Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | ||
Mar. 31, 2014 | 2-May-14 | 2-May-14 | |
Common Units [Member] | Subordinated Units [Member] | ||
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' |
Trading Symbol | 'LGP | ' | ' |
Entity Registrant Name | 'Lehigh Gas Partners LP | ' | ' |
Entity Central Index Key | '0001538849 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 11,194,203 | 7,525,000 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $1,352 | $4,115 |
Accounts receivable, less allowance for doubtful accounts of $204 and $136 at March 31, 2014 and December 31, 2013, respectively | 8,659 | 7,342 |
Accounts receivable from affiliates | 18,129 | 16,558 |
Motor fuel inventory | 2,625 | 2,141 |
Environmental indemnification asset-current portion | 486 | 477 |
Assets held for sale | 2,628 | 1,328 |
Other current assets | 3,856 | 3,535 |
Total current assets | 37,735 | 35,496 |
Property and equipment, net | 284,752 | 288,729 |
Intangible assets, net | 45,272 | 47,005 |
Environmental indemnification asset-noncurrent portion | 1,036 | 761 |
Deferred financing fees, net | 7,888 | 5,743 |
Goodwill | 9,324 | 9,324 |
Other assets | 10,824 | 4,563 |
Total assets | 396,831 | 391,621 |
Current liabilities: | ' | ' |
Lease financing obligations-current portion | 2,680 | 2,568 |
Accounts payable | 22,308 | 20,567 |
Motor fuel taxes payable | 8,208 | 7,186 |
Income taxes payable | 37 | 9 |
Environmental liabilities-current portion | 486 | 477 |
Accrued expenses and other current liabilities | 4,412 | 8,050 |
Total current liabilities | 38,131 | 38,857 |
Long-term debt | 186,053 | 173,509 |
Lease financing obligations | 63,427 | 64,364 |
Environmental liabilities | 1,036 | 761 |
Other liabilities | 19,094 | 19,459 |
Total liabilities | 307,741 | 296,950 |
Commitments and contingencies (Note 8) | ' | ' |
Partners' capital: | ' | ' |
General Partner's Interest | ' | ' |
Total partners' capital | 89,090 | 94,671 |
Total liabilities and partners' capital | 396,831 | 391,621 |
Limited Partners' Interest Common units-public [Member] | ' | ' |
Partners' capital: | ' | ' |
Limited Partners' Interest | 209,529 | 211,544 |
Total partners' capital | 209,529 | 211,544 |
Limited Partners' Interest Common units-affiliates [Member] | ' | ' |
Partners' capital: | ' | ' |
Limited Partners' Interest | -43,158 | -42,885 |
Total partners' capital | -43,158 | -42,885 |
Limited Partners' Interest Subordinated units-affiliates [Member] | ' | ' |
Partners' capital: | ' | ' |
Limited Partners' Interest | -77,281 | -73,988 |
Total partners' capital | ($77,281) | ($73,988) |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowance for doubtful accounts | $204 | $136 |
Limited Partners' Interest Common units-public [Member] | ' | ' |
Units issued | 10,569,203 | 10,472,348 |
Units outstanding | 10,569,203 | 10,472,348 |
Limited Partners' Interest Common units-affiliates [Member] | ' | ' |
Units issued | 625,000 | 625,000 |
Units outstanding | 625,000 | 625,000 |
Limited Partners' Interest Subordinated units-affiliates [Member] | ' | ' |
Units issued | 7,525,000 | 7,525,000 |
Units outstanding | 7,525,000 | 7,525,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues: | ' | ' |
Revenues from fuel sales | $296,784 | $218,304 |
Revenues from fuel sales to affiliates | 174,405 | 242,865 |
Rent income | 5,508 | 3,352 |
Rent income from affiliates | 5,187 | 6,917 |
Other revenue | 137 | 423 |
Total revenues | 482,021 | 471,861 |
Costs and Expenses: | ' | ' |
Cost of revenues from fuel sales | 291,780 | 214,278 |
Cost of revenues from fuel sales to affiliates | 169,759 | 236,963 |
Rent expense | 3,815 | 3,884 |
Operating expenses | 2,198 | 820 |
Depreciation and amortization | 5,936 | 4,839 |
Selling, general and administrative expenses | 4,527 | 3,579 |
Gains on sales of assets, net | -1,480 | ' |
Total costs and operating expenses | 476,535 | 464,363 |
Operating income | 5,486 | 7,498 |
Interest expense | -4,027 | -3,379 |
Other income, net | 104 | 81 |
Income from continuing operations before income taxes | 1,563 | 4,200 |
Income tax expense from continuing operations | 135 | 443 |
Net income and comprehensive income | 1,428 | 3,757 |
Incentive distribution right holders' interest in net income | 31 | ' |
Limited partners' interest in net income | $1,397 | $3,757 |
Net income per common and subordinated unit-basic | $0.07 | $0.25 |
Net income per common and subordinated unit-diluted | $0.07 | $0.25 |
Weighted average limited partners' units outstanding | ' | ' |
Common units-basic | 11,115,643 | 7,525,858 |
Common units-diluted | 11,156,261 | 7,525,858 |
Subordinated units-basic and diluted | 7,525,000 | 7,525,000 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Partners' Capital and Comprehensive Income (USD $) | Total | Limited Partners' Interest Common units-public [Member] | Limited Partners' Interest Common units-affiliates [Member] | Limited Partners' Interest Subordinated units-affiliates [Member] | General Partner's Interest [Member] | Incentive Distribution Rights [Member] |
In Thousands, except Share data | ||||||
Beginning Balance at Dec. 31, 2013 | $94,671 | $211,544 | ($42,885) | ($73,988) | ' | ' |
Beginning Balance (in units) at Dec. 31, 2013 | ' | 10,472,348 | 625,000 | 7,525,000 | ' | ' |
Equity-based director compensation | 113 | 113 | ' | ' | ' | ' |
Equity-based director compensation (in units) | ' | 4,172 | ' | ' | ' | ' |
Vesting of incentive awards, net of units withheld for taxes | 2,503 | 2,503 | ' | ' | ' | ' |
Vesting of incentive awards, net of units withheld for taxes (in units) | ' | 92,683 | ' | ' | ' | ' |
Net income and comprehensive income | 1,428 | 786 | 47 | 564 | ' | 31 |
Distributions paid | -9,625 | -5,417 | -320 | -3,857 | ' | -31 |
Ending Balance at Mar. 31, 2014 | $89,090 | $209,529 | ($43,158) | ($77,281) | ' | ' |
Ending Balance (in units) at Mar. 31, 2014 | ' | 10,569,203 | 625,000 | 7,525,000 | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash Flows from Operating Activities | ' | ' |
Net income | $1,428 | $3,757 |
Adjustments to reconcile net income to net cash flows provided by operating activities: | ' | ' |
Depreciation and amortization | 5,936 | 4,839 |
Accretion of interest on asset retirement obligations | 30 | 10 |
Amortization of deferred financing fees | 983 | 614 |
Amortization of (above) below market leases, net | -8 | 391 |
Provision for losses on doubtful accounts | 68 | 60 |
Deferred income taxes | -6 | ' |
Equity-based incentive compensation expense | 907 | 140 |
Equity-based director compensation expense | 7 | 21 |
Gains on sales of assets, net | -1,480 | ' |
Gain on settlement of capital lease obligations | -97 | ' |
Changes in operating assets and liabilities, net of acquisitions: | ' | ' |
Accounts receivable | -1,385 | 1,104 |
Accounts receivable from affiliates | -1,571 | -13,241 |
Motor fuel inventory | -484 | ' |
Environmental indemnification asset | -284 | ' |
Other current assets | -251 | -61 |
Other assets | -3,884 | 161 |
Accounts payable | 1,741 | 2,231 |
Motor fuel taxes payable | 1,022 | 58 |
Income taxes payable | 28 | 96 |
Environmental liability | 284 | ' |
Accrued expenses and other current liabilities | -2,007 | 1,228 |
Other long-term liabilities | -198 | -1,133 |
Net cash provided by operating activities | 779 | 275 |
Cash Flows from Investing Activities | ' | ' |
Purchases of property and equipment | -2,747 | -243 |
Principal payments received on notes receivable | 37 | 16 |
Net cash used in investing activities | -2,710 | -227 |
Cash Flows from Financing Activities | ' | ' |
Proceeds under the revolving credit facility | 12,556 | ' |
Repayment of long-term debt | -12 | ' |
Repayment of lease financing obligations | -623 | -371 |
Payment of deferred financing fees | -3,128 | ' |
Distributions paid to holders of incentive distribution rights | -31 | ' |
Distributions paid on common and subordinated units | -9,594 | -4,437 |
Net cash used in financing activities | -832 | -4,808 |
Net decrease in cash and cash equivalents | -2,763 | -4,760 |
Cash and Cash Equivalents | ' | ' |
Beginning of period | 4,115 | 4,768 |
End of period | 1,352 | 8 |
Supplemental Disclosure of Cash Flow Information: | ' | ' |
Cash paid for interest | 3,180 | 2,760 |
Cash paid for income taxes | 209 | 357 |
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Issuance of common units upon vesting of incentive awards | 2,616 | ' |
Sale of property and equipment in Section 1031 like-kind exchange transaction | -2,429 | ' |
Removal of property and equipment and capital lease obligation for sites terminated from Getty lease | -202 | ' |
Lessor direct costs incurred and deferred rent income recorded related to new lease transaction between affiliate and unrelated third party | ' | $1,700 |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Accounting Policies [Abstract] | ' | |||
Organization and Basis of Presentation | ' | |||
1. Organization and Basis of Presentation | ||||
Lehigh Gas Partners LP (the “Partnership”) engages in: | ||||
• | the wholesale distribution of motor fuels (using unrelated third party transportation service providers) to sub-wholesalers, independent dealers, lessee dealers and Lehigh Gas—Ohio, LLC, an affiliate (“LGO”); | |||
• | the retail distribution of motor fuels to end customers at sites operated by commission agents; and, | |||
• | the owning or leasing of sites used in the retail distribution of motor fuels and, in turn, generating rent income from the lease or sublease of the sites to third parties or LGO. | |||
The Partnership’s primary operations are conducted by the following consolidated, wholly-owned subsidiaries: | ||||
• | Lehigh Gas Wholesale LLC (“LGW”), which distributes motor fuels on a wholesale basis; | |||
• | LGP Realty Holdings LP (“LGPR”), which functions as the real property holding company of the Partnership; and | |||
• | Lehigh Gas Wholesale Services, Inc. (“LGWS”), which owns and leases (or leases and sub-leases) real estate and personal property used in the retail distribution of motor fuels as well as provides maintenance and other services to lessee dealers and other customers (including LGO). LGWS also distributes motor fuels on a retail basis to end customers at commission sites. | |||
LGO is an operator of motor fuel stations that purchases all of its motor fuel requirements from the Partnership on a wholesale basis in accordance with the PMPA Franchise Agreement between LGO and LGW, and then re-sells motor fuel on a retail basis. LGO also leases motor fuel stations from the Partnership. The financial results of LGO are not consolidated with those of the Partnership. For more information regarding the Partnership’s relationship with LGO, see Note 14. | ||||
Interim Financial Statements | ||||
The accompanying interim condensed consolidated financial statements and related disclosures are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) on the same basis as the corresponding audited financial statements for the year ended December 31, 2013, and, in the opinion of management, include all adjustments of a normal recurring nature considered necessary to present fairly the Partnership’s financial position as of March 31, 2014, and the results of its operations and cash flows for the periods presented. Operating results for the three months ended March 31, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014, or any other future periods. The balance sheet as of December 31, 2013, was derived from the consolidated financial statements for the year ended December 31, 2013. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted under the Securities and Exchange Commission’s (“SEC”) rules and regulations for interim financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the corresponding audited consolidated financial statements and accompanying notes for the year ended December 31, 2013, included in the Partnership’s Annual Report on Form 10-K, filed with the SEC. | ||||
Reclassifications | ||||
Certain reclassifications were made to prior period amounts to conform to the current year presentation. These reclassifications had no impact on net income or partners’ capital for any periods. | ||||
New Accounting Guidance | ||||
In April 2014, the Financial Accounting Standards Board issued Accounting Standard Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of an Entity, which revises the criteria to qualify as a discontinued operation and requires new disclosures. Under this guidance, a discontinued operation is (1) a component of an entity or group of components that has been disposed of or classified as held for sale that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results or (2) an acquired business that is classified as held for sale on the date of acquisition. This guidance also permits companies to have continuing cash flows and significant continuing involvement with the disposed component. | ||||
The Partnership disposes of individual sites or groups of sites that generally do not represent a strategic shift and generally do not have a major effect on operations or financial results. As a result of this new guidance, these disposals will generally not meet the criteria for recognition as a discontinued operation. The Partnership has early adopted this guidance on a prospective basis effective January 1, 2014. |
Assets_Held_for_Sale
Assets Held for Sale | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Discontinued Operations And Disposal Groups [Abstract] | ' | ||||||||
Assets Held for Sale | ' | ||||||||
2. Assets Held for Sale | |||||||||
The Partnership classified three and two sites as held for sale at March 31, 2014, and December 31, 2013, respectively. These sites were classified as held for sale at March 31, 2014, as they did not fit the Partnership’s strategy and are expected to be sold in 2014. Assets held for sale were as follows (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 1,346 | $ | 932 | |||||
Buildings and improvements | 967 | 543 | |||||||
Equipment and other | 846 | 299 | |||||||
Property and equipment, at cost | 3,159 | 1,774 | |||||||
Accumulated depreciation and amortization | (531 | ) | (446 | ) | |||||
Assets held for sale | $ | 2,628 | $ | 1,328 | |||||
Property_and_Equipment
Property and Equipment | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
3. Property and Equipment | |||||||||
Property and equipment, net consisted of the following at (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 121,348 | $ | 122,126 | |||||
Buildings and improvements | 129,088 | 124,479 | |||||||
Leasehold improvements | 7,960 | 7,437 | |||||||
Equipment and other | 71,703 | 76,236 | |||||||
Property and equipment in service, at cost | 330,099 | 330,278 | |||||||
Accumulated depreciation and amortization | (47,828 | ) | (43,808 | ) | |||||
Property and equipment in service, net | 282,271 | 286,470 | |||||||
Construction in progress | 2,481 | 2,259 | |||||||
Property and equipment, net | $ | 284,752 | $ | 288,729 | |||||
Depreciation expense, including amortization of assets recorded under sale-leasebacks and capital lease obligations, was $4.4 million and $3.8 million for the three months ended March 31, 2014 and 2013, respectively. | |||||||||
The Partnership sold two sites during the three months ended March 31, 2014, resulting in a gain of $1.5 million. |
Intangible_Assets_other_than_G
Intangible Assets other than Goodwill | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Intangible Assets other than Goodwill | ' | ||||||||||||||||||||||||
4. Intangible Assets other than Goodwill | |||||||||||||||||||||||||
Intangible assets other than goodwill consist of the following (in thousands): | |||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Amount | Amortization | Carrying | Amount | Amortization | Carrying | ||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Wholesale fuel supply agreements | $ | 25,736 | $ | 9,731 | $ | 16,005 | $ | 25,736 | $ | 9,059 | $ | 16,677 | |||||||||||||
Wholesale fuel distribution rights | 26,180 | 2,936 | 23,244 | 26,180 | 2,282 | 23,898 | |||||||||||||||||||
Trademarks | 634 | 107 | 527 | 634 | 78 | 556 | |||||||||||||||||||
Covenant not to compete | 2,676 | 393 | 2,283 | 2,676 | 253 | 2,423 | |||||||||||||||||||
Below market leases | 4,761 | 1,548 | 3,213 | 4,761 | 1,310 | 3,451 | |||||||||||||||||||
Total | $ | 59,987 | $ | 14,715 | $ | 45,272 | $ | 59,987 | $ | 12,982 | $ | 47,005 | |||||||||||||
The aggregate amortization expense, including amortization of above and below market lease intangible assets which is classified as rent expense, was $1.5 million and $1.0 million for the three months ended March 31, 2014 and 2013, respectively. |
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accrued Expenses and Other Current Liabilities | ' | ||||||||
5. Accrued Expenses and Other Current Liabilities | |||||||||
Accrued expenses and other current liabilities consisted of the following at (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Interest expense | $ | 308 | $ | 444 | |||||
Professional fees | 693 | 1,365 | |||||||
Equity-based incentive compensation (Note 11) | 161 | 3,141 | |||||||
Taxes other than income | 1,327 | 1,169 | |||||||
Management fees payable to affiliate | 142 | 139 | |||||||
Other | 1,781 | 1,792 | |||||||
Total accrued expenses and other current liabilities | $ | 4,412 | $ | 8,050 | |||||
Debt
Debt | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt | ' | ||||||||
6. Debt | |||||||||
Debt outstanding was as follows (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Revolving credit facility | $ | 158,887 | $ | 146,330 | |||||
Financing associated with Rocky Top acquisition | 26,250 | 26,250 | |||||||
Note payable | 967 | 980 | |||||||
Total | 186,104 | 173,560 | |||||||
Current portion—included in accrued expenses and other current liabilities | 51 | 51 | |||||||
Total | $ | 186,053 | $ | 173,509 | |||||
Credit Facility | |||||||||
In March 2014, the Partnership entered into an amended and restated credit agreement (the “Credit Facility”). The Credit Facility is a senior secured revolving credit facility maturing on March 4, 2019 with a total borrowing capacity of $450 million, under which swingline loans may be drawn up to $10.0 million and standby letters of credit may be issued up to an aggregate of $45.0 million. The Credit Facility may be increased, from time to time, upon the Partnership’s written request, subject to certain conditions, up to an additional $100.0 million. All obligations under the Credit Facility are secured by substantially all of the assets of the Partnership and its subsidiaries. | |||||||||
Borrowings under the Credit Facility bear interest, at the Partnership’s option, at (1) a rate equal to the London Interbank Offering Rate (“LIBOR”), for interest periods of one week or one, two, three or six months, plus a margin of 2.00% to 3.25% per annum, depending on the Partnership’s total leverage ratio (as defined) or (2) (a) a base rate equal to the greatest of: (i) the federal funds rate, plus 0.5%, (ii) LIBOR for one month interest periods, plus 1.00% per annum or (iii) the rate of interest established by the agent, from time to time, as its prime rate, plus (b) a margin of 1.00% to 2.25% per annum depending on the Partnership’s total leverage ratio. In addition, the Partnership incurs a commitment fee based on the unused portion of the revolving credit facility at a rate of 0.35% to 0.50% per annum depending on the Partnership’s total leverage ratio. The weighted-average interest rate on outstanding borrowings at March 31, 2014, was 2.7%. Letters of credit outstanding at March 31, 2014 and December 31, 2013 totaled $14.3 million and $12.3 million, respectively. The nominal amount of availability at March 31, 2014, was $278.0 million. | |||||||||
The Partnership is required to comply with certain financial covenants under the Credit Facility. The Partnership is required to maintain a total leverage ratio (as defined) for the most recently completed four fiscal quarters of not greater than 4.50 to 1.00. This ratio will be increased to 5.00 to 1.00 for the two quarters following the closing of a material acquisition (as defined) or upon the issuance of senior notes (as defined). Upon the issuance of senior notes, the Partnership would be required to maintain a senior leverage ratio (as defined) for the most recently completed four fiscal quarters on a pro forma basis of not greater than 3.50 to 1.00. The Partnership is also required to maintain a consolidated interest coverage ratio (as defined) of at least 2.75 to 1.00. | |||||||||
The Credit Facility prohibits the Partnership from making distributions to its unitholders if any potential default or event of default occurs or would result from the distribution, or the Partnership is not in compliance with its financial covenants. In addition, the Credit Facility contains various covenants which may limit, among other things, the Partnership’s ability to grant liens; create, incur, assume, or suffer to exist other indebtedness; or make any material change to the nature of the Partnership’s business, including mergers, liquidations, and dissolutions; and make certain investments, acquisitions or dispositions. |
Environmental_Matters
Environmental Matters | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Environmental Remediation Obligations [Abstract] | ' | ||||||||
Environmental Matters | ' | ||||||||
7. Environmental Matters | |||||||||
The Partnership currently owns or leases sites where refined petroleum products are being or have been handled. These sites and the refined petroleum products handled thereon may be subject to federal and state environmental laws and regulations. Under such laws and regulations, the Partnership could be required to remove or remediate containerized hazardous liquids or associated generated wastes (including wastes disposed of or abandoned by prior owners or operators), to remediate contaminated property arising from the release of liquids or wastes into the environment, including contaminated groundwater, or to implement best management practices to prevent future contamination. | |||||||||
The Partnership maintains insurance of various types with varying levels of coverage that is considered adequate under the circumstances to cover operations and properties. The insurance policies are subject to deductibles that are considered reasonable and not excessive. In addition, the Partnership has entered into indemnification and/or escrow agreements with various sellers in conjunction with several of their respective acquisitions, as further described below. Financial responsibility for environmental remediation is negotiated in connection with each acquisition transaction. In each case, an assessment is made of potential environmental liability exposure based on available information. Based on that assessment and relevant economic and risk factors, a determination is made whether to, and the extent to which the Partnership will, assume liability for existing environmental conditions. | |||||||||
The table below presents a rollforward of the Partnership’s environmental liability for the three months ended March 31, 2014 and 2013 (in thousands). | |||||||||
2014 | 2013 | ||||||||
Beginning balance | $ | 1,238 | $ | 1,177 | |||||
Changes in estimates for previously incurred losses | 330 | — | |||||||
Payments | (46 | ) | — | ||||||
Ending balance | 1,522 | 1,177 | |||||||
Current portion | 486 | 636 | |||||||
Long-term portion | $ | 1,036 | $ | 541 | |||||
At March 31, 2014, the Partnership was indemnified by third-party escrow funds, state funds or insurance totaling $1.5 million, which are recorded as indemnification assets. State funds represent probable state reimbursement amounts. Reimbursement will depend upon the continued maintenance and solvency of the state. Insurance coverage represents amounts deemed probable of reimbursement under insurance policies. | |||||||||
The estimates used in these liabilities are based on all known facts at the time and an assessment of the ultimate remedial action outcomes. The Partnership will adjust loss accruals as further information becomes available or circumstances change. Among the many uncertainties that impact the estimates are the necessary regulatory approvals for, and potential modifications of remediation plans, the amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing legal claims giving rise to additional claims. | |||||||||
Environmental liabilities related to the contributed sites have not been assigned to the Partnership, and are still the responsibility of certain of the entities and affiliates (the “Predecessor Entities”) that contributed assets to form the Partnership (see the Annual Report on Form 10-K for the year ended December 31, 2013, for additional discussion of the Predecessor Entities). Under the Omnibus Agreement between the Partnership and LGC (the “Omnibus Agreement”), certain of the Predecessor Entities must indemnify the Partnership for any costs or expenses that the Partnership incurs for environmental liabilities and third-party claims, regardless of when a claim is made, that are based on environmental conditions in existence prior to the closing of the initial public offering (“IPO”) for contributed sites. Certain of the Predecessor Entities are beneficiaries of escrow accounts created to cover the cost to remediate certain environmental liabilities. In addition, certain of the Predecessor Entities maintain insurance policies to cover environmental liabilities and/or, where available, participate in state programs that may also assist in funding the costs of environmental liabilities. Certain sites that were contributed to the Partnership were identified as having existing environmental liabilities that are not covered by escrow accounts, state funds or insurance policies. | |||||||||
The table below presents a rollforward of the Predecessor Entities’ environmental liability for the three months ended March 31, 2014 and 2013 (in thousands). | |||||||||
2014 | |||||||||
Beginning balance | $ | 18,259 | |||||||
Payments | (742 | ) | |||||||
Ending balance | $ | 17,517 | |||||||
A significant portion of the Predecessor Entities’ environmental liabilities have corresponding indemnification assets. The breakdown of the indemnification assets is as follows (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Third-party escrows | $ | 6,407 | $ | 6,707 | |||||
State funds | 3,048 | 3,210 | |||||||
Insurance coverage | 5,329 | 5,460 | |||||||
Total indemnification assets | $ | 14,784 | $ | 15,377 | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
8. Commitments and Contingencies | |
Legal Matters | |
In the normal course of business, the Partnership and the Predecessor Entity have and may become involved in legal actions relating to the ownership and operation of their properties and business. In management’s opinion, the resolutions of any such pending legal actions are not expected to have a material adverse effect on its financial position, results of operations and cash flows. The Partnership and the Predecessor Entity maintain liability insurance on certain aspects of its businesses in amounts deemed adequate by management. However, there is no assurance that this insurance will be adequate to protect them from all material expenses related to potential future claims or these levels of insurance will be available in the future at economically acceptable prices. | |
Environmental Matters | |
See Note 7 for a discussion of the Partnership and the Predecessor Entity’s environmental liabilities. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||
Mar. 31, 2014 | |||
Fair Value Disclosures [Abstract] | ' | ||
Fair Value Measurements | ' | ||
9. Fair Value Measurements | |||
The Partnership measures and reports certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. The following is a description of the three hierarchy levels. | |||
Level 1 | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Active markets are considered to be those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. | ||
Level 2 | Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in inactive markets. | ||
Level 3 | Unobservable inputs are not corroborated by market data. This category is comprised of financial and non-financial assets and liabilities whose fair value is estimated based on internally developed models or methodologies using significant inputs that are generally less readily observable from objective sources. | ||
Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels in 2014 or 2013. | |||
As further discussed in Note 11, the Partnership has accrued for phantom units and profits interests granted as a liability and adjusts that liability on a recurring basis based on the market price of the Partnership’s common units each balance sheet date. Such fair value measurements are deemed Level 1 measurements. | |||
Financial Instruments | |||
The fair value of the Partnership’s accounts receivable and accounts payable approximated their carrying values as of March 31, 2014, and December 31, 2013, due to the short-term maturity of these instruments. The fair value of the Partnership’s long-term debt approximated its carrying value as of March 31, 2014, and December 31, 2013, due to the frequency with which interest rates are reset based on changes in prevailing interest rates. The fair value of debt, classified as a Level 2 measurement, was estimated using an income approach by discounting future cash flows at estimated current cost of funding rates, which incorporate the credit risk of the Partnership. |
Partners_Capital
Partners' Capital | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
Partners' Capital | ' |
10. Partners’ Capital | |
In March 2014, the Partnership issued 4,172 common units to certain members of the board of directors of the Partnership’s General Partner as part of their 2013 compensation. | |
In March 2014, 92,683 common units were issued (net of units withheld for income taxes) to employees of Lehigh Gas Corporation (“LGC”) as a result of the vesting of phantom units (see Note 11 for additional information). |
EquityBased_Compensation
Equity-Based Compensation | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||
Equity-Based Compensation | ' | ||||||||
11. Equity-Based Compensation | |||||||||
In connection with the IPO, the General Partner adopted the Lehigh Gas Partners LP 2012 Incentive Award Plan (the “Plan”), a long-term incentive plan for employees, officers, consultants and directors of the General Partner and any of its affiliates, including LGC, who perform services for the Partnership. The maximum number of common units that may be delivered with respect to awards under the Plan is 1,505,000. Generally, the Plan provides for grants of restricted units, unit options, performance awards, phantom units, profits interests, unit awards, unit appreciation rights, distribution equivalent rights, and other unit-based awards, with various limits and restrictions attached to these awards on a grant-by-grant basis. The Plan is administered by the board of directors of the Partnership’s General Partner or a committee thereof, which is referred to as the Plan Administrator. | |||||||||
The Plan Administrator may terminate or amend the Plan at any time with respect to any common units for which a grant has not yet been made. The Plan Administrator also has the right to alter or amend the Plan or any part of the Plan from time to time, including increasing the number of common units that may be granted, subject to unitholder approval as required by the exchange upon which common units are listed at that time; however, no change in any outstanding grant may be made that would adversely affect the rights of a participant with respect to awards granted to a participant prior to the effective date of such amendment or termination, except that the board of directors of our General Partner may amend any award to satisfy the requirements of Section 409A of the Internal Revenue Code. The Plan will expire on the tenth anniversary of its approval, when common units are no longer available under the Plan for grants or upon its termination by the Plan Administrator, whichever occurs first. | |||||||||
In March 2014, the Partnership contributed its investments in its operating subsidiaries and certain other assets and liabilities to LGP Operations LLC (“LGP Operations”), a wholly-owned subsidiary of the Partnership. Also in March 2014, LGP Operations granted profits interests to certain employees of LGC, which represent Class B Units in LGP Operations. Upon vesting, Class B Unitholders will be entitled to receive cash distributions proportionate to those received by common unitholders. Class B Units will be redeemable two years after they were granted, subject to certain limitations, for cash or common units at the discretion of the compensation committee of the board of directors of the General Partner. | |||||||||
Awards to Employees of LGC | |||||||||
The following is a summary of the award activity for the three months ended March 31, 2014. | |||||||||
Phantom | Profits | ||||||||
Units | Interests | ||||||||
Non-vested at beginning of period | 433,373 | — | |||||||
Granted | 7,458 | 18,689 | |||||||
Forfeited | (642 | ) | — | ||||||
Vested (a) | (143,954 | ) | — | ||||||
Non-vested at end of period | 296,235 | 18,689 | |||||||
(a) | Of the phantom units that vested during the three months ended March, 31, 2014, 51,271 common units were withheld for taxes. | ||||||||
Awards vest 33% on March 15 of the year following the year of grant, 33% on March 15 of the second year following the year of grant, and 34% on March 15 of the third year following the year of grant. | |||||||||
The fair value of the non-vested awards outstanding at March 31, 2014, was $8.5 million. Compensation expense for the three months ended March 31, 2014 and 2013, was $0.9 million and $0.1 million, respectively. Unrecognized compensation expense related to the non-vested awards is expected to be recognized over a weighted average period of 2.0 years. | |||||||||
It is the intent of the Partnership to settle the phantom units upon vesting by issuing common units and to settle the profits interests upon conversion by the grantee by issuing common units, as permitted under the Plan. However, the awards may be settled in cash at the discretion of the compensation committee of the board of directors of the General Partner. | |||||||||
Because the Partnership grants awards to employees of LGC, and because the grants may be settled in cash, the grants are measured at fair value at each balance sheet reporting date and the cumulative compensation cost recognized is classified as a liability, which is included in accrued expenses and other current liabilities on the balance sheet. | |||||||||
Awards to Members of the Board of Directors | |||||||||
The Partnership also granted the following awards to members of the board of directors of the General Partner as a portion of director compensation: | |||||||||
Year of service | 2013 | 2014 | 2014 | ||||||
Type of Award | Profits Interests | Phantom Units | Profits Interests | ||||||
Vesting | 100% upon grant | 100% on March 15, 2015 | 100% on March 15, 2015 | ||||||
Number of Awards | 5,948 | 2,045 | 9,481 | ||||||
The fair value of the non-vested awards outstanding at March 31, 2014, was $0.3 million. Unrecognized compensation expense related to the non-vested awards is expected to be recognized through December 31, 2014. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
12. Income Taxes | |
As a limited partnership, the Partnership is not subject to federal and state income taxes. Income tax attributable to the Partnership’s taxable income, which may differ significantly from income for financial statement purposes, is assessed at the individual level of the unitholder. The Partnership is subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, the Partnership would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any period. | |
Certain activities that generate non-qualifying income are conducted through a taxable corporate subsidiary, LGWS. Current and deferred income taxes are recognized on the earnings of LGWS. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates. | |
For the three months ended March 31, 2014 and 2013, the effective tax rate was lower than the federal statutory rate for corporations due to the Partnership’s income not subject to income taxes. For the three months ended March 31, 2013, the Partnership recorded an increase in the valuation allowance of $0.4 million. |
Net_Income_per_Limited_Partner
Net Income per Limited Partnership Unit | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Net Income per Limited Partnership Unit | ' | ||||||||||||||||
13. Net Income per Limited Partnership Unit | |||||||||||||||||
Under the Partnership Agreement, the holders of the incentive distribution rights (“IDRs”) have an interest in distributions from the Partnership that are increasing percentages starting at 15% of quarterly distributions out of the operating surplus (as defined) in excess of $0.5031 per limited partner unit. The Partnership’s undistributed net income is generally allocable pro rata to the common and subordinated unitholders, except where common unitholders have received cash distributions in excess of the subordinated unitholders. In that circumstance, net income is allocated to the common unitholders first in support of such excess cash distribution paid to them and the remainder of the net income is allocable pro rata to the common and subordinated unitholders. Losses are general allocable pro rata to the common and subordinated unitholders in accordance with the Partnership Agreement. | |||||||||||||||||
In addition to the common and subordinated units, the Partnership has identified the IDRs as participating securities and computes income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income specified in the Partnership Agreement. Net income per unit applicable to limited partners (including common and subordinated unitholders) is computed by dividing the limited partners’ interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common and subordinated units. There were no participating IDRs for 2013. However, the distribution declared in March 2014 exceeded the threshold and so IDRs participated in this distribution as summarized on the statements of operations. | |||||||||||||||||
The following provides a reconciliation of net income and the allocation of net income to the limited partners’ interest for purposes of computing net income per limited partner unit for the following periods (in thousands, except unit, and per unit amounts): | |||||||||||||||||
Three Months Ended March 31, 2014 | Three Months Ended March 31, 2013 | ||||||||||||||||
Common | Subordinated | Common | Subordinated | ||||||||||||||
Units | Units | Units | Units | ||||||||||||||
Numerator: | |||||||||||||||||
Distributions paid (a) | $ | 5,737 | $ | 3,857 | $ | 2,219 | $ | 2,218 | |||||||||
Allocation of distributions in excess of net income (b) | (4,904 | ) | (3,293 | ) | (340 | ) | (340 | ) | |||||||||
Limited partners’ interest in net income-basic | 833 | 564 | 1,879 | 1,878 | |||||||||||||
Adjustment for phantom units | 1 | — | — | — | |||||||||||||
Limited partners’ interest in net income-diluted | $ | 834 | $ | 564 | $ | 1,879 | $ | 1,878 | |||||||||
Denominator: | |||||||||||||||||
Weighted average limited partnership units outstanding-basic | 11,115,643 | 7,525,000 | 7,525,858 | 7,525,000 | |||||||||||||
Adjustment for phantom units | 40,618 | — | — | — | |||||||||||||
Weighted average limited partnership units outstanding-diluted | 11,156,261 | 7,525,000 | 7,525,858 | 7,525,000 | |||||||||||||
Net income per limited partnership unit-basic | $ | 0.07 | $ | 0.07 | $ | 0.25 | $ | 0.25 | |||||||||
Net income per limited partnership unit-diluted | $ | 0.07 | $ | 0.07 | $ | 0.25 | $ | 0.25 | |||||||||
(a) | Distributions paid per unit were $0.5125 and $0.2948 per unit for the three months ended March 31, 2014 and 2013, respectively. | ||||||||||||||||
(b) | Allocation of distributions in excess of net income is based on a pro rata proportion to the common and subordinated units as outlined in the Partnership Agreement. | ||||||||||||||||
In May 2014, the Partnership declared a quarterly distribution, to be paid from the operating surplus, totaling $9.6 million or $0.5125 per unit. |
RelatedParty_Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related-Party Transactions | ' |
14. Related-Party Transactions | |
Revenues from Fuel Sales to LGO | |
In connection with the IPO, the Partnership and LGO entered into a PMPA Franchise Agreement pursuant to which the Partnership is the exclusive distributor of motor fuel to all sites operated by LGO for a period of 15 years. The Partnership has the right to impose the brand of fuel that is distributed to LGO. There are no minimum volume requirements that LGO is required to satisfy. The Partnership charges LGO the “dealer tank wagon” prices for each grade of product in effect at the time title to the product passes to LGO. Revenues and cost of revenues from fuel sales to LGO are separately classified in the statements of operations. | |
Revenues from Fuel Sales to Related Parties | |
In addition, the Partnership distributes motor fuel and leases property to a related party of the Chief Executive Officer of the General Partner. Total revenues amounted to $24.0 million and $25.0 million for the three months ended March 31, 2014 and 2013, respectively. Accounts receivable amounted to $1.4 million and $1.1 million as of March 31, 2014 and December 31, 2013, respectively. | |
Operating Leases of Gasoline Stations as Lessor | |
The Partnership leases certain motor fuel stations to LGO under operating leases cancelable by the Partnership. Rent income under these agreements is separately classified in the statements of operations. | |
Operating Leases of Gasoline Stations as Lessee | |
The Partnership leases certain motor fuel stations from related parties under operating leases cancelable by the Partnership. Rent expense under these agreements was $0.2 million and $0.2 million for the three months ended March 31, 2014 and 2013, respectively. | |
Management Fees | |
The Partnership incurred $1.7 million and $1.6 million in management fees under the Omnibus Agreement for the three months ended March 31, 2014 and 2013, respectively, classified as selling, general and administrative expenses in the statements of operations. | |
Environmental Costs | |
Certain environmental monitoring and remediation activities are undertaken by a related party of the Partnership as approved by the conflicts committee of the board of directors of the General Partner. The Partnership incurred $0.1 million with this related party for the three months ended March 31, 2014. |
Segment_Reporting
Segment Reporting | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Reporting | ' | ||||||||||||||||
15. Segment Reporting | |||||||||||||||||
Effective September 1, 2013, the Partnership engages in both the wholesale and retail distribution of motor fuels, primarily gasoline and diesel fuel. Given this change, the Partnership conducts its business in two segments: 1) the wholesale segment and 2) the retail segment. The Partnership’s measure of segment profit or loss is net income. Unallocated costs consist primarily of interest expense associated with the Credit Facility, selling, general and administrative expenses, income taxes and the elimination of the retail segment’s intersegment cost of revenues from fuel sales against the wholesale segment’s intersegment revenues from fuel sales. The profit in ending inventory generated by the intersegment fuel sale is also eliminated. Total assets by segment are not presented as the chief operating decision maker does not currently assess performance or allocate resources based on that data. Financial data for each segment is as follows (in thousands): | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Wholesale | Retail | Unallocated | Consolidated | ||||||||||||||
Revenues from fuel sales to external customers | $ | 417,887 | $ | 53,302 | $ | — | $ | 471,189 | |||||||||
Intersegment revenues from fuel sales | 44,685 | — | (44,685 | ) | — | ||||||||||||
Rent income | 9,641 | 1,054 | — | 10,695 | |||||||||||||
Other revenue | 137 | — | — | 137 | |||||||||||||
Total revenues | 472,350 | 54,356 | (44,685 | ) | 482,021 | ||||||||||||
Net income (loss) | 8,455 | 265 | (7,292 | ) | 1,428 | ||||||||||||
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
16. Subsequent Events | |
Atlas Acquisition | |
On April 16, 2014, the Partnership entered into an agreement to acquire 55 wholesale supply contracts, two commission marketing contracts, 11 fee or leasehold sites and certain other assets from affiliates of Atlas Oil Company. Upon closing, the Partnership will pay $38.5 million. In addition, the Partnership will acquire certain short-term financing assets associated with the wholesale supply and commission marketing contracts for $11.9 million, bringing total consideration to $50.4 million, subject to closing adjustments. | |
These assets are located in the Chicago, Illinois area and are branded BP. The wholesale supply contracts have a remaining average term of 15 years and the fee or leasehold sites are currently leased to third party commission agents. The short-term financing assets relate to previously negotiated purchase agreements of certain sites by the dealers occupying the locations. All of the financing assets relate to sites supplied under contracts acquired in this transaction. The financing assets have a weighted average maturity of June 2015. | |
In connection with the acquisition, Sam Simon, Chairman and Chief Executive Officer of Atlas Oil Company, will enter into a non-compete agreement that generally restricts him and entities controlled by him from (a) engaging in the wholesale distribution of motor fuel or owning or operating a retail motor fuel facility and/or convenience store within certain territories for one year after the closing date, and (b) constructing any new retail motor fuel facility and/or convenience stores within certain territories for five years after the closing date. | |
The transaction is expected to close in the second quarter of 2014 and will be funded by borrowings under the credit facility. Should either party breach the contract and not cure the breach as required, the other party is entitled to liquidated damages. | |
PMI Acquisition | |
On April 28, 2014, the Partnership exercised an option (“Option”) to purchase 100% of the membership interests of Pinehurst Petroleum, LLC (“Pinehurst”) from Joseph L. Smith III and John A. Kopfer, Jr. (“Smith/Kopfer”) for $4.0 million. Pinehurst’s sole asset was an Agreement and Plan of Merger among Pinehurst Petroleum, LLC, PMI Merger Sub, Inc., Petroleum Marketers, Incorporated, Petroleum Marketers, Incorporated Employee Stock Ownership Trust and Ronald R. Hare, in his capacity as representative (the “Merger Agreement”) pursuant to which Pinehurst agreed to acquire all of the shares of Petroleum Marketers, Incorporated (“PMI”) for $75.0 million subject to an adjustment for a targeted net working capital of $3.0 million, through the merger of PMI Merger Sub, Inc., a wholly owned subsidiary of Pinehurst, and PMI. Under the terms of the Merger Agreement, the stockholders of PMI agreed to escrow $5.0 million for 25 months after the closing date to secure the indemnity provisions for the benefit of Pinehurst contained in the Merger Agreement. The Merger Agreement also contains customary representations, warranties, agreements and obligations of the parties, and termination, closing conditions and indemnity provisions. The transaction was funded under the Partnership’s credit facility. | |
On April 30, 2014, pursuant to the Option, the Partnership purchased all of the equity interests of Pinehurst. Subsequent to such purchase, the merger became effective and, as a result, the Partnership became the owner of PMI. PMI operates two primary lines of business: convenience stores and petroleum products distribution. In its convenience store business, PMI operates 85 convenience stores and 9 co-located branded quick service restaurants located in Virginia. The convenience stores distribute primarily branded fuel and operate under the PMI’s own proprietary convenience store brand, “Stop in Food Stores.” The Partnership initially intends to operate the convenience stores within the Partnership and expects to transfer the operations of certain sites over time to third parties and to affiliated entities outside of the Partnership. The petroleum products business distributes motor fuels and other petroleum products to customers throughout Virginia, West Virginia, Tennessee and North Carolina. | |
The acquisition augments the Partnership’s presence in Virginia and complements the existing Tennessee operations. The Partnership expects to realize material synergies upon integration. | |
Due to the timing, nature and complexity of the transaction and the status of the valuation work, the Partnership is not able to provide a preliminary purchase price allocation. | |
On May, 1, 2014, immediately subsequent to the effectiveness of the merger, the Partnership caused PMI to divest its lubricants business (the “Lubricants Business”) to Zimri Holdings, LLC (“Zimri”), an entity owned by Smith/Kopfer for the sum of $14.0 million pursuant to an Asset Purchase Agreement (“APA”) between PMI and Zimri. The APA contains customary representations, warranties, agreements and obligations of the parties, as well as indemnity provisions. A trust controlled by Joseph V. Topper, Jr, Chairman and CEO of the general partner of the Partnership, personally financed the purchase of the Lubricants Business by Zimri via a loan to Zimri. The financing by Mr. Topper’s trust was approved by the Conflicts Committee of the board of directors of the general partner of the Partnership. It is anticipated that Zimri will re-sell the Lubricants Business to an independent third party at a later date. The Partnership is entitled to receive the profit, if any, from the sale of the Lubricants Business to an independent third party. | |
Amendment of Omnibus Agreement | |
In connection with the acquisition of PMI and the pending acquisition of assets from certain affiliates of Atlas Oil Company discussed previously, the Partnership amended its Omnibus Agreement with its general partner and LGC with regards to the management fee payable by the Partnership to LGC effective May 1, 2014. The revised management fee consists of a base monthly fee of $670,000 per month and a variable fee of between zero and $0.003 per gallon for wholesale fuel distribution and $0.015 per gallon for retail fuel distribution at sites operated by the Partnership. LGC may waive all or any portion of the management fee to the extent that all or a portion of the management services are either purchased from another party or not required. |
Organization_and_Basis_of_Pres1
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Interim Financial Statements | ' |
Interim Financial Statements | |
The accompanying interim condensed consolidated financial statements and related disclosures are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) on the same basis as the corresponding audited financial statements for the year ended December 31, 2013, and, in the opinion of management, include all adjustments of a normal recurring nature considered necessary to present fairly the Partnership’s financial position as of March 31, 2014, and the results of its operations and cash flows for the periods presented. Operating results for the three months ended March 31, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014, or any other future periods. The balance sheet as of December 31, 2013, was derived from the consolidated financial statements for the year ended December 31, 2013. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted under the Securities and Exchange Commission’s (“SEC”) rules and regulations for interim financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the corresponding audited consolidated financial statements and accompanying notes for the year ended December 31, 2013, included in the Partnership’s Annual Report on Form 10-K, filed with the SEC. | |
Reclassifications | ' |
Reclassifications | |
Certain reclassifications were made to prior period amounts to conform to the current year presentation. These reclassifications had no impact on net income or partners’ capital for any periods. | |
New Accounting Guidance | ' |
New Accounting Guidance | |
In April 2014, the Financial Accounting Standards Board issued Accounting Standard Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of an Entity, which revises the criteria to qualify as a discontinued operation and requires new disclosures. Under this guidance, a discontinued operation is (1) a component of an entity or group of components that has been disposed of or classified as held for sale that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results or (2) an acquired business that is classified as held for sale on the date of acquisition. This guidance also permits companies to have continuing cash flows and significant continuing involvement with the disposed component. | |
The Partnership disposes of individual sites or groups of sites that generally do not represent a strategic shift and generally do not have a major effect on operations or financial results. As a result of this new guidance, these disposals will generally not meet the criteria for recognition as a discontinued operation. The Partnership has early adopted this guidance on a prospective basis effective January 1, 2014. |
Assets_Held_for_Sale_Tables
Assets Held for Sale (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Discontinued Operations And Disposal Groups [Abstract] | ' | ||||||||
Schedule of Assets Held for Sale | ' | ||||||||
Assets held for sale were as follows (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 1,346 | $ | 932 | |||||
Buildings and improvements | 967 | 543 | |||||||
Equipment and other | 846 | 299 | |||||||
Property and equipment, at cost | 3,159 | 1,774 | |||||||
Accumulated depreciation and amortization | (531 | ) | (446 | ) | |||||
Assets held for sale | $ | 2,628 | $ | 1,328 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
Property and equipment, net consisted of the following at (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 121,348 | $ | 122,126 | |||||
Buildings and improvements | 129,088 | 124,479 | |||||||
Leasehold improvements | 7,960 | 7,437 | |||||||
Equipment and other | 71,703 | 76,236 | |||||||
Property and equipment in service, at cost | 330,099 | 330,278 | |||||||
Accumulated depreciation and amortization | (47,828 | ) | (43,808 | ) | |||||
Property and equipment in service, net | 282,271 | 286,470 | |||||||
Construction in progress | 2,481 | 2,259 | |||||||
Property and equipment, net | $ | 284,752 | $ | 288,729 | |||||
Intangible_Assets_other_than_G1
Intangible Assets other than Goodwill (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Intangible Assets other than Goodwill | ' | ||||||||||||||||||||||||
Intangible assets other than goodwill consist of the following (in thousands): | |||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Amount | Amortization | Carrying | Amount | Amortization | Carrying | ||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Wholesale fuel supply agreements | $ | 25,736 | $ | 9,731 | $ | 16,005 | $ | 25,736 | $ | 9,059 | $ | 16,677 | |||||||||||||
Wholesale fuel distribution rights | 26,180 | 2,936 | 23,244 | 26,180 | 2,282 | 23,898 | |||||||||||||||||||
Trademarks | 634 | 107 | 527 | 634 | 78 | 556 | |||||||||||||||||||
Covenant not to compete | 2,676 | 393 | 2,283 | 2,676 | 253 | 2,423 | |||||||||||||||||||
Below market leases | 4,761 | 1,548 | 3,213 | 4,761 | 1,310 | 3,451 | |||||||||||||||||||
Total | $ | 59,987 | $ | 14,715 | $ | 45,272 | $ | 59,987 | $ | 12,982 | $ | 47,005 | |||||||||||||
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Schedule of Accrued Expenses and Other Current Liabilities | ' | ||||||||
Accrued expenses and other current liabilities consisted of the following at (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Interest expense | $ | 308 | $ | 444 | |||||
Professional fees | 693 | 1,365 | |||||||
Equity-based incentive compensation (Note 11) | 161 | 3,141 | |||||||
Taxes other than income | 1,327 | 1,169 | |||||||
Management fees payable to affiliate | 142 | 139 | |||||||
Other | 1,781 | 1,792 | |||||||
Total accrued expenses and other current liabilities | $ | 4,412 | $ | 8,050 | |||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Summary of Debt Outstanding | ' | ||||||||
Debt outstanding was as follows (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Revolving credit facility | $ | 158,887 | $ | 146,330 | |||||
Financing associated with Rocky Top acquisition | 26,250 | 26,250 | |||||||
Note payable | 967 | 980 | |||||||
Total | 186,104 | 173,560 | |||||||
Current portion—included in accrued expenses and other current liabilities | 51 | 51 | |||||||
Total | $ | 186,053 | $ | 173,509 | |||||
Environmental_Matters_Tables
Environmental Matters (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Summary of Roll Forward of Environmental Liabilities, on an Undiscounted Basis | ' | ||||||||
The table below presents a rollforward of the Partnership’s environmental liability for the three months ended March 31, 2014 and 2013 (in thousands). | |||||||||
2014 | 2013 | ||||||||
Beginning balance | $ | 1,238 | $ | 1,177 | |||||
Changes in estimates for previously incurred losses | 330 | — | |||||||
Payments | (46 | ) | — | ||||||
Ending balance | 1,522 | 1,177 | |||||||
Current portion | 486 | 636 | |||||||
Long-term portion | $ | 1,036 | $ | 541 | |||||
Predecessor [Member] | ' | ||||||||
Summary of Roll Forward of Environmental Liabilities, on an Undiscounted Basis | ' | ||||||||
The table below presents a rollforward of the Predecessor Entities’ environmental liability for the three months ended March 31, 2014 and 2013 (in thousands). | |||||||||
2014 | |||||||||
Beginning balance | $ | 18,259 | |||||||
Payments | (742 | ) | |||||||
Ending balance | $ | 17,517 | |||||||
Schedule of Break Down of Indemnification Assets | ' | ||||||||
The breakdown of the indemnification assets is as follows (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Third-party escrows | $ | 6,407 | $ | 6,707 | |||||
State funds | 3,048 | 3,210 | |||||||
Insurance coverage | 5,329 | 5,460 | |||||||
Total indemnification assets | $ | 14,784 | $ | 15,377 | |||||
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||
Summary of Award Activity | ' | ||||||||
The following is a summary of the award activity for the three months ended March 31, 2014. | |||||||||
Phantom | Profits | ||||||||
Units | Interests | ||||||||
Non-vested at beginning of period | 433,373 | — | |||||||
Granted | 7,458 | 18,689 | |||||||
Forfeited | (642 | ) | — | ||||||
Vested (a) | (143,954 | ) | — | ||||||
Non-vested at end of period | 296,235 | 18,689 | |||||||
(a) | Of the phantom units that vested during the three months ended March, 31, 2014, 51,271 common units were withheld for taxes. | ||||||||
Schedule of Partnership Granted Awards to Members of Board of Directors of General Partner as Portion of Director Compensation | ' | ||||||||
The Partnership also granted the following awards to members of the board of directors of the General Partner as a portion of director compensation: | |||||||||
Year of service | 2013 | 2014 | 2014 | ||||||
Type of Award | Profits Interests | Phantom Units | Profits Interests | ||||||
Vesting | 100% upon grant | 100% on March 15, 2015 | 100% on March 15, 2015 | ||||||
Number of Awards | 5,948 | 2,045 | 9,481 |
Net_Income_per_Limited_Partner1
Net Income per Limited Partnership Unit (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule of Reconciliation of Net Income and Allocation of Net Income to Limited Partners' Interest for Purposes of Computing Net Income per Limited Partner Unit | ' | ||||||||||||||||
The following provides a reconciliation of net income and the allocation of net income to the limited partners’ interest for purposes of computing net income per limited partner unit for the following periods (in thousands, except unit, and per unit amounts): | |||||||||||||||||
Three Months Ended March 31, 2014 | Three Months Ended March 31, 2013 | ||||||||||||||||
Common | Subordinated | Common | Subordinated | ||||||||||||||
Units | Units | Units | Units | ||||||||||||||
Numerator: | |||||||||||||||||
Distributions paid (a) | $ | 5,737 | $ | 3,857 | $ | 2,219 | $ | 2,218 | |||||||||
Allocation of distributions in excess of net income (b) | (4,904 | ) | (3,293 | ) | (340 | ) | (340 | ) | |||||||||
Limited partners’ interest in net income-basic | 833 | 564 | 1,879 | 1,878 | |||||||||||||
Adjustment for phantom units | 1 | — | — | — | |||||||||||||
Limited partners’ interest in net income-diluted | $ | 834 | $ | 564 | $ | 1,879 | $ | 1,878 | |||||||||
Denominator: | |||||||||||||||||
Weighted average limited partnership units outstanding-basic | 11,115,643 | 7,525,000 | 7,525,858 | 7,525,000 | |||||||||||||
Adjustment for phantom units | 40,618 | — | — | — | |||||||||||||
Weighted average limited partnership units outstanding-diluted | 11,156,261 | 7,525,000 | 7,525,858 | 7,525,000 | |||||||||||||
Net income per limited partnership unit-basic | $ | 0.07 | $ | 0.07 | $ | 0.25 | $ | 0.25 | |||||||||
Net income per limited partnership unit-diluted | $ | 0.07 | $ | 0.07 | $ | 0.25 | $ | 0.25 | |||||||||
(a) | Distributions paid per unit were $0.5125 and $0.2948 per unit for the three months ended March 31, 2014 and 2013, respectively. | ||||||||||||||||
(b) | Allocation of distributions in excess of net income is based on a pro rata proportion to the common and subordinated units as outlined in the Partnership Agreement. |
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of Financial Data for Each Segment | ' | ||||||||||||||||
Financial data for each segment is as follows (in thousands): | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Wholesale | Retail | Unallocated | Consolidated | ||||||||||||||
Revenues from fuel sales to external customers | $ | 417,887 | $ | 53,302 | $ | — | $ | 471,189 | |||||||||
Intersegment revenues from fuel sales | 44,685 | — | (44,685 | ) | — | ||||||||||||
Rent income | 9,641 | 1,054 | — | 10,695 | |||||||||||||
Other revenue | 137 | — | — | 137 | |||||||||||||
Total revenues | 472,350 | 54,356 | (44,685 | ) | 482,021 | ||||||||||||
Net income (loss) | 8,455 | 265 | (7,292 | ) | 1,428 | ||||||||||||
Assets_Held_for_Sale_Additiona
Assets Held for Sale - Additional Information (Detail) | Mar. 31, 2014 | Dec. 31, 2013 |
site | site | |
Discontinued Operations And Disposal Groups [Abstract] | ' | ' |
Number of locations held for sale | 3 | 2 |
Assets_Held_for_Sale_Schedule_
Assets Held for Sale - Schedule of Assets Held for Sale (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Long Lived Assets Held-for-sale [Line Items] | ' | ' |
Property and equipment, at cost | $3,159 | $1,774 |
Accumulated depreciation and amortization | -531 | -446 |
Assets held for sale | 2,628 | 1,328 |
Land [Member] | ' | ' |
Long Lived Assets Held-for-sale [Line Items] | ' | ' |
Property and equipment, at cost | 1,346 | 932 |
Buildings and Improvements [Member] | ' | ' |
Long Lived Assets Held-for-sale [Line Items] | ' | ' |
Property and equipment, at cost | 967 | 543 |
Equipment and Other [Member] | ' | ' |
Long Lived Assets Held-for-sale [Line Items] | ' | ' |
Property and equipment, at cost | $846 | $299 |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment in service, at cost | $330,099 | $330,278 |
Accumulated depreciation and amortization | -47,828 | -43,808 |
Property and equipment in service, net | 282,271 | 286,470 |
Construction in progress | 2,481 | 2,259 |
Property and equipment, net | 284,752 | 288,729 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment in service, at cost | 121,348 | 122,126 |
Buildings and Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment in service, at cost | 129,088 | 124,479 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment in service, at cost | 7,960 | 7,437 |
Equipment and Other [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment in service, at cost | $71,703 | $76,236 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
site | ||
Property Plant And Equipment [Abstract] | ' | ' |
Depreciation | $4.40 | $3.80 |
Number of sites sold | 2 | ' |
Gain on sale of sites | $1.50 | ' |
Intangible_Assets_other_than_G2
Intangible Assets other than Goodwill - Schedule of Intangible Assets other than Goodwill (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | $59,987 | $59,987 |
Finite-lived intangible assets, Accumulated Amortization | 14,715 | 12,982 |
Intangible assets, Net Amount | 45,272 | 47,005 |
Wholesale Fuel Supply agreements [Member] | ' | ' |
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 25,736 | 25,736 |
Finite-lived intangible assets, Accumulated Amortization | 9,731 | 9,059 |
Finite-lived intangible assets, Net Carrying Amount | 16,005 | 16,677 |
Wholesale Fuel Distribution Rights [Member] | ' | ' |
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 26,180 | 26,180 |
Finite-lived intangible assets, Accumulated Amortization | 2,936 | 2,282 |
Finite-lived intangible assets, Net Carrying Amount | 23,244 | 23,898 |
Trademarks [Member] | ' | ' |
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 634 | 634 |
Finite-lived intangible assets, Accumulated Amortization | 107 | 78 |
Finite-lived intangible assets, Net Carrying Amount | 527 | 556 |
Covenant Not to Compete [Member] | ' | ' |
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 2,676 | 2,676 |
Finite-lived intangible assets, Accumulated Amortization | 393 | 253 |
Finite-lived intangible assets, Net Carrying Amount | 2,283 | 2,423 |
Below Market Leases [Member] | ' | ' |
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 4,761 | 4,761 |
Finite-lived intangible assets, Accumulated Amortization | 1,548 | 1,310 |
Finite-lived intangible assets, Net Carrying Amount | $3,213 | $3,451 |
Intangible_Assets_other_than_G3
Intangible Assets other than Goodwill - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' |
Amortization expense | $1.50 | $1 |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities And Other Liabilities [Abstract] | ' | ' |
Interest expense | $308 | $444 |
Professional fees | 693 | 1,365 |
Equity-based incentive compensation (Note 11) | 161 | 3,141 |
Taxes other than income | 1,327 | 1,169 |
Management fees payable to affiliate | 142 | 139 |
Other | 1,781 | 1,792 |
Total accrued expenses and other current liabilities | $4,412 | $8,050 |
Debt_Summary_of_Debt_Outstandi
Debt - Summary of Debt Outstanding (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Note payable | $967 | $980 |
Total | 186,104 | 173,560 |
Current portion-included in accrued expenses and other current liabilities | 51 | 51 |
Long-term debt | 186,053 | 173,509 |
Revolving Credit Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Revolving credit facility | 158,887 | 146,330 |
Rocky Top Acquisition [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $26,250 | $26,250 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 1 Months Ended | 1 Months Ended | ||||||||||||||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Credit Facility [Member] | Swingline Loans [Member] | Standby Letters of Credit [Member] | |
Senior Secured Revolving Credit Facility [Member] | Senior Secured Revolving Credit Facility [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | LIBOR [Member] | LIBOR [Member] | LIBOR [Member] | LIBOR [Member] | Federal Funds Effective Rate [Member] | Base Rate [Member] | Base Rate [Member] | Base Rate [Member] | ||||
Two Quarters Following Closing of Material Acquisition [Member] | First Option [Member] | Second Option [Member] | Minimum [Member] | Maximum [Member] | Second Option [Member] | Second Option [Member] | Minimum [Member] | Maximum [Member] | ||||||||
First Option [Member] | First Option [Member] | Second Option [Member] | Second Option [Member] | |||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | $450 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10 | $45 |
Debt maturity date | 4-Mar-19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount by which maximum borrowing capacity may be increased | 100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reference rate | ' | ' | ' | ' | ' | ' | 'LIBOR | 'One month LIBOR | ' | ' | 'Federal funds | 'Agent established rate | ' | ' | ' | ' |
Margin on variable reference interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | 1.00% | 2.00% | 3.25% | 0.50% | ' | 1.00% | 2.25% | ' | ' |
Commitment fee on used portion of revolving credit (as a percent) | ' | ' | ' | 0.35% | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average interest rate | ' | 2.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nominal amount available under credit facility | ' | 278 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit outstanding | ' | $14.30 | $12.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total leverage ratio | ' | ' | ' | ' | 4.5 | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior leverage ratio | 3.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Combined interest charge coverage ratio | ' | ' | ' | 2.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Environmental_Matters_Summary_
Environmental Matters - Summary of Roll Forward of Environmental Liabilities, on an Undiscounted Basis (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 |
Site Contingency [Line Items] | ' | ' | ' | ' |
Beginning balance | $1,238 | ' | $1,177 | $1,177 |
Changes in estimates for previously incurred losses | 330 | ' | ' | ' |
Payments | -46 | ' | ' | ' |
Ending balance | 1,522 | ' | 1,177 | 1,177 |
Current portion | 486 | 477 | 636 | ' |
Long-term portion | 1,036 | 761 | 541 | ' |
Predecessor [Member] | ' | ' | ' | ' |
Site Contingency [Line Items] | ' | ' | ' | ' |
Beginning balance | 18,259 | ' | ' | ' |
Payments | -742 | ' | ' | ' |
Ending balance | $17,517 | ' | ' | ' |
Environmental_Matters_Addition
Environmental Matters - Additional Information (Detail) (USD $) | Mar. 31, 2014 |
In Millions, unless otherwise specified | |
Accrual For Environmental Loss Contingencies [Roll Forward] | ' |
Third-party escrow funds, state funds or insurance | $1.50 |
Environmental_Matters_Schedule
Environmental Matters - Schedule of Break Down of Indemnification Assets (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Site Contingency [Line Items] | ' | ' |
Third-party escrows | $1,500 | ' |
Predecessor [Member] | ' | ' |
Site Contingency [Line Items] | ' | ' |
Third-party escrows | 6,407 | 6,707 |
State funds | 3,048 | 3,210 |
Insurance coverage | 5,329 | 5,460 |
Total indemnification assets | $14,784 | $15,377 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Fair Value Disclosures [Abstract] | ' | ' |
Transfers between levels | $0 | $0 |
Partners_Capital_Additional_In
Partners' Capital - Additional Information (Detail) (Common Units [Member]) | 0 Months Ended |
Mar. 31, 2014 | |
Limited Partners' Capital Account [Line Items] | ' |
Units issued | 4,172 |
Lehigh Gas Corporation [Member] | ' |
Limited Partners' Capital Account [Line Items] | ' |
Units issued | 92,683 |
EquityBased_Compensation_Addit
Equity-Based Compensation - Additional Information (Detail) (Long-term Incentive Plan [Member], USD $) | 3 Months Ended | 0 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 15, 2014 | Mar. 15, 2014 | Mar. 15, 2014 |
Board of Directors [Member] | First Year [Member] | Second Year [Member] | Third Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Maximum number of units to be delivered under the Plan | 1,505,000 | ' | ' | ' | ' | ' |
Percentage of awards vest on grant date | ' | ' | ' | 33.00% | 33.00% | 34.00% |
Fair value of non-vested awards outstanding | $8.50 | ' | $0.30 | ' | ' | ' |
Compensation expense | $0.90 | $0.10 | ' | ' | ' | ' |
Weighted average period for recognition of unrecognized compensation expense | '2 years | ' | ' | ' | ' | ' |
EquityBased_Compensation_Summa
Equity-Based Compensation - Summary of Award Activity (Detail) (Long-term Incentive Plan [Member]) | 3 Months Ended |
Mar. 31, 2014 | |
Phantom Units [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Non-vested at beginning of period | 433,373 |
Granted | 7,458 |
Forfeited | -642 |
Vested | -143,954 |
Non-vested at end of period | 296,235 |
Profits Interests [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Granted | 18,689 |
Non-vested at end of period | 18,689 |
EquityBased_Compensation_Summa1
Equity-Based Compensation - Summary of Award Activity (Parenthetical) (Detail) (Phantom Units [Member], Long-term Incentive Plan [Member]) | 3 Months Ended |
Mar. 31, 2014 | |
Phantom Units [Member] | Long-term Incentive Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Common units were withheld for taxes | 51,271 |
EquityBased_Compensation_Sched
Equity-Based Compensation - Schedule of Partnership Granted Awards to Members of Board of Directors of General Partner as Portion of Director Compensation (Detail) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Profits Interests [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Year of service | '2014 | '2013 |
Type of Award | 'Profits Interests | 'Profits Interests |
Vesting | '100% on March 15, 2015 | '100% upon grant |
Number of Awards | 9,481 | 5,948 |
Phantom Units [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Year of service | '2014 | ' |
Type of Award | 'Phantom Units | ' |
Vesting | '100% on March 15, 2015 | ' |
Number of Awards | 2,045 | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2014 |
Maximum [Member] | ||
Current Income Tax Expense Benefit Continuing Operations [Line Items] | ' | ' |
Percentage of non-qualifying income | ' | 10.00% |
Valuation allowance adjustments | $0.40 | ' |
Net_Income_per_Limited_Partner2
Net Income per Limited Partnership Unit - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | 31-May-14 | Mar. 31, 2014 |
Item | Subsequent Event [Member] | Minimum [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Minimum percentage of quarterly distributions out of operating surplus | ' | ' | 15.00% |
Incentive distribution per limited partner unit (in dollars per unit) | ' | ' | $0.50 |
Number of participating incentive distribution rights | 0 | ' | ' |
Quarterly dividend declared | ' | $9.60 | ' |
Quarterly dividend distribution declared (in dollars per unit) | ' | $0.51 | ' |
Net_Income_per_Limited_Partner3
Net Income per Limited Partnership Unit - Schedule of Reconciliation of Net Income and Allocation of Net Income to Limited Partners' Interest for Purposes of Computing Net Income per Limited Partner Unit (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Numerator: | ' | ' |
Distributions paid | $9,625 | ' |
Denominator: | ' | ' |
Weighted average limited partnership units outstanding-basic | 11,115,643 | 7,525,858 |
Weighted average limited partnership units outstanding-diluted | 11,156,261 | 7,525,858 |
Common Units [Member] | ' | ' |
Numerator: | ' | ' |
Distributions paid | 5,737 | 2,219 |
Allocation of distributions in excess of net income | -4,904 | -340 |
Limited partners' interest in net income-basic | 833 | 1,879 |
Adjustment for phantom units | 1 | ' |
Limited partners' interest in net income-diluted | 834 | 1,879 |
Denominator: | ' | ' |
Weighted average limited partnership units outstanding-basic | 11,115,643 | 7,525,858 |
Adjustment for phantom units | 40,618 | ' |
Weighted average limited partnership units outstanding-diluted | 11,156,261 | 7,525,858 |
Net income per limited partnership unit-basic | $0.07 | 0.25 |
Net income per limited partnership unit-diluted | $0.07 | 0.25 |
Subordinated Units [Member] | ' | ' |
Numerator: | ' | ' |
Distributions paid | 3,857 | 2,218 |
Allocation of distributions in excess of net income | -3,293 | -340 |
Limited partners' interest in net income-basic | 564 | 1,878 |
Adjustment for phantom units | ' | ' |
Limited partners' interest in net income-diluted | $564 | 1,878 |
Denominator: | ' | ' |
Weighted average limited partnership units outstanding-basic | 7,525,000 | 7,525,000 |
Adjustment for phantom units | ' | ' |
Weighted average limited partnership units outstanding-diluted | 7,525,000 | 7,525,000 |
Net income per limited partnership unit-basic | $0.07 | 0.25 |
Net income per limited partnership unit-diluted | $0.07 | 0.25 |
Net_Income_per_Limited_Partner4
Net Income per Limited Partnership Unit - Schedule of Reconciliation of Net Income and Allocation of Net Income to Limited Partners' Interest for Purposes of Computing Net Income per Limited Partner Unit (Parenthetical) (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Earnings Per Share [Abstract] | ' | ' |
Quarterly dividend distributions paid (in dollars per unit) | $0.51 | $0.29 |
RelatedParty_Transactions_Addi
Related-Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ' | ' | ' |
Term period of Franchise Agreement | '15 years | ' | ' |
Revenues | $24,000,000 | $25,000,000 | ' |
Accounts receivable | 1,400,000 | ' | 1,100,000 |
Rental expenses under operating leases agreements | 3,815,000 | 3,884,000 | ' |
LGO [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Environmental monitoring and remediation activities | 100,000 | ' | ' |
LGO [Member] | Gasoline Stations [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Rental expenses under operating leases agreements | 200,000 | 200,000 | ' |
LGO [Member] | Omnibus Agreement [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Management fees | $1,700,000 | $1,600,000 | ' |
Segment_Reporting_Additional_I
Segment Reporting - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of segments | 2 |
Segment_Reporting_Schedule_of_
Segment Reporting - Schedule of Financial Data for Each Segment (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Segment Reporting Information [Line Items] | ' | ' |
Revenues from fuel sales | $296,784 | $218,304 |
Rent income | 5,508 | 3,352 |
Other revenue | 137 | 423 |
Total revenues | 482,021 | 471,861 |
Net income (loss) | 1,428 | 3,757 |
Operating Segments [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenues from fuel sales | 471,189 | ' |
Wholesale [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Rent income | 9,641 | ' |
Other revenue | 137 | ' |
Total revenues | 472,350 | ' |
Net income (loss) | 8,455 | ' |
Wholesale [Member] | Operating Segments [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenues from fuel sales | 417,887 | ' |
Wholesale [Member] | Intersegment Eliminations [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenues from fuel sales | 44,685 | ' |
Retail [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Rent income | 1,054 | ' |
Total revenues | 54,356 | ' |
Net income (loss) | 265 | ' |
Retail [Member] | Operating Segments [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenues from fuel sales | 53,302 | ' |
Unallocated [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total revenues | -44,685 | ' |
Net income (loss) | -7,292 | ' |
Unallocated [Member] | Intersegment Eliminations [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenues from fuel sales | ($44,685) | ' |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||||
Mar. 31, 2014 | Mar. 31, 2014 | Apr. 16, 2014 | Apr. 28, 2014 | 1-May-14 | Apr. 28, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Apr. 16, 2014 | Apr. 16, 2014 | Apr. 16, 2014 | |
PMI Acquisition [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||
Pinehurst [Member] | PMI Acquisition [Member] | PMI Acquisition [Member] | PMI Acquisition [Member] | Omnibus Agreement [Member] | Omnibus Agreement [Member] | Omnibus Agreement [Member] | Omnibus Agreement [Member] | Wholesale Supply Contracts [Member] | Commission Marketing Contracts [Member] | Leasehold Sites [Member] | ||||
Store | Wholesale Fuel Distribution Rights [Member] | Wholesale Fuel Distribution Rights [Member] | Retail Fuel Distribution [Member] | Contract | Contract | Contract | ||||||||
Minimum [Member] | Maximum [Member] | |||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55 | 2 | 11 |
Purchase price consideration excluding value of acquired short-term financing assets | ' | ' | $38,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition of short-term financing assets | ' | ' | 11,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price consideration | ' | ' | 50,400,000 | 4,000,000 | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase agreement date | 16-Apr-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Wholesale supply contracts remaining average term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years | ' | ' |
Short-term financing assets weighted average maturity date | ' | ' | '2015-06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition description | ' | ' | '(a) engaging in the wholesale distribution of motor fuel or owning or operating a retail motor fuel facility and/or convenience store within certain territories for one year after the closing date, and (b) constructing any new retail motor fuel facility and/or convenience stores within certain territories for five years after the closing date. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Membership interests of Pinehurst Petroleum, LLC | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination net working capital adjustment | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination escrow deposit | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination escrow deposit term | ' | ' | ' | ' | ' | '25 months | ' | ' | ' | ' | ' | ' | ' | ' |
Number of convenience stores | ' | ' | ' | ' | ' | ' | 85 | ' | ' | ' | ' | ' | ' | ' |
Number of co-located stores | ' | ' | ' | ' | ' | ' | 9 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from divestiture of Lubricants business | ' | ' | ' | ' | 14,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective date of divestiture of Lubricants business | ' | 1-May-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable fee per gallon | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0.003 | 0.015 | ' | ' | ' |
Revised management fees per month | ' | ' | ' | ' | ' | ' | ' | $670,000 | ' | ' | ' | ' | ' | ' |