Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Entity Information | ||
Entity Registrant Name | VALERO ENERGY PARTNERS LP | |
Entity Central Index Key | 1,583,103 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Limited Partner Common Units [Member] | ||
Entity Information | ||
Entity Common Stock, Units Outstanding | 69,262,070 | |
General Partner Valero [Member] | ||
Entity Information | ||
Entity Common Stock, Units Outstanding | 1,413,511 |
Consolidated Balance Sheets (un
Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 128,199 | $ 42,052 |
Receivables – related party | 46,434 | 46,496 |
Receivables | 873 | 781 |
Prepaid expenses and other | 659 | 720 |
Total current assets | 176,165 | 90,049 |
Property and equipment, at cost | 2,014,049 | 1,969,233 |
Accumulated depreciation | (599,611) | (552,817) |
Property and equipment, net | 1,414,438 | 1,416,416 |
Deferred charges and other assets, net | 9,678 | 10,887 |
Total assets | 1,600,281 | 1,517,352 |
Current liabilities: | ||
Accounts payable | 18,400 | 18,633 |
Accounts payable – related party | 8,190 | 3,944 |
Accrued liabilities | 801 | 1,007 |
Accrued liabilities – related party | 304 | 1,128 |
Accrued interest payable | 7,326 | 2,558 |
Accrued interest payable – related party | 770 | 911 |
Taxes other than income taxes payable | 7,283 | 5,141 |
Total current liabilities | 43,074 | 33,322 |
Debt | 989,694 | 905,283 |
Notes payable – related party | 285,000 | 370,000 |
Other long-term liabilities | 3,382 | 2,950 |
Commitments and contingencies | ||
Partners’ capital: | ||
Total partners’ capital | 279,131 | 205,797 |
Total liabilities and partners’ capital | 1,600,281 | 1,517,352 |
Limited Partner [Member] | Common Unitholders Public [Member] | ||
Partners’ capital: | ||
Common unitholders | 612,202 | 596,047 |
Total partners’ capital | 612,202 | 596,047 |
Limited Partner [Member] | Common Unitholder Valero [Member] | ||
Partners’ capital: | ||
Common unitholders | (328,500) | (382,652) |
Total partners’ capital | (328,500) | (382,652) |
General Partner Valero [Member] | ||
Partners’ capital: | ||
General partner – Valero | (4,571) | (7,598) |
Total partners’ capital | $ (4,571) | $ (7,598) |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (unaudited) (Parenthetical) - shares | Sep. 30, 2018 | Dec. 31, 2017 |
Limited Partner [Member] | Common Unitholders Public [Member] | ||
Common unitholders, units outstanding (units) | 22,493,484 | 22,487,586 |
Limited Partner [Member] | Common Unitholder Valero [Member] | ||
Common unitholders, units outstanding (units) | 46,768,586 | 46,768,586 |
General Partner Valero [Member] | ||
General partner – Valero, units outstanding (units) | 1,413,511 | 1,413,391 |
Consolidated Statements of Inco
Consolidated Statements of Income (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Revenues – related party: | |||||
Revenues from lease contracts | $ 112,078 | $ 85,811 | $ 325,655 | $ 251,580 | |
Revenues from contracts with customer | 28,512 | 23,529 | 81,504 | 74,121 | |
Total revenues – related party | 140,590 | 109,340 | 407,159 | 325,701 | |
Costs and expenses: | |||||
Cost of revenues from lease contracts (excluding depreciation expense reflected below) | [1] | 26,753 | 20,202 | 77,867 | 59,570 |
Depreciation expense associated with lease contracts | 15,946 | 9,288 | 47,384 | 27,768 | |
Other operating expenses | 0 | 537 | 0 | 537 | |
General and administrative expenses | [2] | 4,082 | 3,865 | 12,352 | 11,558 |
Total costs and expenses | 56,077 | 42,993 | 166,407 | 125,566 | |
Operating income | 84,513 | 66,347 | 240,752 | 200,135 | |
Other income, net | 610 | 300 | 1,403 | 546 | |
Interest and debt expense, net of capitalized interest | [3] | (14,348) | (8,747) | (40,527) | (25,587) |
Income before income tax expense | 70,775 | 57,900 | 201,628 | 175,094 | |
Income tax expense | 426 | 311 | 1,181 | 925 | |
Net income | 70,349 | 57,589 | 200,447 | 174,169 | |
Less: General partner’s interest in net income | 18,203 | 13,037 | 52,835 | 33,923 | |
Limited partners’ interest in net income | $ 52,146 | $ 44,552 | $ 147,612 | $ 140,246 | |
Net income per limited partner common unit – basic and diluted: | |||||
Net income per limited partner common unit – basic and diluted (dollars per unit) | $ 0.75 | $ 0.65 | $ 2.13 | $ 2.06 | |
Weighted-average limited partner common units outstanding – basic and diluted: | |||||
Weighted-average limited partner common units outstanding – basic and diluted (units) | 69,251 | 68,163 | 69,250 | 67,997 | |
Services [Member] | |||||
Revenues – related party: | |||||
Revenues from contracts with customer | $ 28,512 | $ 23,529 | $ 81,504 | $ 74,121 | |
Costs and expenses: | |||||
Cost of revenues from contracts with customer (excluding depreciation expense reflected below) | [4] | 6,176 | 6,276 | 19,717 | 17,508 |
Depreciation expense associated with contracts with customer | $ 3,120 | $ 2,825 | $ 9,087 | $ 8,625 | |
[1] | Includes cost of revenues from lease contracts (excluding depreciation expense) – related party of $17,810 thousand and $14,469 thousand for the three months ended September 30, 2018 and 2017, respectively, and $52,820 thousand and $43,184 thousand for the nine months ended September 30, 2018 and 2017, respectively. | ||||
[2] | Includes general and administrative expenses – related party of $3,361 thousand and $3,186 thousand for the three months ended September 30, 2018 and 2017, respectively, and $10,083 thousand and $9,557 thousand for the nine months ended September 30, 2018 and 2017, respectively. | ||||
[3] | Includes interest and debt expense – related party of $2,615 thousand and $2,579 thousand for the three months ended September 30, 2018 and 2017, respectively, and $7,925 thousand and $7,029 thousand for the nine months ended September 30, 2018 and 2017, respectively. | ||||
[4] | Includes cost of revenues from contracts with customer (excluding depreciation expense) – related party of $2,104 thousand and $2,005 thousand for the three months ended September 30, 2018 and 2017, respectively, and $6,243 thousand and $5,058 thousand for the nine months ended September 30, 2018 and 2017, respectively. |
Consolidated Statements of In_2
Consolidated Statements of Income (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Cost of revenues from lease contracts (excluding depreciation expense) – related party | $ 17,810 | $ 14,469 | $ 52,820 | $ 43,184 |
General and administrative expenses – related party | 3,361 | 3,186 | 10,083 | 9,557 |
Interest and debt expense – related party | 2,615 | 2,579 | 7,925 | 7,029 |
Services [Member] | ||||
Cost of revenues from contracts with customer (excluding depreciation expense) – related party | $ 2,104 | $ 2,005 | $ 6,243 | $ 5,058 |
Consolidated Statements of Part
Consolidated Statements of Partners' Capital (unaudited) - USD ($) $ in Thousands | Total | Limited Partner [Member]Common Unitholders Public [Member] | Limited Partner [Member]Common Unitholder Valero [Member] | General Partner Valero [Member] |
Beginning balance at Dec. 31, 2016 | $ 55,824 | $ 548,619 | $ (482,197) | $ (10,598) |
Increase (Decrease) in Partners' Capital Roll Forward | ||||
Net income | 174,169 | 46,001 | 94,245 | 33,923 |
Unit issuance | 34,177 | 33,429 | 748 | |
Transfers to (from) partners | (16,097) | 19,816 | (3,719) | |
Noncash capital contributions from Valero Energy Corporation | 27,866 | 27,308 | 558 | |
Cash distributions to unitholders and distribution equivalent right payments | (115,049) | (28,713) | (58,890) | (27,446) |
Unit-based compensation | 197 | 197 | ||
Ending balance at Sep. 30, 2017 | 177,184 | 583,436 | (399,718) | (6,534) |
Beginning balance at Jun. 30, 2017 | 153,141 | 579,002 | (417,210) | (8,651) |
Increase (Decrease) in Partners' Capital Roll Forward | ||||
Net income | 57,589 | 14,690 | 29,862 | 13,037 |
Noncash capital contributions from Valero Energy Corporation | 8,590 | 8,418 | 172 | |
Cash distributions to unitholders and distribution equivalent right payments | (42,111) | (10,231) | (20,788) | (11,092) |
Unit-based compensation | 51 | 51 | ||
Other | (76) | (76) | 0 | |
Ending balance at Sep. 30, 2017 | 177,184 | 583,436 | (399,718) | (6,534) |
Beginning balance at Dec. 31, 2017 | 205,797 | 596,047 | (382,652) | (7,598) |
Increase (Decrease) in Partners' Capital Roll Forward | ||||
Net income | 200,447 | 47,921 | 99,691 | 52,835 |
Unit issuance | 5 | 0 | 5 | |
Transfers to (from) partners | 3,730 | (2,396) | (1,334) | |
Noncash capital contributions from Valero Energy Corporation | 31,732 | 31,098 | 634 | |
Cash distributions to unitholders and distribution equivalent right payments | (158,962) | (35,675) | (74,175) | (49,112) |
Unit-based compensation | 179 | 179 | ||
Other | (67) | (66) | (1) | |
Ending balance at Sep. 30, 2018 | 279,131 | 612,202 | (328,500) | (4,571) |
Beginning balance at Jun. 30, 2018 | 255,392 | 607,611 | (347,174) | (5,045) |
Increase (Decrease) in Partners' Capital Roll Forward | ||||
Net income | 70,349 | 16,929 | 35,217 | 18,203 |
Noncash capital contributions from Valero Energy Corporation | 9,415 | 9,226 | 189 | |
Cash distributions to unitholders and distribution equivalent right payments | (56,081) | (12,394) | (25,769) | (17,918) |
Unit-based compensation | 56 | 56 | ||
Ending balance at Sep. 30, 2018 | $ 279,131 | $ 612,202 | $ (328,500) | $ (4,571) |
Consolidated Statements of Pa_2
Consolidated Statements of Partners' Capital (unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Partners' Capital [Abstract] | ||||
Cash distribution paid per unit (dollars per unit) | $ 0.551 | $ 0.455 | $ 1.586 | $ 1.289 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 200,447 | $ 174,169 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation expense | 56,471 | 36,393 |
Changes in current assets and current liabilities | 4,862 | 7,988 |
Changes in deferred charges and credits and other operating activities, net | 2,448 | 1,269 |
Net cash provided by operating activities | 264,228 | 219,819 |
Cash flows from investing activities: | ||
Capital expenditures | (17,968) | (24,297) |
Other investing activities, net | 8 | 142 |
Net cash used in investing activities | (17,960) | (95,948) |
Cash flows from financing activities: | ||
Proceeds from issuance of senior notes | 498,300 | 0 |
Repayment of debt and note payable – related party | (495,000) | 0 |
Payment of debt issuance costs | (4,464) | (492) |
Proceeds from issuance of common units | 0 | 35,728 |
Proceeds from issuance of general partner units | 5 | 748 |
Payment of offering costs | 0 | (542) |
Cash distributions to unitholders and distribution equivalent right payments | (158,962) | (115,049) |
Net cash used in financing activities | (160,121) | (79,607) |
Net increase in cash and cash equivalents | 86,147 | 44,264 |
Cash and cash equivalents at beginning of period | 42,052 | 71,491 |
Cash and cash equivalents at end of period | 128,199 | 115,755 |
Red River Crude System [Member] | ||
Cash flows from investing activities: | ||
Acquisition of undivided interest in Red River crude system | $ 0 | $ (71,793) |
Description of Business, Basis
Description of Business, Basis of Presentation, and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES | 1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES Description of Business As used in this report, the terms “Partnership,” “we,” “our,” or “us” refer to Valero Energy Partners LP, one or more of its subsidiaries, or all of them taken as a whole. Our “general partner” refers to Valero Energy Partners GP LLC, an indirect wholly owned subsidiary of Valero Energy Corporation (VLO), and “Valero” refers collectively to VLO and its subsidiaries, other than Valero Energy Partners LP, any of its subsidiaries, or its general partner. We are a master limited partnership formed by Valero in July 2013 to own, operate, develop, and acquire crude oil and refined petroleum products pipelines, terminals, and other logistics assets. 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 ten of Valero’s refineries. We generate revenues from fee-based transportation and terminaling activities. Pending Merger with Valero On October 18, 2018, we entered into a definitive Agreement and Plan of Merger (the Merger Agreement) (the Merger Agreement and the transactions contemplated thereby are referred to herein as the “Merger Transaction”) with VLO, Forest Merger Sub, LLC, a wholly owned subsidiary of Valero (Merger Sub), and our general partner pursuant to which Valero has agreed to acquire all of our outstanding common units not already owned by Valero. Under the Merger Agreement, the holders of such publicly traded common units will receive $42.25 in cash for each common unit without any interest thereon and all such publicly traded common units will automatically be canceled and cease to exist. Our incentive distribution rights and general partner interest, and our common units that are owned by Valero, will be unaffected by the Merger Transaction and will remain issued and outstanding with no consideration being delivered in respect thereof. A wholly owned subsidiary of Valero which owns more than a majority of our common units has agreed to deliver, or cause to be delivered, a written consent approving the Merger Transaction. This written consent will constitute the requisite vote of our common units to approve the Merger Transaction and, as a result, we have not solicited and are not soliciting approval of the Merger Transaction by our common unitholders. The Merger Agreement has been unanimously approved by the board of directors of our general partner, the conflicts committee of the board of directors of our general partner, and a special committee consisting of VLO directors who do not own any of our common units, which was given full power, authority and responsibility to review, evaluate, negotiate and approve the Merger Transaction, for and on behalf of the VLO board and VLO. The Merger Transaction will close as soon as possible following the satisfaction of certain customary closing conditions and upon the closing we will be a wholly owned subsidiary of Valero and will cease to be a publicly held partnership. We will file with the Securities and Exchange Commission (the SEC) an information statement that will provide additional important information concerning the proposed Merger Transaction. Since the proposed Merger Transaction is a “going private” transaction under SEC rule 13e-3, we will also file with the SEC a transaction statement on Schedule 13E-3. After the information statement is cleared by the SEC, we will mail a definitive information statement to our common unitholders. Basis of Presentation General 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. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The balance sheet as of December 31, 2017 has been derived from our audited financial statements as of that date. 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, 2017 . Acquisitions from Valero The acquisitions of the Parkway pipeline and the Port Arthur terminal (both defined in Note 2 ) from Valero on November 1, 2017 were accounted for as transfers of assets between entities under the common control of Valero. Accordingly, we recorded these asset acquisitions on our balance sheet at Valero’s carrying value as of the acquisition date, and our prior period financial statements and financial information were not retrospectively adjusted for these acquisitions. Reclassifications In connection with our adoption of Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers,” (Topic 606) on January 1, 2018, which is more fully described below, we have separately reflected (i) revenues from lease contracts and (ii) revenues from contracts with our customer. Because of this presentation of our revenues, we have also separately reflected cost of revenues and depreciation expense associated with lease contracts and contracts with our customer and have reclassified prior period amounts to conform to the 2018 presentation. In addition, certain amounts reported for the nine months ended September 30, 2017 and as of December 31, 2017 have been reclassified to conform to the 2018 presentation. 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. Revenue Recognition General We generate revenues from fee-based transportation and terminaling activities to transport and store crude oil and refined petroleum products using our pipelines and terminals under commercial agreements with Valero. Certain schedules under these agreements are classified as operating leases under existing lease accounting standards, with such revenues reflected as revenues from lease contracts on our statements of income. The remaining schedules under these agreements are service arrangements accounted for as revenues from contracts with our customer, and are reflected as revenues from contracts with customer on our statements of income. Revenue from Lease Contracts Lease revenues are recognized on a straight-line basis over the lease term. Contingent lease revenues are recognized for volumes in excess of minimum throughput commitments. Revenue from Contracts with Customer We adopted the provisions of Topic 606 on January 1, 2018, as described below in “Accounting Pronouncements Adopted on January 1, 2018.” Accordingly, our revenue recognition accounting policy has been revised to reflect the adoption of this standard. At contract inception, we assess the services promised in our contracts and identify a performance obligation for each promise to transfer to our customer a service (or bundle of services) that is distinct. Revenue from contracts with our customer is recognized over time at the amount of consideration we expect to receive as our performance obligation is satisfied. Our service primarily includes the delivery of crude oil and refined petroleum products that are ratably lifted by or delivered to our customer for its future use or future sale to its end customers. Under our transportation service agreements, the service provided is the delivery of crude oil and refined petroleum products to various points in our pipeline system. Although the products are delivered on a batch basis, we deliver a series of similar goods consecutively over time, therefore, the service is treated as a single performance obligation. Under our terminaling service agreement, the services provided for each terminal are the receipt, storage, and delivery of crude oil and refined petroleum products. These services are treated as a single performance obligation as we perform the service with the same pattern of transfer to our customer over time for which progress towards satisfying the performance obligation can be measured uniformly. The above performance obligations under the transportation service agreements and the terminaling service agreement are satisfied over time because (i) our customer simultaneously receives and consumes the benefits provided by our performance and (ii) another entity would not need to substantially reperform the work that we have completed to date. Our transaction price is based on a contractual rate, which may vary depending on volumes transported on a quarterly basis within each quarterly period. Some schedules contain a quarterly tier-pricing structure, whereby one rate is charged for volumes up to a certain number of average barrels per day and a reduced rate is charged for excess average barrels per day. For schedules that include such variable consideration, we estimate the factors driving the variable consideration to determine the transaction price. Our schedule with our customer states the final terms of the sale, including the description, quantity, and price of each service delivered. We invoice our customer the contractual rate based on the greater of throughput volumes or minimum throughput commitments. Payment is typically due in full within 10 days of receipt of billing, which occurs monthly. In the normal course of business, we do not have obligations for returns or refunds. Accounting Pronouncements Adopted on January 1, 2018 Topic 606 As previously noted, we adopted the provisions of Topic 606 on January 1, 2018. Topic 606 clarifies the principles for recognizing revenue and supersedes previous revenue recognition requirements under “Revenue Recognition (Topic 605),” using the modified retrospective method of adoption as permitted by the standard. Under this method, the cumulative effect of initially applying the standard is recognized as an adjustment to the opening balance of partners’ capital, and revenues reported in the periods prior to the date of adoption are not changed. We elected to apply the transition guidance for Topic 606 to individual contracts with our customer that were not completed as of the date of adoption. There was no material impact to our financial position as a result of adopting Topic 606; therefore, there was no cumulative-effect adjustment to partners’ capital as of January 1, 2018. Additionally, there was no material impact to our financial position or results of operations as of and for the three and nine months ended September 30, 2018 . See “Revenue Recognition” above for a discussion of our accounting policy affected by our adoption of Topic 606. Also see Note 5 for further information on our revenues. ASU No. 2016-01 In January 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” (ASU No. 2016-01) to enhance the reporting model for financial instruments regarding certain aspects of recognition, measurement, presentation, and disclosure. We adopted the provisions of ASU No. 2016-01 on January 1, 2018 using the cumulative-effect method of adoption as required by the ASU. The adoption of this ASU did not affect our financial position or our results of operations as of or for the three and nine months ended September 30, 2018 , but it resulted in reduced disclosures as it eliminated the requirement to disclose the methods and significant assumptions used to estimate the fair value of financial instruments. Accounting Pronouncements Not Yet Adopted Topic 842 In February 2016, the FASB issued “Leases (Topic 842),” (Topic 842) 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. This new standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods, with early adoption permitted. We will adopt this new standard on January 1, 2019, and we expect to use the optional transition method, which allows us to recognize a cumulative-effect adjustment to the opening balance of partners’ capital at the date of adoption and apply the new disclosure requirements beginning in the period of adoption. The new standard provides a number of optional practical expedients and we expect to elect the following: • Transition Elections . We expect to elect the package of practical expedients that permits us to not reassess under the new standard our prior conclusions about lease identification, lease classification, and initial direct costs, as well as the practical expedient that permits us to not assess existing land easements under the new standard. • Lessee Accounting Policy Elections. We expect to elect the short-term lease recognition exemption whereby right-of-use (ROU) assets and lease liabilities will not be recognized for leasing arrangements with terms less than one year, and the practical expedient to not separate lease and non-lease components for all classes of underlying assets other than the real estate asset class. • Lessor Accounting Policy Election. We expect to elect the practical expedient to account for lease and non-lease components in a contract as a single lease component for all classes of underlying assets. We are enhancing our contracting and lease evaluation systems and related processes, and we are developing a new lease accounting system to capture our leases and support the required disclosures. We have monitored and will continue to monitor the adoption process to ensure compliance with accounting and disclosure requirements. We also continue the integration of our lease accounting system with our general ledger, including the modifications to our related procurement and payment processes during the fourth quarter of 2018. We anticipate this standard will have a material impact on (i) the recognition of ROU assets and lease liabilities on our balance sheet for our operating leases and (ii) the presentation of new disclosures about our leasing activities. However, we do not expect adoption to have a material impact on our results of operations or liquidity. We expect our accounting for leases in which we are the lessor to remain substantially unchanged. ASU No. 2016-13 In June 2016, the FASB issued “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” (ASU No. 2016-13) to improve financial reporting by requiring the immediate recognition of credit losses on financial instruments held by a reporting entity. This ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. It also requires enhanced disclosures including qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. The provisions of this ASU are effective for annual reporting periods beginning after December 15, 2019, and interim periods within those annual reporting periods, with early adoption permitted for annual periods beginning after December 15, 2018. The provisions of this ASU should be applied through a cumulative-effect adjustment to partners’ capital as of the beginning of the first reporting period in which this ASU is effective ( i.e. , the modified-retrospective approach). We expect to adopt ASU No. 2016-13 effective January 1, 2020 and we do not expect such adoption to affect our financial position or our results of operations. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 2. ACQUISITIONS In connection with the following acquisitions, we entered into various agreements with Valero, including additional schedules to our commercial agreements, an omnibus agreement, a services and secondment agreement, and lease agreements for the use of land on which our assets are located. Red River Crude System On January 18, 2017 , we acquired a 40 percent undivided interest in (i) the Hewitt segment of Plains All American Pipeline, L.P.’s (Plains) Red River pipeline (the Hewitt segment), (ii) two 150,000 shell barrel capacity tanks located at Hewitt Station in Hewitt, Oklahoma (the Hewitt Storage Tanks), and (iii) a pipeline connection from Hewitt Station to Wasson Station (the Wasson Interconnect) (collectively, the Red River crude system) for total cash consideration of $71.8 million , which we funded with our cash on hand. This acquisition was accounted for as an acquisition of assets. The Hewitt segment consists of an approximately 138-mile, 16-inch crude oil pipeline with 150,000 barrels per day of throughput capacity that originates at Plains Marketing L.P.’s Cushing, Oklahoma terminal and ends at Hewitt Station. The pipeline supports Valero’s Ardmore Refinery and began supplying crude oil to Valero in January 2017. We retain a right to participate in any future expansions of the pipeline. We also entered into a Joint Ownership Agreement (JOA) and an Operating and Administrative Services Agreement with Plains concurrent with this acquisition. The JOA provides us with access to the remaining 60 percent of the capacity of the Hewitt Storage Tanks and the Wasson Interconnect and continues until terminated by mutual agreement. This access arrangement is accounted for as an operating lease. The administrative agreement facilitates the day-to-day operations and management functions of the pipeline for an initial five -year term and automatically renews for successive five -year terms. Parkway Pipeline On November 1, 2017 , we acquired Parkway Pipeline LLC, a subsidiary of Valero, that owns and operates an approximately 140-mile, 16-inch refined petroleum products pipeline (Parkway pipeline) with 110,000 barrels per day of capacity that transports refined petroleum products from Valero’s St. Charles Refinery, located in Norco, Louisiana, to Collins, Mississippi for supply into the Plantation and Colonial pipeline systems. We paid to Valero cash consideration of $200.0 million . We funded the cash distribution with $82.0 million of our cash on hand and $118.0 million of borrowings under the Revolver (defined in Note 4 ). This acquisition was accounted for as a transfer of assets between entities under the common control of Valero. Port Arthur Terminal On November 1, 2017 , we acquired Valero Partners Port Arthur, LLC, a subsidiary of Valero that owns certain terminaling assets (Port Arthur terminal) that support Valero’s Port Arthur Refinery for total consideration of $308.0 million , which consisted of (i) a cash distribution of $262.0 million and (ii) the issuance of 1,081,315 common units and 22,068 general partner units to Valero having an aggregate value of $46.0 million . We funded the cash distribution with $262.0 million of borrowings under the Revolver. This acquisition was accounted for as a transfer of assets between entities under the common control of Valero. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | 3. RELATED-PARTY TRANSACTIONS Summary of Transactions Related-Party Agreements Effective March 31, 2017 , we entered into a commercial agreement with Diamond Green Diesel Holdings LLC (DGD), a joint venture consolidated by Valero, to construct and operate a rail loading facility located at Valero’s St. Charles Refinery for the purpose of loading DGD’s renewable diesel onto railcars. The construction of the rail loading facility was completed in April 2017, and we began providing services to DGD in May 2017. In addition, we constructed a new 180,000 barrel storage tank and began leasing to DGD in April 2018. This commercial agreement, which includes both the rail loading facility and the storage tank, has an initial term that ends on June 30, 2033 , and contains minimum commitments for DGD’s use of the assets. Revenues – Related Party Revenues – related party include revenues from lease contracts and revenues from contracts with our customer, as further described in Note 5 . Related-Party Expenses The related-party expenses include costs of revenues, expenses, or financing activities provided to us by Valero and are reflected in the supplemental information disclosure on our statements of income. Concentration Risk All of our related-party balances resulted from transactions with Valero. Therefore, we are subject to the business risks associated with Valero’s business. Insurance Recoveries During the three and nine months ended September 30, 2017 , we experienced property damage losses and repair costs associated with Hurricane Harvey primarily at our Houston terminal and Port Arthur products system. As a result of these losses, we submitted claims under our insurance policies with Valero. The amount shown in our statements of income as other operating expenses reflects the uninsured portion of our losses. For the three and nine months ended September 30, 2017 , we recognized $2.3 million of insurance recoveries, which were recorded as a reduction to other operating expenses. |
Debt and Notes Payable - Relate
Debt and Notes Payable - Related Party | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
DEBT AND NOTES PAYABLE - RELATED PARTY | 4. DEBT AND NOTES PAYABLE – RELATED PARTY Debt Debt, at stated values consisted of the following (in thousands): Maturity Date September 30, December 31, 2017 Revolver November 2020 $ — $ 410,000 Senior Notes, 4.375% December 2026 500,000 500,000 Senior Notes, 4.5% March 2028 500,000 — Net unamortized discount and debt issuance costs (10,306 ) (4,717 ) Debt $ 989,694 $ 905,283 Revolver 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 . Borrowings under the Revolver bear interest at a variable rate. On March 29, 2018 , we repaid the outstanding balance of $410.0 million on the Revolver as discussed below. There was no activity related to the Revolver during the nine months ended September 30, 2017 . Senior Notes On March 29, 2018, we issued in a public offering $500.0 million aggregate principal amount of 4.5 percent Senior Notes due March 15, 2028 ( 4.5 percent Senior Notes). Gross proceeds from this debt issuance totaled $498.3 million before deducting the underwriting discount and other debt issuance costs totaling $4.5 million . We used the proceeds to repay the outstanding balance of $410.0 million under the Revolver and a portion of the outstanding balance under one of our Loan Agreements (defined below) with Valero. The 4.5 percent Senior Notes are unsecured and contain various customary restrictive covenants that, among other things, limit our ability to create or permit to exist liens, or to enter into any sale and leaseback transactions, with respect to principal properties, and limit our ability to merge or consolidate with any other entity or transfer or dispose of all or substantially all of our assets. These covenants are subject to a number of important qualifications and limitations. The 4.5 percent Senior Notes are not currently guaranteed by any of our subsidiaries. If in the future any of our subsidiaries becomes a borrower or guarantor under, or grants any lien to secure any obligations pursuant to, the Revolver, then we will cause such subsidiary to guarantee the 4.5 percent Senior Notes. Interest is payable semi-annually on March 15 and September 15, commencing on September 15, 2018. Notes Payable – Related Party We have two subordinated credit agreements with Valero (the Loan Agreements). Borrowings on the Loan Agreements bear interest at a variable rate, which was 3.6038 percent and 2.86069 percent as of September 30, 2018 and December 31, 2017 , respectively. On March 29, 2018 , we paid down $85.0 million under one of the Loan Agreements. There was no activity under the Loan Agreements for the nine months ended September 30, 2017 . The outstanding balance of these Loan Agreements was $285.0 million and $370.0 million as of September 30, 2018 and December 31, 2017 , respectively. Other Disclosures Interest and debt expense, net of capitalized interest was as follows (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Interest and debt expense incurred $ 14,442 $ 8,912 $ 40,809 $ 25,957 Less: Capitalized interest 94 165 282 370 Interest and debt expense, net of capitalized interest $ 14,348 $ 8,747 $ 40,527 $ 25,587 |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | 5. REVENUES Disaggregation of Revenues Revenues – related party disaggregated by activity type were as follows (in thousands): Pipeline Transportation Terminaling Storage and Other Total Three Months Ended September 30, 2018: Revenues from lease contracts $ 17,702 $ 93,874 $ 502 $ 112,078 Revenues from contracts with customer 13,861 13,215 1,436 28,512 Total revenues – related party $ 31,563 $ 107,089 $ 1,938 $ 140,590 Three Months Ended September 30, 2017: Revenues from lease contracts $ 11,197 $ 74,476 $ 138 $ 85,811 Revenues from contracts with customer 11,845 10,681 1,003 23,529 Total revenues – related party $ 23,042 $ 85,157 $ 1,141 $ 109,340 Nine Months Ended September 30, 2018: Revenues from lease contracts $ 53,584 $ 270,933 $ 1,138 $ 325,655 Revenues from contracts with customer 39,654 37,823 4,027 81,504 Total revenues – related party $ 93,238 $ 308,756 $ 5,165 $ 407,159 Nine Months Ended September 30, 2017: Revenues from lease contracts $ 33,379 $ 217,793 $ 408 $ 251,580 Revenues from contracts with customer 37,697 34,667 1,757 74,121 Total revenues – related party $ 71,076 $ 252,460 $ 2,165 $ 325,701 Operating Leases – Lessor As described in Note 1 , certain schedules under our commercial agreements with Valero are considered operating leases under U.S. GAAP. These agreements contain minimum throughput commitments and escalation clauses to adjust transportation tariffs and terminaling and storage fees to reflect changes in price indices. Revenues from lease contracts are reflected separately on our statements of income. The components of our revenues from lease contracts were as follows (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Minimum lease revenues $ 91,059 $ 70,588 $ 270,257 $ 208,859 Contingent lease revenues 21,019 15,223 55,398 42,721 Revenues from lease contracts $ 112,078 $ 85,811 $ 325,655 $ 251,580 Receivables from Contracts with Customer Our receivables from contracts with our customer are included in receivables – related party. These balances were $9.1 million and $8.3 million as of September 30, 2018 and January 1, 2018 , respectively. Future Minimum Rentals and Remaining Performance Obligations As of September 30, 2018 , future minimum rentals to be received for operating leases (described above) having initial or remaining noncancelable lease terms in excess of one year are shown below under “Lease Contracts,” and future revenues expected to be recognized from our remaining performance obligations from contracts with our customer with an original expected duration of greater than one year are shown below under “Contracts with Customer” (in thousands): Lease Contracts with Customer Remainder of 2018 $ 91,060 $ 20,462 2019 361,282 81,215 2020 362,268 81,426 2021 361,282 81,215 2022 361,282 81,215 Thereafter 2,914,596 116,994 Total $ 4,451,770 $ 462,527 Our lease contracts and our contracts with our customer contain annual inflation escalation clauses that are (i) deemed contingent rentals and variable consideration, respectively, and (ii) applied to the remainder of the contracts. The amounts presented above exclude any estimates for future rate changes due to these inflation rate escalations as prescribed by the contracts. |
Cash Distributions and Net Inco
Cash Distributions and Net Income Per Limited Partner Common Unit | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share and Partners' Capital [Abstract] | |
CASH DISTRIBUTIONS AND NET INCOME PER LIMITED PARTNER COMMON UNIT | 6. CASH DISTRIBUTIONS AND NET INCOME PER LIMITED PARTNER COMMON UNIT Cash Distributions Our partnership agreement prescribes the amount and priority of cash distributions that our limited partners 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, 2017 : Quarterly Period Ended Total Total Cash Declaration Record Distribution September 30, 2018 $ 0.5510 $ 56,081 October 18, 2018 November 1, 2018 November 9, 2018 June 30, 2018 0.5510 56,081 July 23, 2018 August 3, 2018 August 13, 2018 March 31, 2018 0.5275 52,826 April 19, 2018 May 1, 2018 May 9, 2018 December 31, 2017 0.5075 50,055 January 24, 2018 February 5, 2018 February 13, 2018 September 30, 2017 0.4800 46,242 October 19, 2017 November 1, 2017 November 9, 2017 June 30, 2017 0.4550 42,111 July 19, 2017 August 1, 2017 August 10, 2017 March 31, 2017 0.4275 38,043 April 20, 2017 May 2, 2017 May 11, 2017 December 31, 2016 0.4065 34,895 January 20, 2017 February 2, 2017 February 10, 2017 The Merger Agreement provides that prior to the closing of the Merger Transaction, our general partner may not declare, and we may not pay, any distribution other than the distribution of $0.551 per common unit that we declared for the third quarter of 2018 without the prior written consent of Valero. See Note 1 for further discussion of the Merger Transaction. Net Income per Limited Partner Common 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 the general partner’s incentive distribution rights (IDRs) and awards under our Valero Energy Partners LP 2013 Incentive Compensation Plan that receive distribution equivalent right (DER) payments. 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 common unit. Basic net income per limited partner common 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 common unit is also determined using the two-class method, unless the treasury stock method is more dilutive. For the three and nine months ended September 30, 2018 and 2017 , we used the two-class method to determine diluted net income per limited partner common unit. We did not have any potentially dilutive instruments outstanding during the three and nine months ended September 30, 2018 and 2017 . Net income per unit was computed as follows (in thousands, except per unit amounts): Three Months Ended September 30, 2018 General Limited Partners Common Units Restricted Total Public Valero Total Allocation of net income to determine net income available to limited partners: Distributions, excluding general partner’s IDRs $ 1,122 $ 12,388 $ 25,769 $ 38,157 $ — $ 39,279 General partner’s IDRs 16,796 — — — — 16,796 DERs — — — — 6 6 Distributions and DERs declared 17,918 12,388 25,769 38,157 6 56,081 Undistributed earnings 285 4,538 9,442 13,980 3 14,268 Net income available to limited partners – basic and diluted $ 18,203 $ 16,926 $ 35,211 $ 52,137 $ 9 $ 70,349 Net income per limited partner common unit – basic and diluted: Weighted-average units outstanding 69,251 Net income per limited partner common unit – basic and diluted $ 0.75 Three Months Ended September 30, 2017 General Limited Partners Common Units Restricted Total Public Valero Total Allocation of net income to determine net income available to limited partners: Distributions, excluding general partner’s IDRs $ 925 $ 10,789 $ 22,449 $ 33,238 $ — $ 34,163 General partner’s IDRs 12,074 — — — — 12,074 DERs — — — — 5 5 Distributions and DERs declared 12,999 10,789 22,449 33,238 5 46,242 Undistributed earnings 38 3,666 7,641 11,307 2 11,347 Net income available to limited partners – basic and diluted $ 13,037 $ 14,455 $ 30,090 $ 44,545 $ 7 $ 57,589 Net income per limited partner common unit – basic and diluted: Weighted-average units outstanding 68,163 Net income per limited partner common unit – basic and diluted $ 0.65 Nine Months Ended September 30, 2018 General Limited Partners Common Units Restricted Total Public Valero Total Allocation of net income to determine net income available to limited partners: Distributions, excluding general partner’s IDRs $ 3,300 $ 36,634 $ 76,209 $ 112,843 $ — $ 116,143 General partner’s IDRs 48,826 — — — — 48,826 DERs — — — — 19 19 Distributions and DERs declared 52,126 36,634 76,209 112,843 19 164,988 Undistributed earnings 709 11,279 23,465 34,744 6 35,459 Net income available to limited partners – basic and diluted $ 52,835 $ 47,913 $ 99,674 $ 147,587 $ 25 $ 200,447 Net income per limited partner common unit – basic and diluted: Weighted-average units outstanding 69,250 Net income per limited partner common unit – basic and diluted $ 2.13 Nine Months Ended September 30, 2017 General Limited Partners Common Units Restricted Total Public Valero Total Allocation of net income to determine net income available to limited partners: Distributions, excluding general partner’s IDRs $ 2,362 $ 30,620 $ 62,768 $ 93,388 $ — $ 95,750 General partner’s IDRs 30,631 — — — — 30,631 DERs — — — — 15 15 Distributions and DERs declared 32,993 30,620 62,768 93,388 15 126,396 Undistributed earnings 930 15,358 31,476 46,834 9 47,773 Net income available to limited partners – basic and diluted $ 33,923 $ 45,978 $ 94,244 $ 140,222 $ 24 $ 174,169 Net income per limited partner common unit – basic and diluted: Weighted-average units outstanding 67,997 Net income per limited partner common unit – basic and diluted $ 2.06 |
Partners' Capital
Partners' Capital | 9 Months Ended |
Sep. 30, 2018 | |
Partners' Capital Notes [Abstract] | |
PARTNERS' CAPITAL | 7. PARTNERS’ CAPITAL Unit Activity Activity in the number of units was as follows: Limited Partners General Total Common Unitholders Public Common Unitholder Valero Balance as of December 31, 2017 22,487,586 46,768,586 1,413,391 70,669,563 Unit-based compensation 5,898 — — 5,898 General partner units issued to maintain 2% interest — — 120 120 Balance as of September 30, 2018 22,493,484 46,768,586 1,413,511 70,675,581 Balance as of December 31, 2016 21,738,692 45,687,271 1,375,721 68,801,684 Unit-based compensation 5,997 — — 5,997 Units issued under ATM Program 742,897 — — 742,897 General partner units issued to maintain 2% interest — — 15,602 15,602 Balance as of September 30, 2017 22,487,586 45,687,271 1,391,323 69,566,180 ATM Program On September 16, 2016, we entered into an equity distribution agreement pursuant to which we may offer and sell from time to time our common units having an aggregate offering price of up to $350.0 million based on amounts, at prices, and on terms to be determined by market conditions and other factors at the time of our offerings (such continuous offering program, or at-the-market program, referred to as our “ATM Program”). As of September 30, 2018 , we have sold common units having an aggregate value of $45.5 million under our ATM Program, resulting in $304.5 million remaining available. There were no issuances of common units under our ATM Program for the nine months ended September 30, 2018 . The table below summarizes activities of the common units issued under our ATM Program and general partner units issued to maintain the 2.0 percent general partner interest in the Partnership for the nine months ended September 30, 2017 (in thousands, except unit amounts): Units Issued Total Proceeds Offering Costs Net Proceeds Common – public 742,897 $ 35,728 $ 542 $ 35,186 General partner 15,602 748 — 748 If the Merger Transaction is consummated, our common units will no longer be publicly traded and, as a result, we would not expect issuances of additional common units under our ATM Program following the closing of the Merger Transaction. See Note 1 for further discussion of the Merger Transaction. Transfers to (from) Partners Subsequent to the expiration of the subordination period on August 10, 2016, all of our common units have equal rights, including rights to distributions and to our net assets in the event of liquidation. As a result, a reallocation of the carrying values of our public common unitholders’ interest in us and Valero’s common unitholder interest in us is required when a change in ownership occurs in order for the portion of those carrying values associated with activity subsequent to the subordination period to be equal to the respective unitholders’ ownership interests (in units) in us. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | 8. 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): Nine Months Ended 2018 2017 Decrease (increase) in current assets: Receivables – related party $ 62 $ 894 Receivables (92 ) (225 ) Prepaid expenses and other 61 512 Increase (decrease) in current liabilities: Accounts payable (5,154 ) 1,361 Accounts payable – related party 4,246 1,433 Accrued liabilities (206 ) (283 ) Accrued liabilities – related party (824 ) (3,192 ) Accrued interest payable 4,768 5,173 Accrued interest payable – related party (141 ) 797 Taxes other than income taxes payable 2,142 1,518 Changes in current assets and current liabilities $ 4,862 $ 7,988 Cash flows related to interest and income taxes paid were as follows (in thousands): Nine Months Ended 2018 2017 Interest paid $ 35,067 $ 19,136 Income taxes paid 918 695 Noncash investing and financing activities that affected recognized assets or liabilities were as follows (in thousands): Nine Months Ended 2018 2017 Increase in accounts payable related to capital expenditures $ 4,921 $ 2,424 Noncash capital contributions from Valero for capital projects 31,732 27,866 In addition to the activities in the preceding table, noncash financing activities for the nine months ended September 30, 2018 and 2017 included the transfers to (from) partners to reflect the impact of ownership changes occurring as a result of the grant of restricted units made to each of our three independent directors and the issuance of equity under our ATM Program, respectively, as described in Note 7 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9. FAIR VALUE OF FINANCIAL INSTRUMENTS Financial instruments that we recognize in our balance sheets at their carrying amounts are shown in the table below along with their associated fair values (in thousands): Fair Value Hierarchy September 30, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents Level 1 $ 128,199 $ 128,199 $ 42,052 $ 42,052 Financial liabilities: Debt: Revolver Level 2 — — 410,000 410,000 Senior Notes Level 2 989,694 983,810 495,283 523,800 Notes payable – related party Level 2 285,000 285,000 370,000 370,000 |
Description of Business, Basi_2
Description of Business, Basis of Presentation, and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation General 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. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The balance sheet as of December 31, 2017 has been derived from our audited financial statements as of that date. 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, 2017 . Acquisitions from Valero The acquisitions of the Parkway pipeline and the Port Arthur terminal (both defined in Note 2 ) from Valero on November 1, 2017 were accounted for as transfers of assets between entities under the common control of Valero. Accordingly, we recorded these asset acquisitions on our balance sheet at Valero’s carrying value as of the acquisition date, and our prior period financial statements and financial information were not retrospectively adjusted for these acquisitions. |
Reclassifications | Reclassifications In connection with our adoption of Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers,” (Topic 606) on January 1, 2018, which is more fully described below, we have separately reflected (i) revenues from lease contracts and (ii) revenues from contracts with our customer. Because of this presentation of our revenues, we have also separately reflected cost of revenues and depreciation expense associated with lease contracts and contracts with our customer and have reclassified prior period amounts to conform to the 2018 presentation. In addition, certain amounts reported for the nine months ended September 30, 2017 and as of December 31, 2017 have been reclassified to conform to the 2018 presentation. |
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. |
Revenue Recognition | Revenue Recognition General We generate revenues from fee-based transportation and terminaling activities to transport and store crude oil and refined petroleum products using our pipelines and terminals under commercial agreements with Valero. Certain schedules under these agreements are classified as operating leases under existing lease accounting standards, with such revenues reflected as revenues from lease contracts on our statements of income. The remaining schedules under these agreements are service arrangements accounted for as revenues from contracts with our customer, and are reflected as revenues from contracts with customer on our statements of income. Revenue from Lease Contracts Lease revenues are recognized on a straight-line basis over the lease term. Contingent lease revenues are recognized for volumes in excess of minimum throughput commitments. Revenue from Contracts with Customer We adopted the provisions of Topic 606 on January 1, 2018, as described below in “Accounting Pronouncements Adopted on January 1, 2018.” Accordingly, our revenue recognition accounting policy has been revised to reflect the adoption of this standard. At contract inception, we assess the services promised in our contracts and identify a performance obligation for each promise to transfer to our customer a service (or bundle of services) that is distinct. Revenue from contracts with our customer is recognized over time at the amount of consideration we expect to receive as our performance obligation is satisfied. Our service primarily includes the delivery of crude oil and refined petroleum products that are ratably lifted by or delivered to our customer for its future use or future sale to its end customers. Under our transportation service agreements, the service provided is the delivery of crude oil and refined petroleum products to various points in our pipeline system. Although the products are delivered on a batch basis, we deliver a series of similar goods consecutively over time, therefore, the service is treated as a single performance obligation. Under our terminaling service agreement, the services provided for each terminal are the receipt, storage, and delivery of crude oil and refined petroleum products. These services are treated as a single performance obligation as we perform the service with the same pattern of transfer to our customer over time for which progress towards satisfying the performance obligation can be measured uniformly. The above performance obligations under the transportation service agreements and the terminaling service agreement are satisfied over time because (i) our customer simultaneously receives and consumes the benefits provided by our performance and (ii) another entity would not need to substantially reperform the work that we have completed to date. Our transaction price is based on a contractual rate, which may vary depending on volumes transported on a quarterly basis within each quarterly period. Some schedules contain a quarterly tier-pricing structure, whereby one rate is charged for volumes up to a certain number of average barrels per day and a reduced rate is charged for excess average barrels per day. For schedules that include such variable consideration, we estimate the factors driving the variable consideration to determine the transaction price. Our schedule with our customer states the final terms of the sale, including the description, quantity, and price of each service delivered. We invoice our customer the contractual rate based on the greater of throughput volumes or minimum throughput commitments. Payment is typically due in full within 10 days of receipt of billing, which occurs monthly. In the normal course of business, we do not have obligations for returns or refunds. |
New Accounting Pronouncements | Accounting Pronouncements Adopted on January 1, 2018 Topic 606 As previously noted, we adopted the provisions of Topic 606 on January 1, 2018. Topic 606 clarifies the principles for recognizing revenue and supersedes previous revenue recognition requirements under “Revenue Recognition (Topic 605),” using the modified retrospective method of adoption as permitted by the standard. Under this method, the cumulative effect of initially applying the standard is recognized as an adjustment to the opening balance of partners’ capital, and revenues reported in the periods prior to the date of adoption are not changed. We elected to apply the transition guidance for Topic 606 to individual contracts with our customer that were not completed as of the date of adoption. There was no material impact to our financial position as a result of adopting Topic 606; therefore, there was no cumulative-effect adjustment to partners’ capital as of January 1, 2018. Additionally, there was no material impact to our financial position or results of operations as of and for the three and nine months ended September 30, 2018 . See “Revenue Recognition” above for a discussion of our accounting policy affected by our adoption of Topic 606. Also see Note 5 for further information on our revenues. ASU No. 2016-01 In January 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” (ASU No. 2016-01) to enhance the reporting model for financial instruments regarding certain aspects of recognition, measurement, presentation, and disclosure. We adopted the provisions of ASU No. 2016-01 on January 1, 2018 using the cumulative-effect method of adoption as required by the ASU. The adoption of this ASU did not affect our financial position or our results of operations as of or for the three and nine months ended September 30, 2018 , but it resulted in reduced disclosures as it eliminated the requirement to disclose the methods and significant assumptions used to estimate the fair value of financial instruments. Accounting Pronouncements Not Yet Adopted Topic 842 In February 2016, the FASB issued “Leases (Topic 842),” (Topic 842) 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. This new standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods, with early adoption permitted. We will adopt this new standard on January 1, 2019, and we expect to use the optional transition method, which allows us to recognize a cumulative-effect adjustment to the opening balance of partners’ capital at the date of adoption and apply the new disclosure requirements beginning in the period of adoption. The new standard provides a number of optional practical expedients and we expect to elect the following: • Transition Elections . We expect to elect the package of practical expedients that permits us to not reassess under the new standard our prior conclusions about lease identification, lease classification, and initial direct costs, as well as the practical expedient that permits us to not assess existing land easements under the new standard. • Lessee Accounting Policy Elections. We expect to elect the short-term lease recognition exemption whereby right-of-use (ROU) assets and lease liabilities will not be recognized for leasing arrangements with terms less than one year, and the practical expedient to not separate lease and non-lease components for all classes of underlying assets other than the real estate asset class. • Lessor Accounting Policy Election. We expect to elect the practical expedient to account for lease and non-lease components in a contract as a single lease component for all classes of underlying assets. We are enhancing our contracting and lease evaluation systems and related processes, and we are developing a new lease accounting system to capture our leases and support the required disclosures. We have monitored and will continue to monitor the adoption process to ensure compliance with accounting and disclosure requirements. We also continue the integration of our lease accounting system with our general ledger, including the modifications to our related procurement and payment processes during the fourth quarter of 2018. We anticipate this standard will have a material impact on (i) the recognition of ROU assets and lease liabilities on our balance sheet for our operating leases and (ii) the presentation of new disclosures about our leasing activities. However, we do not expect adoption to have a material impact on our results of operations or liquidity. We expect our accounting for leases in which we are the lessor to remain substantially unchanged. ASU No. 2016-13 In June 2016, the FASB issued “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” (ASU No. 2016-13) to improve financial reporting by requiring the immediate recognition of credit losses on financial instruments held by a reporting entity. This ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. It also requires enhanced disclosures including qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. The provisions of this ASU are effective for annual reporting periods beginning after December 15, 2019, and interim periods within those annual reporting periods, with early adoption permitted for annual periods beginning after December 15, 2018. The provisions of this ASU should be applied through a cumulative-effect adjustment to partners’ capital as of the beginning of the first reporting period in which this ASU is effective ( i.e. , the modified-retrospective approach). We expect to adopt ASU No. 2016-13 effective January 1, 2020 and we do not expect such adoption to affect our financial position or our results of operations. |
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 the general partner’s incentive distribution rights (IDRs) and awards under our Valero Energy Partners LP 2013 Incentive Compensation Plan that receive distribution equivalent right (DER) payments. 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 common unit. Basic net income per limited partner common 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 common unit is also determined using the two-class method, unless the treasury stock method is more dilutive. |
Debt and Notes Payable - Rela_2
Debt and Notes Payable - Related Party (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt, at stated values consisted of the following (in thousands): Maturity Date September 30, December 31, 2017 Revolver November 2020 $ — $ 410,000 Senior Notes, 4.375% December 2026 500,000 500,000 Senior Notes, 4.5% March 2028 500,000 — Net unamortized discount and debt issuance costs (10,306 ) (4,717 ) Debt $ 989,694 $ 905,283 |
Interest and debt expense, net of capitalized interest | Interest and debt expense, net of capitalized interest was as follows (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Interest and debt expense incurred $ 14,442 $ 8,912 $ 40,809 $ 25,957 Less: Capitalized interest 94 165 282 370 Interest and debt expense, net of capitalized interest $ 14,348 $ 8,747 $ 40,527 $ 25,587 |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenues | Revenues – related party disaggregated by activity type were as follows (in thousands): Pipeline Transportation Terminaling Storage and Other Total Three Months Ended September 30, 2018: Revenues from lease contracts $ 17,702 $ 93,874 $ 502 $ 112,078 Revenues from contracts with customer 13,861 13,215 1,436 28,512 Total revenues – related party $ 31,563 $ 107,089 $ 1,938 $ 140,590 Three Months Ended September 30, 2017: Revenues from lease contracts $ 11,197 $ 74,476 $ 138 $ 85,811 Revenues from contracts with customer 11,845 10,681 1,003 23,529 Total revenues – related party $ 23,042 $ 85,157 $ 1,141 $ 109,340 Nine Months Ended September 30, 2018: Revenues from lease contracts $ 53,584 $ 270,933 $ 1,138 $ 325,655 Revenues from contracts with customer 39,654 37,823 4,027 81,504 Total revenues – related party $ 93,238 $ 308,756 $ 5,165 $ 407,159 Nine Months Ended September 30, 2017: Revenues from lease contracts $ 33,379 $ 217,793 $ 408 $ 251,580 Revenues from contracts with customer 37,697 34,667 1,757 74,121 Total revenues – related party $ 71,076 $ 252,460 $ 2,165 $ 325,701 |
Lessor disclosure of operating leases | The components of our revenues from lease contracts were as follows (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Minimum lease revenues $ 91,059 $ 70,588 $ 270,257 $ 208,859 Contingent lease revenues 21,019 15,223 55,398 42,721 Revenues from lease contracts $ 112,078 $ 85,811 $ 325,655 $ 251,580 |
Future minimum rentals to be received for operating leases | As of September 30, 2018 , future minimum rentals to be received for operating leases (described above) having initial or remaining noncancelable lease terms in excess of one year are shown below under “Lease Contracts,” and future revenues expected to be recognized from our remaining performance obligations from contracts with our customer with an original expected duration of greater than one year are shown below under “Contracts with Customer” (in thousands): Lease Contracts with Customer Remainder of 2018 $ 91,060 $ 20,462 2019 361,282 81,215 2020 362,268 81,426 2021 361,282 81,215 2022 361,282 81,215 Thereafter 2,914,596 116,994 Total $ 4,451,770 $ 462,527 |
Remaining performance obligations from contracts with customer | As of September 30, 2018 , future minimum rentals to be received for operating leases (described above) having initial or remaining noncancelable lease terms in excess of one year are shown below under “Lease Contracts,” and future revenues expected to be recognized from our remaining performance obligations from contracts with our customer with an original expected duration of greater than one year are shown below under “Contracts with Customer” (in thousands): Lease Contracts with Customer Remainder of 2018 $ 91,060 $ 20,462 2019 361,282 81,215 2020 362,268 81,426 2021 361,282 81,215 2022 361,282 81,215 Thereafter 2,914,596 116,994 Total $ 4,451,770 $ 462,527 |
Cash Distributions and Net In_2
Cash Distributions and Net Income Per Limited Partner Common Unit (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share and 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, 2017 : Quarterly Period Ended Total Total Cash Declaration Record Distribution September 30, 2018 $ 0.5510 $ 56,081 October 18, 2018 November 1, 2018 November 9, 2018 June 30, 2018 0.5510 56,081 July 23, 2018 August 3, 2018 August 13, 2018 March 31, 2018 0.5275 52,826 April 19, 2018 May 1, 2018 May 9, 2018 December 31, 2017 0.5075 50,055 January 24, 2018 February 5, 2018 February 13, 2018 September 30, 2017 0.4800 46,242 October 19, 2017 November 1, 2017 November 9, 2017 June 30, 2017 0.4550 42,111 July 19, 2017 August 1, 2017 August 10, 2017 March 31, 2017 0.4275 38,043 April 20, 2017 May 2, 2017 May 11, 2017 December 31, 2016 0.4065 34,895 January 20, 2017 February 2, 2017 February 10, 2017 |
Computation of net income per unit | Net income per unit was computed as follows (in thousands, except per unit amounts): Three Months Ended September 30, 2018 General Limited Partners Common Units Restricted Total Public Valero Total Allocation of net income to determine net income available to limited partners: Distributions, excluding general partner’s IDRs $ 1,122 $ 12,388 $ 25,769 $ 38,157 $ — $ 39,279 General partner’s IDRs 16,796 — — — — 16,796 DERs — — — — 6 6 Distributions and DERs declared 17,918 12,388 25,769 38,157 6 56,081 Undistributed earnings 285 4,538 9,442 13,980 3 14,268 Net income available to limited partners – basic and diluted $ 18,203 $ 16,926 $ 35,211 $ 52,137 $ 9 $ 70,349 Net income per limited partner common unit – basic and diluted: Weighted-average units outstanding 69,251 Net income per limited partner common unit – basic and diluted $ 0.75 Three Months Ended September 30, 2017 General Limited Partners Common Units Restricted Total Public Valero Total Allocation of net income to determine net income available to limited partners: Distributions, excluding general partner’s IDRs $ 925 $ 10,789 $ 22,449 $ 33,238 $ — $ 34,163 General partner’s IDRs 12,074 — — — — 12,074 DERs — — — — 5 5 Distributions and DERs declared 12,999 10,789 22,449 33,238 5 46,242 Undistributed earnings 38 3,666 7,641 11,307 2 11,347 Net income available to limited partners – basic and diluted $ 13,037 $ 14,455 $ 30,090 $ 44,545 $ 7 $ 57,589 Net income per limited partner common unit – basic and diluted: Weighted-average units outstanding 68,163 Net income per limited partner common unit – basic and diluted $ 0.65 Nine Months Ended September 30, 2018 General Limited Partners Common Units Restricted Total Public Valero Total Allocation of net income to determine net income available to limited partners: Distributions, excluding general partner’s IDRs $ 3,300 $ 36,634 $ 76,209 $ 112,843 $ — $ 116,143 General partner’s IDRs 48,826 — — — — 48,826 DERs — — — — 19 19 Distributions and DERs declared 52,126 36,634 76,209 112,843 19 164,988 Undistributed earnings 709 11,279 23,465 34,744 6 35,459 Net income available to limited partners – basic and diluted $ 52,835 $ 47,913 $ 99,674 $ 147,587 $ 25 $ 200,447 Net income per limited partner common unit – basic and diluted: Weighted-average units outstanding 69,250 Net income per limited partner common unit – basic and diluted $ 2.13 Nine Months Ended September 30, 2017 General Limited Partners Common Units Restricted Total Public Valero Total Allocation of net income to determine net income available to limited partners: Distributions, excluding general partner’s IDRs $ 2,362 $ 30,620 $ 62,768 $ 93,388 $ — $ 95,750 General partner’s IDRs 30,631 — — — — 30,631 DERs — — — — 15 15 Distributions and DERs declared 32,993 30,620 62,768 93,388 15 126,396 Undistributed earnings 930 15,358 31,476 46,834 9 47,773 Net income available to limited partners – basic and diluted $ 33,923 $ 45,978 $ 94,244 $ 140,222 $ 24 $ 174,169 Net income per limited partner common unit – basic and diluted: Weighted-average units outstanding 67,997 Net income per limited partner common unit – basic and diluted $ 2.06 |
Partners' Capital (Tables)
Partners' Capital (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Partners' Capital Notes [Abstract] | |
Activity in the number of units | Activity in the number of units was as follows: Limited Partners General Total Common Unitholders Public Common Unitholder Valero Balance as of December 31, 2017 22,487,586 46,768,586 1,413,391 70,669,563 Unit-based compensation 5,898 — — 5,898 General partner units issued to maintain 2% interest — — 120 120 Balance as of September 30, 2018 22,493,484 46,768,586 1,413,511 70,675,581 Balance as of December 31, 2016 21,738,692 45,687,271 1,375,721 68,801,684 Unit-based compensation 5,997 — — 5,997 Units issued under ATM Program 742,897 — — 742,897 General partner units issued to maintain 2% interest — — 15,602 15,602 Balance as of September 30, 2017 22,487,586 45,687,271 1,391,323 69,566,180 |
Schedule of common units issued under ATM Program | The table below summarizes activities of the common units issued under our ATM Program and general partner units issued to maintain the 2.0 percent general partner interest in the Partnership for the nine months ended September 30, 2017 (in thousands, except unit amounts): Units Issued Total Proceeds Offering Costs Net Proceeds Common – public 742,897 $ 35,728 $ 542 $ 35,186 General partner 15,602 748 — 748 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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): Nine Months Ended 2018 2017 Decrease (increase) in current assets: Receivables – related party $ 62 $ 894 Receivables (92 ) (225 ) Prepaid expenses and other 61 512 Increase (decrease) in current liabilities: Accounts payable (5,154 ) 1,361 Accounts payable – related party 4,246 1,433 Accrued liabilities (206 ) (283 ) Accrued liabilities – related party (824 ) (3,192 ) Accrued interest payable 4,768 5,173 Accrued interest payable – related party (141 ) 797 Taxes other than income taxes payable 2,142 1,518 Changes in current assets and current liabilities $ 4,862 $ 7,988 Cash flows related to interest and income taxes paid were as follows (in thousands): Nine Months Ended 2018 2017 Interest paid $ 35,067 $ 19,136 Income taxes paid 918 695 |
Supplemental cash flow disclosures, noncash activities | Noncash investing and financing activities that affected recognized assets or liabilities were as follows (in thousands): Nine Months Ended 2018 2017 Increase in accounts payable related to capital expenditures $ 4,921 $ 2,424 Noncash capital contributions from Valero for capital projects 31,732 27,866 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial instruments recognized on balance sheet at carrying value | Financial instruments that we recognize in our balance sheets at their carrying amounts are shown in the table below along with their associated fair values (in thousands): Fair Value Hierarchy September 30, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents Level 1 $ 128,199 $ 128,199 $ 42,052 $ 42,052 Financial liabilities: Debt: Revolver Level 2 — — 410,000 410,000 Senior Notes Level 2 989,694 983,810 495,283 523,800 Notes payable – related party Level 2 285,000 285,000 370,000 370,000 |
Description of Business, Basi_3
Description of Business, Basis of Presentation, and Significant Accounting Policies (Details) | 9 Months Ended | |
Sep. 30, 2018refinery | Oct. 18, 2018$ / shares | |
Related Party Transaction [Line Items] | ||
Formation date | Jul. 24, 2013 | |
Payment typically due, period post receipt of billing | 10 days | |
Valero [Member] | Subsequent Event [Member] | Valero Energy Partners [Member] | ||
Related Party Transaction [Line Items] | ||
Merger Agreement, share price to be paid in cash for each common unit (dollars per unit) | $ / shares | $ 42.25 | |
Majority Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Number of Valero owned refineries | refinery | 10 |
Acquisitions, Narrative (Detail
Acquisitions, Narrative (Details) bbl / d in Thousands, bbl in Thousands, $ in Millions | Nov. 01, 2017USD ($)bbl / dshares | Jan. 18, 2017USD ($)bbl / dpropertybbl | Sep. 30, 2018 |
Red River Crude System [Member] | Pipelines and Related Assets [Member] | |||
Business Acquisition [Line Items] | |||
Date of asset acquisition | Jan. 18, 2017 | ||
Undivided ownership interest acquired (percent) | 40.00% | ||
Number of properties | property | 2 | ||
Storage capacity (barrels) | bbl | 150 | ||
Cash consideration | $ 71.8 | ||
Throughput capacity (barrels per day) | bbl / d | 150 | ||
Red River Crude System [Member] | Pipelines and Related Assets [Member] | Joint Ownership Agreement (JOA) and Operating and Administrative Services Agreement with Plains [Member] | |||
Business Acquisition [Line Items] | |||
Duration of agreement | 5 years | ||
Duration of renewal option | 5 years | ||
Red River Crude System [Member] | Pipelines and Related Assets [Member] | Plains All American Pipeline L.P.’s (Plains) [Member] | Joint Ownership Agreement (JOA) and Operating and Administrative Services Agreement with Plains [Member] | |||
Business Acquisition [Line Items] | |||
Undivided ownership interest acquired (percent) | 60.00% | ||
Parkway Pipeline [Member] | Revolver [Member] | |||
Business Acquisition [Line Items] | |||
Proceeds from debt borrowings | $ 118 | ||
Parkway Pipeline [Member] | Majority Shareholder [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 82 | ||
Parkway Pipeline [Member] | Pipelines and Related Assets [Member] | Majority Shareholder [Member] | |||
Business Acquisition [Line Items] | |||
Date of asset acquisition | Nov. 1, 2017 | ||
Throughput capacity (barrels per day) | bbl / d | 110 | ||
Consideration transferred for acquisition of assets | $ 200 | ||
Port Arthur Terminal [Member] | Revolver [Member] | |||
Business Acquisition [Line Items] | |||
Proceeds from debt borrowings | 262 | ||
Port Arthur Terminal [Member] | Majority Shareholder [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | 262 | ||
Aggregate value of units issued to Valero Energy Corporation in connection with acquisition | $ 46 | ||
Port Arthur Terminal [Member] | Majority Shareholder [Member] | Limited Partner [Member] | Common Unitholder Valero [Member] | |||
Business Acquisition [Line Items] | |||
Units issued in connection with acquisition (units) | shares | 1,081,315 | ||
Port Arthur Terminal [Member] | Majority Shareholder [Member] | General Partner Valero [Member] | |||
Business Acquisition [Line Items] | |||
Units issued in connection with acquisition (units) | shares | 22,068 | ||
Port Arthur Terminal [Member] | Pipelines and Related Assets [Member] | Majority Shareholder [Member] | |||
Business Acquisition [Line Items] | |||
Date of asset acquisition | Nov. 1, 2017 | ||
Consideration transferred for acquisition of assets | $ 308 |
Related-Party Transactions (Det
Related-Party Transactions (Details) bbl in Thousands, $ in Millions | Mar. 31, 2017bbl | Sep. 30, 2017USD ($) | Sep. 30, 2018 | Sep. 30, 2017USD ($) |
Majority Shareholder [Member] | ||||
Related Party Transaction [Line Items] | ||||
Insurance recoveries | $ | $ 2.3 | $ 2.3 | ||
Commercial Agreements [Member] | ||||
Related Party Transaction [Line Items] | ||||
Volume of storage tank (barrels) | bbl | 180 | |||
Agreement expiration date, initial term | Jun. 30, 2033 |
Debt and Notes Payable - Rela_3
Debt and Notes Payable - Related Party, Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 29, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Net unamortized discount and debt issuance costs | $ (10,306) | $ (4,717) | |
Debt | 989,694 | 905,283 | |
Line of Credit [Member] | VLP Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Debt, gross | 0 | 410,000 | |
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt | $ 989,694 | 495,283 | |
Senior Notes [Member] | Senior Notes Due December 2026 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, stated rate (percent) | 4.375% | ||
Debt, gross | $ 500,000 | 500,000 | |
Senior Notes [Member] | Senior Notes Due March 2028 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, stated rate (percent) | 4.50% | 4.50% | |
Debt, gross | $ 500,000 | $ 0 |
Debt and Notes Payable - Rela_4
Debt and Notes Payable - Related Party, Revolver (Details) - Line of Credit [Member] - USD ($) | Mar. 29, 2018 | Sep. 30, 2018 |
Revolver [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 | |
Repayments on line of credit | $ 410,000,000 | |
Letter of Credit [Member] | ||
Revolving Credit Facility (Textual) | ||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 |
Debt and Notes Payable - Rela_5
Debt and Notes Payable - Related Party, Senior Notes (Details) - USD ($) | Mar. 29, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Debt Instrument [Line Items] | |||
Proceeds from issuance of senior notes | $ 498,300,000 | $ 0 | |
Payment of debt issuance costs | $ 4,464,000 | $ 492,000 | |
Senior Notes [Member] | Senior Notes Due March 2028 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, face amount | $ 500,000,000 | ||
Senior notes, stated rate (percent) | 4.50% | 4.50% | |
Senior notes, maturity date | Mar. 15, 2028 | ||
Proceeds from issuance of senior notes | $ 498,300,000 | ||
Payment of debt issuance costs | 4,500,000 | ||
Line of Credit [Member] | Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Repayments on line of credit | $ 410,000,000 |
Debt and Notes Payable - Rela_6
Debt and Notes Payable - Related Party, Notes Payable - Related Party (Details) - USD ($) $ in Thousands | Mar. 29, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Subordinated Credit Agreement (Textual) | |||
Notes payable – related party | $ 285,000 | $ 370,000 | |
Subordinated Debt [Member] | Majority Shareholder [Member] | |||
Subordinated Credit Agreement (Textual) | |||
Repayments under loan agreement | $ 85,000 | ||
Notes payable – related party | $ 285,000 | $ 370,000 | |
Subordinated Credit Agreements With Valero [Member] | Subordinated Debt [Member] | Majority Shareholder [Member] | |||
Subordinated Credit Agreement (Textual) | |||
Subordinated credit agreements, rate at period end (percent) | 3.6038% | 2.86069% |
Debt and Notes Payable - Rela_7
Debt and Notes Payable - Related Party, Other Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Debt Disclosure [Abstract] | |||||
Interest and debt expense incurred | $ 14,442 | $ 8,912 | $ 40,809 | $ 25,957 | |
Less: Capitalized interest | 94 | 165 | 282 | 370 | |
Interest and debt expense, net of capitalized interest | [1] | $ 14,348 | $ 8,747 | $ 40,527 | $ 25,587 |
[1] | Includes interest and debt expense – related party of $2,615 thousand and $2,579 thousand for the three months ended September 30, 2018 and 2017, respectively, and $7,925 thousand and $7,029 thousand for the nine months ended September 30, 2018 and 2017, respectively. |
Revenues, Disaggregation of Rev
Revenues, Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues from lease contracts | $ 112,078 | $ 85,811 | $ 325,655 | $ 251,580 |
Revenues from contracts with customer | 28,512 | 23,529 | 81,504 | 74,121 |
Total revenues – related party | 140,590 | 109,340 | 407,159 | 325,701 |
Pipeline Transportation [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from lease contracts | 17,702 | 11,197 | 53,584 | 33,379 |
Revenues from contracts with customer | 13,861 | 11,845 | 39,654 | 37,697 |
Total revenues – related party | 31,563 | 23,042 | 93,238 | 71,076 |
Terminaling [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from lease contracts | 93,874 | 74,476 | 270,933 | 217,793 |
Revenues from contracts with customer | 13,215 | 10,681 | 37,823 | 34,667 |
Total revenues – related party | 107,089 | 85,157 | 308,756 | 252,460 |
Storage and Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from lease contracts | 502 | 138 | 1,138 | 408 |
Revenues from contracts with customer | 1,436 | 1,003 | 4,027 | 1,757 |
Total revenues – related party | $ 1,938 | $ 1,141 | $ 5,165 | $ 2,165 |
Revenues, Operating Leases - Le
Revenues, Operating Leases - Lessor (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Leases, Lease Revenue | ||||
Minimum lease revenues | $ 91,059 | $ 70,588 | $ 270,257 | $ 208,859 |
Contingent lease revenues | 21,019 | 15,223 | 55,398 | 42,721 |
Revenues from lease contracts | $ 112,078 | $ 85,811 | $ 325,655 | $ 251,580 |
Revenues, Receivables from Cont
Revenues, Receivables from Contracts with Customer (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Receivables from contracts with customer, included in receivables – related party | $ 46,434 | $ 46,496 | |
Revenue from Contracts with Customer [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Receivables from contracts with customer, included in receivables – related party | $ 9,100 | $ 8,300 |
Revenues, Future Minimum Rental
Revenues, Future Minimum Rentals (Details) - Majority Shareholder [Member] $ in Thousands | Sep. 30, 2018USD ($) |
Future Minimum Rentals to be Received on Noncancelable Lease Agreements | |
Remainder of 2018 | $ 91,060 |
2,019 | 361,282 |
2,020 | 362,268 |
2,021 | 361,282 |
2,022 | 361,282 |
Thereafter | 2,914,596 |
Total minimum rental payments | $ 4,451,770 |
Revenues, Remaining Performance
Revenues, Remaining Performance Obligations (Details) - Majority Shareholder [Member] $ in Thousands | Sep. 30, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenues expected to be recognized for our remaining performance obligations from contracts with our customer | $ 20,462 |
Expected timing of performance obligation satisfaction | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenues expected to be recognized for our remaining performance obligations from contracts with our customer | $ 81,215 |
Expected timing of performance obligation satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenues expected to be recognized for our remaining performance obligations from contracts with our customer | $ 81,426 |
Expected timing of performance obligation satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenues expected to be recognized for our remaining performance obligations from contracts with our customer | $ 81,215 |
Expected timing of performance obligation satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenues expected to be recognized for our remaining performance obligations from contracts with our customer | $ 116,994 |
Expected timing of performance obligation satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenues expected to be recognized for our remaining performance obligations from contracts with our customer | $ 462,527 |
Expected timing of performance obligation satisfaction |
Cash Distributions and Net In_3
Cash Distributions and Net Income Per Limited Partner Common Unit, Cash Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 18, 2018 | Aug. 13, 2018 | May 09, 2018 | Feb. 13, 2018 | Nov. 09, 2017 | Aug. 10, 2017 | May 11, 2017 | Feb. 10, 2017 |
Quarterly Cash Distributions | ||||||||
Total quarterly distribution (dollars per unit) | $ 0.5510 | $ 0.5275 | $ 0.5075 | $ 0.4800 | $ 0.4550 | $ 0.4275 | $ 0.4065 | |
Distributions | $ 56,081 | $ 52,826 | $ 50,055 | $ 46,242 | $ 42,111 | $ 38,043 | $ 34,895 | |
Subsequent Event [Member] | ||||||||
Quarterly Cash Distributions | ||||||||
Total quarterly distribution (dollars per unit) | $ 0.5510 | |||||||
Distributions | $ 56,081 |
Cash Distributions and Net In_4
Cash Distributions and Net Income Per Limited Partner Common Unit, Net Income Per Limited Partner Common Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Allocation of net income to determine net income available to limited partners: | ||||
Distributions, excluding general partner’s IDRs | $ 39,279 | $ 34,163 | $ 116,143 | $ 95,750 |
General partner’s IDRs | 16,796 | 12,074 | 48,826 | 30,631 |
DERs | 6 | 5 | 19 | 15 |
Distributions and DERs declared | 56,081 | 46,242 | 164,988 | 126,396 |
Undistributed earnings | 14,268 | 11,347 | 35,459 | 47,773 |
Net income available to limited partners – basic and diluted | $ 70,349 | $ 57,589 | $ 200,447 | $ 174,169 |
Net income per limited partner common unit – basic and diluted: | ||||
Weighted-average units outstanding (units) | 69,251 | 68,163 | 69,250 | 67,997 |
Net income per limited partner common unit – basic and diluted (dollars per unit) | $ 0.75 | $ 0.65 | $ 2.13 | $ 2.06 |
General Partner Valero [Member] | ||||
Allocation of net income to determine net income available to limited partners: | ||||
Distributions, excluding general partner’s IDRs | $ 1,122 | $ 925 | $ 3,300 | $ 2,362 |
General partner’s IDRs | 16,796 | 12,074 | 48,826 | 30,631 |
Distributions and DERs declared | 17,918 | 12,999 | 52,126 | 32,993 |
Undistributed earnings | 285 | 38 | 709 | 930 |
Net income available to limited partners – basic and diluted | 18,203 | 13,037 | 52,835 | 33,923 |
Limited Partner [Member] | ||||
Allocation of net income to determine net income available to limited partners: | ||||
Distributions, excluding general partner’s IDRs | 38,157 | 33,238 | 112,843 | 93,388 |
Distributions and DERs declared | 38,157 | 33,238 | 112,843 | 93,388 |
Undistributed earnings | 13,980 | 11,307 | 34,744 | 46,834 |
Net income available to limited partners – basic and diluted | 52,137 | 44,545 | 147,587 | 140,222 |
Limited Partner [Member] | Common Unitholders Public [Member] | ||||
Allocation of net income to determine net income available to limited partners: | ||||
Distributions, excluding general partner’s IDRs | 12,388 | 10,789 | 36,634 | 30,620 |
Distributions and DERs declared | 12,388 | 10,789 | 36,634 | 30,620 |
Undistributed earnings | 4,538 | 3,666 | 11,279 | 15,358 |
Net income available to limited partners – basic and diluted | $ 16,926 | $ 14,455 | $ 47,913 | $ 45,978 |
Net income per limited partner common unit – basic and diluted: | ||||
Weighted-average units outstanding (units) | 69,251 | 68,163 | 69,250 | 67,997 |
Net income per limited partner common unit – basic and diluted (dollars per unit) | $ 0.75 | $ 0.65 | $ 2.13 | $ 2.06 |
Limited Partner [Member] | Common Unitholder Valero [Member] | ||||
Allocation of net income to determine net income available to limited partners: | ||||
Distributions, excluding general partner’s IDRs | $ 25,769 | $ 22,449 | $ 76,209 | $ 62,768 |
Distributions and DERs declared | 25,769 | 22,449 | 76,209 | 62,768 |
Undistributed earnings | 9,442 | 7,641 | 23,465 | 31,476 |
Net income available to limited partners – basic and diluted | 35,211 | 30,090 | 99,674 | 94,244 |
Restricted Units [Member] | ||||
Allocation of net income to determine net income available to limited partners: | ||||
DERs | 6 | 5 | 19 | 15 |
Distributions and DERs declared | 6 | 5 | 19 | 15 |
Undistributed earnings | 3 | 2 | 6 | 9 |
Net income available to limited partners – basic and diluted | $ 9 | $ 7 | $ 25 | $ 24 |
Partners' Capital Partners' Cap
Partners' Capital Partners' Capital, Unit Activity (Details) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Partners' Capital Roll Forward (Units) | ||
Beginning balance (units) | 70,669,563 | 68,801,684 |
Unit-based compensation (units) | 5,898 | 5,997 |
Units issued under ATM Program (units) | 742,897 | |
General partner units issued to maintain 2% interest (units) | 120 | 15,602 |
Ending balance (units) | 70,675,581 | 69,566,180 |
Limited Partner [Member] | Common Unitholders Public [Member] | ||
Partners' Capital Roll Forward (Units) | ||
Beginning balance (units) | 22,487,586 | 21,738,692 |
Unit-based compensation (units) | 5,898 | 5,997 |
Units issued under ATM Program (units) | 742,897 | |
Ending balance (units) | 22,493,484 | 22,487,586 |
Limited Partner [Member] | Common Unitholder Valero [Member] | ||
Partners' Capital Roll Forward (Units) | ||
Beginning balance (units) | 46,768,586 | 45,687,271 |
Ending balance (units) | 46,768,586 | 45,687,271 |
General Partner Valero [Member] | ||
Partners' Capital Roll Forward (Units) | ||
Beginning balance (units) | 1,413,391 | 1,375,721 |
General partner units issued to maintain 2% interest (units) | 120 | 15,602 |
Ending balance (units) | 1,413,511 | 1,391,323 |
Partners' Capital, ATM Program'
Partners' Capital, ATM Program's Narrative (Details) - USD ($) | 9 Months Ended | 25 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 16, 2016 | |
Partners’ capital: | ||||
Proceeds from common units issued, gross | $ 5,000 | $ 34,177,000 | ||
Majority Shareholder [Member] | ||||
Partners’ capital: | ||||
General partner ownership interest (percent) | 2.00% | |||
Public Offering [Member] | ||||
Partners’ capital: | ||||
Aggregate offering price of common units | $ 350,000,000 | |||
Proceeds from common units issued, gross | $ 45,500,000 | |||
Equity remaining available for issuance | $ 304,500,000 | $ 304,500,000 |
Partners' Capital Partners' C_2
Partners' Capital Partners' Capital, Schedule of Common Units Issued Under ATM Program (Details) - USD ($) $ in Thousands | 9 Months Ended | 25 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | |
Limited Partners' Capital Account [Line Items] | |||
Public common units issued (units) | 742,897 | ||
Proceeds from common units issued, gross | $ 5 | $ 34,177 | |
Common units offering costs | $ 0 | $ 542 | |
General partner units issued (units) | 120 | 15,602 | |
Proceeds from general partner units issued | $ 5 | $ 748 | |
Limited Partner [Member] | Common Unitholders Public [Member] | |||
Limited Partners' Capital Account [Line Items] | |||
Public common units issued (units) | 742,897 | ||
Proceeds from common units issued, gross | 0 | $ 33,429 | |
General Partner [Member] | |||
Limited Partners' Capital Account [Line Items] | |||
Proceeds from common units issued, gross | $ 5 | $ 748 | |
General partner units issued (units) | 120 | 15,602 | |
Public Offering [Member] | |||
Limited Partners' Capital Account [Line Items] | |||
Proceeds from common units issued, gross | $ 45,500 | ||
Public Offering [Member] | Limited Partner [Member] | Common Unitholders Public [Member] | |||
Limited Partners' Capital Account [Line Items] | |||
Public common units issued (units) | 742,897 | ||
Proceeds from common units issued, gross | $ 35,728 | ||
Common units offering costs | 542 | ||
Proceeds from common units issued, net | $ 35,186 | ||
General Partner [Member] | General Partner [Member] | |||
Limited Partners' Capital Account [Line Items] | |||
General partner units issued (units) | 15,602 | ||
Proceeds from general partner units issued | $ 748 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Decrease (increase) in current assets: | ||
Receivables – related party | $ 62 | $ 894 |
Receivables | (92) | (225) |
Prepaid expenses and other | 61 | 512 |
Increase (decrease) in current liabilities: | ||
Accounts payable | (5,154) | 1,361 |
Accounts payable – related party | 4,246 | 1,433 |
Accrued liabilities | (206) | (283) |
Accrued liabilities – related party | (824) | (3,192) |
Accrued interest payable | 4,768 | 5,173 |
Accrued interest payable – related party | (141) | 797 |
Taxes other than income taxes payable | 2,142 | 1,518 |
Changes in current assets and current liabilities | 4,862 | 7,988 |
Cash Flows Related to Interest and Income Taxes Paid | ||
Interest paid | 35,067 | 19,136 |
Income taxes paid | 918 | 695 |
Other Noncash Activities | ||
Increase in accounts payable related to capital expenditures | 4,921 | 2,424 |
Capital Projects [Member] | Majority Shareholder [Member] | ||
Other Noncash Activities | ||
Noncash capital contributions from Valero for capital projects | $ 31,732 | $ 27,866 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Cash and cash equivalents, at carrying amount | $ 128,199 | $ 42,052 | $ 115,755 | $ 71,491 |
Debt, at carrying amount | 989,694 | 905,283 | ||
Notes payable – related party, at carrying amount | 285,000 | 370,000 | ||
Senior Notes [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt, at carrying amount | 989,694 | 495,283 | ||
Subordinated Debt [Member] | Majority Shareholder [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Notes payable – related party, at carrying amount | 285,000 | 370,000 | ||
Revolver [Member] | Line of Credit [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt, at carrying amount | 0 | 410,000 | ||
Level 1 [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Cash and cash equivalents, at fair value | 128,199 | 42,052 | ||
Level 2 [Member] | Senior Notes [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt, at fair value | 983,810 | 523,800 | ||
Level 2 [Member] | Subordinated Debt [Member] | Majority Shareholder [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Notes payable – related party, at fair value | 285,000 | 370,000 | ||
Level 2 [Member] | Revolver [Member] | Line of Credit [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt, at fair value | $ 0 | $ 410,000 |