total Lease Receipts $ 137,690 |
Leases | 3. Leases The Partnership adopted the new lease standard using the required modified retrospective approach, effective January 1, 2019. The standard establishes a right-of-use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. The Partnership chose to apply the transition provisions as of the period of adoption. Therefore, prior period financial information has not been adjusted and continues to be reflected in accordance with the Partnership’s historical accounting policy. The Partnership elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allowed the Partnership to carry forward the historical lease classification. In addition, the Partnership elected the practical expedient not to apply the recognition requirements in the lease standard to short-term leases (a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that it is reasonably certain to exercise) and the practical expedient that permits lessees to make an accounting policy election (by class of underlying asset) to account for each separate lease component of a contract and its associated non-lease components as a single lease component. The adoption of the new standard resulted in the recognition of ROU assets and lease liabilities for operating leases of $19.7 million and $20.0 million , respectively. In addition, capital lease assets and liabilities are now classified as finance lease ROU assets and liabilities. There was no impact on the Partnership’s Consolidated Statements of Unitholders’ Equity, Consolidated Statements of Income or Consolidated Statements of Cash Flows. The Partnership determines if an arrangement is a lease at inception. The Partnership's ROU assets are included in property, plant and equipment, net and noncurrent other assets for finance leases and operating leases, respectively. Lease liabilities are included in accrued liabilities, current and noncurrent other obligations and operating lease liabilities, less current portion in the Consolidated Balance Sheets. Operating lease expense is included in operating expenses and cost of products sold while amortization expense associated with ROU assets for finance leases is included in depreciation and amortization expense. ROU assets represent the Partnership’s right to use an underlying asset for the lease term and lease liabilities represent the Partnership’s obligations to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Partnership uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Partnership’s lease terms may include options to extend lease terms ranging from 1 to 10 years while others include options to terminate at the Partnership’s discretion. The Partnership’s operating and finance leases are primarily for time charters, facilities, railcars and equipment. The terms and conditions for these leases vary by the type of underlying asset. For the year ended December 31, 2019 , total operating lease expense was $17.8 million , of which $11.6 million was related to short-term leases. For the year ended December 31, 2019 , total finance lease expense was $2.7 million . For operating leases, prior to the adoption of new lease standard, rent expense was $21.1 million and $20.1 million for the years ended December 31, 2018, and 2017, respectively. Operating and finance leases as of December 31, 2019 are as follows: Operating Finance ROU Assets: Other Assets, Net $ 18,270 $ — Property, Plant and Equipment, Net — 16,063 Total ROU Assets $ 18,270 $ 16,063 Lease Liabilities: Accrued Liabilities $ 6,772 $ — Current Portion of Other Obligation — 2,797 Other Obligations, Less Current Portion — 13,584 Operating Lease Liabilities, Less Current Portion 11,850 — Total Lease Liabilities $ 18,622 $ 16,381 Weighted Average Remaining Lease Term (Years) 3 6 Weighted Average Discount Rate 6.10 % 5.17 % Supplemental cash flow information related to operating leases as of December 31, 2019 is as follows: December 31, 2019 Cash paid for operating leases $ 6,279 ROU assets obtained in exchange for new lease liabilities $ 4,057 Maturities of operating and finance lease liabilities as of December 31, 2019 are as follows: Operating Finance 2020 $ 6,912 $ 3,262 2021 6,985 3,121 2022 3,854 2,868 2023 1,125 2,174 2024 730 1,285 Thereafter 629 5,267 Total Lease Payments 20,235 17,977 Less: Interest (1,613 ) (1,596 ) Total $ 18,622 $ 16,381 As previously reported in the 2018 Form 10-K under ASC Topic 840, the following table summarizes the future minimum lease 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 From a lessor perspective, the Partnership has entered into various throughput and materials handling arrangements with customers. These arrangements are accounted for as operating leases as determined by the use terms and rights outlined in the underlying agreements. The throughput contracts are agreements with refined products wholesalers that use the Partnership’s terminal facilities for a fee. The materials handling contracts are arrangements involving rentals of dedicated tanks, pads, land and small office locations for the purposes of storage, parking and other related uses. For the year ended December 31, 2019 , income related to the operating leases with the Partnership as the lessor, as described above, totaled $40.1 million . The undiscounted cash flows to be received on an annual basis from operating leases as of December 31, 2019 are as follows: December 31, 2019 2020 $ 29,658 2021 20,568 2022 16,850 2023 12,354 2024 11,358 Thereafter 46,902 Total Lease Receipts $ 137,690 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss, Net of Tax | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 Fair value of interest rate swaps, net of tax $ (8,150 ) $ 176 Cumulative foreign currency translation adjustment (11,538 ) (11,698 ) Accumulated other comprehensive loss, net of tax $ (19,688 ) $ (11,522 ) |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 5. Accounts Receivable, Net As of December 31, 2019 2018 Accounts receivable, trade $ 274,014 $ 262,912 Less allowance for doubtful accounts (1,471 ) (2,066 ) Net accounts receivable, trade 272,543 260,846 Accounts receivable, other 8,984 9,062 Accounts receivable, net $ 281,527 $ 269,908 Unbilled accounts receivable, included in accounts receivable, trade at December 31, 2019 and 2018 were $66.1 million and $50.5 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, 2019: Allowance for doubtful accounts $ 2,066 $ 323 $ (59 ) $ (859 ) $ 1,471 Allowance for notes receivable 308 — (8 ) — 300 Total $ 2,374 $ 323 $ (67 ) $ (859 ) $ 1,771 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 Notes receivable, net of allowance, are generally long-term arrangements and were fully reserved as of December 31, 2019 and 2018 . |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories As of December 31, 2019 2018 Petroleum and related products $ 285,539 $ 253,385 Coal 4,374 2,566 Natural gas 3,311 3,617 Inventories $ 293,224 $ 259,568 Due to changing market conditions, the Partnership recorded a provision of $1.4 million , $24.3 million and $0.4 million as of December 31, 2019 , 2018 and 2017 , 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, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | 7. Other Current Assets As of December 31, 2019 2018 Margin deposits with brokers $ 54,623 $ 827 Prepaid software & fees 5,007 5,627 Other 4,075 2,434 Other current assets $ 63,705 $ 8,888 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | 8. Property, Plant and Equipment, Net As of December 31, 2019 2018 Plant, machinery, furniture and fixtures $ 423,722 $ 416,398 Building and leasehold improvements 19,143 19,159 Land and land improvements 87,782 87,854 Construction in progress 9,906 9,308 Property, plant and equipment, gross 540,553 532,719 Less: accumulated depreciation (192,514 ) (182,873 ) Property, plant and equipment, net $ 348,039 $ 349,846 Depreciation expense for the years ended December 31, 2019 , 2018 and 2017 was $23.8 million , $21.5 million and $18.3 million , respectively. Property, plant and equipment include the following amounts under finance or capital leases: As of December 31, 2019 2018 Plant, machinery, furniture and fixtures $ 26,459 $ 21,231 Building and leasehold improvements 962 962 Land and land improvements 251 251 Property, plant and equipment, gross 27,672 22,444 Less: accumulated amortization (11,609 ) (9,849 ) Property, plant and equipment, net $ 16,063 $ 12,595 Amortization expense on finance and capital leased assets is included in depreciation expense and for the years ended December 31, 2019 , 2018 and 2017 was $2.2 million , $1.5 million and $1.6 million , respectively. |
Intangibles, Net
Intangibles, Net | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles, Net | 9. Intangibles, Net As of December 31, 2019 Remaining Useful Life (Years) Gross Accumulated Amortization Net Customer relationships 3 - 23 $ 80,919 $ 34,149 $ 46,770 Non-compete agreements 2 - 3 11,191 8,420 2,771 Other 1 - 3 2,543 2,320 223 Intangible assets, net $ 94,653 $ 44,889 $ 49,764 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 11,191 6,103 5,088 Other 1 - 4 2,543 1,981 562 Intangible assets, net $ 94,653 $ 34,666 $ 59,987 The Partnership recorded amortization expense related to intangible assets of $10.2 million , $11.9 million and $9.8 million during the years ended December 31, 2019 , 2018 and 2017 , 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. The estimated future annual amortization expense of intangible assets for the years ending December 31, 2020 , 2021 , 2022 , 2023 and 2024 is $8.6 million , $7.1 million , $5.8 million , $4.8 million and $4.2 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, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets, Net | 10. Other Assets, Net As of December 31, 2019 2018 Deferred debt issuance costs, net $ 4,745 $ 8,335 ROU Assets 18,270 — Other 1,168 359 Other assets, net $ 24,183 $ 8,694 Deferred Debt Issuance Costs The Partnership recorded amortization expense related to deferred debt issuance costs of $3.6 million , $3.5 million and $5.2 million during the years ended December 31, 2019 , 2018 and 2017 , 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. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 11. Accrued Liabilities As of December 31, 2019 2018 Accrued product taxes $ 11,722 $ 9,830 Customer prepayments and deposits 7,501 9,846 Operating lease liabilities 6,772 — Accrued product costs 3,546 6,310 Margin deposits from brokers — 28,529 Other 13,845 11,444 Accrued liabilities $ 43,386 $ 65,959 |
Credit Agreement
Credit Agreement | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Credit Agreement | 12. Credit Agreement As of December 31, 2019 2018 Working capital facilities $ 437,184 $ 284,998 Acquisition facility 374,600 376,100 Total credit agreement 811,784 661,098 Less: current portion of working capital facilities (437,184 ) (154,318 ) Total long-term portion $ 374,600 $ 506,780 Sprague Operating Resources LLC and Kildair, wholly owned subsidiaries of the Partnership, are borrowers under an amended and restated revolving credit agreement (the "Credit Agreement") that matures on April 27, 2021. Obligations under the Credit Agreement are secured by substantially all of the assets of the Partnership and its subsidiaries. As of December 31, 2019 , the revolving credit facilities under the Credit Agreement contained, among other items, the following: • A U.S. dollar revolving working capital facility of up to $950.0 million , subject to borrowing base limits, to be used for working capital loans and letters of credit; • A multicurrency revolving working capital facility of up to $100.0 million , subject to borrowing base limits, to be used for working capital loans and letters of credit, • A revolving acquisition facility of up to $550.0 million , subject to the acquisition facility borrowing base limits, to be used for loans and letters of credit to fund capital expenditures and acquisitions and other general corporate purposes related to the Partnership’s current businesses, and • Subject to certain conditions including the receipt of additional commitments from lenders, the ability to increase the U.S. dollar revolving working capital facility by $250.0 million and the multicurrency revolving working capital facility by $220.0 million , subject to a maximum combined increase for both facilities of $270.0 million in the aggregate. Additionally, subject to certain conditions, the revolving acquisition facility may be increased by $200.0 million . Indebtedness under the Credit Agreement bears interest, at the borrowers' option, at a rate per annum equal to either (i) the Eurocurrency Rate (which is the LIBOR Rate for loans denominated in U.S. dollars and CDOR for loans denominated in Canadian dollars, in each case adjusted for certain regulatory costs) for interest periods of one , two , three or six months plus a specified margin or (ii) an alternate rate plus a specified margin. For loans denominated in U.S. dollars, the alternate rate is the Base Rate which is the highest of (a) the U.S. Prime Rate as in effect from time to time, (b) the greater of the Federal Funds Effective Rate and the Overnight Bank Funding Rate as in effect from time to time plus 0.50% and (c) the one-month Eurocurrency Rate for U.S. dollars as in effect from time to time plus 1.00% . For loans denominated in Canadian dollars, the alternate rate is the Prime Rate which is the higher of (a) the Canadian Prime Rate as in effect from time to time and (b) the one-month Eurocurrency Rate for U.S. dollars as in effect from time to time plus 1.00% . The working capital facilities are subject to borrowing base reporting and as of December 31, 2019 and 2018 , had a borrowing base of $594.5 million and $512.4 million , respectively. As of December 31, 2019 and 2018 , outstanding letters of credit were $63.6 million and $65.5 million , respectively. As of December 31, 2019 , excess availability under the working capital facilities was $93.7 million and excess availability under the acquisition facility was $175.4 million . The weighted average interest rate was 4.5% and 5.3% at December 31, 2019 and 2018 , respectively. No amounts are due under the Credit Agreement until the maturity date. However, the current portion of the Credit Agreement at December 31, 2019 and 2018 represents the amounts of the working capital facility during the following twelve month period. The Credit Agreement contains various covenants and restrictive provisions that, among other things, prohibit the Partnership from making distributions to unitholders if any event of default occurs or would result from the distribution or if the Partnership would not be in pro forma compliance with its financial covenants after giving effect to the distribution. In addition, the Credit Agreement contains various covenants that are usual and customary for a financing of this type, size and purpose, including, but not limited to, covenants that require the Partnership to maintain: a minimum consolidated EBITDA-to-fixed charge ratio, a minimum consolidated net working capital amount, a maximum consolidated total leverage-to-EBITDA ratio and a maximum consolidated senior secured leverage-to-EBITDA ratio. The Credit Agreement also limits the Partnership's ability to incur debt, grant liens, make certain investments or acquisitions, dispose of assets, and incur additional indebtedness. The Partnership was in compliance with the covenants under the Credit Agreement at December 31, 2019 . The Credit Agreement also contains events of default that are usual and customary for a financing of this type, size and purpose including, among others, non-payment of principal, interest or fees, violation of certain covenants, material inaccuracy of representations and warranties, bankruptcy and insolvency events, cross-payment default and cross-acceleration, material judgments and events constituting a change of control. If an event of default exists under the Credit Agreement, the lenders will be able to terminate the lending commitments, accelerate the maturity of the Credit Agreement and exercise other rights and remedies with respect to the collateral. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
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 $99.6 million , $111.8 million and $97.3 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Amounts due to the General Partner were $8.1 million and $9.8 million as of December 31, 2019 and 2018 , respectively. Through the General Partner, the Partnership participates in the Sponsor’s pension and other post-retirement benefits (see Note 16 - Retirement Plans). |
Other Obligations
Other Obligations | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Obligations | 14. Other Obligations As of December 31, 2019 2018 Deferred consideration $ 19,432 $ 21,779 Contingent consideration — 6,532 Port Authority terminal obligations 5,761 6,365 Asset retirement obligation 5,300 3,481 Postretirement benefits 1,867 2,160 Other 9,053 6,138 Other obligations, long-term portion $ 41,413 $ 46,455 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, 2019 is $2.3 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, 2019 are as follow: 2020 $ 3,818 2021 3,818 2022 3,818 2023 3,818 2024 3,818 Thereafter 8,913 Total 28,003 Less amount representing interest (6,223 ) Present value of payments 21,780 Less current portion (2,348 ) Deferred consideration, long-term portion $ 19,432 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, 2019 and 2018 , is $7.6 million and $8.4 million , respectively. The short-term portion of this obligation of $7.6 million and $1.9 million as of December 31, 2019 , and 2018 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 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 both December 31, 2019 and 2018 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 finance 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 current portion of the ARO represents the estimated obligation retirements for the ensuing year and is recorded in accrued liabilities. During 2019, the Partnership increased the cost estimate related to the ARO as quantified in the below table. The changes in the ARO are as follows: Years Ended December 31, 2019 2018 ARO - beginning of period $ 3,981 $ 4,490 Change in estimates 2,718 (139 ) Accretion expense (145 ) 92 Payments of ARO (495 ) (462 ) ARO - end of period 6,059 3,981 Less current portion (759 ) (500 ) ARO - long-term $ 5,300 $ 3,481 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, 2019 | |
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, 2019 2018 2017 Current U.S. Federal income tax $ (14 ) $ 118 $ 120 State and local income tax 45 95 231 Foreign income taxes 4,778 4,742 2,614 Total current income tax provision 4,809 4,955 2,965 Deferred U.S. Federal income tax 35 5 3 State and local income tax 963 567 (188 ) Foreign income taxes (2,497 ) (495 ) 1,042 Total deferred income tax provision (1,499 ) 77 857 Total income tax provision $ 3,310 $ 5,032 $ 3,822 U.S. and international components of income before income taxes were as follows: Years Ended December 31, 2019 2018 2017 United States $ 25,646 $ 69,283 $ 18,517 Foreign 8,920 15,568 14,802 Total income before income taxes $ 34,566 $ 84,851 $ 33,319 Reconciliations of the statutory U.S. federal income tax to the effective income tax for operations are as follows: Years Ended December 31, 2019 2018 2017 Statutory U.S. Federal income tax $ 7,255 $ 17,819 $ 11,661 Partnership income not subject to tax (5,348 ) (14,427 ) (6,360 ) State and local income taxes, net of federal tax 995 662 46 Foreign earnings taxed at higher (lower) rates 408 978 (1,525 ) Total income tax provision $ 3,310 $ 5,032 $ 3,822 The components of the deferred tax assets (liabilities) were as follows: As of December 31, 2019 2018 Deferred tax assets: Derivatives $ 1,161 $ — Capital losses 466 466 Other 227 640 Total deferred tax assets 1,854 1,106 Valuation allowance (466 ) (466 ) Net deferred tax assets 1,388 640 Deferred tax liabilities: Fixed assets (17,222 ) (17,845 ) Other (368 ) (561 ) Total deferred tax liabilities (17,590 ) (18,406 ) Net deferred tax liabilities $ (16,202 ) $ (17,766 ) 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, 2019 , the Partnership has not provided deferred Canadian withholding taxes on accumulated Canadian earnings of $86.4 million which are considered to be indefinitely reinvested outside the U.S. The unrecognized deferred withholding tax liability associated with these earnings is $21.6 million as of December 31, 2019 . |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2019 | |
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 Sponsor. 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 Sponsor’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 Sponsor. 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 $0.4 million , $1.1 million and $1.1 million during the years ended December 31, 2019 , 2018 and 2017 , 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 $4.6 million , $5.4 million and $5.0 million during the years ended December 31, 2019 , 2018 and 2017 , respectively. Other Postretirement Benefits The Sponsor 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 Sponsor. 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 for each of the years ended December 31, 2019 , 2018 and 2017 , related to these plans. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2019 | |
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) 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 operations. 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 operations segment primarily consists of the purchase, sale and distribution of coal, and commercial trucking activities unrelated to its refined products segment. Other operations are not reported separately as they represent less than 10% of consolidated net sales and adjusted gross margin. The other operations reporting segment consists of two operating segments. The Partnership evaluates segment performance based on adjusted gross margin, a non-GAAP measure, which is net sales less cost of products sold (exclusive of depreciation and amortization) increased by unrealized hedging losses and decreased by unrealized hedging gains, in each case with respect to refined products and natural gas inventory, prepaid forward contracts and natural gas transportation contracts. Based on the way the business is managed, it is not reasonably possible for the Partnership to allocate the components of operating costs and expenses among the operating segments. There were no significant intersegment sales for any of the years presented below. The Partnership had no single customer that accounted for more than 10% of total net sales for the years ended December 31, 2019 , 2018 and 2017 , respectively. The Partnership’s foreign sales, primarily sales of refined products and natural gas to its customers in Canada, were $255.5 million , $290.4 million and $265.7 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Summarized financial information for the Partnership’s reportable segments is presented in the table below: Years Ended December 31, 2019 2018 2017 Net sales: Refined products $ 3,112,924 $ 3,357,769 $ 2,455,577 Natural gas 307,952 332,038 331,669 Materials handling 56,655 57,509 46,513 Other operations 24,879 23,817 21,237 Net sales $ 3,502,410 $ 3,771,133 $ 2,854,996 Adjusted gross margin (1): Refined products $ 150,124 $ 150,965 $ 142,467 Natural gas 54,288 57,875 65,060 Materials handling 56,616 57,515 46,512 Other operations 6,904 7,319 7,658 Adjusted gross margin 267,932 273,674 261,697 Reconciliation to operating income (2): Add(deduct): Change in unrealized (gain) loss on inventory (3) (12,814 ) 32,960 (124 ) Change in unrealized value on prepaid forward contract (4) — — 1,076 Change in unrealized value on natural gas transportation contracts (5) 19,289 19,114 (10,441 ) Operating costs and expenses not allocated to operating segments: Operating expenses (84,924 ) (88,659 ) (72,284 ) Selling, general and administrative (78,135 ) (80,799 ) (87,582 ) Depreciation and amortization (34,015 ) (33,378 ) (28,125 ) Operating income 77,333 122,912 64,217 Other (expense) income (378 ) 293 108 Interest income 555 577 339 Interest expense (42,944 ) (38,931 ) (31,345 ) Income tax provision (3,310 ) (5,032 ) (3,822 ) Net income $ 31,256 $ 79,819 $ 29,497 (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 hedging losses (gains) in net income (loss). Segment Assets Due to the commingled nature and uses of the Partnership’s fixed assets, the Partnership does not track its fixed assets between its refined products and materials handling operating segments or its other activities. There are no significant fixed assets attributable to the natural gas reportable segment. As of December 31, 2019 , goodwill recorded for the refined products, natural gas, materials handling and other operations segments amounted to $71.4 million , $35.5 million , $6.9 million and $1.2 million , respectively. 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, 2019 2018 United States $ 278,820 $ 277,405 Canada 69,219 72,441 Total $ 348,039 $ 349,846 |
Financial Instruments and Off-B
Financial Instruments and Off-Balance Sheet Risk | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 , 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, 2019 and 2018 , 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, 2019 and 2018 , 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, 2019 and 2018 , the carrying value of the deferred consideration approximated fair value because there has been no significant subsequent change in the estimated fair value discount rate or probability of outcome. 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, 2019 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 $ 62,580 $ — $ 62,580 $ — Futures, swaps and options 32,083 32,057 26 — Commodity derivatives 94,663 32,057 62,606 — Currency swaps 15 — 15 — Total derivative assets $ 94,678 $ 32,057 $ 62,621 $ — Derivative liabilities: Commodity exchange contracts $ 2 $ 2 $ — $ — Commodity fixed forwards 16,017 — 16,017 — Futures, swaps and options 63,360 63,359 1 — Commodity derivatives 79,379 63,361 16,018 — Interest rate swaps 8,214 — 8,214 — Total derivative liabilities $ 87,593 $ 63,361 $ 24,232 $ — Contingent consideration $ 7,590 $ — $ — $ 7,590 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 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 $57.8 million at December 31, 2019 . Information related to these offsetting arrangements as of December 31, 2019 and 2018 is as follows: As of December 31, 2019 Gross Amount Not Offset in the Balance Sheet Net Amount Gross Amounts of Financial Instruments Cash Collateral Posted Commodity derivative assets $ 94,663 $ (36,885 ) $ — $ 57,778 Currency swaps 15 — — 15 Fair value of derivative assets $ 94,678 $ (36,885 ) $ — $ 57,793 Commodity derivative liabilities $ (79,379 ) $ 36,885 $ 31,303 $ (11,191 ) Interest rate swap derivative liabilities (8,214 ) — — (8,214 ) Fair value of derivative liabilities $ (87,593 ) $ 36,885 $ 31,303 $ (19,405 ) 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 Interest rate 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, 2019 , the Partnership held no cash collateral and posted cash collateral of $54.6 million . As of December 31, 2018 , the Partnership held total cash collateral of $28.5 million and posted cash collateral of $0.8 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, 2019 2018 2017 Refined products contracts $ (26,194 ) $ 54,616 $ 12,856 Natural gas contracts 38,513 (1,353 ) (1,555 ) Total $ 12,319 $ 53,263 $ 11,301 There were no discretionary trading activities included in realized and unrealized gains (losses) on derivatives instruments for the years ended December 31, 2019 , 2018 and 2017 . The following table presents the gross volume of commodity derivative instruments outstanding for the periods indicated: As of December 31, 2019 As of December 31, 2018 Refined Products (Barrels) Natural Gas (MMBTUs) Refined Products (Barrels) Natural Gas (MMBTUs) Long contracts 8,332 168,818 8,796 132,030 Short contracts (11,475) (91,011) (12,379) (72,223) 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 expects to continue to utilize interest rate swaps to hedge cash flow risk and to manage the Partnership's exposure to LIBOR interest rates or its replaced equivalent for the foreseeable future. The Partnership's interest rate swap agreements outstanding as of December 31, 2019 were as follows: Interest Rate Swap Agreements Beginning Ending Notional Amount January 2019 January 2020 $ 300,000 January 2020 January 2021 $ 300,000 January 2021 January 2022 $ 300,000 January 2022 January 2023 $ 250,000 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, 2019 , the amount of unrealized losses , net of tax, expected to be reclassified to earnings during the following twelve-month period was $2.8 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 Income. The Partnership records changes in the estimated fair value of the contingent consideration within selling, general and administrative expenses in the Consolidated Statements of Income. Changes in the contingent consideration liability are measured at fair value on a recurring basis using unobservable inputs (Level 3) are as follows: Years Ended December 31, 2019 2018 Contingent consideration - beginning of year $ 8,402 $ 9,725 Payments (2,000 ) (2,000 ) Change in estimated fair value 1,188 677 Contingent consideration - end of year $ 7,590 $ 8,402 Less current portion (7,590 ) (1,870 ) Contingent consideration - long-term portion $ — $ 6,532 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. Commitments and Contingencies Legal, Environmental and Other Proceedings The Partnership is subject to a tax on sales made in Quebec from 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. Since filing this legal action in June 2018, the Partnership has been assessed $4.9 million of tax, including interest and penalties, for the period of 2007 to 2018. Similarly, since the filing, the Partnership has been assessed $9.2 million , including a 15% penalty and interest, from the Ministry of the Environment, and the Fight Against Climate Change (known as MELCC) under separate regulation that was in effect for the period from 2007 through 2014. The Partnership is disputing this 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, 2019 | |
Share-based Payment Arrangement [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. The Partnership estimates that $1.0 million of the annual bonus accrued as of December 31, 2019 will be settled in common units. Of the bonus accrued as of December 31, 2016, $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. Equity Awards - Director Compensation During the years ended December 31, 2019 , 2018 , and 2017 the board of directors of the General Partner issued 13,932 , 6,693 , and 9,360 , vested units as compensation to certain of its directors, respectively, with estimated total grant date fair values of $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, 2019 , there were 388,689 common units reserved for issuance and 445,156 available for issuance. Phantom units have been granted as follows: • Year ended December 31, 2019 - granted 180,638 OCF-based phantom units with a grant date fair value of $15.04 per unit and a performance period ending December 31, 2021. • 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. Phantom units have vested as follows: • Performance period ending December 31, 2019 - did not achieve minimum performance levels. • 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. The following table presents a summary of the status of the Partnership’s phantom unit awards subject to vesting: 2019 Awards 2018 Awards 2017 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, 2018 — $ — 123,186 $ 23.30 119,996 $ 26.96 Granted 180,638 15.04 — — — — Forfeited (17,107 ) (15.04 ) (12,193 ) (23.30 ) (5,831 ) (27.00 ) Vested (end of performance period) — — — — — — Nonvested at December 31, 2019 163,531 $ 15.04 110,993 $ 23.30 114,165 $ 26.60 Unit-based compensation expense (income) for the year ended December 31, 2019 was $0.6 million as compared to $(0.9) million and $2.2 million , for the years ended December 31, 2018 and December 31, 2017 , respectively. During the year ended December 31, 2018, the Partnership updated its estimate of the number of phantom unit awards granted in 2018 and 2017 that are expected to vest which resulted in cumulative adjustmet to unit-based compensation expense during 2018 for those awards. 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 $1.5 million as of December 31, 2019 , 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, 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 — Director vested awards 13,932 — — Balance as of December 31, 2019 10,641,561 12,106,348 — |
Earnings Per Unit
Earnings Per Unit | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Unit | 21. Earnings Per Unit The Partnership has identified the IDRs as participating securities and uses the two-class method when calculating the net income per unit applicable to limited partners. Earnings per unit applicable to limited partners is computed by dividing limited partners’ interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common units. The Partnership’s net income is allocated to the limited partners in accordance with their respective ownership percentages, after giving effect to priority income allocations for incentive distributions, which are declared and paid following the close of each quarter. Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Diluted earnings per unit includes the effects of potentially dilutive units on the Partnership’s common units, consisting of unvested phantom units. Payments made to the Partnership’s unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of earnings per unit. Quarterly net income per limited partner and per unit amounts are stand-alone calculations and may not be additive to year to date amounts due to rounding and changes in outstanding units. The table below shows the weighted average common units outstanding used to compute net income per common unit for the periods indicated. Years Ended December 31, 2019 2018 2017 Weighted average limited partner common units - basic 22,736,916 22,728,218 22,208,964 Dilutive effect of unvested phantom units 33,967 9,186 265,908 Weighted average limited partner common units - dilutive 22,770,883 22,737,404 22,474,872 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. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | 22. Quarterly Financial Data (Unaudited) Year Ended December 31, 2019 First Second Third Fourth Total (in thousands, except for per unit amounts) Net sales $ 1,258,308 $ 662,018 $ 582,590 $ 999,494 $ 3,502,410 Net income (loss) 33,921 (4,778 ) (9,734 ) 11,847 31,256 Limited partners' interest in net income (loss) 31,866 (6,833 ) (9,734 ) 9,794 25,093 Net income (loss) per limited partner unit: (1) Common-basic $ 1.40 $ (0.30 ) $ (0.43 ) $ 0.43 $ 1.10 Common-diluted $ 1.40 $ (0.30 ) $ (0.43 ) $ 0.43 $ 1.10 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 (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, 2019 | |
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 IDR DER Total December 31, 2017 February 12, 2018 $0.6375 $ 14,489 $ 1,373 $ 1,760 $ 17,622 March 31, 2018 May 18, 2018 $0.6525 $ 14,830 $ 1,714 $ — $ 16,544 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 December 31, 2018 February 13, 2019 $0.6675 $ 15,175 $ 2,055 $ — $ 17,230 March 31, 2019 May 14, 2019 $0.6675 $ 15,175 $ 2,055 $ — $ 17,230 June 30, 2019 August 12, 2019 $0.6675 $ 15,175 $ 2,055 $ — $ 17,230 September 30, 2019 November 12, 2019 $0.6675 $ 15,175 $ — $ — $ 15,175 In addition, on January 24, 2020, the Partnership declared a cash distribution for the three months ended December 31, 2019 , of $0.6675 per unit, totaling $17.2 million . Such distribution was paid on February 10, 2020, to unitholders of record on February 4, 2020. Further, on January 23, 2020, the Partnership entered into a letter agreement with the Sponsor and Sprague Holdings providing that Sprague Holdings would receive common units, representing limited partner interests in the Partnership, in lieu of cash, in respect of the incentive distribution rights payable in connection with the distribution for the fourth quarter of 2019. The number of such common units that were issued to Sprague Resources Holdings LLC was computed based upon the lesser of an incentive distribution rights cash payment of $2,055,252 divided by the market price on close of business on January 23, 2020 or the number of units based on the 10-day volume weighted average price ending December 31, 2019. Accordingly, on February 10, 2020, we issued 121,150 common units to Sprague Holdings in lieu of an aggregate cash payment of $2,055,252 that would have been payable on the incentive distribution rights for such quarter. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 control 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 $7.5 million , $7.7 million and $5.9 million for the years ended December 31, 2019 , 2018 and 2017 , 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, 2019 will settle prior to June 30, 2021. 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, 2019 or 2018 . |
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 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. 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 of 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 has 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. 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 Per Unit | Earnings Per Unit The Partnership computes income (loss) per unit using the two-class method. The Partnership has identified the IDRs as participating securities and uses the two-class method when calculating the net income per unit applicable to limited partners. Earnings per unit applicable to limited partners is computed by dividing limited partners’ interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common 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 that has been or will be distributed to the incentive distribution right holder, 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. 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 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 defined as the excess of cost over the fair value of assets acquired and liabilities assumed in a business combination. We test goodwill at the reporting unit level annually as of October 31 or on an as needed basis, for indicators of impairment at each reporting unit that has recorded goodwill. In performing the test, we either use a qualitative assessment or a single step quantitative approach. Under the qualitative approach we consider a number of factors, including the amount by which the previous quantitative test's fair value exceeded the carrying value of the reporting units, actual performance as compared to internal forecasts used in the previous quantitative test, an evaluation of discount rates, and an evaluation of current economic factors for both the worldwide economy and specifically the oil and gas industry, and any significant changes in customer and supplier relationships. We weigh these factors to determine if it is more likely than not that the fair value of the reporting unit exceeds its carrying value. If after performing a qualitative assessment, indicators are present, or we identify factors that cause us to believe it is appropriate to perform a more precise calculation of fair value, we would move beyond the qualitative assessment and perform a quantitative impairment test. Under the quantitative impairment test, we perform a comparison of the reporting unit’s carrying value to its fair value. We estimate the fair value of a reporting unit based upon future net discounted cash flows (Level 3 measurement). In calculating these estimates, we develop a discounted cash flow model based on forecasted operating results, discount rates, and growth rates, which contemplate business, market and overall economic conditions. Further, the discount rates used require estimates of the cost of equity and debt financing. The estimates of fair value of these reporting units could change if actual operating results or discount rates vary from these estimates. We performed sensitivity analyses on the fair values resulting from the discounted cash flows valuation utilizing more conservative assumptions that reflect reasonably likely future changes in the discount rates and perpetual growth rate in each of the reporting units. Based upon our 2019 annual impairment testing analyses, including the consideration of reasonably likely adverse changes in assumptions described above, the Partnership determined that there have been no goodwill impairments to date. |
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, 2019 , 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, 2019 , 2018 and 2017 , the uncertain tax positions and related 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, 2018 , 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 adoption of this new guidance in 2019 did not have a material impact on the Partnership's consolidated financial statements. 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 income statements in a manner similar to prior accounting guidance. The Partnership made an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Partnership adopted this new accounting standard using a modified retrospective approach, which applies the provisions of the new guidance as of January 1, 2019 without adjusting the comparative periods presented. See Note 3 - Leases for further information. 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 June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. The guidance is effective for interim and annual periods for fiscal years beginning after December 15, 2019, with early adoption permitted. The Partnership is currently evaluating the impact of the new standard on its Consolidated Financial Statements. The Partnership anticipates that the adoption of this ASU in 2020 will not have a material impact to the Partnership's consolidated financial statements. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 As of December 31, 2019 2018 Plant, machinery, furniture and fixtures $ 423,722 $ 416,398 Building and leasehold improvements 19,143 19,159 Land and land improvements 87,782 87,854 Construction in progress 9,906 9,308 Property, plant and equipment, gross 540,553 532,719 Less: accumulated depreciation (192,514 ) (182,873 ) Property, plant and equipment, net $ 348,039 $ 349,846 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 2019 2018 2017 Net sales: Refined products Distillates $ 2,514,010 $ 2,686,833 $ 1,873,782 Gasoline 298,633 320,168 280,891 Heavy fuel oil and asphalt 300,281 350,768 300,904 Total refined products $ 3,112,924 $ 3,357,769 $ 2,455,577 Natural gas 307,952 332,038 331,669 Materials handling 56,655 57,509 46,513 Other operations 24,879 23,817 21,237 Net sales $ 3,502,410 $ 3,771,133 $ 2,854,996 Net sales by Country: United States $ 3,246,951 $ 3,480,744 $ 2,589,293 Canada 255,459 290,389 265,703 Net sales $ 3,502,410 $ 3,771,133 $ 2,854,996 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Operating and Financing Leases | Operating and finance leases as of December 31, 2019 are as follows: Operating Finance ROU Assets: Other Assets, Net $ 18,270 $ — Property, Plant and Equipment, Net — 16,063 Total ROU Assets $ 18,270 $ 16,063 Lease Liabilities: Accrued Liabilities $ 6,772 $ — Current Portion of Other Obligation — 2,797 Other Obligations, Less Current Portion — 13,584 Operating Lease Liabilities, Less Current Portion 11,850 — Total Lease Liabilities $ 18,622 $ 16,381 Weighted Average Remaining Lease Term (Years) 3 6 Weighted Average Discount Rate 6.10 % 5.17 % |
Supplemental Cash Flow Information | Supplemental cash flow information related to operating leases as of December 31, 2019 is as follows: December 31, 2019 Cash paid for operating leases $ 6,279 ROU assets obtained in exchange for new lease liabilities $ 4,057 Property, plant and equipment include the following amounts under finance or capital leases: As of December 31, 2019 2018 Plant, machinery, furniture and fixtures $ 26,459 $ 21,231 Building and leasehold improvements 962 962 Land and land improvements 251 251 Property, plant and equipment, gross 27,672 22,444 Less: accumulated amortization (11,609 ) (9,849 ) Property, plant and equipment, net $ 16,063 $ 12,595 |
Maturities of Operating Lease Liabilities | Maturities of operating and finance lease liabilities as of December 31, 2019 are as follows: Operating Finance 2020 $ 6,912 $ 3,262 2021 6,985 3,121 2022 3,854 2,868 2023 1,125 2,174 2024 730 1,285 Thereafter 629 5,267 Total Lease Payments 20,235 17,977 Less: Interest (1,613 ) (1,596 ) Total $ 18,622 $ 16,381 |
Maturities of Finance Lease Liabilities | Maturities of operating and finance lease liabilities as of December 31, 2019 are as follows: Operating Finance 2020 $ 6,912 $ 3,262 2021 6,985 3,121 2022 3,854 2,868 2023 1,125 2,174 2024 730 1,285 Thereafter 629 5,267 Total Lease Payments 20,235 17,977 Less: Interest (1,613 ) (1,596 ) Total $ 18,622 $ 16,381 |
Undiscounted Cash Flows To Be Received From Operating Leases | The undiscounted cash flows to be received on an annual basis from operating leases as of December 31, 2019 are as follows: December 31, 2019 2020 $ 29,658 2021 20,568 2022 16,850 2023 12,354 2024 11,358 Thereafter 46,902 Total Lease Receipts $ 137,690 |
Schedule of Future Annual Payments for Operating Leases under ASC topic 840 | As previously reported in the 2018 Form 10-K under ASC Topic 840, the following table summarizes the future minimum lease 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 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss, Net of Tax (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 Fair value of interest rate swaps, net of tax $ (8,150 ) $ 176 Cumulative foreign currency translation adjustment (11,538 ) (11,698 ) Accumulated other comprehensive loss, net of tax $ (19,688 ) $ (11,522 ) |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | As of December 31, 2019 2018 Accounts receivable, trade $ 274,014 $ 262,912 Less allowance for doubtful accounts (1,471 ) (2,066 ) Net accounts receivable, trade 272,543 260,846 Accounts receivable, other 8,984 9,062 Accounts receivable, net $ 281,527 $ 269,908 |
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, 2019: Allowance for doubtful accounts $ 2,066 $ 323 $ (59 ) $ (859 ) $ 1,471 Allowance for notes receivable 308 — (8 ) — 300 Total $ 2,374 $ 323 $ (67 ) $ (859 ) $ 1,771 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 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | As of December 31, 2019 2018 Petroleum and related products $ 285,539 $ 253,385 Coal 4,374 2,566 Natural gas 3,311 3,617 Inventories $ 293,224 $ 259,568 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | As of December 31, 2019 2018 Margin deposits with brokers $ 54,623 $ 827 Prepaid software & fees 5,007 5,627 Other 4,075 2,434 Other current assets $ 63,705 $ 8,888 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of 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 As of December 31, 2019 2018 Plant, machinery, furniture and fixtures $ 423,722 $ 416,398 Building and leasehold improvements 19,143 19,159 Land and land improvements 87,782 87,854 Construction in progress 9,906 9,308 Property, plant and equipment, gross 540,553 532,719 Less: accumulated depreciation (192,514 ) (182,873 ) Property, plant and equipment, net $ 348,039 $ 349,846 |
Schedule of Property, Plant and Equipment Include Amounts for Capital Leases | Supplemental cash flow information related to operating leases as of December 31, 2019 is as follows: December 31, 2019 Cash paid for operating leases $ 6,279 ROU assets obtained in exchange for new lease liabilities $ 4,057 Property, plant and equipment include the following amounts under finance or capital leases: As of December 31, 2019 2018 Plant, machinery, furniture and fixtures $ 26,459 $ 21,231 Building and leasehold improvements 962 962 Land and land improvements 251 251 Property, plant and equipment, gross 27,672 22,444 Less: accumulated amortization (11,609 ) (9,849 ) Property, plant and equipment, net $ 16,063 $ 12,595 |
Intangibles, Net (Tables)
Intangibles, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Useful Life and Amortization | As of December 31, 2019 Remaining Useful Life (Years) Gross Accumulated Amortization Net Customer relationships 3 - 23 $ 80,919 $ 34,149 $ 46,770 Non-compete agreements 2 - 3 11,191 8,420 2,771 Other 1 - 3 2,543 2,320 223 Intangible assets, net $ 94,653 $ 44,889 $ 49,764 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 11,191 6,103 5,088 Other 1 - 4 2,543 1,981 562 Intangible assets, net $ 94,653 $ 34,666 $ 59,987 |
Other Assets, Net (Tables)
Other Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets, Net | As of December 31, 2019 2018 Deferred debt issuance costs, net $ 4,745 $ 8,335 ROU Assets 18,270 — Other 1,168 359 Other assets, net $ 24,183 $ 8,694 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | As of December 31, 2019 2018 Accrued product taxes $ 11,722 $ 9,830 Customer prepayments and deposits 7,501 9,846 Operating lease liabilities 6,772 — Accrued product costs 3,546 6,310 Margin deposits from brokers — 28,529 Other 13,845 11,444 Accrued liabilities $ 43,386 $ 65,959 |
Credit Agreement (Tables)
Credit Agreement (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Credit Agreements | As of December 31, 2019 2018 Working capital facilities $ 437,184 $ 284,998 Acquisition facility 374,600 376,100 Total credit agreement 811,784 661,098 Less: current portion of working capital facilities (437,184 ) (154,318 ) Total long-term portion $ 374,600 $ 506,780 |
Other Obligations (Tables)
Other Obligations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Liabilities | As of December 31, 2019 2018 Deferred consideration $ 19,432 $ 21,779 Contingent consideration — 6,532 Port Authority terminal obligations 5,761 6,365 Asset retirement obligation 5,300 3,481 Postretirement benefits 1,867 2,160 Other 9,053 6,138 Other obligations, long-term portion $ 41,413 $ 46,455 |
Summary of Deferred Consideration | Deferred consideration obligation maturities for each of the next five years and thereafter as of December 31, 2019 are as follow: 2020 $ 3,818 2021 3,818 2022 3,818 2023 3,818 2024 3,818 Thereafter 8,913 Total 28,003 Less amount representing interest (6,223 ) Present value of payments 21,780 Less current portion (2,348 ) Deferred consideration, long-term portion $ 19,432 |
Schedule of Change in Asset Retirement Obligation | The changes in the ARO are as follows: Years Ended December 31, 2019 2018 ARO - beginning of period $ 3,981 $ 4,490 Change in estimates 2,718 (139 ) Accretion expense (145 ) 92 Payments of ARO (495 ) (462 ) ARO - end of period 6,059 3,981 Less current portion (759 ) (500 ) ARO - long-term $ 5,300 $ 3,481 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 Current U.S. Federal income tax $ (14 ) $ 118 $ 120 State and local income tax 45 95 231 Foreign income taxes 4,778 4,742 2,614 Total current income tax provision 4,809 4,955 2,965 Deferred U.S. Federal income tax 35 5 3 State and local income tax 963 567 (188 ) Foreign income taxes (2,497 ) (495 ) 1,042 Total deferred income tax provision (1,499 ) 77 857 Total income tax provision $ 3,310 $ 5,032 $ 3,822 |
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, 2019 2018 2017 United States $ 25,646 $ 69,283 $ 18,517 Foreign 8,920 15,568 14,802 Total income before income taxes $ 34,566 $ 84,851 $ 33,319 |
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, 2019 2018 2017 Statutory U.S. Federal income tax $ 7,255 $ 17,819 $ 11,661 Partnership income not subject to tax (5,348 ) (14,427 ) (6,360 ) State and local income taxes, net of federal tax 995 662 46 Foreign earnings taxed at higher (lower) rates 408 978 (1,525 ) Total income tax provision $ 3,310 $ 5,032 $ 3,822 |
Schedule of Components of Deferred Tax Assets (Liabilities) | The components of the deferred tax assets (liabilities) were as follows: As of December 31, 2019 2018 Deferred tax assets: Derivatives $ 1,161 $ — Capital losses 466 466 Other 227 640 Total deferred tax assets 1,854 1,106 Valuation allowance (466 ) (466 ) Net deferred tax assets 1,388 640 Deferred tax liabilities: Fixed assets (17,222 ) (17,845 ) Other (368 ) (561 ) Total deferred tax liabilities (17,590 ) (18,406 ) Net deferred tax liabilities $ (16,202 ) $ (17,766 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 Net sales: Refined products $ 3,112,924 $ 3,357,769 $ 2,455,577 Natural gas 307,952 332,038 331,669 Materials handling 56,655 57,509 46,513 Other operations 24,879 23,817 21,237 Net sales $ 3,502,410 $ 3,771,133 $ 2,854,996 Adjusted gross margin (1): Refined products $ 150,124 $ 150,965 $ 142,467 Natural gas 54,288 57,875 65,060 Materials handling 56,616 57,515 46,512 Other operations 6,904 7,319 7,658 Adjusted gross margin 267,932 273,674 261,697 Reconciliation to operating income (2): Add(deduct): Change in unrealized (gain) loss on inventory (3) (12,814 ) 32,960 (124 ) Change in unrealized value on prepaid forward contract (4) — — 1,076 Change in unrealized value on natural gas transportation contracts (5) 19,289 19,114 (10,441 ) Operating costs and expenses not allocated to operating segments: Operating expenses (84,924 ) (88,659 ) (72,284 ) Selling, general and administrative (78,135 ) (80,799 ) (87,582 ) Depreciation and amortization (34,015 ) (33,378 ) (28,125 ) Operating income 77,333 122,912 64,217 Other (expense) income (378 ) 293 108 Interest income 555 577 339 Interest expense (42,944 ) (38,931 ) (31,345 ) Income tax provision (3,310 ) (5,032 ) (3,822 ) Net income $ 31,256 $ 79,819 $ 29,497 (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 hedging losses (gains) in net income (loss). |
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, 2019 2018 United States $ 278,820 $ 277,405 Canada 69,219 72,441 Total $ 348,039 $ 349,846 |
Financial Instruments and Off_2
Financial Instruments and Off-Balance Sheet Risk (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 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 $ 62,580 $ — $ 62,580 $ — Futures, swaps and options 32,083 32,057 26 — Commodity derivatives 94,663 32,057 62,606 — Currency swaps 15 — 15 — Total derivative assets $ 94,678 $ 32,057 $ 62,621 $ — Derivative liabilities: Commodity exchange contracts $ 2 $ 2 $ — $ — Commodity fixed forwards 16,017 — 16,017 — Futures, swaps and options 63,360 63,359 1 — Commodity derivatives 79,379 63,361 16,018 — Interest rate swaps 8,214 — 8,214 — Total derivative liabilities $ 87,593 $ 63,361 $ 24,232 $ — Contingent consideration $ 7,590 $ — $ — $ 7,590 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 |
Offsetting Liabilities | Information related to these offsetting arrangements as of December 31, 2019 and 2018 is as follows: As of December 31, 2019 Gross Amount Not Offset in the Balance Sheet Net Amount Gross Amounts of Financial Instruments Cash Collateral Posted Commodity derivative assets $ 94,663 $ (36,885 ) $ — $ 57,778 Currency swaps 15 — — 15 Fair value of derivative assets $ 94,678 $ (36,885 ) $ — $ 57,793 Commodity derivative liabilities $ (79,379 ) $ 36,885 $ 31,303 $ (11,191 ) Interest rate swap derivative liabilities (8,214 ) — — (8,214 ) Fair value of derivative liabilities $ (87,593 ) $ 36,885 $ 31,303 $ (19,405 ) 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 Interest rate 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 ) |
Offsetting Assets | Information related to these offsetting arrangements as of December 31, 2019 and 2018 is as follows: As of December 31, 2019 Gross Amount Not Offset in the Balance Sheet Net Amount Gross Amounts of Financial Instruments Cash Collateral Posted Commodity derivative assets $ 94,663 $ (36,885 ) $ — $ 57,778 Currency swaps 15 — — 15 Fair value of derivative assets $ 94,678 $ (36,885 ) $ — $ 57,793 Commodity derivative liabilities $ (79,379 ) $ 36,885 $ 31,303 $ (11,191 ) Interest rate swap derivative liabilities (8,214 ) — — (8,214 ) Fair value of derivative liabilities $ (87,593 ) $ 36,885 $ 31,303 $ (19,405 ) 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 Interest rate 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 ) |
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, 2019 2018 2017 Refined products contracts $ (26,194 ) $ 54,616 $ 12,856 Natural gas contracts 38,513 (1,353 ) (1,555 ) Total $ 12,319 $ 53,263 $ 11,301 |
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, 2019 As of December 31, 2018 Refined Products (Barrels) Natural Gas (MMBTUs) Refined Products (Barrels) Natural Gas (MMBTUs) Long contracts 8,332 168,818 8,796 132,030 Short contracts (11,475) (91,011) (12,379) (72,223) |
Schedule of Interest Rate Swaps Notional Amount | The Partnership's interest rate swap agreements outstanding as of December 31, 2019 were as follows: Interest Rate Swap Agreements Beginning Ending Notional Amount 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, | Years Ended December 31, 2019 2018 Contingent consideration - beginning of year $ 8,402 $ 9,725 Payments (2,000 ) (2,000 ) Change in estimated fair value 1,188 677 Contingent consideration - end of year $ 7,590 $ 8,402 Less current portion (7,590 ) (1,870 ) Contingent consideration - long-term portion $ — $ 6,532 |
Equity and Equity-Based Compe_2
Equity and Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [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: 2019 Awards 2018 Awards 2017 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, 2018 — $ — 123,186 $ 23.30 119,996 $ 26.96 Granted 180,638 15.04 — — — — Forfeited (17,107 ) (15.04 ) (12,193 ) (23.30 ) (5,831 ) (27.00 ) Vested (end of performance period) — — — — — — Nonvested at December 31, 2019 163,531 $ 15.04 110,993 $ 23.30 114,165 $ 26.60 |
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, 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 — Director vested awards 13,932 — — Balance as of December 31, 2019 10,641,561 12,106,348 — |
Earnings Per Unit (Tables)
Earnings Per Unit (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 Weighted average limited partner common units - basic 22,736,916 22,728,218 22,208,964 Dilutive effect of unvested phantom units 33,967 9,186 265,908 Weighted average limited partner common units - dilutive 22,770,883 22,737,404 22,474,872 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Data | Year Ended December 31, 2019 First Second Third Fourth Total (in thousands, except for per unit amounts) Net sales $ 1,258,308 $ 662,018 $ 582,590 $ 999,494 $ 3,502,410 Net income (loss) 33,921 (4,778 ) (9,734 ) 11,847 31,256 Limited partners' interest in net income (loss) 31,866 (6,833 ) (9,734 ) 9,794 25,093 Net income (loss) per limited partner unit: (1) Common-basic $ 1.40 $ (0.30 ) $ (0.43 ) $ 0.43 $ 1.10 Common-diluted $ 1.40 $ (0.30 ) $ (0.43 ) $ 0.43 $ 1.10 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 (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, 2019 | |
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 IDR DER Total December 31, 2017 February 12, 2018 $0.6375 $ 14,489 $ 1,373 $ 1,760 $ 17,622 March 31, 2018 May 18, 2018 $0.6525 $ 14,830 $ 1,714 $ — $ 16,544 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 December 31, 2018 February 13, 2019 $0.6675 $ 15,175 $ 2,055 $ — $ 17,230 March 31, 2019 May 14, 2019 $0.6675 $ 15,175 $ 2,055 $ — $ 17,230 June 30, 2019 August 12, 2019 $0.6675 $ 15,175 $ 2,055 $ — $ 17,230 September 30, 2019 November 12, 2019 $0.6675 $ 15,175 $ — $ — $ 15,175 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) | Feb. 16, 2017shares | Feb. 15, 2017$ / shares | Dec. 31, 2019USD ($)employeesegmentagreement$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2016 |
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Number of reporting operating segments | segment | 4 | |||||
Revenue from contracts with customers, cash discounts | $ | $ 7,500,000 | $ 7,700,000 | $ 5,900,000 | |||
Payment terms | 30 days | |||||
Revenue, performance obligation, description of timing | one year or less | |||||
Goodwill impairment | $ | $ 0 | |||||
Percentage of non-qualifying income | 10.00% | |||||
Unrealized (loss) gain on foreign currency | $ | $ (100,000) | $ (200,000) | $ 300,000 | |||
General Partner | ||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Approximate number of employees | 665 | |||||
Number agreement participants | 62 | |||||
Collective-bargaining agreement, number of agreements | agreement | 5 | |||||
Collective-bargaining agreement, number of agreements expiring | agreement | 1 | |||||
Number of agreement participants on expiring contracts | 6 | |||||
Kildair | ||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Approximate number of employees | 105 | |||||
Collective-bargaining agreement, number of agreements expiring | agreement | 1 | |||||
Number of agreement participants on expiring contracts | 39 | |||||
Sprague Resources Holdings | ||||||
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 | |||||
Percentage of economic interest in incentive distribution rights, maximum | 50.00% | |||||
Performance-based Phantom Units | ||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Vesting period | 3 years | |||||
Percentage of phantom units granted | 195.50% | 200.00% | ||||
Performance-based Phantom Units | Minimum | ||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Percentage of phantom units granted | 0.00% | |||||
Performance-based Phantom Units | Maximum | ||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Percentage of phantom units granted | 200.00% | |||||
Phantom Units (OCF-based) | ||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Vesting period | 3 years | |||||
Phantom Units (OCF-based) | Minimum | ||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Percentage of phantom units granted | 0.00% | |||||
Phantom Units (OCF-based) | Maximum | ||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Percentage of phantom units granted | 200.00% | |||||
Sprague Resources LP | Axel Johnson Inc. | ||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Membership interest | 53.00% | |||||
Common Unitholders - Affiliated | ||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Units, outstanding (in shares) | shares | 12,106,348 | 12,106,348 | ||||
Distribution made to limited partner, unit distribution, dilution per unit (in dollars per share) | $ / shares | $ 0.4125 | |||||
Common Unitholders - Affiliated | Sprague Resources LP | Axel Johnson Inc. | ||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Units, outstanding (in shares) | shares | 12,106,348 | |||||
Subordinated Sprague Holdings | ||||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||||
Units, outstanding (in shares) | shares | 10,071,970 | |||||
Subordinated units, conversion ratio | 1 |
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 (Details) | 12 Months Ended |
Dec. 31, 2019 | |
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 (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | |||||||||||
Customer prepayments and deposits | $ 7,501 | $ 9,846 | $ 7,501 | $ 9,846 | |||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 999,494 | $ 582,590 | $ 662,018 | $ 1,258,308 | $ 1,079,874 | $ 618,455 | $ 741,656 | $ 1,331,148 | 3,502,410 | 3,771,133 | $ 2,854,996 |
United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 3,246,951 | 3,480,744 | 2,589,293 | ||||||||
Canada | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 255,459 | 290,389 | 265,703 | ||||||||
Refined products | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 3,112,924 | 3,357,769 | 2,455,577 | ||||||||
Refined products | Distillates | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 2,514,010 | 2,686,833 | 1,873,782 | ||||||||
Refined products | Gasoline | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 298,633 | 320,168 | 280,891 | ||||||||
Refined products | Heavy fuel oil and asphalt | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 300,281 | 350,768 | 300,904 | ||||||||
Natural gas | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 307,952 | 332,038 | 331,669 | ||||||||
Materials handling | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 56,655 | 57,509 | 46,513 | ||||||||
Other operations | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 24,879 | $ 23,817 | $ 21,237 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease expense | $ 17.8 | ||
Short-term lease expense | 11.6 | ||
Finance lease expense | 2.7 | ||
Rent expense before adoption of new accounting pronouncement | $ 21.1 | $ 20.1 | |
Partnership operating leases income | $ 40.1 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease extension terms | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease extension terms | 10 years |
Leases - Operating and Financin
Leases - Operating and Financing Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
Operating, ROU Asset | $ 18,270 | $ 19,700 | $ 0 |
Operating lease liabilities | 6,772 | 0 | |
Operating, Lease Liabilities, Less Current Portion | 11,850 | 0 | |
Operating, Total Lease Liabilities | $ 18,622 | $ 20,000 | |
Operating, Weighted Average Remaining Lease Term | 3 years | ||
Operating, Weighted Average Discount Rate | 6.10% | ||
Financing, ROU Asset | $ 16,063 | $ 12,595 | |
Financing, Current Portion of Other Obligation | 2,797 | ||
Financing, Other Obligations, Less Current Portion | 13,584 | ||
Financing,Total Lease Liabilities | $ 16,381 | ||
Financing, Weighted Average Remaining Lease Term | 6 years | ||
Financing, Weighted Average Discount Rate | 5.17% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for operating leases | $ 6,279 |
ROU assets obtained in exchange for lease obligations | $ 4,057 |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Finance Fease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Operating | ||
2020 | $ 6,912 | |
2021 | 6,985 | |
2022 | 3,854 | |
2023 | 1,125 | |
2024 | 730 | |
Thereafter | 629 | |
Total Lease Payments | 20,235 | |
Less: Interest | (1,613) | |
Total | 18,622 | $ 20,000 |
Finance | ||
2020 | 3,262 | |
2021 | 3,121 | |
2022 | 2,868 | |
2023 | 2,174 | |
2024 | 1,285 | |
Thereafter | 5,267 | |
Total Lease Payments | 17,977 | |
Less: Interest | (1,596) | |
Total | $ 16,381 |
Leases Schedule of Future Annua
Leases Schedule of Future Annual Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 9,485 |
2020 | 5,816 |
2021 | 5,884 |
2022 | 2,943 |
2023 | $ 588 |
Leases - Undiscounted Cash Flow
Leases - Undiscounted Cash Flows to be Received from Operating Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 29,658 |
2021 | 20,568 |
2022 | 16,850 |
2023 | 12,354 |
2024 | 11,358 |
Thereafter | 46,902 |
Total Lease Receipts | $ 137,690 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss, Net of Tax (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Partners' capital | $ 93,782 | $ 136,976 | $ 131,834 | $ 125,437 |
Accumulated other comprehensive loss, net of tax | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Partners' capital | (19,688) | (11,522) | $ (8,870) | $ (10,783) |
Fair value of interest rate swaps, net of tax | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Partners' capital | (8,150) | |||
Fair value of interest rate swaps, net of tax | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Partners' capital | 176 | |||
Cumulative foreign currency translation adjustment | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Partners' capital | $ (11,538) | $ (11,698) |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Receivables [Abstract] | |||
Accounts receivable, trade | $ 274,014 | $ 262,912 | |
Less allowance for doubtful accounts | (1,471) | (2,066) | |
Net accounts receivable, trade | 272,543 | 260,846 | |
Accounts receivable, other | 8,984 | 9,062 | |
Accounts receivable, net | 281,527 | 269,908 | |
Unbilled accounts receivable | 66,100 | 50,500 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at Beginning of Period | 2,374 | 2,545 | $ 4,923 |
Charged to Expense | 323 | 1,598 | (207) |
Charged (to) from Another Account | (67) | 0 | 0 |
(Deductions) | (859) | (1,769) | (2,171) |
Balance at End of Period | 1,771 | 2,374 | 2,545 |
Allowance for doubtful accounts | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at Beginning of Period | 2,066 | 2,014 | 4,282 |
Charged to Expense | 323 | 1,598 | (207) |
Charged (to) from Another Account | (59) | 8 | 11 |
(Deductions) | (859) | (1,554) | (2,072) |
Balance at End of Period | 1,471 | 2,066 | 2,014 |
Allowance for notes receivable | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at Beginning of Period | 308 | 531 | 641 |
Charged to Expense | 0 | 0 | 0 |
Charged (to) from Another Account | (8) | (8) | (11) |
(Deductions) | 0 | (215) | (99) |
Balance at End of Period | $ 300 | $ 308 | $ 531 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Inventory [Line Items] | |||
Inventories | $ 293,224 | $ 259,568 | |
Provision for inventory write-down | 1,400 | 24,300 | $ 400 |
Petroleum and related products | |||
Inventory [Line Items] | |||
Inventories | 285,539 | 253,385 | |
Coal | |||
Inventory [Line Items] | |||
Inventories | 4,374 | 2,566 | |
Natural gas | |||
Inventory [Line Items] | |||
Inventories | $ 3,311 | $ 3,617 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Margin deposits with brokers | $ 54,623 | $ 827 |
Prepaid software & fees | 5,007 | 5,627 |
Other | 4,075 | 2,434 |
Other current assets | $ 63,705 | $ 8,888 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 540,553 | $ 532,719 | |
Less: accumulated depreciation | (192,514) | (182,873) | |
Property, plant and equipment, net | 348,039 | 349,846 | |
Property, plant and equipment, gross | 27,672 | 22,444 | |
Less: accumulated amortization | (11,609) | (9,849) | |
Property, plant and equipment, net | 16,063 | 12,595 | |
Depreciation expense | 23,800 | 21,500 | $ 18,300 |
Amortization expense on capital leased assets | 2,200 | 1,500 | $ 1,600 |
Plant, machinery, furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 423,722 | 416,398 | |
Property, plant and equipment, gross | 26,459 | 21,231 | |
Building and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 19,143 | 19,159 | |
Property, plant and equipment, gross | 962 | 962 | |
Land and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 87,782 | 87,854 | |
Property, plant and equipment, gross | 251 | 251 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 9,906 | $ 9,308 |
Intangibles, Net - Schedule of
Intangibles, Net - Schedule of Intangible Assets Useful Life and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 94,653 | $ 94,653 |
Accumulated Amortization | 44,889 | 34,666 |
Net | 49,764 | 59,987 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 80,919 | 80,919 |
Accumulated Amortization | 34,149 | 26,582 |
Net | 46,770 | 54,337 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 11,191 | 11,191 |
Accumulated Amortization | 8,420 | 6,103 |
Net | 2,771 | 5,088 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2,543 | 2,543 |
Accumulated Amortization | 2,320 | 1,981 |
Net | $ 223 | $ 562 |
Minimum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 3 years | 3 years |
Minimum | Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 2 years | 1 year |
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) | 23 years | 24 years |
Maximum | Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 3 years | 4 years |
Maximum | Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (Years) | 3 years | 4 years |
Intangibles, Net - Additional I
Intangibles, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible assets, amortization expense | $ 10.2 | $ 11.9 | $ 9.8 |
Estimated future annual amortization expense of intangible assets, 2020 | 8.6 | ||
Estimated future annual amortization expense of intangible assets, 2021 | 7.1 | ||
Estimated future annual amortization expense of intangible assets, 2022 | 5.8 | ||
Estimated future annual amortization expense of intangible assets, 2023 | 4.8 | ||
Estimated future annual amortization expense of intangible assets, 2024 | $ 4.2 |
Other Assets, Net (Details)
Other Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||
Deferred debt issuance costs, net | $ 4,745 | $ 8,335 | ||
ROU Assets | 18,270 | 0 | $ 19,700 | |
Other | 1,168 | 359 | ||
Other assets, net | 24,183 | 8,694 | ||
Amortization expense related to deferred debt issuance costs | $ 3,600 | $ 3,500 | $ 5,200 | |
Write-off of debt issuance costs | $ 1,600 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued product taxes | $ 11,722 | $ 9,830 |
Customer prepayments and deposits | 7,501 | 9,846 |
Operating lease liabilities | 6,772 | 0 |
Accrued product costs | 3,546 | 6,310 |
Margin deposits from brokers | 0 | 28,529 |
Other | 13,845 | 11,444 |
Accrued liabilities | $ 43,386 | $ 65,959 |
Credit Agreement - Schedule of
Credit Agreement - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | ||
Credit agreement | $ 811,784 | $ 661,098 |
Less: current portion of working capital facilities | (437,184) | (154,318) |
Total long-term portion | 374,600 | 506,780 |
Working capital facilities | ||
Line of Credit Facility [Line Items] | ||
Credit agreement | 437,184 | 284,998 |
Acquisition facility | ||
Line of Credit Facility [Line Items] | ||
Credit agreement | $ 374,600 | $ 376,100 |
Credit Agreement - Additional I
Credit Agreement - Additional Information (Details) - Revolving Credit Agreement - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Debt instruments, weighted average interest rate | 4.50% | 5.30% |
One Month London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Variable interest rate periods | 1 month | |
Two Month London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Variable interest rate periods | 2 months | |
Three Month London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Variable interest rate periods | 3 months | |
Six Month London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Variable interest rate periods | 6 months | |
Working capital facilities | ||
Debt Instrument [Line Items] | ||
Debt instruments, borrowing capacity | $ 950,000,000 | |
Line of credit facility, accordion feature, increase limit | 250,000,000 | |
Working capital facilities, borrowing base | 594,500,000 | $ 512,400,000 |
Letters of credit outstanding | 63,600,000 | $ 65,500,000 |
Excess availability under credit agreement | $ 93,700,000 | |
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 | Kildair | ||
Debt Instrument [Line Items] | ||
Debt instruments, borrowing capacity | $ 100,000,000 | |
Acquisition facility | ||
Debt Instrument [Line Items] | ||
Debt instruments, borrowing capacity | 550,000,000 | |
Line of credit facility, accordion feature, increase limit | 200,000,000 | |
Excess availability under credit agreement | 175,400,000 | |
Multicurrency Working Capital | ||
Debt Instrument [Line Items] | ||
Line of credit facility, accordion feature, increase limit | 220,000,000 | |
Working Capital And Multicurrency Facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility, accordion feature, increase limit | $ 270,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - General Partner - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Reimbursement of employees related benefits expenses and other costs | $ 99.6 | $ 111.8 | $ 97.3 |
Due to general partners | $ 8.1 | $ 9.8 |
Other Obligations - Additional
Other Obligations - Additional Information (Details) | Oct. 01, 2017USD ($) | Apr. 18, 2017USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | ||||
Contingent consideration | $ 0 | $ 6,532,000 | ||
Contingent consideration, current | 7,590,000 | 1,870,000 | ||
Short-term obligations | 600,000 | 600,000 | ||
Carbo Industries | ||||
Business Acquisition [Line Items] | ||||
Deferred consideration to be transferred in an acquisition | $ 38,200,000 | |||
Deferred consideration, monthly installments | $ 300,000 | |||
Deferred consideration, payment term | 10 years | |||
Estimated net present value of deferred consideration to be transferred | $ 27,300,000 | |||
Current portion of deferred compensation due in a business acquisition | 2,348,000 | |||
Coen Energy, LLC And Coen Transport, LLC | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration payable | $ 12,000,000 | |||
Contingent consideration, contingency period | 3 years | |||
Contingent consideration | 7,600,000 | 8,400,000 | ||
Contingent consideration, current | $ 7,600,000 | $ 1,900,000 | ||
Discount rate | Carbo Industries | ||||
Business Acquisition [Line Items] | ||||
Discount rate to determine fair value | 0.071 |
Other Obligations - Schedule of
Other Obligations - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Deferred consideration | $ 19,432 | $ 21,779 |
Contingent consideration | 0 | 6,532 |
Port Authority terminal obligations | 5,761 | 6,365 |
Asset retirement obligation | 5,300 | 3,481 |
Postretirement benefits | 1,867 | 2,160 |
Other | 9,053 | 6,138 |
Other obligations, long-term portion | $ 41,413 | $ 46,455 |
Other Obligations - Summary of
Other Obligations - Summary of Deferred Consideration Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||
Deferred consideration | $ 19,432 | $ 21,779 |
Carbo Industries | ||
Business Acquisition [Line Items] | ||
2020 | 3,818 | |
2021 | 3,818 | |
2022 | 3,818 | |
2023 | 3,818 | |
2024 | 3,818 | |
Thereafter | 8,913 | |
Total | 28,003 | |
Less amount representing interest | (6,223) | |
Present value of payments | 21,780 | |
Less current portion | (2,348) | |
Deferred consideration | $ 19,432 |
Other Obligations - Summary o_2
Other Obligations - Summary of Change in Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
ARO - beginning of period | $ 3,981 | $ 4,490 |
Change in estimates | 2,718 | (139) |
Accretion expense | (145) | |
Accretion expense | 92 | |
Payments of ARO | (495) | (462) |
ARO - end of period | 6,059 | 3,981 |
Asset retirement obligation, current | (759) | (500) |
Asset retirement obligations, noncurrent | $ 5,300 | $ 3,481 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Benefit) Attributable to Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current | |||
U.S. Federal income tax | $ (14) | $ 118 | $ 120 |
State and local income tax | 45 | 95 | 231 |
Foreign income taxes | 4,778 | 4,742 | 2,614 |
Total current income tax provision | 4,809 | 4,955 | 2,965 |
Deferred | |||
U.S. Federal income tax | 35 | 5 | 3 |
State and local income tax | 963 | 567 | (188) |
Foreign income taxes | (2,497) | (495) | 1,042 |
Total deferred income tax provision | (1,499) | 77 | 857 |
Total income tax provision | $ 3,310 | $ 5,032 | $ 3,822 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Income Taxes and Equity in Net Loss of Foreign Affiliate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 25,646 | $ 69,283 | $ 18,517 |
Foreign | 8,920 | 15,568 | 14,802 |
Income before income taxes | $ 34,566 | $ 84,851 | $ 33,319 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliations of Statutory U.S. Federal Income Tax to Effective Income Tax for Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Statutory U.S. Federal income tax | $ 7,255 | $ 17,819 | $ 11,661 |
Partnership income not subject to tax | (5,348) | (14,427) | (6,360) |
State and local income taxes, net of federal tax | 995 | 662 | 46 |
Foreign earnings taxed at higher (lower) rates | 408 | 978 | (1,525) |
Total income tax provision | $ 3,310 | $ 5,032 | $ 3,822 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Derivatives | $ 1,161 | $ 0 |
Capital losses | 466 | 466 |
Other | 227 | 640 |
Total deferred tax assets | 1,854 | 1,106 |
Valuation allowance | (466) | (466) |
Net deferred tax assets | 1,388 | 640 |
Deferred tax liabilities: | ||
Fixed assets | (17,222) | (17,845) |
Other | (368) | (561) |
Total deferred tax liabilities | (17,590) | (18,406) |
Net deferred tax liabilities | $ (16,202) | $ (17,766) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - Canada - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2016 |
Income Taxes [Line Items] | ||
Foreign net operating loss carryforwards | $ 7 | |
Accumulated earnings subject to deferred withholding tax | $ 86.4 | |
Unrecognized deferred withholding tax liability | $ 21.6 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Postemployment Benefits [Abstract] | |||
Pension cost | $ 0.4 | $ 1.1 | $ 1.1 |
Defined contribution plan, Partnership contributions | 4.6 | 5.4 | 5 |
Expenses related to other postretirement benefits | $ 0.3 | $ 0.3 | $ 0.3 |
Segment Reporting - Summary of
Segment Reporting - Summary of Financial Information for Partnership's Reportable Segments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)segmentoperating_unit | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting [Abstract] | |||||||||||
Number of reporting segments | segment | 4 | ||||||||||
Net Sales | |||||||||||
Net sales | $ 999,494 | $ 582,590 | $ 662,018 | $ 1,258,308 | $ 1,079,874 | $ 618,455 | $ 741,656 | $ 1,331,148 | $ 3,502,410 | $ 3,771,133 | $ 2,854,996 |
Adjusted gross margin: | |||||||||||
Adjusted gross margin | 267,932 | 273,674 | 261,697 | ||||||||
Reconciliation to operating income: | |||||||||||
Change in unrealized (gain) loss on inventory | (12,814) | 32,960 | (124) | ||||||||
Change in unrealized value on prepaid forward contract | 0 | 0 | 1,076 | ||||||||
Change in unrealized value on natural gas transportation contracts | 19,289 | 19,114 | (10,441) | ||||||||
Operating costs and expenses not allocated to operating segments: | |||||||||||
Operating expenses | (84,924) | (88,659) | (72,284) | ||||||||
Selling, general and administrative | (78,135) | (80,799) | (87,582) | ||||||||
Depreciation and amortization | (34,015) | (33,378) | (28,125) | ||||||||
Operating income | 77,333 | 122,912 | 64,217 | ||||||||
Other (expense) income | (378) | 293 | 108 | ||||||||
Interest income | 555 | 577 | 339 | ||||||||
Interest expense | (42,944) | (38,931) | (31,345) | ||||||||
Income tax provision | (3,310) | (5,032) | (3,822) | ||||||||
Net income | 11,847 | $ (9,734) | $ (4,778) | $ 33,921 | 36,527 | $ (18,434) | $ (13,195) | $ 74,921 | 31,256 | 79,819 | 29,497 |
Assets | 1,275,543 | 1,245,240 | 1,275,543 | 1,245,240 | |||||||
Goodwill | 115,037 | $ 115,037 | 115,037 | 115,037 | |||||||
Canada | |||||||||||
Net Sales | |||||||||||
Net sales | $ 255,459 | 290,389 | 265,703 | ||||||||
Refined products | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of operating units | operating_unit | 3 | ||||||||||
Net Sales | |||||||||||
Net sales | $ 3,112,924 | 3,357,769 | 2,455,577 | ||||||||
Adjusted gross margin: | |||||||||||
Adjusted gross margin | 150,124 | 150,965 | 142,467 | ||||||||
Operating costs and expenses not allocated to operating segments: | |||||||||||
Goodwill | 71,400 | $ 71,400 | |||||||||
Natural gas | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of operating units | operating_unit | 1 | ||||||||||
Net Sales | |||||||||||
Net sales | $ 307,952 | 332,038 | 331,669 | ||||||||
Adjusted gross margin: | |||||||||||
Adjusted gross margin | 54,288 | 57,875 | 65,060 | ||||||||
Operating costs and expenses not allocated to operating segments: | |||||||||||
Assets | 0 | 0 | |||||||||
Goodwill | 35,500 | $ 35,500 | |||||||||
Materials handling | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of operating units | operating_unit | 2 | ||||||||||
Net Sales | |||||||||||
Net sales | $ 56,655 | 57,509 | 46,513 | ||||||||
Adjusted gross margin: | |||||||||||
Adjusted gross margin | 56,616 | 57,515 | 46,512 | ||||||||
Operating costs and expenses not allocated to operating segments: | |||||||||||
Goodwill | 6,900 | $ 6,900 | |||||||||
Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of operating units | operating_unit | 2 | ||||||||||
Net Sales | |||||||||||
Net sales | $ 24,879 | 23,817 | 21,237 | ||||||||
Adjusted gross margin: | |||||||||||
Adjusted gross margin | 6,904 | $ 7,319 | $ 7,658 | ||||||||
Operating costs and expenses not allocated to operating segments: | |||||||||||
Goodwill | $ 1,200 | $ 1,200 |
Segment Reporting - Summary o_2
Segment Reporting - Summary of Long-Lived Assets (Exclusive of Intangible and Other Assets, Net and Goodwill) Classified by Geographic Location (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 348,039 | $ 349,846 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 278,820 | 277,405 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 69,219 | $ 72,441 |
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 (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 0 | $ 6,532 |
Quoted Prices in Active Markets Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 32,057 | 120,231 |
Financial liabilities | 63,361 | 78,674 |
Contingent consideration | 0 | 0 |
Quoted Prices in Active Markets Level 1 | Commodity exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 2 | |
Quoted Prices in Active Markets Level 1 | Commodity fixed forwards | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Financial liabilities | 0 | 0 |
Quoted Prices in Active Markets Level 1 | Futures, swaps and options | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 32,057 | 120,231 |
Financial liabilities | 63,359 | 78,674 |
Quoted Prices in Active Markets Level 1 | Commodity derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 32,057 | 120,231 |
Financial liabilities | 63,361 | 78,674 |
Quoted Prices in Active Markets Level 1 | Currency swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Quoted Prices in Active Markets Level 1 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Financial liabilities | 0 | 0 |
Significant Other Observable Inputs Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 62,621 | 45,551 |
Financial liabilities | 24,232 | 23,492 |
Contingent consideration | 0 | 0 |
Significant Other Observable Inputs Level 2 | Commodity exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Significant Other Observable Inputs Level 2 | Commodity fixed forwards | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 62,580 | 42,893 |
Financial liabilities | 16,017 | 21,036 |
Significant Other Observable Inputs Level 2 | Futures, swaps and options | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 26 | 27 |
Financial liabilities | 1 | 4 |
Significant Other Observable Inputs Level 2 | Commodity derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 62,606 | 42,920 |
Financial liabilities | 16,018 | 21,040 |
Significant Other Observable Inputs Level 2 | Currency swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 15 | 2 |
Significant Other Observable Inputs Level 2 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 2,629 | |
Financial liabilities | 8,214 | 2,452 |
Significant Unobservable Inputs Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Financial liabilities | 0 | 0 |
Contingent consideration | 7,590 | 8,402 |
Significant Unobservable Inputs Level 3 | Commodity exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Significant Unobservable Inputs Level 3 | Commodity fixed forwards | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Financial liabilities | 0 | 0 |
Significant Unobservable Inputs Level 3 | Futures, swaps and options | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Financial liabilities | 0 | 0 |
Significant Unobservable Inputs Level 3 | Commodity derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Financial liabilities | 0 | 0 |
Significant Unobservable Inputs Level 3 | Currency swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Significant Unobservable Inputs Level 3 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Financial liabilities | 0 | 0 |
Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 94,678 | 165,782 |
Financial liabilities | 87,593 | 102,166 |
Contingent consideration | 7,590 | 8,402 |
Fair Value Measurement | Commodity exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 2 | |
Fair Value Measurement | Commodity fixed forwards | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 62,580 | 42,893 |
Financial liabilities | 16,017 | 21,036 |
Fair Value Measurement | Futures, swaps and options | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 32,083 | 120,258 |
Financial liabilities | 63,360 | 78,678 |
Fair Value Measurement | Commodity derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 94,663 | 163,151 |
Financial liabilities | 79,379 | 99,714 |
Fair Value Measurement | Currency swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 15 | 2 |
Fair Value Measurement | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 2,629 | |
Financial liabilities | $ 8,214 | $ 2,452 |
Financial Instruments and Off_4
Financial Instruments and Off-Balance Sheet Risk - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | 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 | $ 57,800,000 | ||
Cash collateral for borrowed securities, posted | $ 800,000 | ||
Interest rate swaps | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Unrealized losses, net of tax, expected to be reclassified to earnings | $ (2,800,000) | ||
Coen Energy, LLC And Coen Transport, LLC | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Contingent consideration payable | $ 12,000,000 | ||
Discount rate to determine fair value | 0.070 |
Financial Instruments and Off_5
Financial Instruments and Off-Balance Sheet Risk - Summary of Offsetting Arrangements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gross Amounts of Recognized Assets | $ 94,678 | $ 165,782 |
Gross Amount Not Offset in the Balance Sheet, Financial Instruments | (36,885) | (82,837) |
Cash Collateral Posted | 0 | (28,529) |
Net Amount, Assets | 57,793 | 54,416 |
Gross Amounts of Recognized Liabilities | (87,593) | (102,166) |
Gross Amount Not Offset in the Balance Sheet, Financial Instruments | 36,885 | 82,837 |
Cash Collateral Posted | 31,303 | 20 |
Net Amount, Liabilities | (19,405) | (19,309) |
Commodity derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gross Amounts of Recognized Assets | 94,663 | 163,151 |
Gross Amount Not Offset in the Balance Sheet, Financial Instruments | (36,885) | (82,837) |
Cash Collateral Posted | 0 | (28,529) |
Net Amount, Assets | 57,778 | 51,785 |
Gross Amounts of Recognized Liabilities | (79,379) | (99,714) |
Gross Amount Not Offset in the Balance Sheet, Financial Instruments | 36,885 | 82,837 |
Cash Collateral Posted | 31,303 | 20 |
Net Amount, Liabilities | (11,191) | (16,857) |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gross Amounts of Recognized Assets | 2,629 | |
Gross Amount Not Offset in the Balance Sheet, Financial Instruments | 0 | |
Cash Collateral Posted | 0 | |
Net Amount, Assets | 2,629 | |
Gross Amounts of Recognized Liabilities | (8,214) | (2,452) |
Gross Amount Not Offset in the Balance Sheet, Financial Instruments | 0 | 0 |
Cash Collateral Posted | 0 | 0 |
Net Amount, Liabilities | (8,214) | (2,452) |
Currency swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gross Amounts of Recognized Assets | 15 | 2 |
Gross Amount Not Offset in the Balance Sheet, Financial Instruments | 0 | 0 |
Cash Collateral Posted | 0 | 0 |
Net Amount, Assets | $ 15 | $ 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 (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Realized and unrealized (losses) and gains on derivative instruments | $ 12,319 | $ 53,263 | $ 11,301 |
Refined products contracts | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Realized and unrealized (losses) and gains on derivative instruments | (26,194) | 54,616 | 12,856 |
Natural gas contracts | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Realized and unrealized (losses) and gains on derivative instruments | $ 38,513 | $ (1,353) | $ (1,555) |
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, 2019MMBTUbbl | Dec. 31, 2018MMBTUbbl | |
Long contracts | Refined products contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Refined Products (Barrels) | bbl | 8,332 | 8,796 |
Long contracts | Natural gas contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Natural Gas (MMBTU's) | MMBTU | 168,818 | 132,030 |
Short contracts | Refined products contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Refined Products (Barrels) | bbl | 11,475 | 12,379 |
Short contracts | Natural gas contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Natural Gas (MMBTU's) | MMBTU | 91,011 | 72,223 |
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 $ in Thousands | Dec. 31, 2019USD ($) |
Interest Rate Swaps Ending January 2019 | |
Derivative [Line Items] | |
Notional amount | $ 300,000 |
Interest Rate Swaps Ending January 2020 | |
Derivative [Line Items] | |
Notional amount | 300,000 |
Interest Rate Swaps Ending January 2021 | |
Derivative [Line Items] | |
Notional amount | 300,000 |
Interest Rate Swaps Ending January 2022 | |
Derivative [Line Items] | |
Notional amount | $ 250,000 |
Financial Instruments and Off_9
Financial Instruments and Off-Balance Sheet Risk Financial Instruments and Off-Balance Sheet Risk - Level 3 Liabilities Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent consideration - beginning of period | $ 8,402 | $ 9,725 |
Payments | (2,000) | (2,000) |
Change in estimated fair value | 1,188 | 677 |
Contingent consideration - end of period | 7,590 | 8,402 |
Less current portion | 7,590 | 1,870 |
Contingent consideration - long-term portion | $ 0 | $ 6,532 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Import tax, penalty, and interest | $ 4.9 |
Import tax assessment, amount | $ 9.2 |
Import tax assessment, penalty and interest, percentage | 15.00% |
Equity and Equity-Based Compe_3
Equity and Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2018 | Jan. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Accrued bonuses | $ 1 | $ 0.4 | ||||
Number of common units issued for settlement of annual bonus expenses, in units (in shares) | 13,465 | |||||
Value of common units issued for settlement of annual bonus expenses | $ 0.4 | |||||
Shares paid for tax withholding for share based compensation (in shares) | 4,625 | |||||
Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested units issued during period (in shares) | 13,932 | 6,693 | 9,360 | |||
Estimated fair value grant date | $ 0.2 | $ 0.2 | $ 0.2 | |||
Performance-based Phantom Units | ||||||
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 | ||||
Vested units issued during period (in shares) | 271,748 | 142,100 | ||||
Percentage of phantom units granted | 195.50% | 200.00% | ||||
Vested market value | $ 7 | $ 3.9 | ||||
Unit-based compensation recorded in unitholders' equity | 0.6 | $ (0.9) | $ 2.2 | |||
Unrecognized compensation cost, performance-based units | $ 1.5 | |||||
Performance-based Phantom Units | 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 | |||||
LTIP shares authorized for issuance increase in period | 200,000 | |||||
Units reserved for future issuance (in shares) | 388,689 | |||||
Number of awards available for grant (in shares) | 445,156 | |||||
Performance-based Phantom Units | 2019 Phantom Units (OFC-based) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of awards granted in the period (in shares) | 180,638 | |||||
Weighted-average grant date fair value, granted units (in dollars per unit) | $ 15.04 | |||||
Performance-based Phantom Units | 2018 Phantom Units (OFC-based) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of awards granted in the period (in shares) | 0 | 143,981 | ||||
Weighted-average grant date fair value, granted units (in dollars per unit) | $ 0 | $ 23.30 | ||||
Performance-based Phantom Units | 2017 Phantom Units (OFC-based) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of awards granted in the period (in shares) | 0 | 132,977 | ||||
Weighted-average grant date fair value, granted units (in dollars per unit) | $ 0 | $ 26.96 | ||||
Weighted Average | Performance-based Phantom Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost, recognition period | 24 months |
Equity and Equity-Based Compe_4
Equity and Equity-Based Compensation - Summary of Partnership's Unit Awards Subject to Vesting (Details) - Performance-based Phantom Units - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
2019 Phantom Units (OFC-based) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested at Beginning of year (in units) | 0 | ||
Granted (in units) | 180,638 | ||
Forfeited (in units) | (17,107) | ||
Vested (end of performance period) (in units) | 0 | ||
Nonvested End of year (in units) | 163,531 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted-Average Grant Date Fair Value, Nonvested at Beginning of year (in dollars per unit) | $ 0 | ||
Weighted-Average Grant Date Fair Value, Granted (in dollars per unit) | 15.04 | ||
Weighted-Average Grant Date Fair Value, Forfeited (in dollars per unit) | (15.04) | ||
Weighted-Average Grant Date Fair Value, Vested (end of performance period) (in dollars per unit) | 0 | ||
Weighted-Average Grant Date Fair Value, Nonvested at End of year (in dollars per unit) | $ 15.04 | $ 0 | |
2018 Phantom Units (OFC-based) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested at Beginning of year (in units) | 123,186 | ||
Granted (in units) | 0 | 143,981 | |
Forfeited (in units) | (12,193) | ||
Vested (end of performance period) (in units) | 0 | ||
Nonvested End of year (in units) | 110,993 | 123,186 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted-Average Grant Date Fair Value, Nonvested at Beginning of year (in dollars per unit) | $ 23.30 | ||
Weighted-Average Grant Date Fair Value, Granted (in dollars per unit) | 0 | $ 23.30 | |
Weighted-Average Grant Date Fair Value, Forfeited (in dollars per unit) | (23.30) | ||
Weighted-Average Grant Date Fair Value, Vested (end of performance period) (in dollars per unit) | 0 | ||
Weighted-Average Grant Date Fair Value, Nonvested at End of year (in dollars per unit) | $ 23.30 | $ 23.30 | |
2017 Phantom Units (OFC-based) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested at Beginning of year (in units) | 119,996 | ||
Granted (in units) | 0 | 132,977 | |
Forfeited (in units) | (5,831) | ||
Vested (end of performance period) (in units) | 0 | ||
Nonvested End of year (in units) | 114,165 | 119,996 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted-Average Grant Date Fair Value, Nonvested at Beginning of year (in dollars per unit) | $ 26.96 | ||
Weighted-Average Grant Date Fair Value, Granted (in dollars per unit) | 0 | $ 26.96 | |
Weighted-Average Grant Date Fair Value, Forfeited (in dollars per unit) | (27) | ||
Weighted-Average Grant Date Fair Value, Vested (end of performance period) (in dollars per unit) | 0 | ||
Weighted-Average Grant Date Fair Value, Nonvested at End of year (in dollars per unit) | $ 26.60 | $ 26.96 |
Equity and Equity-Based Compe_5
Equity and Equity-Based Compensation - Schedule of Changes in Partnership's Units (Details) - shares | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2018 | Jan. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Performance-based Phantom Units | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Director vested awards (in shares) | 271,748 | 142,100 | |||
Common Unitholders - Public | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Beginning balance (in shares) | 10,446,539 | 9,207,473 | 10,627,629 | 10,446,539 | 9,207,473 |
Units issued in connection with Carbo acquisition | 1,131,551 | ||||
Ending balance (in shares) | 10,641,561 | 10,627,629 | 10,446,539 | ||
Common Unitholders - Public | Employee Bonus | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Units / Awards issued (in shares) | 8,840 | ||||
Common Unitholders - Public | Performance-based Phantom Units | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Units / Awards issued (in shares) | 174,397 | 89,315 | |||
Common Unitholders - Affiliated | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Beginning balance (in shares) | 12,106,348 | 2,034,378 | 12,106,348 | 12,106,348 | 2,034,378 |
Conversion of subordinated units (in shares) | 10,071,970 | ||||
Ending balance (in shares) | 12,106,348 | 12,106,348 | 12,106,348 | ||
Subordinated Units | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Beginning balance (in shares) | 0 | 10,071,970 | 0 | 0 | 10,071,970 |
Conversion of subordinated units (in shares) | (10,071,970) | ||||
Ending balance (in shares) | 0 | 0 | 0 | ||
Director | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Director vested awards (in shares) | 13,932 | 6,693 | 9,360 | ||
Director | Common Unitholders - Public | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Director vested awards (in shares) | 13,932 | 6,693 | 9,360 |
Earnings Per Unit (Details)
Earnings Per Unit (Details) | Feb. 16, 2017shares | Dec. 31, 2019shares | Dec. 31, 2018shares | Dec. 31, 2017shares |
Earnings Per Share [Abstract] | ||||
Weighted average limited partner common units - basic (in shares) | 22,736,916 | 22,728,218 | 22,208,964 | |
Dilutive effect of unvested restricted and phantom units (in shares) | 33,967 | 9,186 | 265,908 | |
Weighted average limited partner common units - dilutive (in shares) | 22,770,883 | 22,737,404 | 22,474,872 | |
Subordinated Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Subordinated units converted into common units (in shares) | 10,071,970 | |||
Subordinated units, conversion ratio | 1 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 999,494 | $ 582,590 | $ 662,018 | $ 1,258,308 | $ 1,079,874 | $ 618,455 | $ 741,656 | $ 1,331,148 | $ 3,502,410 | $ 3,771,133 | $ 2,854,996 |
Net income (loss) | 11,847 | (9,734) | (4,778) | 33,921 | 36,527 | (18,434) | (13,195) | 74,921 | 31,256 | 79,819 | 29,497 |
Limited partners' interest in net income (loss) | $ 9,794 | $ (9,734) | $ (6,833) | $ 31,866 | $ 34,472 | $ (20,489) | $ (15,250) | $ 73,207 | $ 25,093 | $ 71,940 | $ 25,504 |
Net income (loss) per limited partner unit: | |||||||||||
Common—basic (in dollars per share) | $ 0.43 | $ (0.43) | $ (0.30) | $ 1.40 | $ 1.52 | $ (0.90) | $ (0.67) | $ 3.22 | $ 1.10 | $ 3.17 | $ 1.15 |
Common—diluted (in dollars per share) | $ 0.43 | $ (0.43) | $ (0.30) | $ 1.40 | $ 1.51 | $ (0.90) | $ (0.67) | $ 3.21 | $ 1.10 | $ 3.16 | $ 1.13 |
Partnership Distributions (Deta
Partnership Distributions (Details) - USD ($) | Feb. 10, 2020 | Jan. 24, 2020 | Jan. 23, 2020 | Nov. 12, 2019 | Aug. 12, 2019 | May 14, 2019 | Feb. 13, 2019 | Nov. 13, 2018 | Aug. 10, 2018 | May 18, 2018 | Feb. 12, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Distribution Made to Limited Partner [Line Items] | ||||||||||||||
Distribution declared per unit (in dollars per share) | $ 0.6675 | $ 0.6675 | $ 0.6675 | $ 0.6675 | $ 0.6675 | $ 0.6675 | $ 0.6525 | $ 0.6375 | $ 2.67 | $ 2.66 | $ 2.46 | |||
Cash distributions, paid | $ 15,175,000 | $ 17,230,000 | $ 17,230,000 | $ 17,230,000 | $ 17,230,000 | $ 17,225,000 | $ 16,544,000 | $ 17,622,000 | $ 66,874,000 | $ 68,621,000 | $ 57,472,000 | |||
Distribution Equivalents | ||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||
Cash distributions, paid | 0 | 0 | 0 | 0 | 1,760,000 | |||||||||
Subsequent Event | ||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||
Distribution declared per unit (in dollars per share) | $ 0.6675 | |||||||||||||
Cash distribution, declared value | $ 17,200,000 | |||||||||||||
Incentive Distribution Rights | Subsequent Event | ||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||
Shares in lieu of cash payment distribution | $ 2,055,252 | |||||||||||||
Shares iin lieu of cash payment distribution (in shares) | 121,150 | |||||||||||||
Common Stock | ||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||
Cash distributions, paid | $ 15,175,000 | 15,175,000 | 15,175,000 | 15,175,000 | 15,175,000 | 15,170,000 | 14,830,000 | 14,489,000 | ||||||
Incentive Distribution Rights | ||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||
Cash distributions, paid | $ 2,055,000 | $ 2,055,000 | $ 2,055,000 | $ 2,055,000 | $ 2,055,000 | $ 1,714,000 | $ 1,373,000 |