Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Entity Information | ||
Entity Registrant Name | VALERO ENERGY PARTNERS LP | |
Entity Central Index Key | 1,583,103 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Common Unitholders Public [Member] | ||
Entity Information | ||
Entity Common Stock, Units Outstanding | 37,262,986 | |
Subordinated Unitholder Valero [Member] | ||
Entity Information | ||
Entity Common Stock, Units Outstanding | 28,789,989 | |
General Partner Valero [Member] | ||
Entity Information | ||
Entity Common Stock, Units Outstanding | 1,347,702 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 67,167 | $ 80,783 | |
Receivables from related party | 23,614 | 18,088 | |
Prepaid expenses and other | 1,081 | 632 | |
Total current assets | 91,862 | 99,503 | |
Property and equipment, at cost | 1,132,034 | 1,110,399 | [2] |
Accumulated depreciation | (331,213) | (310,558) | [2] |
Property and equipment, net | 800,821 | 799,841 | [2] |
Deferred charges and other assets, net | 2,987 | 3,322 | |
Total assets | 895,670 | 902,666 | |
Current liabilities: | |||
Current portion of capital lease obligations | 250 | 913 | |
Accounts payable | 6,809 | 9,264 | |
Accrued liabilities | 1,276 | 1,062 | |
Accrued liabilities – related party | 677 | 628 | |
Taxes other than income taxes | 1,679 | 1,276 | |
Deferred revenue from related party | 1,263 | 129 | |
Total current liabilities | 11,954 | 13,272 | |
Debt and capital lease obligations, net of current portion | 314,065 | 175,246 | |
Notes payable to related party | 370,000 | 370,000 | |
Deferred income taxes | 504 | 320 | |
Other long-term liabilities | 1,142 | 1,116 | |
Commitments and contingencies | |||
Partners' capital: | |||
Common unitholders – public (21,515,609 and 21,509,651 units outstanding) | 594,881 | 581,489 | |
Common unitholder – Valero (15,747,377 and 15,018,602 units outstanding) | 15,895 | 28,430 | |
Subordinated unitholder – Valero (28,789,989 and 28,789,989 units outstanding) | (406,344) | (313,961) | |
General partner – Valero (1,347,702 and 1,332,829 units outstanding) | (6,427) | (5,805) | |
Net investment | 0 | 52,559 | |
Total partners’ capital | 198,005 | 342,712 | |
Total liabilities and partners’ capital | $ 895,670 | $ 902,666 | |
[1] | Financial information has been retrospectively adjusted for the acquisition of the McKee Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. | ||
[2] | Financial information has been retrospectively adjusted for the acquisition of the McKee Terminal Services Business. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Jun. 30, 2016 | Dec. 31, 2015 |
Partners' capital: | ||
Common unitholders – public, units outstanding | 21,515,609 | 21,509,651 |
Common unitholder – Valero, units outstanding | 15,747,377 | 15,018,602 |
Subordinated unitholder – Valero, units outstanding | 28,789,989 | 28,789,989 |
General partner – Valero, units outstanding | 1,347,702 | 1,332,829 |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||||
Operating revenues – related party | $ 87,664 | $ 60,245 | [1] | $ 166,431 | $ 102,131 | [1] | |
Costs and expenses: | |||||||
Operating expenses (b) | [2] | 20,520 | 22,191 | [1] | 41,397 | 46,487 | [1] |
General and administrative expenses (c) | [3] | 3,578 | 3,312 | [1] | 7,806 | 7,024 | [1] |
Depreciation expense | 10,622 | 9,904 | [1] | 21,243 | 19,343 | [1] | |
Total costs and expenses | 34,720 | 35,407 | [1] | 70,446 | 72,854 | [1] | |
Operating income | 52,944 | 24,838 | [1] | 95,985 | 29,277 | [1] | |
Other income, net | 57 | 26 | [1] | 134 | 137 | [1] | |
Interest and debt expense, net of capitalized interest (d) | [4] | (3,251) | (1,411) | [1] | (5,910) | (2,012) | [1] |
Income before income taxes | 49,750 | 23,453 | [1] | 90,209 | 27,402 | [1] | |
Income tax expense (benefit) | 303 | (51) | [1] | 545 | (177) | [1] | |
Net income | 49,447 | 23,504 | [1] | 89,664 | 27,579 | [1] | |
Less: Net loss attributable to Predecessor | 0 | (10,158) | [1] | (3,081) | (28,204) | [1] | |
Net income attributable to partners | 49,447 | 33,662 | 92,745 | 55,783 | |||
Less: General partner’s interest in net income | 5,213 | 1,357 | 8,717 | 2,209 | |||
Limited partners’ interest in net income | $ 44,234 | $ 32,305 | $ 84,028 | $ 53,574 | |||
Net income per limited partner unit – basic and diluted: | |||||||
Common units | $ 0.67 | $ 0.54 | $ 1.28 | $ 0.91 | |||
Subordinated units | $ 0.67 | $ 0.54 | $ 1.28 | $ 0.90 | |||
Weighted-average limited partner units outstanding: | |||||||
Common units – basic and diluted | 37,248 | 30,698 | 36,884 | 30,066 | |||
Subordinated units – basic and diluted | 28,790 | 28,790 | 28,790 | 28,790 | |||
Cash distribution declared per unit | $ 0.3650 | $ 0.2925 | $ 0.7050 | $ 0.5700 | |||
[1] | Financial information has been retrospectively adjusted for the acquisitions of the McKee Terminal Services Business and the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. | ||||||
[2] | Includes operating expenses – related party of $10,863 thousand and $10,643 thousand for the three months ended June 30, 2016 and 2015, respectively, and $21,796 thousand and $20,478 thousand for the six months ended June 30, 2016 and 2015, respectively. | ||||||
[3] | Includes general and administrative expenses – related party of $2,998 thousand and $2,800 thousand for the three months ended June 30, 2016 and 2015, respectively, and $5,923 thousand and $5,459 thousand for the six months ended June 30, 2016 and 2015, respectively. | ||||||
[4] | Includes interest and debt expense – related party of $1,584 thousand and $578 thousand for the three months ended June 30, 2016 and 2015, respectively, and $3,150 thousand and $768 thousand for the six months ended June 30, 2016 and 2015, respectively. |
Consolidated Statements of Inc5
Consolidated Statements of Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Supplemental information: | ||||
(b) Operating expenses – related party | $ 10,863 | $ 10,643 | $ 21,796 | $ 20,478 |
(c) General and administrative expenses – related party | 2,998 | 2,800 | 5,923 | 5,459 |
(d) Interest and debt expense – related party | $ 1,584 | $ 578 | $ 3,150 | $ 768 |
Consolidated Statements of Part
Consolidated Statements of Partners' Capital (Unaudited) - USD ($) $ in Thousands | Total | Common Unitholders Public [Member] | Common Unitholder Valero [Member] | Subordinated Unitholder Valero [Member] | General Partner Valero [Member] | Net Investment [Member] | |
Beginning balance at Dec. 31, 2014 | [1] | $ 1,021,970 | $ 374,954 | $ 58,844 | $ 146,804 | $ 4,617 | $ 436,751 |
Increase (Decrease) in Partners' Capital Roll Forward | |||||||
Net loss attributable to Predecessor | [2] | (28,204) | 0 | 0 | 0 | 0 | (28,204) |
Net income attributable to partners | 55,783 | 15,703 | 11,665 | 26,205 | 2,210 | 0 | |
Net transfers from Valero Energy Corporation | [2] | 35,122 | 0 | 0 | 0 | 0 | 35,122 |
Allocation of Valero Energy Corporation’s net investment in acquisitions | 0 | 0 | 82,330 | 205,396 | 8,383 | (296,109) | |
Consideration paid to Valero Energy Corporation for acquisitions | (671,220) | 0 | (186,625) | (465,592) | (19,003) | 0 | |
Units issued to Valero Energy Corporation in connection with acquisitions | 100,000 | 0 | 98,000 | 0 | 2,000 | 0 | |
Noncash capital contributions from Valero Energy Corporation | 7,343 | 0 | 2,273 | 4,866 | 204 | 0 | |
Cash distributions to unitholders | (33,089) | (9,375) | (6,802) | (15,647) | (1,265) | 0 | |
Distribution equivalent right payments | (6) | (6) | 0 | 0 | 0 | 0 | |
Unit-based compensation | 88 | 88 | 0 | 0 | 0 | 0 | |
Ending balance at Jun. 30, 2015 | [2] | 487,787 | 381,364 | 59,685 | (97,968) | (2,854) | 147,560 |
Beginning balance at Dec. 31, 2015 | [1] | 342,712 | 581,489 | 28,430 | (313,961) | (5,805) | 52,559 |
Increase (Decrease) in Partners' Capital Roll Forward | |||||||
Net loss attributable to Predecessor | (3,081) | 0 | 0 | 0 | 0 | (3,081) | |
Net income attributable to partners | 92,745 | 27,503 | 19,699 | 36,826 | 8,717 | 0 | |
Net transfers from Valero Energy Corporation | 1,883 | 0 | 0 | 0 | 0 | 1,883 | |
Allocation of Valero Energy Corporation’s net investment in acquisitions | 0 | 0 | 17,088 | 32,758 | 1,515 | (51,361) | |
Consideration paid to Valero Energy Corporation for acquisitions | (240,000) | 0 | (79,848) | (153,067) | (7,085) | 0 | |
Units issued to Valero Energy Corporation in connection with acquisitions | 36,000 | 0 | 35,280 | 0 | 720 | 0 | |
Offering costs | (6) | (6) | 0 | 0 | 0 | 0 | |
Noncash capital contributions from Valero Energy Corporation | 15,978 | 0 | 5,407 | 10,101 | 470 | 0 | |
Cash distributions to unitholders | (48,310) | (14,189) | (10,161) | (19,001) | (4,959) | 0 | |
Distribution equivalent right payments | (9) | (9) | 0 | 0 | 0 | 0 | |
Unit-based compensation | 93 | 93 | 0 | 0 | 0 | 0 | |
Ending balance at Jun. 30, 2016 | $ 198,005 | $ 594,881 | $ 15,895 | $ (406,344) | $ (6,427) | $ 0 | |
[1] | Financial information has been retrospectively adjusted for the acquisition of the McKee Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. | ||||||
[2] | Financial information has been retrospectively adjusted for the acquisitions of the McKee Terminal Services Business and the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | [1] | ||
Cash flows from operating activities: | ||||
Net income | $ 89,664 | $ 27,579 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation expense | 21,243 | 19,343 | ||
Deferred income tax expense (benefit) | 219 | (395) | ||
Changes in current assets and current liabilities | (3,442) | (6,073) | ||
Changes in deferred charges and credits and other operating activities, net | 249 | 459 | ||
Net cash provided by operating activities | 107,933 | 40,913 | ||
Cash flows from investing activities: | ||||
Capital expenditures | (9,325) | (18,291) | ||
Acquisitions from Valero Energy Corporation | (51,361) | (296,109) | ||
Other investing activities, net | 18 | 14 | ||
Net cash used in investing activities | (60,668) | (314,386) | ||
Cash flows from financing activities: | ||||
Proceeds from debt borrowings | 139,000 | 200,000 | ||
Proceeds from note payable to related party | 0 | 160,000 | ||
Payments of capital lease obligations | (663) | (580) | ||
Payment of offering costs | (108) | 0 | ||
Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets | (152,639) | (275,111) | ||
Cash distributions to unitholders and distribution equivalent right payments | (48,319) | (33,095) | ||
Net transfers from Valero Energy Corporation | 1,848 | 37,722 | ||
Net cash provided by (used in) financing activities | (60,881) | 88,936 | ||
Net decrease in cash and cash equivalents | (13,616) | (184,537) | ||
Cash and cash equivalents at beginning of period | 80,783 | [2] | 236,579 | |
Cash and cash equivalents at end of period | $ 67,167 | $ 52,042 | ||
[1] | Financial information has been retrospectively adjusted for the acquisitions of the McKee Terminal Services Business and the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. | |||
[2] | Financial information has been retrospectively adjusted for the acquisition of the McKee Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. |
Business and Basis of Presentat
Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS AND BASIS OF PRESENTATION | 1. BUSINESS AND BASIS OF PRESENTATION Business Valero Energy Partners LP (the Partnership) is a fee-based, master limited partnership formed by Valero (defined below) in July 2013 to own, operate, develop, and acquire crude oil and refined petroleum products pipelines, terminals, and other transportation and logistics assets. References in this report to “Partnership,” “we,” “us,” or “our” refer to Valero Energy Partners LP, one or more of its subsidiaries, or all of them taken as a whole. References in this report to “Valero” refer collectively to Valero Energy Corporation and its subsidiaries, other than Valero Energy Partners LP, any of its subsidiaries, or its general partner. We acquired the McKee Terminal Services Business, the Corpus Christi Terminal Services Business, and the Houston and St. Charles Terminal Services Business from Valero (collectively, the Acquisitions) on April 1, 2016 , October 1, 2015 , and March 1, 2015 , respectively. See Note 3 for further discussion of the Acquisitions. Our assets consist of crude oil and refined petroleum products pipeline and terminal systems in the United States (U.S.) Gulf Coast and U.S. Mid-Continent regions that are integral to the operations of nine of Valero’s refineries. We generate operating revenues by providing fee-based transportation and terminaling services to Valero. Basis of Presentation Our consolidated financial statements include the accounts of the Partnership as well as our Predecessor (defined below). All intercompany accounts and transactions have been eliminated. The Acquisitions were accounted for as transfers of businesses between entities under the common control of Valero. As entities under the common control of Valero, we recorded the Acquisitions on our balance sheet at Valero’s carrying value rather than fair value. Transfers between entities under common control are accounted for as though the transfer occurred as of the beginning of the period of transfer, and prior period financial statements and financial information are retrospectively adjusted to furnish comparative information. Accordingly, the Partnership’s financial statements and related notes have been retrospectively adjusted to include the historical results of the Acquisitions for all periods presented prior to the effective dates of each acquisition. We refer to the historical results of the Acquisitions prior to their respective acquisition dates as those of our “Predecessor.” The combined financial statements of our Predecessor were derived from the consolidated financial statements and accounting records of Valero and reflect the combined historical financial position, results of operations, and cash flows of our Predecessor as if the Acquisitions had been combined for periods prior to the effective dates of each acquisition. There were no transactions between the operations of our Predecessor; therefore, there were no intercompany transactions or accounts to be eliminated in connection with the combination of those operations. In addition, our Predecessor’s statements of income include direct charges for the management and operation of our assets and certain expenses allocated by Valero for general corporate services, such as treasury, accounting, and legal services. These expenses were charged, or allocated, to our Predecessor based on the nature of the expenses. Prior to the Acquisitions, our Predecessor transferred cash to Valero daily and Valero funded our Predecessor’s operating and investing activities as needed. Therefore, transfers of cash to and from Valero’s cash management system are reflected as a component of net investment and are reflected as a financing activity in our statements of cash flows. In addition, interest expense was not included on the net cash transfers from Valero. The financial information presented for the periods after the effective dates of the Acquisitions represents the consolidated financial position, results of operations, and cash flows of the Partnership. These unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Financial information for the three and six months ended June 30, 2016 and 2015 included in these Condensed Notes to Consolidated Financial Statements is derived from our unaudited financial statements. Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The balance sheet as of December 31, 2015 has been derived from our audited financial statements as of that date, retrospectively adjusted for the acquisition of the McKee Terminal Services Business on April 1, 2016 (see Note 3 ). For further information, refer to our financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2015 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. On an ongoing basis, we review our estimates based on currently available information. Changes in facts and circumstances may result in revised estimates. Accounting Pronouncements Adopted During the Period In April 2015, the provisions of Accounting Standards Codification (ASC) Subtopic 835-30, “Interest–Imputation of Interest,” were amended to simplify the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a note be reported in the balance sheet as a direct deduction from the face amount of that note, consistent with debt discounts, and that amortization of debt issuance costs be reported as interest expense. In August 2015, these provisions were further amended with guidance from the Securities and Exchange Commission staff, which provides that the staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. These provisions were effective for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods. The adoption of this guidance effective January 1, 2016 did not affect our financial position or results of operations as our debt issuance costs are associated with our revolving credit facility and therefore were not required to be reclassified. Also in April 2015, the provisions of ASC Topic 260, “Earnings Per Share,” were amended to provide guidance on how master limited partnerships apply the two-class method of calculating earnings per unit for historical periods when they receive net assets in a dropdown transaction that is accounted for as a transaction between entities under common control as required under Subtopic 805-50, “Business Combinations–Related Issues.” The amendments specify that for purposes of calculating earnings per unit under the two-class method for periods before the date of a dropdown transaction, earnings or losses of a transferred business should be allocated entirely to the general partner. Qualitative disclosures are also required to describe how the rights to earnings or losses differ before and after the dropdown transaction for purposes of computing earnings per unit under the two-class method. These provisions were effective for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods. We have historically calculated our net income per unit after a dropdown transaction as prescribed by these provisions; therefore, the adoption of this guidance effective January 1, 2016 did not affect our financial position or results of operations, but resulted in additional disclosures as shown in Note 9 . In November 2015, the provisions of ASC Topic 740, “Income Taxes,” were amended to simplify the presentation of deferred income taxes. The amendments require that deferred tax liabilities and assets be classified as noncurrent in a classified balance sheet. The amendments are effective for financial statements for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted as of the beginning of any interim or annual period. Effective January 1, 2016, we adopted this guidance on a retrospective basis, but such adoption did not affect our financial position as we had no current deferred tax amounts to reclassify. Accounting Pronouncements Not Yet Adopted In May 2014, the ASC was amended and a new accounting standard, ASC Topic 606, “Revenue from Contracts with Customers,” was issued to clarify the principles for recognizing revenue. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual periods. We are currently evaluating the effect that adopting this standard will have on our financial statements and related disclosures. In January 2016, the provisions of ASC Subtopic 825-10, “Financial Instruments–Overall,” were amended to enhance the reporting model for financial instruments regarding certain aspects of recognition, measurement, presentation, and disclosure. These provisions are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. We are currently evaluating the effect that adopting this standard will have on our financial statements and related disclosures. In February 2016, the ASC was amended and a new accounting standard, ASC Topic 842, “Leases,” was issued to increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The new standard is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual periods, with early adoption permitted. We are currently evaluating the effect that adopting this standard will have on our financial statements and related disclosures. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 3. ACQUISITIONS Acquisition in 2016 McKee Terminal Services Business Effective April 1, 2016 , we acquired a subsidiary from Valero that owns and operates a crude oil, intermediates, and refined petroleum products terminal that supports Valero’s McKee Refinery (in Sunray, Texas) for total consideration of $240.0 million , which consisted of (i) a cash distribution of $204.0 million and (ii) the issuance of 728,775 common units and 14,873 general partner units having an aggregate value of $36.0 million . We funded the cash distribution to Valero with $65.0 million of our cash on hand and $139.0 million of borrowings under our revolving credit facility. See Note 6 for further discussion of the borrowings under our revolving credit facility. Acquisitions in 2015 Corpus Christi Terminal Services Business Effective October 1, 2015 , we acquired Valero’s Corpus Christi East Terminal and Corpus Christi West Terminal (collectively, the Corpus Christi Terminal Services Business) for total consideration of $465.0 million , which consisted of (i) a cash distribution of $395.0 million and (ii) the issuance of 1,570,513 common units and 32,051 general partner units having an aggregate value of $70.0 million . We funded the cash distribution to Valero with $395.0 million of proceeds from a subordinated credit agreement with Valero. The Corpus Christi Terminal Services Business is engaged in the business of terminaling crude oil, intermediates, and refined petroleum products at terminals in Corpus Christi, Texas and supports Valero’s Corpus Christi East and West Refineries. See Note 6 for further discussion of the borrowings under this subordinated credit agreement. Houston and St. Charles Terminal Services Business Effective March 1, 2015 , we acquired two subsidiaries from Valero that own and operate crude oil, intermediates, and refined petroleum products terminals supporting Valero’s Houston Refinery (in Houston, Texas) and St. Charles Refinery (in Norco, Louisiana) for total consideration of $671.2 million , which consisted of (i) a cash distribution of $571.2 million and (ii) the issuance of 1,908,100 common units and 38,941 general partner units having an aggregate value of $100.0 million . We funded the cash distribution to Valero with $211.2 million of our cash on hand, $200.0 million of borrowings under our revolving credit facility, and $160.0 million of proceeds from a subordinated credit agreement we entered into with Valero. See Note 6 for further discussion of the borrowings under our revolving credit facility and this subordinated credit agreement. Presentation of Reported Financial Information The following table presents our previously reported balance sheet as of December 31, 2015 retrospectively adjusted for the acquisition of the McKee Terminal Services Business (in thousands). The assets and liabilities of the Houston and St. Charles Terminal Services Business and the Corpus Christi Terminal Services Business are included in our previously reported balance sheet as of December 31, 2015. Valero Energy Partners LP (Previously Reported) McKee Terminal Services Business Valero Energy Partners LP (Currently Reported) ASSETS Current assets: Cash and cash equivalents $ 80,783 $ — $ 80,783 Receivables from related party 18,088 — 18,088 Prepaid expenses and other 632 — 632 Total current assets 99,503 — 99,503 Property and equipment, at cost 1,010,881 99,518 1,110,399 Accumulated depreciation (263,599 ) (46,959 ) (310,558 ) Property and equipment, net 747,282 52,559 799,841 Deferred charges and other assets, net 3,322 — 3,322 Total assets $ 850,107 $ 52,559 $ 902,666 LIABILITIES AND PARTNERS’ CAPITAL Current liabilities: Current portion of capital lease obligations $ 913 $ — $ 913 Accounts payable 9,264 — 9,264 Accrued liabilities 1,062 — 1,062 Accrued liabilities – related party 628 — 628 Taxes other than income taxes 1,276 — 1,276 Deferred revenue from related party 129 — 129 Total current liabilities 13,272 — 13,272 Debt and capital lease obligations, net of current portion 175,246 — 175,246 Notes payable to related party 370,000 — 370,000 Deferred income taxes 320 — 320 Other long-term liabilities 1,116 — 1,116 Partners’ capital: Common unitholders – public 581,489 — 581,489 Common unitholder – Valero 28,430 — 28,430 Subordinated unitholder – Valero (313,961 ) — (313,961 ) General partner – Valero (5,805 ) — (5,805 ) Net investment — 52,559 52,559 Total partners’ capital 290,153 52,559 342,712 Total liabilities and partners’ capital $ 850,107 $ 52,559 $ 902,666 The following tables present our previously reported statements of income for the three and six months ended June 30, 2015 retrospectively adjusted for the acquisitions of the McKee Terminal Services Business and the Corpus Christi Terminal Services Business (in thousands). The results of operations of the Houston and St. Charles Terminal Services Business are included in our previously reported statements of income for the three and six months ended June 30, 2015. Three Months Ended June 30, 2015 Valero Energy McKee Corpus Christi Terminal Services Business Valero Energy Operating revenues – related party $ 60,245 $ — $ — $ 60,245 Costs and expenses: Operating expenses 14,374 1,686 6,131 22,191 General and administrative expenses 3,160 63 89 3,312 Depreciation expense 7,715 1,125 1,064 9,904 Total costs and expenses 25,249 2,874 7,284 35,407 Operating income (loss) 34,996 (2,874 ) (7,284 ) 24,838 Other income, net 26 — — 26 Interest and debt expense, net of capitalized interest (1,411 ) — — (1,411 ) Income (loss) before income taxes 33,611 (2,874 ) (7,284 ) 23,453 Income tax benefit (51 ) — — (51 ) Net income (loss) 33,662 (2,874 ) (7,284 ) 23,504 Less: Net loss attributable to Predecessor — (2,874 ) (7,284 ) (10,158 ) Net income attributable to partners $ 33,662 $ — $ — $ 33,662 Six Months Ended June 30, 2015 Valero Energy McKee Terminal Services Business Corpus Christi Terminal Services Business Valero Energy Partners LP (Currently Reported) Operating revenues – related party $ 102,131 $ — $ — $ 102,131 Costs and expenses: Operating expenses 32,238 3,358 10,891 46,487 General and administrative expenses 6,725 123 176 7,024 Depreciation expense 15,203 2,254 1,886 19,343 Total costs and expenses 54,166 5,735 12,953 72,854 Operating income (loss) 47,965 (5,735 ) (12,953 ) 29,277 Other income, net 137 — — 137 Interest and debt expense, net of capitalized interest (2,012 ) — — (2,012 ) Income (loss) before income taxes 46,090 (5,735 ) (12,953 ) 27,402 Income tax benefit (177 ) — — (177 ) Net income (loss) 46,267 (5,735 ) (12,953 ) 27,579 Less: Net loss attributable to Predecessor (9,516 ) (5,735 ) (12,953 ) (28,204 ) Net income attributable to partners $ 55,783 $ — $ — $ 55,783 The following table presents our previously reported statement of cash flows for the six months ended June 30, 2015 retrospectively adjusted for the acquisitions of the McKee Terminal Services Business and the Corpus Christi Terminal Services Business (in thousands). The cash flows of the Houston and St. Charles Terminal Services Business are included in our previously reported statement of cash flows for the six months ended June 30, 2015. Six Months Ended June 30, 2015 Valero Energy Partners LP (Previously Reported) McKee Terminal Services Business Corpus Christi Terminal Services Business Valero Energy Partners LP (Currently Reported) Cash flows from operating activities: Net income (loss) $ 46,267 $ (5,735 ) $ (12,953 ) $ 27,579 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation expense 15,203 2,254 1,886 19,343 Deferred income tax benefit (395 ) — — (395 ) Changes in current assets and current liabilities (6,073 ) — — (6,073 ) Changes in deferred charges and credits and other operating activities, net 459 — — 459 Net cash provided by (used in) operating activities 55,461 (3,481 ) (11,067 ) 40,913 Cash flows from investing activities: Capital expenditures (6,052 ) (65 ) (12,174 ) (18,291 ) Acquisition of the Houston and St. Charles Terminal Services Business from Valero Energy Corporation (296,109 ) — — (296,109 ) Other investing activities, net 14 — — 14 Net cash used in investing activities (302,147 ) (65 ) (12,174 ) (314,386 ) Cash flows from financing activities: Proceeds from debt borrowings 200,000 — — 200,000 Proceeds from note payable to related party 160,000 — — 160,000 Payments of capital lease obligations (580 ) — — (580 ) Excess purchase price paid to Valero Energy Corporation over the carrying value of the Houston and St. Charles Terminal Services Business (275,111 ) — — (275,111 ) Cash distributions to unitholders and distribution equivalent right payments (33,095 ) — — (33,095 ) Net transfers from Valero Energy Corporation 10,935 3,546 23,241 37,722 Net cash provided by financing activities 62,149 3,546 23,241 88,936 Net decrease in cash and cash equivalents (184,537 ) — — (184,537 ) Cash and cash equivalents at beginning of period 236,579 — — 236,579 Cash and cash equivalents at end of period $ 52,042 $ — $ — $ 52,042 |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | 4. RELATED-PARTY TRANSACTIONS Agreements Effective with the Acquisition of the McKee Terminal Services Business The following agreements became effective on April 1, 2016 , in connection with our acquisition of the McKee Terminal Services Business. Commercial Agreements We entered into an additional schedule under our existing master terminal services agreement with respect to the McKee terminal. The schedule has an initial term through April 1, 2026 , provides Valero an option to renew for one additional five -year term, and contains minimum throughput requirements and inflation escalators. Amended and Restated Omnibus Agreement We entered into amended and restated schedules to our amended and restated omnibus agreement with Valero that include the following modifications, among others: • the indemnification obligations of Valero and the Partnership were extended to apply to the McKee terminal; • the administrative fee was increased from $11.2 million to $11.7 million per year, which amount is prorated for the remainder of 2016 based on the number of days from April 1, 2016 to December 31, 2016; and • the grant to Valero of a right of first refusal with respect to the McKee terminal. Amended and Restated Services and Secondment Agreement Our general partner entered into amended and restated exhibits to the amended and restated services and secondment agreement with Valero to provide for the additional secondment of employees to our general partner for the provision of services with respect to the McKee terminal. Lease and Access Agreement We entered into a lease and access agreement with Valero with respect to the land on which the McKee terminal is located. This agreement has an initial term through April 1, 2026 with four automatic successive renewal periods of five years each. Either party may terminate the lease after the initial term by providing written notice. Initially, our base rent is $594,000 per year and is subject to an annual inflation escalator. We are also required to pay Valero a customary expense reimbursement for taxes, utilities, and similar costs incurred by Valero related to the leased premises. Summary of Transactions Receivables from related party consist of the following (in thousands): June 30, December 31, Trade receivables – related party $ 29,033 $ 26,103 Due to related party (5,419 ) (8,015 ) Receivables from related party $ 23,614 $ 18,088 The amounts shown in our balance sheets as “deferred revenue from related party” represent the unearned revenues from Valero associated with Valero’s quarterly deficiency payment, which is the result of Valero not meeting its minimum quarterly throughput commitments under our master transportation services agreement and master terminal services agreement (collectively, the commercial agreements). All of our operating revenues are generated by providing services to Valero under our commercial agreements with Valero. The cost of services provided to us by Valero, including the cost of financing provided to us by Valero in connection with the Acquisitions as more fully described in Notes 3 and 6 , are reflected in the supplemental information disclosure on our statements of income. Concentration Risk All of our operating revenues were derived from transactions with Valero and all of our receivables were due from Valero. Therefore, we are subject to the business risks associated with Valero’s business. Leases Certain schedules under our commercial agreements with Valero are considered operating leases under U.S. GAAP. These agreements contain minimum throughput requirements and escalation clauses to adjust transportation tariffs and terminaling and storage fees to reflect changes in price indices. Revenues from all lease agreements are recorded within “operating revenues – related party” in our statements of income. The amounts shown in our statements of income as “operating revenues – related party” included revenues from our current lease arrangements as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Minimum rental revenues $ 56,277 $ 31,858 $ 104,526 $ 47,477 Contingent rental revenues 9,224 5,666 17,561 8,982 Total lease revenues $ 65,501 $ 37,524 $ 122,087 $ 56,459 As of June 30, 2016 , future minimum rentals to be received related to these noncancelable lease agreements were as follows (in thousands): Remainder of 2016 $ 114,236 2017 226,610 2018 226,610 2019 226,610 2020 227,231 Thereafter 995,947 Total minimum rental payments $ 2,017,244 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Major classes of property and equipment consisted of the following (in thousands): June 30, 2016 Non-Leased Assets Assets Under Operating Leases (a) Total Pipelines and related assets $ 239,239 $ 46,964 $ 286,203 Terminals and related assets 111,037 695,871 806,908 Other 9,479 — 9,479 Land 4,672 — 4,672 Construction-in-progress 24,772 — 24,772 Property and equipment, at cost 389,199 742,835 1,132,034 Accumulated depreciation (124,872 ) (206,341 ) (331,213 ) Property and equipment, net $ 264,327 $ 536,494 $ 800,821 December 31, 2015 (b) Non-Leased Assets Assets Under Operating Leases (a) Total Pipelines and related assets $ 228,586 $ 46,739 $ 275,325 Terminals and related assets 210,276 580,194 790,470 Other 9,352 — 9,352 Land 4,672 — 4,672 Construction-in-progress 30,580 — 30,580 Property and equipment, at cost 483,466 626,933 1,110,399 Accumulated depreciation (165,539 ) (145,019 ) (310,558 ) Property and equipment, net $ 317,927 $ 481,914 $ 799,841 (a) Represents assets owned by us for which we are the lessor (see Note 4). Certain assets acquired in the acquisition of the McKee Terminal Services Business were reflected as assets under operating leases subsequent to the acquisition on April 1, 2016. (b) Financial information has been retrospectively adjusted for the acquisition of the McKee Terminal Services Business. We have certain pipeline assets under capital lease agreements totaling $14.9 million as of June 30, 2016 and December 31, 2015 . Accumulated amortization on assets under capital leases was $14.7 million and $14.1 million as of June 30, 2016 and December 31, 2015 , respectively. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | 6. DEBT Revolving Credit Facility We have a $750.0 million senior unsecured revolving credit facility agreement (the Revolver) that matures in November 2020 . We have the option to increase the aggregate commitments under the Revolver to $1.0 billion , subject to certain restrictions. The Revolver also provides for the issuance of letters of credit of up to $100.0 million . Our obligations under the Revolver are jointly and severally guaranteed by our directly owned subsidiary, Valero Partners Operating Co. LLC. Borrowings on the Revolver bear interest at a variable rate, which was 1.75 percent as of June 30, 2016 . Accrued interest is payable in arrears on each Interest Payment Date (as defined in the Revolver) and on the maturity date. In connection with the acquisition of the McKee Terminal Services Business, we borrowed $139.0 million under the Revolver on April 1, 2016 . In connection with the acquisition of the Houston and St. Charles Terminal Services Business, we borrowed $200.0 million under the Revolver on March 2, 2015 . See Note 3 for information about our acquisitions from Valero. During the six months ended June 30, 2016 and 2015 , we had no repayments under the Revolver. As of June 30, 2016 , we had $314.0 million of borrowings outstanding and no letters of credit outstanding under the Revolver. As of December 31, 2015 , we had $175.0 million of borrowings outstanding and no letters of credit outstanding under the Revolver. Subordinated Credit Agreements During 2015 , we entered into two subordinated credit agreements with Valero (the Loan Agreements), under which we borrowed $395.0 million and $160.0 million (collectively, the loans) to finance a portion of the acquisitions of the Corpus Christi Terminal Services Business and the Houston and St. Charles Terminal Services Business, respectively, as described in Note 3 . The loans mature on March 1 and October 1, 2020 , respectively, and may be prepaid at any time without penalty; we are not permitted to reborrow amounts. The loans bear interest at the LIBO Rate (as defined in the Loan Agreements) plus the applicable margin. Accrued interest is payable in arrears on each Interest Payment Date (as defined in the Loan Agreements) and on each maturity date. As of June 30, 2016 , the interest rate on each of the loans was 1.71 percent. During the six months ended June 30, 2016 and 2015 , we had no repayments under the loans. As of June 30, 2016 and December 31, 2015 , we had $370.0 million outstanding under the Loan Agreements. Capitalized Interest Capitalized interest was $3,000 and $1,000 for the three months ended June 30, 2016 and 2015 , respectively, and $35,000 and $6,000 for the six months ended June 30, 2016 and 2015 , respectively. |
Operating Leases
Operating Leases | 6 Months Ended |
Jun. 30, 2016 | |
Leases, Operating [Abstract] | |
OPERATING LEASES | 7. OPERATING LEASES We have long-term operating lease commitments primarily with Valero for land used in the terminaling and transportation of crude oil and refined petroleum products. Certain leases contain escalation clauses and renewal options that allow for the same rental payment over the lease term or a revised rental payment based on fair rental value or negotiated value. Currently, one of our land leases with Valero does not contain a renewal option. We expect that, in the normal course of business, our leases will be renewed or replaced by other leases. As of June 30, 2016 , our future minimum rentals for leases having initial or remaining noncancelable lease terms in excess of one year were as follows (in thousands): Remainder of 2016 $ 4,409 2017 8,823 2018 8,780 2019 8,780 2020 8,780 Thereafter 38,707 Total minimum rental payments $ 78,279 Rental expense for all operating leases was $2.3 million and $1.9 million for the three months ended June 30, 2016 and 2015, respectively, and $4.6 million and $2.7 million for the six months ended June 30, 2016 and 2015, respectively. Rental expense for the three and six months ended June 30, 2015 has been retrospectively adjusted for the acquisitions of the McKee Terminal Services Business and the Corpus Christi Terminal Services Business. |
Cash Distributions
Cash Distributions | 6 Months Ended |
Jun. 30, 2016 | |
Partners' Capital [Abstract] | |
CASH DISTRIBUTIONS | 8. CASH DISTRIBUTIONS Our partnership agreement prescribes the amount and priority of cash distributions that the common and subordinated unitholders and general partner will receive. Our distributions are declared subsequent to quarter end. The table below summarizes information related to our quarterly cash distributions that have been declared since January 1, 2015: Quarterly Period Ended Total Quarterly Distribution (Per Unit) Total Cash Distribution (In Thousands) Declaration Date Record Date Distribution Date June 30, 2016 $ 0.3650 $ 28,912 July 21, 2016 August 1, 2016 August 9, 2016 March 31, 2016 0.3400 25,608 April 21, 2016 May 2, 2016 May 10, 2016 December 31, 2015 0.3200 22,711 January 25, 2016 February 4, 2016 February 11, 2016 September 30, 2015 0.3075 20,164 October 15, 2015 November 2, 2015 November 10, 2015 June 30, 2015 0.2925 18,456 July 24, 2015 August 3, 2015 August 11, 2015 March 31, 2015 0.2775 17,266 April 21, 2015 May 1, 2015 May 12, 2015 December 31, 2014 0.2660 15,829 January 26, 2015 February 5, 2015 February 12, 2015 The following table reflects the allocation of total cash distributions to the general and limited partners and distribution equivalent right (DER) payments applicable to the period in which the distributions and DERs were earned (in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 General partner’s distributions: General partner’s distributions $ 578 $ 369 $ 1,090 $ 714 General partner’s incentive distribution 4,224 684 6,862 1,094 Total general partner’s distributions 4,802 1,053 7,952 1,808 Limited partners’ distributions: Common – public 7,849 5,045 15,159 9,832 Common – Valero 5,747 3,934 11,102 7,666 Subordinated – Valero 10,509 8,421 20,297 16,410 Total limited partners’ distributions 24,105 17,400 46,558 33,908 DERs 5 3 10 6 Total cash distributions, including DERs $ 28,912 $ 18,456 $ 54,520 $ 35,722 |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
NET INCOME PER LIMITED PARTNER UNIT | 9. NET INCOME PER LIMITED PARTNER UNIT Distributions to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per limited partner unit. We calculate net income available to limited partners based on the distributions pertaining to each period’s net income. After considering the appropriate period’s distributions, the remaining undistributed earnings or excess distributions over earnings, if any, are allocated to the general partner, limited partners, and other participating securities in accordance with the contractual terms of our partnership agreement and as prescribed under the two-class method. Participating securities include IDRs and awards under our Valero Energy Partners LP 2013 Incentive Compensation Plan (2013 ICP) that receive DERs. However, the terms of our partnership agreement limit the general partner’s incentive distribution to the amount of available cash, which, as defined in our partnership agreement, is net of reserves deemed appropriate. As such, IDRs are not allocated undistributed earnings or distributions in excess of earnings in the calculation of net income per limited partner unit. Net losses of our Predecessor are allocated to the general partner. Subsequent to the effective dates of the Acquisitions, we calculate net income available to limited partners based on the methodology described above. Basic net income per limited partner unit is determined pursuant to the two-class method for master limited partnerships. The two-class method is an earnings allocation formula that is used to determine earnings to our general partner, common unitholders, and participating securities according to (i) distributions pertaining to each period’s net income and (ii) participation rights in undistributed earnings. Diluted net income per limited partner unit is also determined using the two-class method, unless the treasury stock method is more dilutive. For the three and six months ended June 30, 2016 and 2015 , we used the two-class method to determine diluted net income per limited partner unit. We did not have any potentially dilutive instruments outstanding during the three and six months ended June 30, 2016 and 2015 . Net income per unit was computed as follows (in thousands, except per unit amounts): Three Months Ended June 30, 2016 Limited Partners General Partner Common Units Subordinated Units Restricted Units Total Allocation of net income to determine net income available to limited partners: Distributions, excluding general partner’s IDRs $ 578 $ 13,596 $ 10,509 $ — $ 24,683 General partner’s IDRs 4,224 — — — 4,224 DERs — — — 5 5 Distributions and DERs declared 4,802 13,596 10,509 5 28,912 Undistributed earnings 411 11,348 8,772 4 20,535 Net income available to limited partners – basic and diluted $ 5,213 $ 24,944 $ 19,281 $ 9 $ 49,447 Net income per limited partner unit – basic and diluted: Weighted-average units outstanding 37,248 28,790 Net income per limited partner unit – basic and diluted $ 0.67 $ 0.67 Three Months Ended June 30, 2015 Limited Partners General Partner Common Units Subordinated Units Restricted Units Total Allocation of net income to determine net income available to limited partners: Distributions, excluding general partner’s IDRs $ 369 $ 8,979 $ 8,421 $ — $ 17,769 General partner’s IDRs 684 — — — 684 DERs — — — 3 3 Distributions and DERs declared 1,053 8,979 8,421 3 18,456 Undistributed earnings 304 7,688 7,211 3 15,206 Net income available to limited partners – basic and diluted $ 1,357 $ 16,667 $ 15,632 $ 6 $ 33,662 Net income per limited partner unit – basic and diluted: Weighted-average units outstanding 30,698 28,790 Net income per limited partner unit – basic and diluted $ 0.54 $ 0.54 Six Months Ended June 30, 2016 Limited Partners General Common Subordinated Restricted Total Allocation of net income to determine net income available to limited partners: Distributions, excluding general partner’s IDRs $ 1,090 $ 26,261 $ 20,297 $ — $ 47,648 General partner’s IDRs 6,862 — — — 6,862 DERs — — — 10 10 Distributions and DERs declared 7,952 26,261 20,297 10 54,520 Undistributed earnings 765 21,034 16,418 8 38,225 Net income available to limited partners – basic and diluted $ 8,717 $ 47,295 $ 36,715 $ 18 $ 92,745 Net income per limited partner unit – basic and diluted: Weighted-average units outstanding 36,884 28,790 Net income per limited partner unit – basic and diluted $ 1.28 $ 1.28 Six Months Ended June 30, 2015 Limited Partners General Partner Common Units Subordinated Units Restricted Units Total Allocation of net income to determine net income available to limited partners: Distributions, excluding general partner’s IDRs $ 714 $ 17,498 $ 16,410 $ — $ 34,622 General partner’s IDRs 1,094 — — — 1,094 DERs — — — 6 6 Distributions and DERs declared 1,808 17,498 16,410 6 35,722 Undistributed earnings 401 10,042 9,615 3 20,061 Net income available to limited partners – basic and diluted $ 2,209 $ 27,540 $ 26,025 $ 9 $ 55,783 Net income per limited partner unit – basic and diluted: Weighted-average units outstanding 30,066 28,790 Net income per limited partner unit – basic and diluted $ 0.91 $ 0.90 |
Unit Activity
Unit Activity | 6 Months Ended |
Jun. 30, 2016 | |
Partners' Capital Notes [Abstract] | |
UNIT ACTIVITY | 10. UNIT ACTIVITY Activity in the number of units was as follows: Common General Partner Public Valero Subordinated Total Balance as of December 31, 2014 17,255,208 11,539,989 28,789,989 1,175,102 58,760,288 Unit-based compensation 4,443 — — — 4,443 Units issued in connection with the acquisition of the Houston and St. Charles Terminal Services Business (see Note 3) — 1,908,100 — 38,941 1,947,041 Balance as of June 30, 2015 17,259,651 13,448,089 28,789,989 1,214,043 60,711,772 Balance as of December 31, 2015 21,509,651 15,018,602 28,789,989 1,332,829 66,651,071 Unit-based compensation 5,958 — — — 5,958 Units issued in connection with the acquisition of the McKee Terminal Services Business (see Note 3) — 728,775 — 14,873 743,648 Balance as of June 30, 2016 21,515,609 15,747,377 28,789,989 1,347,702 67,400,677 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | 11. SUPPLEMENTAL CASH FLOW INFORMATION In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in current assets and current liabilities as follows (in thousands): Six Months Ended 2016 2015 Decrease (increase) in current assets: Receivables from related party $ (5,526 ) $ (6,817 ) Prepaid expenses and other (449 ) 20 Increase in current liabilities: Accounts payable 733 31 Accrued liabilities 214 183 Accrued liabilities – related party 49 183 Taxes other than income taxes 403 139 Deferred revenue from related party 1,134 188 Changes in current assets and current liabilities $ (3,442 ) $ (6,073 ) The above changes in current assets and current liabilities differ from changes between amounts reflected in the applicable balance sheets for the respective periods for the following reasons: • amounts accrued for capital expenditures are reflected in investing activities when such amounts are paid; and • amounts accrued for offering costs and debt issuance costs are reflected in financing activities when paid. We attributed $51.4 million of the total $204.0 million cash consideration paid for the acquisition of the McKee Terminal Services Business to the historical carrying value of this acquisition (an investing cash outflow). The remaining $152.6 million of the cash consideration represents the excess purchase price paid over the carrying value of this acquisition (a financing cash outflow). We attributed $296.1 million of the total $571.2 million cash consideration paid for the acquisition of the Houston and St. Charles Terminal Services Business to the historical carrying value of this acquisition (an investing cash outflow). The remaining $275.1 million of cash consideration represents the excess purchase price paid over the carrying value of this acquisition (a financing cash outflow). Noncash investing and financing activities for the six months ended June 30, 2016 included: • a capital contribution of $16.0 million for projects that were funded by Valero related primarily to the Houston, St. Charles, and Corpus Christi terminals. Valero agreed to fund these projects in connection with the Acquisitions; and • the issuance of 728,775 common units and 14,873 general partner units having an aggregate value of $36.0 million in connection with the acquisition of the McKee Terminal Services Business described in Note 3 . Noncash investing and financing activities for the six months ended June 30, 2015 included: • a capital contribution of $7.3 million for projects that were funded by Valero related to the Houston and St. Charles terminals. Valero agreed to fund these projects as part of the acquisition of the Houston and St. Charles Terminal Services Business; and • the issuance of 1,908,100 common units and 38,941 general partner units having an aggregate value of $100.0 million in connection with the acquisition of the Houston and St. Charles Terminal Services Business described in Note 3 . The following is a reconciliation of the amounts presented as net transfers from Valero on our statement of partners’ capital and statement of cash flows (in thousands): Six Months Ended 2016 2015 (a) Net transfers from Valero per statements of partners’ capital $ 1,883 $ 35,122 Less: Noncash transfers from (to) Valero 35 (2,600 ) Net transfers from Valero per statements of cash flows $ 1,848 $ 37,722 (a) Financial information has been retrospectively adjusted for the acquisitions of the McKee Terminal Services Business and the Corpus Christi Terminal Services Business. Noncash transfers from (to) Valero primarily represent the change in amounts accrued by our Predecessor for capital expenditures as we do not reflect capital expenditures in our statements of cash flows until such amounts are paid. Cash flows related to interest and income taxes paid were as follows (in thousands): Six Months Ended 2016 2015 Interest paid $ 5,484 $ 1,578 Income taxes paid 496 441 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of cash and cash equivalents approximates the carrying value due to the low level of credit risk of these assets combined with their market interest rates. The fair value measurement for cash and cash equivalents is categorized as Level 1 in the fair value hierarchy. Fair values determined by Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets. The fair values of our debt and notes payable to related party approximate their carrying values as our borrowings bear interest based upon short-term floating market interest rates. The fair value measurement for these liabilities is categorized as Level 2 in the fair value hierarchy. Fair values determined by Level 2 utilize inputs that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our consolidated financial statements include the accounts of the Partnership as well as our Predecessor (defined below). All intercompany accounts and transactions have been eliminated. The Acquisitions were accounted for as transfers of businesses between entities under the common control of Valero. As entities under the common control of Valero, we recorded the Acquisitions on our balance sheet at Valero’s carrying value rather than fair value. Transfers between entities under common control are accounted for as though the transfer occurred as of the beginning of the period of transfer, and prior period financial statements and financial information are retrospectively adjusted to furnish comparative information. Accordingly, the Partnership’s financial statements and related notes have been retrospectively adjusted to include the historical results of the Acquisitions for all periods presented prior to the effective dates of each acquisition. We refer to the historical results of the Acquisitions prior to their respective acquisition dates as those of our “Predecessor.” The combined financial statements of our Predecessor were derived from the consolidated financial statements and accounting records of Valero and reflect the combined historical financial position, results of operations, and cash flows of our Predecessor as if the Acquisitions had been combined for periods prior to the effective dates of each acquisition. There were no transactions between the operations of our Predecessor; therefore, there were no intercompany transactions or accounts to be eliminated in connection with the combination of those operations. In addition, our Predecessor’s statements of income include direct charges for the management and operation of our assets and certain expenses allocated by Valero for general corporate services, such as treasury, accounting, and legal services. These expenses were charged, or allocated, to our Predecessor based on the nature of the expenses. Prior to the Acquisitions, our Predecessor transferred cash to Valero daily and Valero funded our Predecessor’s operating and investing activities as needed. Therefore, transfers of cash to and from Valero’s cash management system are reflected as a component of net investment and are reflected as a financing activity in our statements of cash flows. In addition, interest expense was not included on the net cash transfers from Valero. The financial information presented for the periods after the effective dates of the Acquisitions represents the consolidated financial position, results of operations, and cash flows of the Partnership. These unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Financial information for the three and six months ended June 30, 2016 and 2015 included in these Condensed Notes to Consolidated Financial Statements is derived from our unaudited financial statements. Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The balance sheet as of December 31, 2015 has been derived from our audited financial statements as of that date, retrospectively adjusted for the acquisition of the McKee Terminal Services Business on April 1, 2016 (see Note 3 ). For further information, refer to our financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2015 . |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. On an ongoing basis, we review our estimates based on currently available information. Changes in facts and circumstances may result in revised estimates. |
Debt Issuance Costs | In April 2015, the provisions of Accounting Standards Codification (ASC) Subtopic 835-30, “Interest–Imputation of Interest,” were amended to simplify the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a note be reported in the balance sheet as a direct deduction from the face amount of that note, consistent with debt discounts, and that amortization of debt issuance costs be reported as interest expense. In August 2015, these provisions were further amended with guidance from the Securities and Exchange Commission staff, which provides that the staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. These provisions were effective for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods. The adoption of this guidance effective January 1, 2016 did not affect our financial position or results of operations as our debt issuance costs are associated with our revolving credit facility and therefore were not required to be reclassified. |
Net Income per Limited Partner Unit | Also in April 2015, the provisions of ASC Topic 260, “Earnings Per Share,” were amended to provide guidance on how master limited partnerships apply the two-class method of calculating earnings per unit for historical periods when they receive net assets in a dropdown transaction that is accounted for as a transaction between entities under common control as required under Subtopic 805-50, “Business Combinations–Related Issues.” The amendments specify that for purposes of calculating earnings per unit under the two-class method for periods before the date of a dropdown transaction, earnings or losses of a transferred business should be allocated entirely to the general partner. Qualitative disclosures are also required to describe how the rights to earnings or losses differ before and after the dropdown transaction for purposes of computing earnings per unit under the two-class method. These provisions were effective for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods. We have historically calculated our net income per unit after a dropdown transaction as prescribed by these provisions; therefore, the adoption of this guidance effective January 1, 2016 did not affect our financial position or results of operations, but resulted in additional disclosures as shown in Note 9 . |
Income Taxes | In November 2015, the provisions of ASC Topic 740, “Income Taxes,” were amended to simplify the presentation of deferred income taxes. The amendments require that deferred tax liabilities and assets be classified as noncurrent in a classified balance sheet. The amendments are effective for financial statements for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted as of the beginning of any interim or annual period. Effective January 1, 2016, we adopted this guidance on a retrospective basis, but such adoption did not affect our financial position as we had no current deferred tax amounts to reclassify. |
Accounting Pronouncements Not Yet Adopted | In May 2014, the ASC was amended and a new accounting standard, ASC Topic 606, “Revenue from Contracts with Customers,” was issued to clarify the principles for recognizing revenue. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual periods. We are currently evaluating the effect that adopting this standard will have on our financial statements and related disclosures. In January 2016, the provisions of ASC Subtopic 825-10, “Financial Instruments–Overall,” were amended to enhance the reporting model for financial instruments regarding certain aspects of recognition, measurement, presentation, and disclosure. These provisions are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. We are currently evaluating the effect that adopting this standard will have on our financial statements and related disclosures. In February 2016, the ASC was amended and a new accounting standard, ASC Topic 842, “Leases,” was issued to increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The new standard is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual periods, with early adoption permitted. We are currently evaluating the effect that adopting this standard will have on our financial statements and related disclosures. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Consolidated balance sheet, statements of income, and statement of cash flows | The following table presents our previously reported balance sheet as of December 31, 2015 retrospectively adjusted for the acquisition of the McKee Terminal Services Business (in thousands). The assets and liabilities of the Houston and St. Charles Terminal Services Business and the Corpus Christi Terminal Services Business are included in our previously reported balance sheet as of December 31, 2015. Valero Energy Partners LP (Previously Reported) McKee Terminal Services Business Valero Energy Partners LP (Currently Reported) ASSETS Current assets: Cash and cash equivalents $ 80,783 $ — $ 80,783 Receivables from related party 18,088 — 18,088 Prepaid expenses and other 632 — 632 Total current assets 99,503 — 99,503 Property and equipment, at cost 1,010,881 99,518 1,110,399 Accumulated depreciation (263,599 ) (46,959 ) (310,558 ) Property and equipment, net 747,282 52,559 799,841 Deferred charges and other assets, net 3,322 — 3,322 Total assets $ 850,107 $ 52,559 $ 902,666 LIABILITIES AND PARTNERS’ CAPITAL Current liabilities: Current portion of capital lease obligations $ 913 $ — $ 913 Accounts payable 9,264 — 9,264 Accrued liabilities 1,062 — 1,062 Accrued liabilities – related party 628 — 628 Taxes other than income taxes 1,276 — 1,276 Deferred revenue from related party 129 — 129 Total current liabilities 13,272 — 13,272 Debt and capital lease obligations, net of current portion 175,246 — 175,246 Notes payable to related party 370,000 — 370,000 Deferred income taxes 320 — 320 Other long-term liabilities 1,116 — 1,116 Partners’ capital: Common unitholders – public 581,489 — 581,489 Common unitholder – Valero 28,430 — 28,430 Subordinated unitholder – Valero (313,961 ) — (313,961 ) General partner – Valero (5,805 ) — (5,805 ) Net investment — 52,559 52,559 Total partners’ capital 290,153 52,559 342,712 Total liabilities and partners’ capital $ 850,107 $ 52,559 $ 902,666 The following tables present our previously reported statements of income for the three and six months ended June 30, 2015 retrospectively adjusted for the acquisitions of the McKee Terminal Services Business and the Corpus Christi Terminal Services Business (in thousands). The results of operations of the Houston and St. Charles Terminal Services Business are included in our previously reported statements of income for the three and six months ended June 30, 2015. Three Months Ended June 30, 2015 Valero Energy McKee Corpus Christi Terminal Services Business Valero Energy Operating revenues – related party $ 60,245 $ — $ — $ 60,245 Costs and expenses: Operating expenses 14,374 1,686 6,131 22,191 General and administrative expenses 3,160 63 89 3,312 Depreciation expense 7,715 1,125 1,064 9,904 Total costs and expenses 25,249 2,874 7,284 35,407 Operating income (loss) 34,996 (2,874 ) (7,284 ) 24,838 Other income, net 26 — — 26 Interest and debt expense, net of capitalized interest (1,411 ) — — (1,411 ) Income (loss) before income taxes 33,611 (2,874 ) (7,284 ) 23,453 Income tax benefit (51 ) — — (51 ) Net income (loss) 33,662 (2,874 ) (7,284 ) 23,504 Less: Net loss attributable to Predecessor — (2,874 ) (7,284 ) (10,158 ) Net income attributable to partners $ 33,662 $ — $ — $ 33,662 Six Months Ended June 30, 2015 Valero Energy McKee Terminal Services Business Corpus Christi Terminal Services Business Valero Energy Partners LP (Currently Reported) Operating revenues – related party $ 102,131 $ — $ — $ 102,131 Costs and expenses: Operating expenses 32,238 3,358 10,891 46,487 General and administrative expenses 6,725 123 176 7,024 Depreciation expense 15,203 2,254 1,886 19,343 Total costs and expenses 54,166 5,735 12,953 72,854 Operating income (loss) 47,965 (5,735 ) (12,953 ) 29,277 Other income, net 137 — — 137 Interest and debt expense, net of capitalized interest (2,012 ) — — (2,012 ) Income (loss) before income taxes 46,090 (5,735 ) (12,953 ) 27,402 Income tax benefit (177 ) — — (177 ) Net income (loss) 46,267 (5,735 ) (12,953 ) 27,579 Less: Net loss attributable to Predecessor (9,516 ) (5,735 ) (12,953 ) (28,204 ) Net income attributable to partners $ 55,783 $ — $ — $ 55,783 The following table presents our previously reported statement of cash flows for the six months ended June 30, 2015 retrospectively adjusted for the acquisitions of the McKee Terminal Services Business and the Corpus Christi Terminal Services Business (in thousands). The cash flows of the Houston and St. Charles Terminal Services Business are included in our previously reported statement of cash flows for the six months ended June 30, 2015. Six Months Ended June 30, 2015 Valero Energy Partners LP (Previously Reported) McKee Terminal Services Business Corpus Christi Terminal Services Business Valero Energy Partners LP (Currently Reported) Cash flows from operating activities: Net income (loss) $ 46,267 $ (5,735 ) $ (12,953 ) $ 27,579 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation expense 15,203 2,254 1,886 19,343 Deferred income tax benefit (395 ) — — (395 ) Changes in current assets and current liabilities (6,073 ) — — (6,073 ) Changes in deferred charges and credits and other operating activities, net 459 — — 459 Net cash provided by (used in) operating activities 55,461 (3,481 ) (11,067 ) 40,913 Cash flows from investing activities: Capital expenditures (6,052 ) (65 ) (12,174 ) (18,291 ) Acquisition of the Houston and St. Charles Terminal Services Business from Valero Energy Corporation (296,109 ) — — (296,109 ) Other investing activities, net 14 — — 14 Net cash used in investing activities (302,147 ) (65 ) (12,174 ) (314,386 ) Cash flows from financing activities: Proceeds from debt borrowings 200,000 — — 200,000 Proceeds from note payable to related party 160,000 — — 160,000 Payments of capital lease obligations (580 ) — — (580 ) Excess purchase price paid to Valero Energy Corporation over the carrying value of the Houston and St. Charles Terminal Services Business (275,111 ) — — (275,111 ) Cash distributions to unitholders and distribution equivalent right payments (33,095 ) — — (33,095 ) Net transfers from Valero Energy Corporation 10,935 3,546 23,241 37,722 Net cash provided by financing activities 62,149 3,546 23,241 88,936 Net decrease in cash and cash equivalents (184,537 ) — — (184,537 ) Cash and cash equivalents at beginning of period 236,579 — — 236,579 Cash and cash equivalents at end of period $ 52,042 $ — $ — $ 52,042 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Summary of related-party transactions | Receivables from related party consist of the following (in thousands): June 30, December 31, Trade receivables – related party $ 29,033 $ 26,103 Due to related party (5,419 ) (8,015 ) Receivables from related party $ 23,614 $ 18,088 |
Lessor disclosure of operating leases | As of June 30, 2016 , future minimum rentals to be received related to these noncancelable lease agreements were as follows (in thousands): Remainder of 2016 $ 114,236 2017 226,610 2018 226,610 2019 226,610 2020 227,231 Thereafter 995,947 Total minimum rental payments $ 2,017,244 The amounts shown in our statements of income as “operating revenues – related party” included revenues from our current lease arrangements as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Minimum rental revenues $ 56,277 $ 31,858 $ 104,526 $ 47,477 Contingent rental revenues 9,224 5,666 17,561 8,982 Total lease revenues $ 65,501 $ 37,524 $ 122,087 $ 56,459 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Major classes of property and equipment | Major classes of property and equipment consisted of the following (in thousands): June 30, 2016 Non-Leased Assets Assets Under Operating Leases (a) Total Pipelines and related assets $ 239,239 $ 46,964 $ 286,203 Terminals and related assets 111,037 695,871 806,908 Other 9,479 — 9,479 Land 4,672 — 4,672 Construction-in-progress 24,772 — 24,772 Property and equipment, at cost 389,199 742,835 1,132,034 Accumulated depreciation (124,872 ) (206,341 ) (331,213 ) Property and equipment, net $ 264,327 $ 536,494 $ 800,821 December 31, 2015 (b) Non-Leased Assets Assets Under Operating Leases (a) Total Pipelines and related assets $ 228,586 $ 46,739 $ 275,325 Terminals and related assets 210,276 580,194 790,470 Other 9,352 — 9,352 Land 4,672 — 4,672 Construction-in-progress 30,580 — 30,580 Property and equipment, at cost 483,466 626,933 1,110,399 Accumulated depreciation (165,539 ) (145,019 ) (310,558 ) Property and equipment, net $ 317,927 $ 481,914 $ 799,841 (a) Represents assets owned by us for which we are the lessor (see Note 4). Certain assets acquired in the acquisition of the McKee Terminal Services Business were reflected as assets under operating leases subsequent to the acquisition on April 1, 2016. (b) Financial information has been retrospectively adjusted for the acquisition of the McKee Terminal Services Business. |
Operating Leases (Tables)
Operating Leases (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Leases, Operating [Abstract] | |
Future minimum rentals for leases having initial or remaining noncancelable lease terms in excess of one year | As of June 30, 2016 , our future minimum rentals for leases having initial or remaining noncancelable lease terms in excess of one year were as follows (in thousands): Remainder of 2016 $ 4,409 2017 8,823 2018 8,780 2019 8,780 2020 8,780 Thereafter 38,707 Total minimum rental payments $ 78,279 |
Cash Distributions (Tables)
Cash Distributions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Partners' Capital [Abstract] | |
Distributions made to unitholders | The table below summarizes information related to our quarterly cash distributions that have been declared since January 1, 2015: Quarterly Period Ended Total Quarterly Distribution (Per Unit) Total Cash Distribution (In Thousands) Declaration Date Record Date Distribution Date June 30, 2016 $ 0.3650 $ 28,912 July 21, 2016 August 1, 2016 August 9, 2016 March 31, 2016 0.3400 25,608 April 21, 2016 May 2, 2016 May 10, 2016 December 31, 2015 0.3200 22,711 January 25, 2016 February 4, 2016 February 11, 2016 September 30, 2015 0.3075 20,164 October 15, 2015 November 2, 2015 November 10, 2015 June 30, 2015 0.2925 18,456 July 24, 2015 August 3, 2015 August 11, 2015 March 31, 2015 0.2775 17,266 April 21, 2015 May 1, 2015 May 12, 2015 December 31, 2014 0.2660 15,829 January 26, 2015 February 5, 2015 February 12, 2015 The following table reflects the allocation of total cash distributions to the general and limited partners and distribution equivalent right (DER) payments applicable to the period in which the distributions and DERs were earned (in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 General partner’s distributions: General partner’s distributions $ 578 $ 369 $ 1,090 $ 714 General partner’s incentive distribution 4,224 684 6,862 1,094 Total general partner’s distributions 4,802 1,053 7,952 1,808 Limited partners’ distributions: Common – public 7,849 5,045 15,159 9,832 Common – Valero 5,747 3,934 11,102 7,666 Subordinated – Valero 10,509 8,421 20,297 16,410 Total limited partners’ distributions 24,105 17,400 46,558 33,908 DERs 5 3 10 6 Total cash distributions, including DERs $ 28,912 $ 18,456 $ 54,520 $ 35,722 |
Net Income Per Limited Partne26
Net Income Per Limited Partner Unit (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of net income per unit | Net income per unit was computed as follows (in thousands, except per unit amounts): Three Months Ended June 30, 2016 Limited Partners General Partner Common Units Subordinated Units Restricted Units Total Allocation of net income to determine net income available to limited partners: Distributions, excluding general partner’s IDRs $ 578 $ 13,596 $ 10,509 $ — $ 24,683 General partner’s IDRs 4,224 — — — 4,224 DERs — — — 5 5 Distributions and DERs declared 4,802 13,596 10,509 5 28,912 Undistributed earnings 411 11,348 8,772 4 20,535 Net income available to limited partners – basic and diluted $ 5,213 $ 24,944 $ 19,281 $ 9 $ 49,447 Net income per limited partner unit – basic and diluted: Weighted-average units outstanding 37,248 28,790 Net income per limited partner unit – basic and diluted $ 0.67 $ 0.67 Three Months Ended June 30, 2015 Limited Partners General Partner Common Units Subordinated Units Restricted Units Total Allocation of net income to determine net income available to limited partners: Distributions, excluding general partner’s IDRs $ 369 $ 8,979 $ 8,421 $ — $ 17,769 General partner’s IDRs 684 — — — 684 DERs — — — 3 3 Distributions and DERs declared 1,053 8,979 8,421 3 18,456 Undistributed earnings 304 7,688 7,211 3 15,206 Net income available to limited partners – basic and diluted $ 1,357 $ 16,667 $ 15,632 $ 6 $ 33,662 Net income per limited partner unit – basic and diluted: Weighted-average units outstanding 30,698 28,790 Net income per limited partner unit – basic and diluted $ 0.54 $ 0.54 Six Months Ended June 30, 2016 Limited Partners General Common Subordinated Restricted Total Allocation of net income to determine net income available to limited partners: Distributions, excluding general partner’s IDRs $ 1,090 $ 26,261 $ 20,297 $ — $ 47,648 General partner’s IDRs 6,862 — — — 6,862 DERs — — — 10 10 Distributions and DERs declared 7,952 26,261 20,297 10 54,520 Undistributed earnings 765 21,034 16,418 8 38,225 Net income available to limited partners – basic and diluted $ 8,717 $ 47,295 $ 36,715 $ 18 $ 92,745 Net income per limited partner unit – basic and diluted: Weighted-average units outstanding 36,884 28,790 Net income per limited partner unit – basic and diluted $ 1.28 $ 1.28 Six Months Ended June 30, 2015 Limited Partners General Partner Common Units Subordinated Units Restricted Units Total Allocation of net income to determine net income available to limited partners: Distributions, excluding general partner’s IDRs $ 714 $ 17,498 $ 16,410 $ — $ 34,622 General partner’s IDRs 1,094 — — — 1,094 DERs — — — 6 6 Distributions and DERs declared 1,808 17,498 16,410 6 35,722 Undistributed earnings 401 10,042 9,615 3 20,061 Net income available to limited partners – basic and diluted $ 2,209 $ 27,540 $ 26,025 $ 9 $ 55,783 Net income per limited partner unit – basic and diluted: Weighted-average units outstanding 30,066 28,790 Net income per limited partner unit – basic and diluted $ 0.91 $ 0.90 |
Unit Activity (Tables)
Unit Activity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Partners' Capital Notes [Abstract] | |
Unit rollforward | Activity in the number of units was as follows: Common General Partner Public Valero Subordinated Total Balance as of December 31, 2014 17,255,208 11,539,989 28,789,989 1,175,102 58,760,288 Unit-based compensation 4,443 — — — 4,443 Units issued in connection with the acquisition of the Houston and St. Charles Terminal Services Business (see Note 3) — 1,908,100 — 38,941 1,947,041 Balance as of June 30, 2015 17,259,651 13,448,089 28,789,989 1,214,043 60,711,772 Balance as of December 31, 2015 21,509,651 15,018,602 28,789,989 1,332,829 66,651,071 Unit-based compensation 5,958 — — — 5,958 Units issued in connection with the acquisition of the McKee Terminal Services Business (see Note 3) — 728,775 — 14,873 743,648 Balance as of June 30, 2016 21,515,609 15,747,377 28,789,989 1,347,702 67,400,677 |
Supplemental Cash Flow Inform28
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental cash flow disclosures | In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in current assets and current liabilities as follows (in thousands): Six Months Ended 2016 2015 Decrease (increase) in current assets: Receivables from related party $ (5,526 ) $ (6,817 ) Prepaid expenses and other (449 ) 20 Increase in current liabilities: Accounts payable 733 31 Accrued liabilities 214 183 Accrued liabilities – related party 49 183 Taxes other than income taxes 403 139 Deferred revenue from related party 1,134 188 Changes in current assets and current liabilities $ (3,442 ) $ (6,073 ) Cash flows related to interest and income taxes paid were as follows (in thousands): Six Months Ended 2016 2015 Interest paid $ 5,484 $ 1,578 Income taxes paid 496 441 |
Reconciliation of net transfers from Valero | The following is a reconciliation of the amounts presented as net transfers from Valero on our statement of partners’ capital and statement of cash flows (in thousands): Six Months Ended 2016 2015 (a) Net transfers from Valero per statements of partners’ capital $ 1,883 $ 35,122 Less: Noncash transfers from (to) Valero 35 (2,600 ) Net transfers from Valero per statements of cash flows $ 1,848 $ 37,722 (a) Financial information has been retrospectively adjusted for the acquisitions of the McKee Terminal Services Business and the Corpus Christi Terminal Services Business. |
Business and Basis of Present29
Business and Basis of Presentation (Details) - Majority Shareholder [Member] | 6 Months Ended |
Jun. 30, 2016refineries | |
Business and Basis of Presentation (Textual) | |
Number of Valero owned refineries | 9 |
McKee Terminal Services Business [Member] | |
Business and Basis of Presentation (Textual) | |
Effective date of acquisition | Apr. 1, 2016 |
Corpus Christi Terminal Services Business [Member] | |
Business and Basis of Presentation (Textual) | |
Effective date of acquisition | Oct. 1, 2015 |
Houston and St. Charles Terminal Services Business [Member] | |
Business and Basis of Presentation (Textual) | |
Effective date of acquisition | Mar. 1, 2015 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | Apr. 01, 2016USD ($)subsidiariesshares | Oct. 01, 2015USD ($)shares | Mar. 01, 2015USD ($)subsidiariesshares | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)shares | Jun. 30, 2015USD ($)shares | Dec. 31, 2015USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | ||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ 67,167 | $ 52,042 | [1] | $ 80,783 | [2] | $ 236,579 | [1] | $ 236,579 | [1] | $ 67,167 | $ 80,783 | [2] | $ 52,042 | [1] | $ 236,579 | [1] | ||||
Receivables from related party | 23,614 | 18,088 | [2] | |||||||||||||||||
Prepaid expenses and other | 1,081 | 632 | [2] | |||||||||||||||||
Total current assets | 91,862 | 99,503 | [2] | |||||||||||||||||
Property and equipment, at cost | 1,132,034 | 1,110,399 | [2],[3] | |||||||||||||||||
Accumulated depreciation | (331,213) | (310,558) | [2],[3] | |||||||||||||||||
Property and equipment, net | 800,821 | 799,841 | [2],[3] | |||||||||||||||||
Deferred charges and other assets, net | 2,987 | 3,322 | [2] | |||||||||||||||||
Total assets | 895,670 | 902,666 | [2] | |||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Current portion of capital lease obligations | 250 | 913 | [2] | |||||||||||||||||
Accounts payable | 6,809 | 9,264 | [2] | |||||||||||||||||
Accrued liabilities | 1,276 | 1,062 | [2] | |||||||||||||||||
Accrued liabilities – related party | 677 | 628 | [2] | |||||||||||||||||
Taxes other than income taxes | 1,679 | 1,276 | [2] | |||||||||||||||||
Deferred revenue from related party | 1,263 | 129 | [2] | |||||||||||||||||
Total current liabilities | 11,954 | 13,272 | [2] | |||||||||||||||||
Debt and capital lease obligations, net of current portion | 314,065 | 175,246 | [2] | |||||||||||||||||
Notes payable to related party | 370,000 | 370,000 | [2] | |||||||||||||||||
Deferred income taxes | 504 | 320 | [2] | |||||||||||||||||
Other long-term liabilities | 1,142 | 1,116 | [2] | |||||||||||||||||
Partners' Capital [Abstract] | ||||||||||||||||||||
Common unitholders – public (21,515,609 and 21,509,651 units outstanding) | 594,881 | 581,489 | [2] | |||||||||||||||||
Common unitholder – Valero (15,747,377 and 15,018,602 units outstanding) | 15,895 | 28,430 | [2] | |||||||||||||||||
Subordinated unitholder – Valero (28,789,989 and 28,789,989 units outstanding) | (406,344) | (313,961) | [2] | |||||||||||||||||
General partner – Valero (1,347,702 and 1,332,829 units outstanding) | (6,427) | (5,805) | [2] | |||||||||||||||||
Net investment | 0 | 52,559 | [2] | |||||||||||||||||
Total partners’ capital | 198,005 | 342,712 | [2] | 487,787 | [1] | 1,021,970 | [2] | |||||||||||||
Total liabilities and partners’ capital | 895,670 | 902,666 | [2] | |||||||||||||||||
Consolidated Statements of Income | ||||||||||||||||||||
Operating revenues – related party | 87,664 | 60,245 | [1] | 166,431 | 102,131 | [1] | ||||||||||||||
Costs and expenses: | ||||||||||||||||||||
Operating expenses | [4] | 20,520 | 22,191 | [1] | 41,397 | 46,487 | [1] | |||||||||||||
General and administrative expenses | [5] | 3,578 | 3,312 | [1] | 7,806 | 7,024 | [1] | |||||||||||||
Depreciation expense | 10,622 | 9,904 | [1] | 21,243 | 19,343 | [1] | ||||||||||||||
Total costs and expenses | 34,720 | 35,407 | [1] | 70,446 | 72,854 | [1] | ||||||||||||||
Operating income | 52,944 | 24,838 | [1] | 95,985 | 29,277 | [1] | ||||||||||||||
Other income, net | 57 | 26 | [1] | 134 | 137 | [1] | ||||||||||||||
Interest and debt expense, net of capitalized interest | [6] | (3,251) | (1,411) | [1] | (5,910) | (2,012) | [1] | |||||||||||||
Income before income taxes | 49,750 | 23,453 | [1] | 90,209 | 27,402 | [1] | ||||||||||||||
Income tax expense | 303 | (51) | [1] | 545 | (177) | [1] | ||||||||||||||
Net income | 49,447 | 23,504 | [1] | 89,664 | 27,579 | [1] | ||||||||||||||
Less: Net loss attributable to Predecessor | 0 | (10,158) | [1] | (3,081) | (28,204) | [1] | ||||||||||||||
Net income attributable to partners | 49,447 | 33,662 | 92,745 | 55,783 | ||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net income (loss) | 49,447 | 23,504 | [1] | 89,664 | 27,579 | [1] | ||||||||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||||||||||
Depreciation expense | 10,622 | 9,904 | [1] | 21,243 | 19,343 | [1] | ||||||||||||||
Deferred income tax benefit | 219 | (395) | [1] | |||||||||||||||||
Changes in current assets and current liabilities | (3,442) | (6,073) | [1] | |||||||||||||||||
Changes in deferred charges and credits and other operating activities, net | 249 | 459 | [1] | |||||||||||||||||
Net cash provided by operating activities | 107,933 | 40,913 | [1] | |||||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Capital expenditures | (9,325) | (18,291) | [1] | |||||||||||||||||
Acquisitions from Valero Energy Corporation | (51,361) | (296,109) | [1] | |||||||||||||||||
Other investing activities, net | 18 | 14 | [1] | |||||||||||||||||
Net cash used in investing activities | (60,668) | (314,386) | [1] | |||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Proceeds from debt borrowings | 139,000 | 200,000 | [1] | |||||||||||||||||
Proceeds from note payable to related party | 0 | 160,000 | [1] | |||||||||||||||||
Payments of capital lease obligations | (663) | (580) | [1] | |||||||||||||||||
Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets | (152,639) | (275,111) | [1] | |||||||||||||||||
Cash distributions to unitholders and distribution equivalent right payments | (48,319) | (33,095) | [1] | |||||||||||||||||
Net transfers from Valero Energy Corporation | 1,848 | 37,722 | [1] | |||||||||||||||||
Net cash provided by (used in) financing activities | (60,881) | 88,936 | [1] | |||||||||||||||||
Net decrease in cash and cash equivalents | (13,616) | (184,537) | [1] | |||||||||||||||||
Cash and cash equivalents at beginning of period | 80,783 | [2] | 236,579 | [1] | 236,579 | [1] | ||||||||||||||
Cash and cash equivalents at end of period | $ 67,167 | 52,042 | [1] | $ 67,167 | $ 52,042 | [1] | 80,783 | [2] | ||||||||||||
Acquisitions (Textual) | ||||||||||||||||||||
Units issued in connection with acquisitions | shares | 743,648 | 1,947,041 | ||||||||||||||||||
Valero Energy Partners LP [Member] | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | 52,042 | $ 80,783 | $ 236,579 | 236,579 | 80,783 | 52,042 | 236,579 | |||||||||||||
Receivables from related party | 18,088 | |||||||||||||||||||
Prepaid expenses and other | 632 | |||||||||||||||||||
Total current assets | 99,503 | |||||||||||||||||||
Property and equipment, at cost | 1,010,881 | |||||||||||||||||||
Accumulated depreciation | (263,599) | |||||||||||||||||||
Property and equipment, net | 747,282 | |||||||||||||||||||
Deferred charges and other assets, net | 3,322 | |||||||||||||||||||
Total assets | 850,107 | |||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Current portion of capital lease obligations | 913 | |||||||||||||||||||
Accounts payable | 9,264 | |||||||||||||||||||
Accrued liabilities | 1,062 | |||||||||||||||||||
Accrued liabilities – related party | 628 | |||||||||||||||||||
Taxes other than income taxes | 1,276 | |||||||||||||||||||
Deferred revenue from related party | 129 | |||||||||||||||||||
Total current liabilities | 13,272 | |||||||||||||||||||
Debt and capital lease obligations, net of current portion | 175,246 | |||||||||||||||||||
Notes payable to related party | 370,000 | |||||||||||||||||||
Deferred income taxes | 320 | |||||||||||||||||||
Other long-term liabilities | 1,116 | |||||||||||||||||||
Partners' Capital [Abstract] | ||||||||||||||||||||
Common unitholders – public (21,515,609 and 21,509,651 units outstanding) | 581,489 | |||||||||||||||||||
Common unitholder – Valero (15,747,377 and 15,018,602 units outstanding) | 28,430 | |||||||||||||||||||
Subordinated unitholder – Valero (28,789,989 and 28,789,989 units outstanding) | (313,961) | |||||||||||||||||||
General partner – Valero (1,347,702 and 1,332,829 units outstanding) | (5,805) | |||||||||||||||||||
Net investment | 0 | |||||||||||||||||||
Total partners’ capital | 290,153 | |||||||||||||||||||
Total liabilities and partners’ capital | 850,107 | |||||||||||||||||||
Consolidated Statements of Income | ||||||||||||||||||||
Operating revenues – related party | 60,245 | 102,131 | ||||||||||||||||||
Costs and expenses: | ||||||||||||||||||||
Operating expenses | 14,374 | 32,238 | ||||||||||||||||||
General and administrative expenses | 3,160 | 6,725 | ||||||||||||||||||
Depreciation expense | 7,715 | 15,203 | ||||||||||||||||||
Total costs and expenses | 25,249 | 54,166 | ||||||||||||||||||
Operating income | 34,996 | 47,965 | ||||||||||||||||||
Other income, net | 26 | 137 | ||||||||||||||||||
Interest and debt expense, net of capitalized interest | (1,411) | (2,012) | ||||||||||||||||||
Income before income taxes | 33,611 | 46,090 | ||||||||||||||||||
Income tax expense | (51) | (177) | ||||||||||||||||||
Net income | 33,662 | 46,267 | ||||||||||||||||||
Less: Net loss attributable to Predecessor | 0 | (9,516) | ||||||||||||||||||
Net income attributable to partners | 33,662 | 55,783 | ||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net income (loss) | 33,662 | 46,267 | ||||||||||||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||||||||||
Depreciation expense | 7,715 | 15,203 | ||||||||||||||||||
Deferred income tax benefit | (395) | |||||||||||||||||||
Changes in current assets and current liabilities | (6,073) | |||||||||||||||||||
Changes in deferred charges and credits and other operating activities, net | 459 | |||||||||||||||||||
Net cash provided by operating activities | 55,461 | |||||||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Capital expenditures | (6,052) | |||||||||||||||||||
Acquisitions from Valero Energy Corporation | (296,109) | |||||||||||||||||||
Other investing activities, net | 14 | |||||||||||||||||||
Net cash used in investing activities | (302,147) | |||||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Proceeds from debt borrowings | 200,000 | |||||||||||||||||||
Proceeds from note payable to related party | 160,000 | |||||||||||||||||||
Payments of capital lease obligations | (580) | |||||||||||||||||||
Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets | (275,111) | |||||||||||||||||||
Cash distributions to unitholders and distribution equivalent right payments | (33,095) | |||||||||||||||||||
Net transfers from Valero Energy Corporation | 10,935 | |||||||||||||||||||
Net cash provided by (used in) financing activities | 62,149 | |||||||||||||||||||
Net decrease in cash and cash equivalents | (184,537) | |||||||||||||||||||
Cash and cash equivalents at beginning of period | 80,783 | 236,579 | 236,579 | |||||||||||||||||
Cash and cash equivalents at end of period | 52,042 | 52,042 | 80,783 | |||||||||||||||||
Common Unitholder Valero [Member] | ||||||||||||||||||||
Partners' Capital [Abstract] | ||||||||||||||||||||
Total partners’ capital | 15,895 | 28,430 | [2] | 59,685 | [1] | 58,844 | [2] | |||||||||||||
Costs and expenses: | ||||||||||||||||||||
Less: Net loss attributable to Predecessor | 0 | 0 | [1] | |||||||||||||||||
Net income attributable to partners | $ 19,699 | $ 11,665 | ||||||||||||||||||
Acquisitions (Textual) | ||||||||||||||||||||
Units issued in connection with acquisitions | shares | 728,775 | 1,908,100 | ||||||||||||||||||
General Partner Valero [Member] | ||||||||||||||||||||
Partners' Capital [Abstract] | ||||||||||||||||||||
Total partners’ capital | (6,427) | (5,805) | [2] | (2,854) | [1] | 4,617 | [2] | |||||||||||||
Costs and expenses: | ||||||||||||||||||||
Less: Net loss attributable to Predecessor | $ 0 | $ 0 | [1] | |||||||||||||||||
Net income attributable to partners | $ 8,717 | $ 2,210 | ||||||||||||||||||
Acquisitions (Textual) | ||||||||||||||||||||
Units issued in connection with acquisitions | shares | 14,873 | 38,941 | ||||||||||||||||||
McKee Terminal Services Business [Member] | Adjustments for Acquisitions of Businesses Under Common Control [Member] | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | |||||||||||||
Receivables from related party | 0 | |||||||||||||||||||
Prepaid expenses and other | 0 | |||||||||||||||||||
Total current assets | 0 | |||||||||||||||||||
Property and equipment, at cost | 99,518 | |||||||||||||||||||
Accumulated depreciation | (46,959) | |||||||||||||||||||
Property and equipment, net | 52,559 | |||||||||||||||||||
Deferred charges and other assets, net | 0 | |||||||||||||||||||
Total assets | 52,559 | |||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Current portion of capital lease obligations | 0 | |||||||||||||||||||
Accounts payable | 0 | |||||||||||||||||||
Accrued liabilities | 0 | |||||||||||||||||||
Accrued liabilities – related party | 0 | |||||||||||||||||||
Taxes other than income taxes | 0 | |||||||||||||||||||
Deferred revenue from related party | 0 | |||||||||||||||||||
Total current liabilities | 0 | |||||||||||||||||||
Debt and capital lease obligations, net of current portion | 0 | |||||||||||||||||||
Notes payable to related party | 0 | |||||||||||||||||||
Deferred income taxes | 0 | |||||||||||||||||||
Other long-term liabilities | 0 | |||||||||||||||||||
Partners' Capital [Abstract] | ||||||||||||||||||||
Common unitholders – public (21,515,609 and 21,509,651 units outstanding) | 0 | |||||||||||||||||||
Common unitholder – Valero (15,747,377 and 15,018,602 units outstanding) | 0 | |||||||||||||||||||
Subordinated unitholder – Valero (28,789,989 and 28,789,989 units outstanding) | 0 | |||||||||||||||||||
General partner – Valero (1,347,702 and 1,332,829 units outstanding) | 0 | |||||||||||||||||||
Net investment | 52,559 | |||||||||||||||||||
Total partners’ capital | 52,559 | |||||||||||||||||||
Total liabilities and partners’ capital | 52,559 | |||||||||||||||||||
Consolidated Statements of Income | ||||||||||||||||||||
Operating revenues – related party | 0 | 0 | ||||||||||||||||||
Costs and expenses: | ||||||||||||||||||||
Operating expenses | 1,686 | 3,358 | ||||||||||||||||||
General and administrative expenses | 63 | 123 | ||||||||||||||||||
Depreciation expense | 1,125 | 2,254 | ||||||||||||||||||
Total costs and expenses | 2,874 | 5,735 | ||||||||||||||||||
Operating income | (2,874) | (5,735) | ||||||||||||||||||
Other income, net | 0 | 0 | ||||||||||||||||||
Interest and debt expense, net of capitalized interest | 0 | 0 | ||||||||||||||||||
Income before income taxes | (2,874) | (5,735) | ||||||||||||||||||
Income tax expense | 0 | 0 | ||||||||||||||||||
Net income | (2,874) | (5,735) | ||||||||||||||||||
Less: Net loss attributable to Predecessor | (2,874) | (5,735) | ||||||||||||||||||
Net income attributable to partners | 0 | 0 | ||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net income (loss) | (2,874) | (5,735) | ||||||||||||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||||||||||
Depreciation expense | 1,125 | 2,254 | ||||||||||||||||||
Deferred income tax benefit | 0 | |||||||||||||||||||
Changes in current assets and current liabilities | 0 | |||||||||||||||||||
Changes in deferred charges and credits and other operating activities, net | 0 | |||||||||||||||||||
Net cash provided by operating activities | (3,481) | |||||||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Capital expenditures | (65) | |||||||||||||||||||
Acquisitions from Valero Energy Corporation | 0 | |||||||||||||||||||
Other investing activities, net | 0 | |||||||||||||||||||
Net cash used in investing activities | (65) | |||||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Proceeds from debt borrowings | 0 | |||||||||||||||||||
Proceeds from note payable to related party | 0 | |||||||||||||||||||
Payments of capital lease obligations | 0 | |||||||||||||||||||
Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets | 0 | |||||||||||||||||||
Cash distributions to unitholders and distribution equivalent right payments | 0 | |||||||||||||||||||
Net transfers from Valero Energy Corporation | 3,546 | |||||||||||||||||||
Net cash provided by (used in) financing activities | 3,546 | |||||||||||||||||||
Net decrease in cash and cash equivalents | 0 | |||||||||||||||||||
Cash and cash equivalents at beginning of period | 0 | 0 | 0 | |||||||||||||||||
Cash and cash equivalents at end of period | 0 | 0 | 0 | |||||||||||||||||
Corpus Christi Terminal Services Business [Member] | Adjustments for Acquisitions of Businesses Under Common Control [Member] | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | 0 | 0 | 0 | $ 0 | $ 0 | |||||||||||||||
Consolidated Statements of Income | ||||||||||||||||||||
Operating revenues – related party | 0 | 0 | ||||||||||||||||||
Costs and expenses: | ||||||||||||||||||||
Operating expenses | 6,131 | 10,891 | ||||||||||||||||||
General and administrative expenses | 89 | 176 | ||||||||||||||||||
Depreciation expense | 1,064 | 1,886 | ||||||||||||||||||
Total costs and expenses | 7,284 | 12,953 | ||||||||||||||||||
Operating income | (7,284) | (12,953) | ||||||||||||||||||
Other income, net | 0 | 0 | ||||||||||||||||||
Interest and debt expense, net of capitalized interest | 0 | 0 | ||||||||||||||||||
Income before income taxes | (7,284) | (12,953) | ||||||||||||||||||
Income tax expense | 0 | 0 | ||||||||||||||||||
Net income | (7,284) | (12,953) | ||||||||||||||||||
Less: Net loss attributable to Predecessor | (7,284) | (12,953) | ||||||||||||||||||
Net income attributable to partners | 0 | 0 | ||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net income (loss) | (7,284) | (12,953) | ||||||||||||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||||||||||
Depreciation expense | 1,064 | 1,886 | ||||||||||||||||||
Deferred income tax benefit | 0 | |||||||||||||||||||
Changes in current assets and current liabilities | 0 | |||||||||||||||||||
Changes in deferred charges and credits and other operating activities, net | 0 | |||||||||||||||||||
Net cash provided by operating activities | (11,067) | |||||||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Capital expenditures | (12,174) | |||||||||||||||||||
Acquisitions from Valero Energy Corporation | 0 | |||||||||||||||||||
Other investing activities, net | 0 | |||||||||||||||||||
Net cash used in investing activities | (12,174) | |||||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Proceeds from debt borrowings | 0 | |||||||||||||||||||
Proceeds from note payable to related party | 0 | |||||||||||||||||||
Payments of capital lease obligations | 0 | |||||||||||||||||||
Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets | 0 | |||||||||||||||||||
Cash distributions to unitholders and distribution equivalent right payments | 0 | |||||||||||||||||||
Net transfers from Valero Energy Corporation | 23,241 | |||||||||||||||||||
Net cash provided by (used in) financing activities | 23,241 | |||||||||||||||||||
Net decrease in cash and cash equivalents | 0 | |||||||||||||||||||
Cash and cash equivalents at beginning of period | 0 | $ 0 | ||||||||||||||||||
Cash and cash equivalents at end of period | $ 0 | 0 | ||||||||||||||||||
Majority Shareholder [Member] | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Receivables from related party | $ 23,614 | $ 18,088 | ||||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Net transfers from Valero Energy Corporation | 1,848 | 37,722 | ||||||||||||||||||
Majority Shareholder [Member] | McKee Terminal Services Business [Member] | ||||||||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Acquisitions from Valero Energy Corporation | (51,400) | |||||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Proceeds from debt borrowings | $ 139,000 | |||||||||||||||||||
Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets | $ (152,600) | |||||||||||||||||||
Acquisitions (Textual) | ||||||||||||||||||||
Effective date of acquisition | Apr. 1, 2016 | |||||||||||||||||||
Number of subsidiaries acquired | subsidiaries | 1 | |||||||||||||||||||
Value of consideration transferred for acquisition | $ 240,000 | |||||||||||||||||||
Cash consideration transferred to acquire businesses | 204,000 | |||||||||||||||||||
Consideration transferred for acquisition, units issued | 36,000 | $ 36,000 | ||||||||||||||||||
Payments to acquire business, cash on hand | $ 65,000 | |||||||||||||||||||
Majority Shareholder [Member] | McKee Terminal Services Business [Member] | Common Unitholder Valero [Member] | ||||||||||||||||||||
Acquisitions (Textual) | ||||||||||||||||||||
Units issued in connection with acquisitions | shares | 728,775 | 728,775 | ||||||||||||||||||
Majority Shareholder [Member] | McKee Terminal Services Business [Member] | General Partner Valero [Member] | ||||||||||||||||||||
Acquisitions (Textual) | ||||||||||||||||||||
Units issued in connection with acquisitions | shares | 14,873 | 14,873 | ||||||||||||||||||
Majority Shareholder [Member] | Corpus Christi Terminal Services Business [Member] | ||||||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Proceeds from note payable to related party | $ 395,000 | |||||||||||||||||||
Acquisitions (Textual) | ||||||||||||||||||||
Effective date of acquisition | Oct. 1, 2015 | |||||||||||||||||||
Value of consideration transferred for acquisition | 465,000 | |||||||||||||||||||
Cash consideration transferred to acquire businesses | 395,000 | |||||||||||||||||||
Consideration transferred for acquisition, units issued | $ 70,000 | |||||||||||||||||||
Majority Shareholder [Member] | Corpus Christi Terminal Services Business [Member] | Common Unitholder Valero [Member] | ||||||||||||||||||||
Acquisitions (Textual) | ||||||||||||||||||||
Units issued in connection with acquisitions | shares | 1,570,513 | |||||||||||||||||||
Majority Shareholder [Member] | Corpus Christi Terminal Services Business [Member] | General Partner Valero [Member] | ||||||||||||||||||||
Acquisitions (Textual) | ||||||||||||||||||||
Units issued in connection with acquisitions | shares | 32,051 | |||||||||||||||||||
Majority Shareholder [Member] | Houston and St. Charles Terminal Services Business [Member] | ||||||||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Acquisitions from Valero Energy Corporation | (296,100) | |||||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Proceeds from debt borrowings | $ 200,000 | |||||||||||||||||||
Proceeds from note payable to related party | $ 160,000 | |||||||||||||||||||
Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets | (275,100) | |||||||||||||||||||
Acquisitions (Textual) | ||||||||||||||||||||
Effective date of acquisition | Mar. 1, 2015 | |||||||||||||||||||
Number of subsidiaries acquired | subsidiaries | 2 | |||||||||||||||||||
Value of consideration transferred for acquisition | $ 671,200 | |||||||||||||||||||
Cash consideration transferred to acquire businesses | 571,200 | |||||||||||||||||||
Consideration transferred for acquisition, units issued | 100,000 | $ 100,000 | ||||||||||||||||||
Payments to acquire business, cash on hand | $ 211,200 | |||||||||||||||||||
Majority Shareholder [Member] | Houston and St. Charles Terminal Services Business [Member] | Common Unitholder Valero [Member] | ||||||||||||||||||||
Acquisitions (Textual) | ||||||||||||||||||||
Units issued in connection with acquisitions | shares | 1,908,100 | 1,908,100 | ||||||||||||||||||
Majority Shareholder [Member] | Houston and St. Charles Terminal Services Business [Member] | General Partner Valero [Member] | ||||||||||||||||||||
Acquisitions (Textual) | ||||||||||||||||||||
Units issued in connection with acquisitions | shares | 38,941 | 38,941 | ||||||||||||||||||
[1] | Financial information has been retrospectively adjusted for the acquisitions of the McKee Terminal Services Business and the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. | |||||||||||||||||||
[2] | Financial information has been retrospectively adjusted for the acquisition of the McKee Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. | |||||||||||||||||||
[3] | Financial information has been retrospectively adjusted for the acquisition of the McKee Terminal Services Business. | |||||||||||||||||||
[4] | Includes operating expenses – related party of $10,863 thousand and $10,643 thousand for the three months ended June 30, 2016 and 2015, respectively, and $21,796 thousand and $20,478 thousand for the six months ended June 30, 2016 and 2015, respectively. | |||||||||||||||||||
[5] | Includes general and administrative expenses – related party of $2,998 thousand and $2,800 thousand for the three months ended June 30, 2016 and 2015, respectively, and $5,923 thousand and $5,459 thousand for the six months ended June 30, 2016 and 2015, respectively. | |||||||||||||||||||
[6] | Includes interest and debt expense – related party of $1,584 thousand and $578 thousand for the three months ended June 30, 2016 and 2015, respectively, and $3,150 thousand and $768 thousand for the six months ended June 30, 2016 and 2015, respectively. |
Related-Party Transactions (Det
Related-Party Transactions (Details) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2016USD ($)lease_agreementsrenewal | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)lease_agreementsrenewal | Jun. 30, 2015USD ($) | Apr. 01, 2016USD ($) | Dec. 31, 2015USD ($) | Oct. 01, 2015USD ($) | ||
Receivables from Related Party | ||||||||
Receivables from related party | $ 23,614,000 | $ 23,614,000 | $ 18,088,000 | [1] | ||||
Majority Shareholder [Member] | ||||||||
Receivables from Related Party | ||||||||
Trade receivables – related party | 29,033,000 | 29,033,000 | 26,103,000 | |||||
Due to related party | (5,419,000) | (5,419,000) | (8,015,000) | |||||
Receivables from related party | 23,614,000 | 23,614,000 | $ 18,088,000 | |||||
Operating Leases, Lease Revenue | ||||||||
Minimum rental revenues | 56,277,000 | $ 31,858,000 | 104,526,000 | $ 47,477,000 | ||||
Contingent rental revenues | 9,224,000 | 5,666,000 | 17,561,000 | 8,982,000 | ||||
Total lease revenues | 65,501,000 | $ 37,524,000 | 122,087,000 | $ 56,459,000 | ||||
Future Minimum Rentals to be Received on Noncancelable Lease Agreements | ||||||||
Remainder of 2016 | 114,236,000 | 114,236,000 | ||||||
2,017 | 226,610,000 | 226,610,000 | ||||||
2,018 | 226,610,000 | 226,610,000 | ||||||
2,019 | 226,610,000 | 226,610,000 | ||||||
2,020 | 227,231,000 | 227,231,000 | ||||||
Thereafter | 995,947,000 | 995,947,000 | ||||||
Total minimum rental payments | $ 2,017,244,000 | $ 2,017,244,000 | ||||||
Omnibus Agreement [Member] | Majority Shareholder [Member] | ||||||||
Related Party Agreements and Transactions (Textual) | ||||||||
Annual administrative fee | $ 11,700,000 | $ 11,200,000 | ||||||
McKee Terminal Agreement [Member] | Commercial Agreements [Member] | Majority Shareholder [Member] | ||||||||
Related Party Agreements and Transactions (Textual) | ||||||||
Agreement expiration date, initial term | Apr. 1, 2026 | |||||||
Number of renewal options | renewal | 1 | 1 | ||||||
Duration of renewal option | 5 years | |||||||
McKee Terminal Agreement [Member] | Lease Agreements [Member] | Majority Shareholder [Member] | ||||||||
Related Party Agreements and Transactions (Textual) | ||||||||
Agreement expiration date, initial term | Apr. 1, 2026 | |||||||
Number of renewal options | renewal | 4 | 4 | ||||||
Number of lease agreements | lease_agreements | 1 | 1 | ||||||
Duration of renewal option, lease and access agreement | 5 years | |||||||
Base rent for lease agreement | $ 594,000 | $ 594,000 | ||||||
[1] | Financial information has been retrospectively adjusted for the acquisition of the McKee Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | ||
Non-Leased Assets | ||||
Property and equipment excluding assets subject to operating lease, at cost | $ 389,199 | $ 483,466 | [1] | |
Accumulated depreciation, property and equipment excluding assets subject to operating lease | (124,872) | (165,539) | [1] | |
Property and equipment excluding assets subject to operating lease, net | 264,327 | 317,927 | [1] | |
Assets Under Operating Leases | ||||
Assets under operating leases, at cost | [2] | 742,835 | 626,933 | [1] |
Accumulated depreciation, assets under operating leases | [2] | (206,341) | (145,019) | [1] |
Assets under operating leases, net | [2] | 536,494 | 481,914 | [1] |
Property and Equipment, Total | ||||
Property and equipment, at cost | 1,132,034 | 1,110,399 | [1],[3] | |
Accumulated depreciation | (331,213) | (310,558) | [1],[3] | |
Property and equipment, net | 800,821 | 799,841 | [1],[3] | |
Capital Leases (Textual) | ||||
Assets under capital lease agreements | 14,900 | 14,900 | ||
Accumulated amortization on assets under capital lease agreements | 14,700 | 14,100 | ||
Pipelines and Related Assets [Member] | ||||
Non-Leased Assets | ||||
Property and equipment excluding assets subject to operating lease, at cost | 239,239 | 228,586 | [1] | |
Assets Under Operating Leases | ||||
Assets under operating leases, at cost | [2] | 46,964 | 46,739 | [1] |
Property and Equipment, Total | ||||
Property and equipment, at cost | 286,203 | 275,325 | [1] | |
Terminals and Related Assets [Member] | ||||
Non-Leased Assets | ||||
Property and equipment excluding assets subject to operating lease, at cost | 111,037 | 210,276 | [1] | |
Assets Under Operating Leases | ||||
Assets under operating leases, at cost | [2] | 695,871 | 580,194 | [1] |
Property and Equipment, Total | ||||
Property and equipment, at cost | 806,908 | 790,470 | [1] | |
Other [Member] | ||||
Non-Leased Assets | ||||
Property and equipment excluding assets subject to operating lease, at cost | 9,479 | 9,352 | [1] | |
Assets Under Operating Leases | ||||
Assets under operating leases, at cost | [2] | 0 | 0 | [1] |
Property and Equipment, Total | ||||
Property and equipment, at cost | 9,479 | 9,352 | [1] | |
Land [Member] | ||||
Non-Leased Assets | ||||
Property and equipment excluding assets subject to operating lease, at cost | 4,672 | 4,672 | [1] | |
Assets Under Operating Leases | ||||
Assets under operating leases, at cost | [2] | 0 | 0 | [1] |
Property and Equipment, Total | ||||
Property and equipment, at cost | 4,672 | 4,672 | [1] | |
Construction-in-Progress [Member] | ||||
Non-Leased Assets | ||||
Property and equipment excluding assets subject to operating lease, at cost | 24,772 | 30,580 | [1] | |
Assets Under Operating Leases | ||||
Assets under operating leases, at cost | [2] | 0 | 0 | [1] |
Property and Equipment, Total | ||||
Property and equipment, at cost | $ 24,772 | $ 30,580 | [1] | |
[1] | Financial information has been retrospectively adjusted for the acquisition of the McKee Terminal Services Business. | |||
[2] | Represents assets owned by us for which we are the lessor (see Note 4). Certain assets acquired in the acquisition of the McKee Terminal Services Business were reflected as assets under operating leases subsequent to the acquisition on April 1, 2016. | |||
[3] | Financial information has been retrospectively adjusted for the acquisition of the McKee Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. |
Debt, Revolving Credit Facility
Debt, Revolving Credit Facility (Details) - USD ($) | Apr. 01, 2016 | Mar. 02, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Revolving Credit Facility (Textual) | ||||||
Borrowings under the Revolver | $ 139,000,000 | $ 200,000,000 | [1] | |||
Line of Credit [Member] | Revolving Credit Facility [Member] | ||||||
Revolving Credit Facility (Textual) | ||||||
Line of credit facility, maximum borrowing capacity | $ 750,000,000 | |||||
Line of credit facility, expiration date | Nov. 20, 2020 | |||||
Line of credit facility, higher borrowing capacity option | $ 1,000,000,000 | |||||
Line of credit facility, interest rate at period end | 1.75% | |||||
Borrowings under the Revolver | $ 139,000,000 | $ 200,000,000 | ||||
Repayment on the Revolver | $ 0 | $ 0 | ||||
Line of credit facility, amount outstanding | 314,000,000 | $ 175,000,000 | ||||
Line of Credit [Member] | Letter of Credit [Member] | ||||||
Revolving Credit Facility (Textual) | ||||||
Line of credit facility, maximum borrowing capacity | 100,000,000 | |||||
Line of credit facility, amount outstanding | $ 0 | |||||
[1] | Financial information has been retrospectively adjusted for the acquisitions of the McKee Terminal Services Business and the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. |
Debt, Subordinated Credit Agree
Debt, Subordinated Credit Agreements (Details) | Oct. 01, 2015USD ($) | Mar. 01, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($)loan_agreements | ||
Subordinated Credit Agreement (Textual) | |||||||
Subordinated credit agreements, borrowings | $ 0 | $ 160,000,000 | [1] | ||||
Subordinated credit agreements, amounts outstanding | 370,000,000 | $ 370,000,000 | [2] | ||||
Majority Shareholder [Member] | Corpus Christi Terminal Services Business [Member] | |||||||
Subordinated Credit Agreement (Textual) | |||||||
Subordinated credit agreements, borrowings | $ 395,000,000 | ||||||
Majority Shareholder [Member] | Houston and St. Charles Terminal Services Business [Member] | |||||||
Subordinated Credit Agreement (Textual) | |||||||
Subordinated credit agreements, borrowings | $ 160,000,000 | ||||||
Subordinated Debt [Member] | Majority Shareholder [Member] | |||||||
Subordinated Credit Agreement (Textual) | |||||||
Number of subordinated credit agreements entered | loan_agreements | 2 | ||||||
Subordinated credit agreements, repayments | 0 | $ 0 | |||||
Subordinated credit agreements, amounts outstanding | $ 370,000,000 | $ 370,000,000 | |||||
Subordinated Debt [Member] | Majority Shareholder [Member] | Corpus Christi Terminal Services Business [Member] | |||||||
Subordinated Credit Agreement (Textual) | |||||||
Subordinated credit agreements, borrowings | 395,000,000 | ||||||
Subordinated credit agreements, maturity date | Oct. 1, 2020 | ||||||
Subordinated credit agreements, rate at period end | 1.71% | ||||||
Subordinated Debt [Member] | Majority Shareholder [Member] | Houston and St. Charles Terminal Services Business [Member] | |||||||
Subordinated Credit Agreement (Textual) | |||||||
Subordinated credit agreements, borrowings | $ 160,000,000 | ||||||
Subordinated credit agreements, maturity date | Mar. 1, 2020 | ||||||
Subordinated credit agreements, rate at period end | 1.71% | ||||||
[1] | Financial information has been retrospectively adjusted for the acquisitions of the McKee Terminal Services Business and the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. | ||||||
[2] | Financial information has been retrospectively adjusted for the acquisition of the McKee Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. |
Debt, Capitalized Interest (Det
Debt, Capitalized Interest (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Capitalized Interest (Textual) | ||||
Interest costs incurred, capitalized | $ 3,000 | $ 1,000 | $ 35,000 | $ 6,000 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Future Minimum Rentals on Operating Leases | ||||
Remainder of 2016 | $ 4,409 | $ 4,409 | ||
2,017 | 8,823 | 8,823 | ||
2,018 | 8,780 | 8,780 | ||
2,019 | 8,780 | 8,780 | ||
2,020 | 8,780 | 8,780 | ||
Thereafter | 38,707 | 38,707 | ||
Total minimum rental payments | 78,279 | 78,279 | ||
Operating Leases (Textual) | ||||
Rental expense for operating leases | $ 2,300 | $ 1,900 | $ 4,600 | $ 2,700 |
Cash Distributions (Details)
Cash Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 21, 2016 | May 10, 2016 | Feb. 11, 2016 | Nov. 10, 2015 | Aug. 11, 2015 | May 12, 2015 | Feb. 12, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Quarterly Cash Distributions | |||||||||||
Total quarterly distribution (per unit) | $ 0.3400 | $ 0.3200 | $ 0.3075 | $ 0.2925 | $ 0.2775 | $ 0.2660 | $ 0.3650 | $ 0.2925 | $ 0.7050 | $ 0.5700 | |
Distributions | $ 25,608 | $ 22,711 | $ 20,164 | $ 18,456 | $ 17,266 | $ 15,829 | $ 28,912 | $ 18,456 | $ 54,520 | $ 35,722 | |
General Partner’s Distribution, Including Incentive Distribution Rights [Member] | |||||||||||
Quarterly Cash Distributions | |||||||||||
Distributions | 4,802 | 1,053 | 7,952 | 1,808 | |||||||
General Partner Valero [Member] | |||||||||||
Quarterly Cash Distributions | |||||||||||
Distributions | 578 | 369 | 1,090 | 714 | |||||||
General Partner IDRs [Member] | |||||||||||
Quarterly Cash Distributions | |||||||||||
Distributions | 4,224 | 684 | 6,862 | 1,094 | |||||||
Limited Partner, Common and Subordinated Units [Member] | |||||||||||
Quarterly Cash Distributions | |||||||||||
Distributions | 24,105 | 17,400 | 46,558 | 33,908 | |||||||
Common Unitholders Public [Member] | |||||||||||
Quarterly Cash Distributions | |||||||||||
Distributions | 7,849 | 5,045 | 15,159 | 9,832 | |||||||
Common Unitholder Valero [Member] | |||||||||||
Quarterly Cash Distributions | |||||||||||
Distributions | 5,747 | 3,934 | 11,102 | 7,666 | |||||||
Subordinated Unitholder Valero [Member] | |||||||||||
Quarterly Cash Distributions | |||||||||||
Distributions | 10,509 | 8,421 | 20,297 | 16,410 | |||||||
Distribution Equivalent Rights [Member] | |||||||||||
Quarterly Cash Distributions | |||||||||||
Distributions | $ 5 | $ 3 | $ 10 | $ 6 | |||||||
Subsequent Event [Member] | |||||||||||
Quarterly Cash Distributions | |||||||||||
Total quarterly distribution (per unit) | $ 0.3650 | ||||||||||
Distributions | $ 28,912 |
Net Income Per Limited Partne38
Net Income Per Limited Partner Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Allocation of net income to determine net income available to limited partners: | ||||
Distributions, excluding general partner's IDRs | $ 24,683 | $ 17,769 | $ 47,648 | $ 34,622 |
General partner’s IDRs | 4,224 | 684 | 6,862 | 1,094 |
DERs | 5 | 3 | 10 | 6 |
Distributions and DERs declared | 28,912 | 18,456 | 54,520 | 35,722 |
Undistributed earnings | 20,535 | 15,206 | 38,225 | 20,061 |
Net income available to limited partners – basic and diluted | $ 49,447 | $ 33,662 | $ 92,745 | $ 55,783 |
Net income per limited partner unit – basic and diluted: | ||||
Weighted-average units outstanding | 37,248 | 30,698 | 36,884 | 30,066 |
Net income per limited partner unit – basic and diluted | $ 0.67 | $ 0.54 | $ 1.28 | $ 0.91 |
General Partner Valero [Member] | ||||
Allocation of net income to determine net income available to limited partners: | ||||
Distributions, excluding general partner's IDRs | $ 578 | $ 369 | $ 1,090 | $ 714 |
General partner’s IDRs | 4,224 | 684 | 6,862 | 1,094 |
Distributions and DERs declared | 4,802 | 1,053 | 7,952 | 1,808 |
Undistributed earnings | 411 | 304 | 765 | 401 |
Net income available to limited partners – basic and diluted | 5,213 | 1,357 | 8,717 | 2,209 |
Limited Partner, Common Units [Member] | ||||
Allocation of net income to determine net income available to limited partners: | ||||
Distributions, excluding general partner's IDRs | 13,596 | 8,979 | 26,261 | 17,498 |
Distributions and DERs declared | 13,596 | 8,979 | 26,261 | 17,498 |
Undistributed earnings | 11,348 | 7,688 | 21,034 | 10,042 |
Net income available to limited partners – basic and diluted | $ 24,944 | $ 16,667 | $ 47,295 | $ 27,540 |
Net income per limited partner unit – basic and diluted: | ||||
Weighted-average units outstanding | 37,248 | 30,698 | 36,884 | 30,066 |
Net income per limited partner unit – basic and diluted | $ 0.67 | $ 0.54 | $ 1.28 | $ 0.91 |
Subordinated Unitholder Valero [Member] | ||||
Allocation of net income to determine net income available to limited partners: | ||||
Distributions, excluding general partner's IDRs | $ 10,509 | $ 8,421 | $ 20,297 | $ 16,410 |
Distributions and DERs declared | 10,509 | 8,421 | 20,297 | 16,410 |
Undistributed earnings | 8,772 | 7,211 | 16,418 | 9,615 |
Net income available to limited partners – basic and diluted | $ 19,281 | $ 15,632 | $ 36,715 | $ 26,025 |
Net income per limited partner unit – basic and diluted: | ||||
Weighted-average units outstanding | 28,790 | 28,790 | 28,790 | 28,790 |
Net income per limited partner unit – basic and diluted | $ 0.67 | $ 0.54 | $ 1.28 | $ 0.90 |
Restricted Units [Member] | ||||
Allocation of net income to determine net income available to limited partners: | ||||
DERs | $ 5 | $ 3 | $ 10 | $ 6 |
Distributions and DERs declared | 5 | 3 | 10 | 6 |
Undistributed earnings | 4 | 3 | 8 | 3 |
Net income available to limited partners – basic and diluted | $ 9 | $ 6 | $ 18 | $ 9 |
Unit Activity (Details)
Unit Activity (Details) - shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Partners' Capital Roll Forward (Units) | ||
Beginning balance | 66,651,071 | 58,760,288 |
Unit-based compensation | 5,958 | 4,443 |
Units issued in connection with acquisitions | 743,648 | 1,947,041 |
Ending balance | 67,400,677 | 60,711,772 |
Common Unitholders Public [Member] | ||
Partners' Capital Roll Forward (Units) | ||
Beginning balance | 21,509,651 | 17,255,208 |
Unit-based compensation | 5,958 | 4,443 |
Ending balance | 21,515,609 | 17,259,651 |
Common Unitholder Valero [Member] | ||
Partners' Capital Roll Forward (Units) | ||
Beginning balance | 15,018,602 | 11,539,989 |
Units issued in connection with acquisitions | 728,775 | 1,908,100 |
Ending balance | 15,747,377 | 13,448,089 |
Subordinated Unitholder Valero [Member] | ||
Partners' Capital Roll Forward (Units) | ||
Beginning balance | 28,789,989 | 28,789,989 |
Ending balance | 28,789,989 | 28,789,989 |
General Partner Valero [Member] | ||
Partners' Capital Roll Forward (Units) | ||
Beginning balance | 1,332,829 | 1,175,102 |
Units issued in connection with acquisitions | 14,873 | 38,941 |
Ending balance | 1,347,702 | 1,214,043 |
Supplemental Cash Flow Inform40
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | Apr. 01, 2016 | Mar. 01, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Decrease (increase) in current assets: | |||||
Receivables from related party | $ (5,526) | $ (6,817) | |||
Prepaid expenses and other | (449) | 20 | |||
Increase in current liabilities: | |||||
Accounts payable | 733 | 31 | |||
Accrued liabilities | 214 | 183 | |||
Accrued liabilities – related party | 49 | 183 | |||
Taxes other than income taxes | 403 | 139 | |||
Deferred revenue from related party | 1,134 | 188 | |||
Changes in current assets and current liabilities | (3,442) | (6,073) | [1] | ||
Reconciliation of Net Transfers from/to Valero | |||||
Net transfers from Valero per statements of cash flows | 1,848 | 37,722 | [1] | ||
Cash Flows Related to Interest and Income Taxes Paid | |||||
Interest paid | 5,484 | 1,578 | |||
Income taxes paid | 496 | 441 | |||
Supplemental Cash Flow Elements (Textual) | |||||
Cash consideration paid attributed to the historical carrying value of assets acquired | 51,361 | 296,109 | [1] | ||
Cash consideration paid in excess of the carrying value of assets acquired | 152,639 | 275,111 | [1] | ||
Noncash capital contributions from Valero Energy Corporation | $ 15,978 | $ 7,343 | |||
Units issued in connection with acquisitions | 743,648 | 1,947,041 | |||
General Partner Valero [Member] | |||||
Supplemental Cash Flow Elements (Textual) | |||||
Noncash capital contributions from Valero Energy Corporation | $ 470 | $ 204 | |||
Units issued in connection with acquisitions | 14,873 | 38,941 | |||
Common Unitholder Valero [Member] | |||||
Supplemental Cash Flow Elements (Textual) | |||||
Noncash capital contributions from Valero Energy Corporation | $ 5,407 | $ 2,273 | |||
Units issued in connection with acquisitions | 728,775 | 1,908,100 | |||
Majority Shareholder [Member] | |||||
Reconciliation of Net Transfers from/to Valero | |||||
Net transfers from Valero per statements of partners’ capital | $ 1,883 | $ 35,122 | |||
Less: Noncash transfers from Valero | 35 | ||||
Less: Noncash transfers to Valero | (2,600) | ||||
Net transfers from Valero per statements of cash flows | 1,848 | 37,722 | |||
Supplemental Cash Flow Elements (Textual) | |||||
Noncash capital contributions from Valero Energy Corporation | 16,000 | ||||
Majority Shareholder [Member] | McKee Terminal Services Business [Member] | |||||
Supplemental Cash Flow Elements (Textual) | |||||
Cash consideration paid attributed to the historical carrying value of assets acquired | 51,400 | ||||
Cash consideration transferred to acquire businesses | $ 204,000 | ||||
Cash consideration paid in excess of the carrying value of assets acquired | 152,600 | ||||
Consideration transferred for acquisition, units issued | $ 36,000 | $ 36,000 | |||
Majority Shareholder [Member] | McKee Terminal Services Business [Member] | General Partner Valero [Member] | |||||
Supplemental Cash Flow Elements (Textual) | |||||
Units issued in connection with acquisitions | 14,873 | 14,873 | |||
Majority Shareholder [Member] | McKee Terminal Services Business [Member] | Common Unitholder Valero [Member] | |||||
Supplemental Cash Flow Elements (Textual) | |||||
Units issued in connection with acquisitions | 728,775 | 728,775 | |||
Majority Shareholder [Member] | Houston and St. Charles Terminal Services Business [Member] | |||||
Supplemental Cash Flow Elements (Textual) | |||||
Cash consideration paid attributed to the historical carrying value of assets acquired | 296,100 | ||||
Cash consideration transferred to acquire businesses | $ 571,200 | ||||
Cash consideration paid in excess of the carrying value of assets acquired | 275,100 | ||||
Noncash capital contributions from Valero Energy Corporation | 7,300 | ||||
Consideration transferred for acquisition, units issued | $ 100,000 | $ 100,000 | |||
Majority Shareholder [Member] | Houston and St. Charles Terminal Services Business [Member] | General Partner Valero [Member] | |||||
Supplemental Cash Flow Elements (Textual) | |||||
Units issued in connection with acquisitions | 38,941 | 38,941 | |||
Majority Shareholder [Member] | Houston and St. Charles Terminal Services Business [Member] | Common Unitholder Valero [Member] | |||||
Supplemental Cash Flow Elements (Textual) | |||||
Units issued in connection with acquisitions | 1,908,100 | 1,908,100 | |||
[1] | Financial information has been retrospectively adjusted for the acquisitions of the McKee Terminal Services Business and the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. |