Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2014 | Mar. 06, 2015 | |
Document And Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ARCX | ||
Entity Registrant Name | Arc Logistics Partners LP | ||
Entity Central Index Key | 1583744 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $167,808,000 | ||
Common Units [Member] | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,867,950 | ||
Subordinated Units [Member] | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,081,081 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $6,599 | $4,454 |
Trade accounts receivable | 3,746 | 4,403 |
Due from related parties | 900 | 722 |
Inventories | 285 | 302 |
Other current assets | 1,226 | 777 |
Total current assets | 12,756 | 10,658 |
Property, plant and equipment, net | 195,886 | 201,477 |
Investment in unconsolidated affiliate | 72,858 | 72,046 |
Intangible assets, net | 33,189 | 38,307 |
Goodwill | 15,162 | 15,162 |
Other assets | 1,737 | 1,716 |
Total assets | 331,588 | 339,366 |
Current liabilities: | ||
Accounts payable | 2,136 | 4,115 |
Accrued expenses | 2,133 | 2,144 |
Due to general partner | 409 | 127 |
Other liabilities | 34 | 25 |
Total current liabilities | 4,712 | 6,411 |
Credit facility | 111,063 | 105,563 |
Other non-current liabilities | 2,747 | 0 |
Commitments and contingencies | ||
Partners’ capital: | ||
General partner interest | 0 | 0 |
Limited partners’ interest | ||
Accumulated other comprehensive income | 348 | 492 |
Total partners’ capital | 213,066 | 227,392 |
Total liabilities and partners’ capital | 331,588 | 339,366 |
Common Units [Member] | ||
Limited partners’ interest | ||
Limited partners' units | 119,130 | 125,375 |
Subordinated Units [Member] | ||
Limited partners’ interest | ||
Limited partners' units | $93,588 | $101,525 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2014 | Dec. 31, 2013 |
Common Units [Member] | ||
Limited partners' units issued | 6,867,950 | 6,867,950 |
Limited partners' units outstanding | 6,867,950 | 6,867,950 |
Subordinated Units [Member] | ||
Limited partners' units issued | 6,081,081 | 6,081,081 |
Limited partners' units outstanding | 6,081,081 | 6,081,081 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues: | |||
Third-party customers | $45,676 | $39,662 | $13,201 |
Related parties | 9,230 | 8,179 | 9,663 |
Revenues | 54,906 | 47,841 | 22,864 |
Expenses: | |||
Operating expenses | 27,591 | 19,291 | 7,266 |
Selling, general and administrative | 9,396 | 7,116 | 2,283 |
Selling, general and administrative – affiliate | 3,990 | 2,484 | 2,592 |
Depreciation | 7,261 | 5,836 | 3,317 |
Amortization | 5,427 | 4,756 | 624 |
Long-lived asset impairment | 6,114 | ||
Total expenses | 59,779 | 39,483 | 16,082 |
Operating income | -4,873 | 8,358 | 6,782 |
Other income (expense): | |||
Gain on bargain purchase of business | 11,777 | ||
Equity earnings from unconsolidated affiliate | 9,895 | 1,307 | |
Other income | 17 | 48 | 4 |
Interest expense | -3,706 | -8,639 | -1,320 |
Total other income (expenses), net | 6,206 | 4,493 | -1,316 |
Income before income taxes | 1,333 | 12,851 | 5,466 |
Income taxes | 58 | 20 | 43 |
Net Income | 1,275 | 12,831 | 5,423 |
Less: Net income attributable to preferred units | 1,770 | ||
Net income attributable to partners’ capital | 1,275 | 11,061 | 5,423 |
Other comprehensive income | -144 | 492 | |
Comprehensive income attributable to partners’ capital | $1,131 | $11,553 | $5,423 |
Common Units [Member] | |||
Earnings per limited partner unit, basic: | |||
Earnings per limited partner unit, basic | $0.05 | $0.23 | $0.89 |
Earnings per limited partner unit, diluted: | |||
Earnings per limited partner unit, diluted | $0.05 | $0.10 | $0.89 |
Subordinated Units [Member] | |||
Earnings per limited partner unit, basic: | |||
Earnings per limited partner unit, basic | $0.05 | $1.56 | $0.89 |
Earnings per limited partner unit, diluted: | |||
Earnings per limited partner unit, diluted | $0.05 | $1.56 | $0.89 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flow from operating activities: | |||
Net income | $1,275 | $12,831 | $5,423 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation | 7,261 | 5,836 | 3,317 |
Amortization | 5,427 | 4,756 | 624 |
Gain on bargain purchase of business | -11,777 | ||
Long-lived asset impairment | 6,114 | ||
Equity earnings from unconsolidated affiliate, net of distributions | -68 | 0 | 0 |
Amortization of deferred financing costs | 496 | 4,428 | 432 |
Unit-based compensation | 3,138 | 0 | 0 |
Changes in operating assets and liabilities | |||
Trade accounts receivable | 658 | -3,430 | -31 |
Due from related parties | -179 | 120 | 24 |
Inventories | 17 | -47 | -6 |
Other current assets | -449 | -606 | 105 |
Accounts payable | -3,151 | 1,765 | 1,931 |
Accrued expenses | -10 | 680 | -176 |
Due to general partner | 281 | -88 | -1,383 |
Other liabilities | 2,756 | -80 | -250 |
Net cash provided by operating activities | 23,566 | 14,388 | 10,010 |
Cash flows from investing activities: | |||
Capital expenditures | -6,611 | -14,108 | -13,796 |
Investment in unconsolidated affiliate | -1,197 | -72,740 | |
Distributions from unconsolidated affiliate, net of equity earnings | 1,144 | ||
Net cash paid for acquisitions | 0 | -82,000 | 0 |
Net cash used in investing activities | -7,808 | -167,704 | -13,796 |
Cash flows from financing activities: | |||
Distributions | -18,179 | -1,770 | -6,081 |
Deferred financing costs | -518 | -5,248 | -1,152 |
Repayments to credit facility | -25,000 | -50,937 | -21,500 |
Proceeds from credit facility | 30,500 | 126,000 | 32,000 |
Proceeds from initial public offering, net | 117,296 | ||
Redemption of preferred units | -29,000 | ||
Distribution equivalent rights paid on unissued units | -416 | ||
Net cash (used in) provided by financing activities | -13,613 | 156,341 | 3,267 |
Net increase (decrease) in cash and cash equivalents | 2,145 | 3,025 | -519 |
Cash and cash equivalents, beginning of period | 4,454 | 1,429 | 1,948 |
Cash and cash equivalents, end of period | 6,599 | 4,454 | 1,429 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 3,398 | 4,586 | 1,184 |
Cash paid for income taxes | 58 | 20 | 43 |
Non-cash investing and financing activities: | |||
Issuance of preferred units | 30,000 | ||
Deemed distributions to preferred units | 1,770 | ||
Contribution of preferred units | 1,000 | ||
Deferred financing costs in accrued expenses | 11 | ||
(Decrease) Increase in purchases of property plant and equipment in accounts payable and accrued expenses | $1,173 | $414 | ($1,095) |
Consolidated_Statements_of_Par
Consolidated Statements of Partners' Capital (USD $) | Total | Preferred Interest [Member] | Limited Partner Common Interest [Member] | Limited Partner Subordinated Interest [Member] | Limited Partners [Member] | General Partners [Member] | Accumulated Other Comprehensive Income [Member] |
In Thousands | |||||||
Partners' (deficit) capital, beginning balance at Dec. 31, 2011 | $98,201 | $98,286 | ($85) | ||||
Net income | 5,423 | 5,314 | 109 | ||||
Cash distributions | -6,081 | -5,959 | -122 | ||||
Partners' (deficit) capital, ending balance at Dec. 31, 2012 | 97,543 | 97,641 | -98 | ||||
Issuance of preferred units | 30,000 | ||||||
Net income | 12,831 | 6,805 | 6,026 | ||||
Other comprehensive income | 492 | 492 | |||||
Deemed distributions | -1,770 | 1,770 | -23 | -1,747 | |||
Cash distributions | -1,770 | ||||||
Recapitalization | 1,000 | -30,000 | 1,297 | 97,246 | -97,641 | 98 | |
Issuance of common units, net of offering costs | 117,296 | 117,296 | |||||
Partners' (deficit) capital, ending balance at Dec. 31, 2013 | 227,392 | 125,375 | 101,525 | 492 | |||
Net income | 1,275 | 675 | 600 | ||||
Other comprehensive income | -144 | -144 | |||||
Cash distributions | -18,179 | -9,642 | -8,537 | ||||
Unit-based compensation | 3,138 | 3,138 | |||||
Distribution equivalent rights paid on unissued units | -416 | -416 | |||||
Partners' (deficit) capital, ending balance at Dec. 31, 2014 | $213,066 | $119,130 | $93,588 | $348 |
Organization_and_Presentation
Organization and Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Presentation | Note 1—Organization and Presentation |
Defined Terms | |
Unless the context clearly indicates otherwise, references in these consolidated financial statements to “Arc Terminals,” or the “Partnership” when used for periods prior to November 12, 2013, the closing date of the initial public offering of Arc Logistics Partners LP (the “IPO”), refer to Arc Terminals LP and its subsidiaries, which were contributed to Arc Logistics Partners LP in connection with the IPO, and references to “Arc Logistics,” or the “Partnership” when used for periods on or after the closing date of the IPO refer to Arc Logistics Partners LP and its subsidiaries. Unless the context clearly indicates otherwise, references to our “General Partner” for periods prior to the closing date of the IPO refer to Arc Terminals GP LLC which owned the general partner interest in Arc Terminals and references to our “General Partner” for periods on or after the closing date of the IPO refer to Arc Logistics GP LLC, the general partner of Arc Logistics. References to “Sponsor” or “Lightfoot” refer to Lightfoot Capital Partners, LP and its general partner, Lightfoot Capital Partners GP LLC. References to “GCAC” refer to Gulf Coast Asphalt Company, L.L.C., which contributed its preferred units in Arc Terminals to the Partnership upon the consummation of the IPO. References to “Center Oil” refer to GP&W, Inc., d.b.a. Center Oil, and affiliates, including Center Terminal Company-Cleveland, which contributed its limited partner interests in Arc Terminals to the Partnership upon the consummation of the IPO. References to “Gulf LNG Holdings” refer to Gulf LNG Holdings Group, LLC and its subsidiaries, which own a liquefied natural gas regasification and storage facility in Pascagoula, MS, which is referred to herein as the “LNG Facility.” The Partnership used a portion of the proceeds from the IPO to acquire a 10.3% limited liability company interest in Gulf LNG Holdings, which is referred to herein as the “LNG Interest.” | |
Organization and Initial Public Offering | |
The Partnership is a fee-based, growth-oriented Delaware limited partnership formed by Lightfoot in 2007 to own, operate, develop and acquire a diversified portfolio of complementary energy logistics assets. The Partnership is principally engaged in the terminalling, storage, throughput and transloading of crude oil and petroleum products. The Partnership is focused on growing its business through the optimization, organic development and acquisition of terminalling, storage, rail, pipeline and other energy logistics assets that generate stable cash flows. | |
In November 2013, the Partnership completed its IPO by selling 6,786,869 common units (which includes 786,869 common units issued pursuant to the exercise of the underwriters’ over-allotment option) representing limited partner interests in the Partnership at a price to the public of $19.00 per common unit. In connection with the IPO, the Partnership amended and restated the Terminal Credit Facility (as defined below, see “Note 7—Debt”). | |
The $120.2 million of net proceeds from the IPO (including the underwriters’ option to purchase additional common units and after deducting the underwriting discount and structuring fee) were used to: (i) fund the purchase of the LNG Interest from an affiliate of GE EFS for approximately $72.7 million; (ii) make a cash distribution to GCAC as partial consideration for the contribution of its preferred units in Arc Terminals to the Partnership of approximately $29.8 million; (iii) repay intercompany payables owed to the Sponsor of approximately $6.6 million; and (iv) reduce amounts outstanding under the Partnership’s Credit Facility (as defined below, see “Note 7—Debt”) by $6.0 million. The remaining funds were used for general partnership purposes, including the payment of transaction expenses related to the IPO and the Credit Facility. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ||||||||
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies | |||||||
Basis of Presentation | ||||||||
The accompanying consolidated financial statements were prepared in accordance with GAAP and under the rules and regulations of the SEC. The accompanying consolidated financial statements include the accounts of the Partnership and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | ||||||||
The Partnership has disclosed consolidated figures of the Partnership as if the Partnership had operated since the inception of Arc Terminals. The contribution of Arc Terminals to Arc Logistics in connection with the IPO was not considered a business combination accounted for under the purchase method as it was a transfer of assets under common control and, accordingly, balances have been transferred at their historical cost. The combined financial statements for the periods prior to the contribution on November 12, 2013 have been prepared using Arc Terminals’ historical basis in the assets and liabilities, and include all revenues, costs, assets and liabilities attributed to Arc Terminals. | ||||||||
During the first quarter of 2014, the Partnership identified a classification error in the Consolidated Statement of Cash Flows for the year ended December 31, 2013 associated with the distributions received from an unconsolidated affiliate for which a portion was incorrectly classified within net cash used in investing activities. The misclassification resulted in an understatement of “net cash used in investing activities” and “net cash provided by operating activities” of approximately $1.3 million. The misclassification had no impact on the Consolidated Balance Sheet or on the Consolidated Statement of Operations nor did it affect the net increase in cash and cash equivalents on the Consolidated Statement of Cash Flows as of or for the period ended December 31, 2013. | ||||||||
The Partnership evaluated the effect of the misclassification on its previously issued financial statements for the year ended December 31, 2013 and concluded the impact was not material. The Partnership recognized the impact of this misclassification in this Annual Report on Form 10-K by increasing cash flow used in investing activities and cash flows provided by operating activities by $1.3 million for the year ended December 31, 2013 as compared to what was previously reported in the 2013 Form 10-K. | ||||||||
Use of Estimates | ||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to the valuation of acquired businesses, goodwill and intangible assets, assessment for impairment of long-lived assets and the useful lives of intangible assets and property, plant and equipment. Actual results could differ from those estimates. | ||||||||
Cash and Cash Equivalents | ||||||||
The Partnership includes demand deposits with banks and all highly liquid investments with original maturities of three months or less in cash and cash equivalents. These balances are valued at cost, which approximates fair value. | ||||||||
Trade Accounts Receivable | ||||||||
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Partnership reserves for specific trade accounts receivable when it is probable that all or a part of an outstanding balance will not be collected. The Partnership regularly reviews collectability and establishes or adjusts the allowance as necessary using the specific identification method. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. There were no reserves for uncollectible amounts as of December 31, 2014 and 2013. During the year ended December 31, 2013, the Partnership wrote off less than $0.1 million of uncollectible receivables. No other amounts have been deemed uncollectible in the periods presented in the consolidated statements of operations and comprehensive income. | ||||||||
Inventories | ||||||||
Inventories consist of additives which are sold to customers and mixed with the various customer-owned liquid products stored in the Partnership’s terminals. Inventories are stated at the lower of cost or estimated net realizable value. Inventory costs are determined using the first-in, first-out method. | ||||||||
Other Current Assets | ||||||||
Other current assets consist primarily of prepaid expenses and deposits. | ||||||||
Property, Plant and Equipment | ||||||||
Property, plant and equipment is recorded at cost, less accumulated depreciation. The Partnership owns a 50% undivided interest in the property, plant and equipment at two terminal locations. At the time of acquisition, these assets were recorded at 50% of the aggregate fair value of the related property, plant and equipment. Expenditures for routine maintenance and repairs are charged to expense as incurred. Major improvements or expenditures that extend the useful life or productive capacity of assets are capitalized. Depreciation is recorded over the estimated useful lives of the applicable assets, using the straight-line method. The estimated useful lives are as follows: | ||||||||
Building and site improvements | 1–40 years | |||||||
Tanks and trim | 1–40 years | |||||||
Machinery and equipment | 1–40 years | |||||||
Office furniture and equipment | 1–15 years | |||||||
Capitalized costs incurred by the Partnership during the year for major improvements and capital projects that are not completed as of year-end are recorded as construction in progress. Construction in progress is not depreciated until the related assets or improvements are ready for intended use. Additionally, the Partnership capitalizes interest costs as a part of the historical cost of constructing certain assets and includes such interest in the property, plant and equipment line on the balance sheet. Capitalized interest for the years ended December 31, 2014 and 2013 was $0.2 million and $0.4 million, respectively. | ||||||||
Intangible Assets | ||||||||
Intangible assets primarily consist of customer relationships, acquired contracts and a covenant not to compete which are amortized on a straight-line basis over the expected life of each intangible asset. | ||||||||
Impairment of Long-Lived Assets | ||||||||
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. | ||||||||
No impairment charges were recorded during the years ended December 31, 2014, 2013 and 2012 except as discussed in “Note 5—Property, Plant and Equipment”. | ||||||||
Goodwill | ||||||||
Goodwill represents the excess of consideration paid over the fair value of net assets acquired in a business combination. Goodwill is not amortized but instead is assessed for impairment at least annually or when facts and circumstances warrant. Goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. The Partnership determines the fair value of its single reporting unit by blending two valuation approaches: the income approach and a market value approach. The Partnership determined at December 31, 2014, there were no impairment charges and no event indicating an impairment has occurred. | ||||||||
No impairments were recorded against goodwill through December 31, 2014 and 2013. | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Beginning Balance | $ | 15,162 | $ | 6,730 | ||||
Goodwill acquired | - | 8,432 | ||||||
Impairment | - | - | ||||||
Ending Balance | $ | 15,162 | $ | 15,162 | ||||
Other Assets | ||||||||
Other assets consist primarily of debt issuance costs related to the Credit Facility amendment entered into in November 2013 (see “Note 7—Debt”). Debt issuance costs are capitalized and amortized over the term of the related debt using straight line amortization, which approximates the effective interest rate method. As of December 31, 2014, these costs were approximately $1.5 million. | ||||||||
Investment in Unconsolidated Affiliate | ||||||||
In connection with the IPO, the Partnership purchased the LNG Interest from an affiliate of GE EFS for approximately $72.7 million. The Partnership accounts for the LNG Interest using the equity method of accounting. | ||||||||
Deferred Rent | ||||||||
The Lease Agreement (as defined in “Note 13—Related Party Transactions—Other Transactions with Related Persons—Operating Lease Agreement” below) contains certain rent escalation clauses, contingent rent provisions and lease termination payments. The Partnership recognizes rent expense for operating leases on a straight-line basis over the term of the lease, taking into consideration the items noted above. Contingent rental payments are generally recognized as rent expense as incurred. The deferred rent resulting from the recognition of rent expense on a straight-line basis related to the Lease Agreement is included within “Other non-current liabilities” in the accompanying consolidated balance sheets at December 31, 2014. | ||||||||
Revenue Recognition | ||||||||
Revenues from leased tank storage and delivery services are recognized as the services are performed. Revenues also include the sale of excess products and additives which are mixed with customer-owned liquid products. Revenues for the sale of excess products and additives are recognized when title and risk of loss passes to the customer. | ||||||||
Income Taxes | ||||||||
Taxable income or loss of the Partnership generally is required to be reported on the income tax returns of the limited partners in accordance with the terms of the partnership agreement. Accordingly, no provision has been made in the accompanying consolidated financial statements for the limited partners’ federal income taxes. There are certain entity level state income taxes that are incurred at the Partnership level and have been recorded during the years ended December 31, 2014, 2013 and 2012. | ||||||||
Tax returns for the years ended December 31, 2014, 2013, 2012, 2011 and 2010 are open to IRS and state audits. The Partnership is not aware of any uncertain tax positions as of December 31, 2014 and 2013. | ||||||||
Fair Value of Financial Instruments | ||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a specified measurement date. Fair value measurements are derived using inputs and assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. GAAP establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This three-tier hierarchy classifies fair value amounts recognized or disclosed in the financial statements based on the observability of inputs used to estimate such fair values. The classification within the hierarchy of a financial asset or liability is determined based on the lowest level input that is significant to the fair value measurement. The hierarchy considers fair value amounts based on observable inputs (Level 1 and 2) to be more reliable and predictable than those based primarily on unobservable inputs (Level 3). At each balance sheet reporting date, the Partnership categorizes its financial assets and liabilities using this hierarchy. | ||||||||
The amounts reported in the balance sheet for cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value because of the short-term maturities of these instruments (Level 1). The carrying amount of the Terminal Credit Facility as well as the Partnership’s Credit Facility approximated fair value due to its short-term nature and market rate of interest (Level 2). | ||||||||
The Partnership believes that its valuation methods are appropriate and consistent with the values that would be determined by other market participants. However, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. | ||||||||
Unit-Based Compensation | ||||||||
The Partnership recognizes all unit-based compensation to directors, officers, employees and other service providers in the consolidated financial statements based on the fair value of the awards. Fair value for unit-based awards classified as equity awards is determined on the grant date of the award and this value is recognized as compensation expense ratably over the requisite service or performance period of the equity award. Fair value for equity awards is calculated at the closing price of the common units on the grant date. Fair value for unit-based awards classified as liability awards is calculated at the closing price of the common units on the grant date and is remeasured at each reporting period until the award is settled. Compensation expense related to unit-based awards is included in the “Selling, general and administrative” line item in the accompanying unaudited condensed consolidated statements of operations and comprehensive income. | ||||||||
For awards with performance conditions, the expense is accrued over the service period only if the performance condition is considered to be probable of occurring. When awards with performance conditions that were previously considered improbable become probable, the Partnership incurs additional expense in the period that the probability assessment changes (see “Note 10—Equity Plans”). | ||||||||
Net Income Per Unit | ||||||||
The Partnership uses the two-class method in the computation of earnings per unit since there is more than one participating class of securities. Earnings per common and subordinated unit are determined by dividing net income allocated to the common units and subordinated units, respectively, after deducting the amount allocated to the phantom and preferred unitholders, if any, by the weighted average number of outstanding common and subordinated units, respectively, during the period. The overall computation, presentation and disclosure of the Partnership’s limited partners’ net income per unit are made in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260 “Earnings per Share.” | ||||||||
Recently Issued Accounting Pronouncements | ||||||||
In May 2014, the FASB issued updated guidance on the reporting and disclosure of revenue recognition. The update requires that an entity recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires new qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, information about contract balances and performance obligations, and assets recognized from costs incurred to obtain or fulfill a contract. The Partnership is currently evaluating the potential impact of this authoritative guidance on its financial condition, results of operations, cash flows and related disclosures. This guidance will be effective for the Partnership beginning in the first quarter of 2017. | ||||||||
In June 2014, the FASB issued new guidance related to stock compensation. The new standard requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. The Partnership does not expect this requirement to have a significant impact on its financial condition, results of operations, cash flows and related disclosures. This guidance will be effective for the Partnership beginning in the first quarter of 2016, with early adoption optional. | ||||||||
Acquisitions
Acquisitions | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Acquisitions | |||||||||
Note 3—Acquisitions | |||||||||
Acquisitions | |||||||||
The following acquisitions were accounted for under the acquisition method of accounting whereby management utilized the services of third-party valuation consultants, along with estimates and assumptions provided by management, to estimate the fair value of the net assets acquired. The third-party valuation consultants utilized several appraisal methodologies including income, market and cost approaches to estimate the fair value of the identifiable assets acquired. | |||||||||
Gulf Coast Asphalt Company, L.L.C. Asset Acquisition | |||||||||
In February 2013, the Partnership acquired substantially all of the Mobile, AL and Saraland, AL operating assets (the “GCAC Asset Acquisition”) related to the terminalling business of GCAC for approximately $85.0 million (“GCAC Purchase Price”) consisting of approximately $25.0 million in cash, $30.0 million in new preferred units (see “Note 8—Preferred Units”) in the Partnership and $30.0 million of assumed debt which was simultaneously extinguished at the acquisition closing by the Partnership. | |||||||||
The transaction was accounted for as a business combination in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”). The GCAC Purchase Price exceeded the approximately $76.6 million fair value of the identifiable assets acquired and accordingly, the Partnership recognized goodwill of approximately $8.4 million. The Partnership believes the primary items that generated goodwill are both the value of the synergies created between the acquired assets and its existing assets, and its expected ability to grow the business acquired by leveraging its existing customer relationships. Furthermore, the Partnership expects that the entire amount of its recorded goodwill will be deductible for tax purposes. Transaction costs incurred in connection with the acquisition, consisting primarily of legal and other professional fees, totaled approximately $1.9 million and were expensed as incurred in accordance with ASC 805 and included in the ”Selling, general and administrative” line item in the accompanying consolidated statement of operations and comprehensive income. GCAC is also able to receive up to an additional $5.0 million in cash earnout payments based upon the throughput activity of one customer through December 31, 2016. As of December 31, 2014, no additional amounts have been paid or are owed to GCAC. | |||||||||
The following table summarizes the consideration paid and the amounts of assets acquired at the acquisition date (in thousands): | |||||||||
Consideration: | |||||||||
Cash paid to seller | $ | 25,000 | |||||||
Debt assumed | 30,000 | ||||||||
Preferred units issued | 30,000 | ||||||||
Total consideration | $ | 85,000 | |||||||
Allocation of purchase price: | |||||||||
Property and equipment | $ | 39,242 | |||||||
Intangible assets | 37,326 | ||||||||
Goodwill | 8,432 | ||||||||
Net assets acquired | $ | 85,000 | |||||||
Since the acquisition date in February 2013 through December 31, 2013, the acquired GCAC assets earned approximately $18.1 million in revenue and $9.7 million of operating income. | |||||||||
The following unaudited pro forma financial results for the years ended December 31, 2013 and 2012 are presented for comparative purposes only and assume the GCAC acquisition had occurred on January 1, 2012. The effects of the GCAC Asset Acquisition are included in the accompanying consolidated statement of operations and comprehensive income for the year ended December 31, 2014. The unaudited pro forma results reflect certain adjustments to the acquisition, such as increased depreciation and amortization expense on the fair value of the assets acquired. The unaudited pro forma financial results may not be indicative of the results that would have occurred had the acquisition been completed at the beginning of the periods presented, nor are they indicative of future results of operations (in thousands, except per unit amounts): | |||||||||
Year Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
(Unaudited proforma) | |||||||||
Total revenues | $ | 49,442 | $ | 34,469 | |||||
Operating income | 11,822 | 5,627 | |||||||
Net Income | $ | 15,759 | $ | 2,847 | |||||
Less: Net income attributable to preferred units | $ | 2,023 | $ | 2,400 | |||||
Net income attributable to partners' capital | $ | 13,736 | $ | 447 | |||||
Earnings per unit - Basic: | |||||||||
Common and Subordinated | $ | 1.92 | $ | 0.07 | |||||
Earnings per unit - Diluted: | |||||||||
Common and Subordinated | $ | 1.86 | $ | 0.07 | |||||
Motiva Enterprises LLC Asset Acquisition | |||||||||
In February 2013, the Partnership acquired substantially all of the operating assets related to the Brooklyn, NY terminal (the “Brooklyn Terminal”) from Motiva Enterprises LLC (“Motiva”) for approximately $27.0 million (“Brooklyn Purchase Price”) in cash. | |||||||||
The transaction was accounted for as a business combination in accordance with ASC 805. The fair value of the identifiable assets acquired of approximately $38.8 million exceeded the Brooklyn Purchase Price. Accordingly, the acquisition has been accounted for as a bargain purchase and, as a result, the Partnership recognized a gain of approximately $11.8 million associated with the acquisition. The gain is included in the line item “Gain on bargain purchase of business” in the accompanying consolidated statements of operations and comprehensive income. Transaction costs incurred in connection with the acquisition, consisting primarily of legal and other professional fees, totaled approximately $1.5 million and were expensed as incurred in accordance with ASC 805 and included in the ”Selling, general and administrative” line item in the accompanying consolidated statements of operations and comprehensive income. | |||||||||
The following table summarizes the consideration paid and the amounts of assets acquired at the acquisition date (in thousands): | |||||||||
Consideration: | |||||||||
Cash paid to seller | $ | 27,000 | |||||||
Allocation of purchase price: | |||||||||
Property and equipment | $ | 36,749 | |||||||
Inventory | 19 | ||||||||
Intangible assets | 2,009 | ||||||||
Bargain purchase gain | (11,777 | ) | |||||||
Net assets acquired | $ | 27,000 | |||||||
Since the acquisition date in February 2013 through December 31, 2013, the Brooklyn Terminal earned approximately $6.0 million in revenue and $3.5 million of operating income. | |||||||||
The unaudited pro forma results related to the Motiva acquisition have been excluded as the nature of the revenue-producing activities previously associated with the Brooklyn Terminal have changed substantially post-acquisition from intercompany revenue to third-party generated revenue. In addition, historical financial information for the Brooklyn Terminal prior to the acquisition is not indicative of how the Brooklyn Terminal is being operated since the Partnership’s acquisition and would be of no comparative value in understanding the future operations of the Brooklyn Terminal. |
Investment_in_Unconsolidated_A
Investment in Unconsolidated Affiliate | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Equity Method Investments And Joint Ventures [Abstract] | ||||||||
Investment in Unconsolidated Affiliate | Note 4—Investment in Unconsolidated Affiliate | |||||||
The Partnership accounts for investments in limited liability companies under the equity method of accounting unless the Partnership’s interest is deemed to be so minor that it may have virtually no influence over operating and financial policies. “Investment in unconsolidated affiliate” consisted of the LNG Interest and its balances as of December 31, 2014 and, 2013 are represented below (in thousands): | ||||||||
Balance at December 31, 2012 | $ | - | ||||||
Investment in Gulf LNG Holdings, LLC | 72,739 | |||||||
Equity earnings | 1,307 | |||||||
Distributions | (2,451 | ) | ||||||
Amortization of premium | (41 | ) | ||||||
Other comprehensive income | 492 | |||||||
Balance at December 31, 2013 | $ | 72,046 | ||||||
Equity earnings | 9,895 | |||||||
Contributions | 1,197 | |||||||
Distributions | (9,827 | ) | ||||||
Amortization of premium | (309 | ) | ||||||
Other comprehensive income | (144 | ) | ||||||
Balance at December 31, 2014 | $ | 72,858 | ||||||
Gulf LNG Holdings Acquisition | ||||||||
In connection with the IPO, in November 2013 the Partnership purchased the LNG Interest from an affiliate of GE EFS for approximately $72.7 million. The carrying value of the LNG Interest on the date of acquisition was approximately $64.1 million with a purchase price of approximately $72.7 million and the excess paid over the carrying value of approximately $8.6 million. This excess can be attributed to the underlying long lived assets of Gulf LNG Holdings and is therefore being amortized using the straight line method over the remaining useful lives of the respective asset, which is 28 years. The estimated aggregate amortization of this premium for its remaining useful life from December 31, 2014 is as follows (in thousands): | ||||||||
Total | ||||||||
2015 | $ | 309 | ||||||
2016 | 309 | |||||||
2017 | 309 | |||||||
2018 | 309 | |||||||
2019 | 309 | |||||||
Thereafter | 6,753 | |||||||
$ | 8,298 | |||||||
Summarized financial information for Gulf LNG Holdings is reported below (in thousands): | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Balance sheets | ||||||||
Current assets | $ | 12,537 | $ | 8,694 | ||||
Noncurrent assets | 926,980 | 952,630 | ||||||
Total assets | $ | 939,517 | $ | 961,324 | ||||
Current liabilities | $ | 85,818 | $ | 81,173 | ||||
Long-term liabilities | 733,401 | 773,115 | ||||||
Member’s equity | 120,298 | 107,036 | ||||||
Total liabilities and member’s equity | $ | 939,517 | $ | 961,324 | ||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Income statements | ||||||||
Revenues | $ | 186,243 | $ | 186,090 | ||||
Total operating costs and expenses | 56,743 | 56,146 | ||||||
Operating income | 129,500 | 129,944 | ||||||
Net income | $ | 96,062 | $ | 94,895 | ||||
For the year ended December 31, 2013, the Partnership calculated its equity earnings in the LNG Interest as shown in the table below (in thousands): | ||||||||
Gulf LNG Holdings net income for the year ended December 31, 2013 | $ | 94,895 | ||||||
Percentage of Net Income attributable to the Partnership | 13 | % | ||||||
from November 12, 2013 through December 31, 2013 | ||||||||
Net Income attributable to the Partnership | $ | 12,689 | ||||||
from November 12, 2013 through December 31, 2013 | ||||||||
Percentage of ownership in Gulf LNG Holdings | 10.3 | % | ||||||
Equity earnings from unconsolidated affiliate | $ | 1,307 | ||||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Property, Plant and Equipment | |||||||||
Note 5—Property, Plant and Equipment | |||||||||
The Partnership’s property, plant and equipment consisted of (in thousands): | |||||||||
As of December 31, | |||||||||
2014 | 2013 | ||||||||
Land | $ | 49,615 | $ | 51,175 | |||||
Buildings and site improvements | 36,298 | 34,660 | |||||||
Tanks and trim | 91,463 | 92,337 | |||||||
Machinery and equipment | 32,815 | 32,819 | |||||||
Office furniture and equipment | 2,348 | 2,334 | |||||||
Construction in progress | 6,175 | 5,003 | |||||||
218,714 | 218,328 | ||||||||
Less: Accumulated depreciation | (22,828 | ) | (16,851 | ) | |||||
Property, plant and equipment, net | $ | 195,886 | $ | 201,477 | |||||
Due to a change in the operating logistics at the Partnership’s Chillicothe, IL terminal (the “Chillicothe Terminal”) in April 2013, the Partnership evaluated the long-lived assets at the Chillicothe Terminal for impairment as of December 31, 2013 and December 31, 2014. Based upon a market strategy to repurpose the Chillicothe Terminal, the Partnership’s estimate of undiscounted cash flows as of December 31, 2013 indicated that such carrying amounts were expected to be recovered. The Partnership re-evaluated the Chillicothe Terminal and based upon the inability to enter into a service agreement with a new or existing customer, the Partnership recognized a non-cash impairment loss of approximately $6.1 million as of December 31, 2014. The net impact of this impairment is reflected in “Long-lived asset impairment” in the accompanying consolidated statement of operations and comprehensive income. | |||||||||
Intangible_Assets
Intangible Assets | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ||||||||||
Intangible Assets | Note 6—Intangible Assets | |||||||||
The Partnership’s intangible assets consisted of (in thousands): | ||||||||||
Estimated | ||||||||||
Useful Lives | As of December 31, | |||||||||
in Years | 2014 | 2013 | ||||||||
Customer relationships | 21 | $ | 4,785 | $ | 4,785 | |||||
Acquired contracts | 10-Feb | 39,900 | 39,900 | |||||||
Noncompete agreements | 3-Feb | 741 | 741 | |||||||
45,426 | 45,426 | |||||||||
Less: Accumulated amortization | (12,237 | ) | (7,119 | ) | ||||||
Intangible assets, net | $ | 33,189 | $ | 38,307 | ||||||
The estimated future amortization expense is approximately $4.3 million in 2015, $3.9 million in 2016, $3.9 million in 2017, $3.9 million in 2018, $3.9 million in 2019 and $13.3 million thereafter. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Debt | Note 7—Debt |
Credit Facility | |
In January 2012, the Partnership entered into a $40.0 million credit facility (the “Terminal Credit Facility”). On November 12, 2013, concurrent with the closing of the IPO, the Partnership amended and restated the Terminal Credit Facility (the “Credit Facility”) with a syndicate of lenders, under which Arc Terminals Holdings LLC, a wholly owned subsidiary of the Partnership (“Arc Terminals Holdings”) is the borrower. The Credit Facility has up to $175.0 million of borrowing capacity (see “Note 2—Summary of Significant Accounting Policies—Other Assets” for discussion regarding deferred financing costs). As of December 31, 2014, the Partnership had borrowings of $111.1 million under the Credit Facility at an interest rate of 2.92%. Based on the restrictions under the total leverage ratio covenant, as of December 31, 2014, the Partnership had $23.4 million of available capacity under the Credit Facility. | |
The Credit Facility is available to refinance existing indebtedness, to fund working capital and to finance capital expenditures and other permitted payments and for other lawful corporate purposes and allows the Partnership to request that the maximum amount of the Credit Facility be increased by up to an aggregate of $100.0 million, subject to receiving increased commitments from lenders or commitments from other financial institutions. The Credit Facility is available for revolving loans, including a sublimit of $5.0 million for swing line loans and a sublimit of $10.0 million for letters of credit. The Partnership’s obligations under the Credit Facility are secured by a first priority lien on substantially all of the Partnership’s material assets (other than the LNG Interest). The Partnership and each of the Partnership’s existing subsidiaries (other than the borrower) guarantee and each of the Partnership’s future restricted subsidiaries will also guarantee the Credit Facility. The Credit Facility matures on November 12, 2018. | |
Loans under the Credit Facility bear interest at a floating rate based upon the leverage ratio, equal to, at the Partnership’s option, either (a) a base rate plus a range from 100 to 200 basis points per annum or (b) a London Interbank Offer Rate (“LIBOR”) rate, plus a range of 200 to 300 basis points. The base rate is established as the highest of (i) the rate which SunTrust Bank announces, from time to time, as its prime lending rate, (ii) the daily one-month LIBOR plus 100 basis points per annum and (iii) the federal funds rate plus 0.50% per annum. The unused portion of the Credit Facility is subject to a commitment fee calculated based upon the Partnership’s leverage ratio ranging from 0.375% to 0.50% per annum. Upon any event of default, the interest rate will, upon the request of the lenders holding a majority of the commitments, be increased by 2.0% on overdue amounts per annum for the period during which the event of default exists. | |
The Credit Facility contains certain customary representations and warranties, affirmative covenants, negative covenants and events of default. As of December 31, 2014 the Partnership was in compliance with such covenants. The negative covenants include restrictions on the Partnership’s ability to incur additional indebtedness, acquire and sell assets, create liens, enter into certain lease agreements, make investments and make distributions. | |
The Credit Facility requires the Partnership to maintain a leverage ratio of not more than 4.50 to 1.00, which may increase to up to 5.00 to 1.00 during specified periods following a permitted acquisition or issuance of over $200 million of senior notes, and a minimum interest coverage ratio of not less than 2.50 to 1.00. If the Partnership issues over $200.0 million of senior notes, the Partnership will be subject to an additional financial covenant pursuant to which the Partnership’s secured leverage ratio must not be more than 3.50 to 1.00. The Credit Facility places certain restrictions on the issuance of senior notes. | |
If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of amounts due under the Credit Facility, termination of the commitments under the Credit Facility and all remedial actions available to a secured creditor. The events of default include customary events for a financing agreement of this type, including, without limitation, payment defaults, material inaccuracies of representations and warranties, defaults in the performance of affirmative or negative covenants (including financial covenants), bankruptcy or related defaults, defaults relating to judgments, nonpayment of other material indebtedness and the occurrence of a change in control. In connection with the Credit Facility, the Partnership and the Partnership’s subsidiaries have entered into certain customary ancillary agreements and arrangements, which, among other things, provide that the indebtedness, obligations and liabilities arising under or in connection with the facility are unconditionally guaranteed by the Partnership and each of the Partnership’s existing subsidiaries (other than the borrower) and each of the Partnership’s future restricted subsidiaries. | |
In January 2014, Arc Terminals Holdings, as borrower, and Arc Logistics and its other subsidiaries, as guarantors, entered into the first amendment (the “First Amendment”) to the Credit Facility agreement. The First Amendment principally modified certain provisions of the Credit Facility agreement to allow Arc Terminals Holdings to enter into the Lease Agreement relating to the petroleum products terminals and pipeline infrastructure located in Portland, OR (the “Portland Terminal”). | |
Terminal Credit Facility | |
The Terminal Credit Facility bore interest based upon LIBOR plus an applicable margin. The applicable margin was based on the leverage ratio as defined by the Terminal Credit Facility agreement, calculated at the beginning of each interest period. At the time of closing, the Partnership borrowed $22.0 million on the Terminal Credit Facility, applying $20.0 million to extinguish the Partnership’s prior revolving line of credit and the balance was used to pay transaction fees and fund operations. The Terminal Credit Facility agreement required the Partnership to maintain a leverage ratio of not more than 3.75 to 1.00, which decreased to 3.50 to 1.00 on or after March 31, 2013 and a minimum fixed charge ratio of not less than 1.25 to 1.00. | |
In February 2013, the Partnership amended the Terminal Credit Facility to include a $65.0 million term loan and a $65.0 million revolving line of credit. The amended Terminal Credit Facility had an initial three year term and bore interest based upon LIBOR plus an applicable margin. The applicable margin was based on the leverage ratio as defined in the Terminal Credit Facility agreement, calculated at the beginning of each interest period. At the time of the closing, the Partnership borrowed an additional $55.0 million which was used to satisfy the cash portion of the GCAC Purchase Price and to extinguish the debt acquired as a part of the GCAC Purchase Price. Also in February 2013, the Partnership borrowed an additional $27.0 million to complete the Motiva acquisition. The amended Terminal Credit Facility agreement required the Partnership to maintain an initial leverage ratio of not more than 5.00 to 1.00, which decreased to 4.00 to 1.00 by December 31, 2013 and a minimum fixed charge ratio of not less than 1.25 to 1.00. | |
Line of Credit | |
In October 2007, the Partnership entered into a revolving line of credit in the amount of $10.0 million. The collateral for the line of credit included the Partnership’s terminal assets. The revolving line of credit had a term of 12 months, with interest calculated monthly at the one month LIBOR plus 2.75%. In addition, there was an interest rate floor of 5.50% and a nonusage fee of 1.0%. The nonusage fee was calculated and payable quarterly and was waived if the average funded balance of any fiscal quarter exceeded a certain threshold. The nonusage fee was included as interest expense in the consolidated financial statements. | |
In August 2010, the Partnership amended its existing revolving line of credit to increase the amount available to $20.0 million and extend the maturity to August 1, 2011. In addition, the amendment required the Partnership to maintain a 1:1 ratio of EBITDA to designated expenses, which included mandatory principal payments of indebtedness, interest expense, taxes, distributions in excess of $5.0 million and capital expenditures less capital contributions, gains on the sale of assets and the amount of any new indebtedness. | |
In March 2011, the Partnership executed a commitment letter from the lender to extend the term of the revolving line of credit to March 2012 under the same interest rate and nonusage fee terms as previously disclosed. | |
This revolving line of credit was extinguished as a part of a new credit facility that the Partnership entered into in January 2012. At the time of extinguishment, the balance outstanding on the revolving line of credit was $20.0 million. |
Preferred_Units
Preferred Units | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Preferred Units | Note 8—Preferred Units |
In February 2013, the Partnership, as a part of the GCAC Purchase Price (see “Note 3—Acquisitions”), issued 1,500,000 preferred units to GCAC with a value of $30.0 million. The preferred units ranked senior in liquidation preference and distributions to all existing and outstanding common and subordinated units. The preferred units were entitled to 8% annual distributions, paid 45 days following each calendar quarter, assuming the Partnership remained in compliance with all related covenants in the Terminal Credit Facility. If for any reason the Partnership were to be unable to pay the quarterly distributions on time to the preferred unitholders, the distribution amount would have compounded at an 8% annual interest rate until paid. At the time of the IPO the Partnership issued 779 common units and 58,426 subordinated units and made a cash distribution of approximately $29.0 million to GCAC for the contribution of its preferred units in Arc Terminals to the Partnership. Prior to the IPO, the Partnership recorded the preferred units as mezzanine equity in accordance with ASC Topic 480 Distinguishing Liabilities from Equity due to the redeemable nature, at the option of the holders, of the preferred units at a fixed and determinable price based upon certain redemption events which were outside the control of the Partnership. During the year ended December 31, 2013, the Partnership paid $1.8 million in cash distributions to the preferred unitholders. No other amounts have been distributed in the periods presented in the consolidated statements of operations and comprehensive income. |
Partners_Capital_and_Distribut
Partners' Capital and Distributions | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Partners' Capital and Distributions | Note 9—Partners’ Capital and Distributions | ||||||||||||
Initial Public Offering | |||||||||||||
On November 6, 2013, Arc Logistics’ common units began trading on the New York Stock Exchange under the symbol “ARCX.” On November 12, 2013, the Partnership closed the IPO by selling 6,000,000 common units representing limited partner interests in us at a price to the public of $19.00 per common unit. On November 18, 2013, the Partnership completed the sale of 786,869 additional common units pursuant to the partial exercise of the underwriters’ over-allotment option at a price to the public of $19.00 per unit. | |||||||||||||
In connection with the closing of the IPO and the recapitalization, the following transactions occurred: | |||||||||||||
— | Lightfoot contributed all of its limited partner interests in Arc Terminals and all of its limited liability company interests in Arc Terminals GP LLC in exchange for 68,617 common units and 5,146,264 subordinated units in the Partnership; | ||||||||||||
— | Center Oil contributed all of its limited partner interests in Arc Terminals in exchange for 11,685 common units and 876,391 subordinated units in the Partnership; | ||||||||||||
— | GCAC contributed its preferred units in Arc Terminals in exchange for 779 common units and 58,426 subordinated units in the Partnership and $29.8 million in cash; | ||||||||||||
— | Arc Terminals GP LLC and Arc Terminals merged with Arc Terminals GP LLC surviving the merger and then changing its name to Arc Logistics LLC; | ||||||||||||
— | The public, through the underwriters, contributed $120.2 million of net proceeds in exchange for the issuance of 6,786,869 common units by the Partnership; and | ||||||||||||
— | The General Partner maintained its non-economic general partner interest in the Partnership, and was issued 100.0% of the incentive distribution rights of the Partnership. | ||||||||||||
As a result of the recapitalization in connection with the IPO, the number of units outstanding was adjusted on a retroactive basis, which is reflected in the table below: | |||||||||||||
Limited Partner | Limited Partner | ||||||||||||
Preferred Units | Common Units | Subordinated Units | |||||||||||
Units outstanding at December 31, 2012 | - | 80,302 | 6,022,655 | ||||||||||
Issuance of preferred units | 1,500,000 | - | - | ||||||||||
Contribution of preferred units (1) | (1,500,000 | ) | 779 | 58,426 | |||||||||
Issuance of common units | - | 6,786,869 | - | ||||||||||
Units outstanding at December 31, 2013 | - | 6,867,950 | 6,081,081 | ||||||||||
Units outstanding at December 31, 2014 | - | 6,867,950 | 6,081,081 | ||||||||||
-1 | GCAC contributed its preferred units in Arc Terminals in exchange for 779 common units and 58,426 subordinated units in the Partnership and $29.8 million in cash. | ||||||||||||
Cash Distributions | |||||||||||||
The table below summarizes the quarterly distributions related to the Partnership’s quarterly financial results (in thousands, except per unit data): | |||||||||||||
Quarter Ended | Total Quarterly | Total Cash | Date of | Unitholders | |||||||||
Distribution | Distribution | Distribution | Record Date | ||||||||||
Per Unit | |||||||||||||
31-Dec-14 | $ | 0.41 | $ | 5,309 | 17-Feb-15 | 9-Feb-15 | |||||||
30-Sep-14 | $ | 0.41 | $ | 5,309 | 17-Nov-14 | 10-Nov-14 | |||||||
30-Jun-14 | $ | 0.4 | $ | 5,180 | 18-Aug-14 | 11-Aug-14 | |||||||
31-Mar-14 | $ | 0.3875 | $ | 5,018 | 16-May-14 | 9-May-14 | |||||||
December 31, 2014 (1) | $ | 0.2064 | $ | 2,673 | 18-Feb-14 | 10-Feb-14 | |||||||
(1) Initial pro rata cash distribution, prorated for the period from November 13, 2013 to December 31, 2013. | |||||||||||||
Cash Distribution Policy | |||||||||||||
The partnership agreement provides that the General Partner will make a determination no less frequently than each quarter as to whether to make a distribution, but the partnership agreement does not require the Partnership to pay distributions at any time or in any amount. Instead, the board of directors of the General Partner has adopted a cash distribution policy that sets forth the General Partner’s intention with respect to the distributions to be made to unitholders. Pursuant to the cash distribution policy, within 60 days after the end of each quarter, the Partnership expects to distribute to the holders of common and subordinated units on a quarterly basis at least the minimum quarterly distribution of $0.3875 per unit, or $1.55 per unit on an annualized basis, to the extent the Partnership has sufficient cash after establishment of cash reserves and payment of fees and expenses, including payments to the General Partner and its affiliates. | |||||||||||||
The board of directors of the General Partner may change the foregoing distribution policy at any time and from time to time, and even if the cash distribution policy is not modified or revoked, the amount of distributions paid under the policy and the decision to make any distribution is determined solely by the General Partner. As a result, there is no guarantee that the Partnership will pay the minimum quarterly distribution, or any distribution, on the units in any quarter. However, the partnership agreement contains provisions intended to motivate the General Partner to make steady, increasing and sustainable distributions over time. | |||||||||||||
The partnership agreement generally provides that the Partnership will distribute cash each quarter in the following manner: | |||||||||||||
— | first, to the holders of common units, until each common unit has received the minimum quarterly distribution of $0.3875 plus any arrearages from prior quarters; | ||||||||||||
— | second, to the holders of subordinated units, until each subordinated unit has received the minimum quarterly distribution of $0.3875; and | ||||||||||||
— | third, to all unitholders pro rata, until each has received a distribution of $0.4456. | ||||||||||||
If cash distributions to the Partnership’s unitholders exceed $0.4456 per unit in any quarter, the Partnership’s unitholders and the General Partner, as the initial holder of the incentive distribution rights, will receive distributions according to the following percentage allocations: | |||||||||||||
Total Quarterly Distribution Per Unit Target Amount | Marginal Percentage | ||||||||||||
Interest | |||||||||||||
in Distributions | |||||||||||||
Unitholders | General | ||||||||||||
Partner | |||||||||||||
above $0.3875 up to $0.4456 | 100 | % | 0 | % | |||||||||
above $0.4456 up to $0.4844 | 85 | % | 15 | % | |||||||||
above $0.4844 up to $0.5813 | 75 | % | 25 | % | |||||||||
above $0.5813 | 50 | % | 50 | % | |||||||||
The Partnership refers to additional increasing distributions to the General Partner as “incentive distributions.” | |||||||||||||
The principal difference between the Partnership’s common units and subordinated units is that in any quarter during the subordination period, holders of the subordinated units are not entitled to receive any distributions from operating surplus until the common units have received the minimum quarterly distribution for such quarter plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units will not accrue arrearages. | |||||||||||||
The subordination period will end on the first business day after the Partnership has earned and paid at least (1) $1.55 (the minimum quarterly distribution on an annualized basis) on each outstanding common unit and subordinated unit for each of three consecutive, non-overlapping four quarter periods ending on or after September 30, 2016 or (2) $2.325 (150.0% of the annualized minimum quarterly distribution) on each outstanding common unit and subordinated unit and the related distribution on the incentive distribution rights for a four-quarter period ending immediately preceding such date, in each case provided there are no arrearages on the Partnership’s common units at that time. | |||||||||||||
The subordination period will also end upon the removal of the General Partner other than for cause if no subordinated units or common units held by holder(s) of subordinated units or their affiliates are voted in favor of that removal. When the subordination period ends, all subordinated units will convert into common units on a one-for-one basis, and all common units thereafter will no longer be entitled to arrearages. |
Equity_Plans
Equity Plans | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments | Note 10—Equity Plans | ||||||||||||||||||||
2013 Long-Term Incentive Plan | |||||||||||||||||||||
The Board of Directors of the General Partner (the “Board”) approved and adopted the Arc Logistics Long-Term Incentive Plan (the “2013 Plan”) in November 2013. In July 2014, the Board formed a Compensation Committee (the “Compensation Committee”) to administer and serve as the Committee under the 2013 Plan. Effective as of March 2015, the Board dissolved the Compensation Committee. On and after such date, the Board shall serve as the Committee under the 2013 Plan (the “Committee”). Employees (including officers), consultants and directors of the General Partner, the Partnership and its affiliates (the “Partnership Entities”) are eligible to receive awards under the 2013 Plan. The 2013 Plan authorizes up to an aggregate of 2.0 million common units to be available for awards under the 2013 Plan, subject to adjustment as provided in the 2013 Plan. Awards available for grant under the 2013 Plan include, but are not limited to, restricted units, phantom units, unit options, and unit appreciation rights, but only phantom units have been granted under the 2013 Plan to date. The Committee also has the ability to grant distribution equivalent rights (“DER”) under the 2013 Plan, either alone or in tandem with other specific awards, which entitle the recipient to receive an amount equal to distributions paid on an outstanding common unit. Upon the occurrence of a “change of control” or an award recipient’s termination of service due to death or “disability” (each quoted term, as defined in the 2013 Plan), any outstanding unvested award will vest in full. | |||||||||||||||||||||
In July 2014, the Compensation Committee authorized the grant of an aggregate of 939,500 phantom units pursuant to the 2013 Plan to certain employees, consultants and non-employee directors of the Partnership Entities. Awards of phantom units are settled in common units, except that an award of less than 1,000 phantom units is settled in cash. If a phantom unit award recipient experiences a termination of service with the Partnership Entities other than (i) as a result of death or “disability” or (ii) due to certain circumstances in connection with a “change of control,” the Committee, at its sole discretion, may decide to vest all or any portion of the recipient’s unvested phantom units as of the date of such termination or may allow the unvested phantom units to remain outstanding and vest pursuant to the vesting schedule set forth in the applicable award agreement. | |||||||||||||||||||||
Of the July 2014 awards, a total of 100,000 phantom units were granted to certain non-employee directors of the Board and are classified as equity awards (the “Director Grants”). Each Director Grant will be settled in common units and includes a DER. The Director Grants have an aggregate grant date fair value of $2.5 million and vest in equal annual installments over a three-year period starting from the date of grant. For the year ended December 31, 2014, the Partnership recorded approximately $0.4 million of unit-based compensation expense with respect to the Director Grants. As of December 31, 2014, the unrecognized unit-based compensation expense for the Director Grants is approximately $2.2 million, which will be recognized ratably over the remaining term of the awards. | |||||||||||||||||||||
Of the July 2014 awards, a total of 832,000 phantom units were granted to employees and certain consultants of the Partnership Entities and are classified as equity awards (the “Employee Equity Grants”). Each Employee Equity Grant will be settled in common units and includes a DER. The Employee Equity Grants have an aggregate grant date fair value of $21.2 million and vest as follows: (i) 25% of the Employee Equity Grants will vest the day after the end of the Subordination Period (as defined in the Partnership’s limited partnership agreement); and (ii) the three remaining 25% installments of the Employee Equity Grants will vest based on the date on which the Partnership has paid, for three consecutive quarters, distributions to its common and subordinated unitholders at or above a stated level, with (A) 25% of the award vesting after distributions are paid at or above $0.4457 per unit for the required period, (B) 25% of the award vesting after distributions are paid at or above $0.4845 per unit for the required period, and (C) the last 25% of the award vesting after distributions are paid at or above $0.5814 per unit for the required period. To the extent not previously vested, the Employee Equity Grants expire on the fifth anniversary of the date of grant, provided that the expiration date can be extended to the eighth anniversary of the date of grant or longer upon the satisfaction of certain conditions specified in the award agreement. For the year ended December 31, 2014, the Partnership recorded approximately $2.8 million of unit-based compensation expense with respect to the Employee Equity Grants. As of December 31, 2014, the unrecognized unit-based compensation expense for the Employee Equity Grants was approximately $18.3 million, which may be recognized variably over the remaining term of the awards based on the probability of the achievement of the performance vesting requirements. | |||||||||||||||||||||
Of the July 2014 awards, a total of 7,500 phantom units were granted to certain employees of the Partnership Entities and are classified as liability awards for accounting purposes (the “Employee Liability Grants”). Each Employee Liability Grant will be settled in cash (as such award consists of less than 1,000 phantom units) and includes a DER. The Employee Liability Grants have an aggregate grant date fair value of $0.2 million and have the same term and vesting requirements as the Employee Equity Grants described in the preceding paragraph. For the year ended December 31, 2014, the Partnership recorded less than $0.1 million of unit-based compensation expense with respect to the Employee Liability Grants. As of December 31, 2014, the unrecognized unit based compensation expense for the Employee Liability Grants was approximately $0.1 million, which may be recognized variably over the remaining term of the awards based on the probability of the achievement of the performance vesting requirements and is subject to remeasurement each reporting period until the awards settle. | |||||||||||||||||||||
Subject to applicable earning criteria, the DER included in each Director Grant, Employee Equity Grant and Employee Liability Grant entitles the award recipient to a cash payment (or, if applicable, payment of other property) equal to the cash distribution (or, if applicable, distribution of other property) paid on an outstanding common unit to unitholders generally based on the number of common units related to the portion of the award recipient’s phantom units that have not vested and been settled as of the record date for such distribution. Cash distributions paid during the vesting period on phantom units that are classified as equity awards for accounting purposes are reflected initially as a reduction of partners’ capital. Cash distributions paid on such equity awards that are not initially expected to vest or ultimately do not vest are classified as compensation expense. As the probability of vesting changes, these initial categorizations could change. Cash distributions paid during the vesting period on phantom units that are classified as liability awards for accounting purposes are reflected as compensation expense and included in the “Selling, general and administrative” line item in the accompanying consolidated statements of operations and comprehensive income. During the year ended December 31, 2014, the Partnership paid approximately $0.8 million in DERs to phantom unitholders, $0.4 million of which was reflected as a reduction of partners’ capital and $0.3 million was reflected as compensation expense and included in the “Selling, general and administrative” line item in the accompanying unaudited condensed consolidated statements of operations and comprehensive income. | |||||||||||||||||||||
The compensation expense related to the 2013 Plan for the year ended December 31, 2014 was $3.2 million, which was included in the “Selling, general and administrative” line item in the accompanying consolidated statements of operations and comprehensive income. The amount recorded as liabilities in “Other non-current liabilities” in the accompanying consolidated balance sheets as of December 31, 2014 was less than $0.1 million. | |||||||||||||||||||||
The following table presents phantom units granted pursuant to the 2013 Plan: | |||||||||||||||||||||
Equity Awards | Liability Awards | ||||||||||||||||||||
Year Ended | Year Ended | ||||||||||||||||||||
31-Dec-14 | 31-Dec-14 | ||||||||||||||||||||
Number | Weighted Avg. | Number | Weighted Avg. | ||||||||||||||||||
of Phantom | Grant Date | of Phantom | Grant Date | Fair Value at | |||||||||||||||||
Units | Fair Value | Units | Fair Value | 12/31/14 | |||||||||||||||||
Balance at December 31, 2013 | - | $ | - | - | $ | - | $ | - | |||||||||||||
Granted | 932,000 | $ | 25.46 | 7,500 | $ | 25.46 | $ | 17.06 | |||||||||||||
Vested | - | $ | - | - | $ | - | $ | - | |||||||||||||
Forfeited | (3,500 | ) | $ | 25.46 | - | $ | - | $ | - | ||||||||||||
Balance at December 31, 2014 | 928,500 | $ | 25.46 | 7,500 | $ | 25.46 | $ | 17.06 | |||||||||||||
Earnings_Per_Unit
Earnings Per Unit | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Earnings Per Unit | Note 11—Earnings Per Unit | ||||||||||||
The Partnership uses the two-class method when calculating the net income per unit applicable to limited partners. The two-class method is based on the weighted-average number of common and subordinated units outstanding during the period. Basic net income per unit applicable to limited partners (including subordinated unitholders) is computed by dividing limited partners’ interest in net income, after deducting distributions, if any, by the weighted-average number of outstanding common and subordinated units. Payments made to the Partnership’s unitholders are determined in relation to actual distributions paid and are not based on the net income allocations used in the calculation of net income per unit. | |||||||||||||
Diluted net income per unit applicable to limited partners includes the effects of potentially dilutive units on the Partnership’s units. For the year ended December 31, 2014, the only potentially dilutive units outstanding consisted of the phantom units (see “Note 10—Equity Plans”). For the year ended December 31, 2013 the only potentially dilutive units outstanding consisted of GCAC’s preferred units (see “Note 8—Preferred Units”). | |||||||||||||
As a result of the recapitalization in connection with the IPO, earnings per unit was adjusted on a retroactive basis, which is reflected in the calculation below (in thousands, except per unit data): | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net Income | $ | 1,275 | $ | 12,831 | $ | 5,423 | |||||||
Less: | |||||||||||||
Distribution equivalent rights for unissued units | $ | 627 | $ | - | $ | - | |||||||
Preferred unit distributions | $ | - | $ | 1,770 | $ | - | |||||||
Earnings attributable to preferred units | $ | - | $ | 1,423 | $ | - | |||||||
Net income available to limited partners | $ | 648 | $ | 9,638 | $ | 5,423 | |||||||
Numerator for basic earnings per limited partner unit: | |||||||||||||
Allocation of net income among limited partner interests: | |||||||||||||
Net income allocated to common unitholders | $ | 343 | $ | 247 | $ | 71 | |||||||
Net income allocated to subordinated unitholders | $ | 305 | $ | 9,391 | $ | 5,352 | |||||||
Net income allocated to limited partners: | $ | 648 | $ | 9,638 | $ | 5,423 | |||||||
Denominator for basic earnings per limited partner unit: | |||||||||||||
Common units | 6,868 | 1,069 | 80 | ||||||||||
Subordinated units | 6,081 | 6,031 | 6,023 | ||||||||||
Total basic units outstanding | 12,949 | 7,100 | 6,103 | ||||||||||
Earnings per limited partner unit, basic: | |||||||||||||
Common units | $ | 0.05 | $ | 0.23 | $ | 0.89 | |||||||
Subordinated units | $ | 0.05 | $ | 1.56 | $ | 0.89 | |||||||
Numerator for diluted earnings per limited partner unit: | |||||||||||||
Allocation of net income among limited partner interests: | |||||||||||||
Net income allocated to common unitholders | $ | 343 | $ | 247 | $ | 71 | |||||||
Net income allocated to subordinated unitholders | $ | 305 | $ | 9,391 | $ | 5,352 | |||||||
Net income allocated to limited partners: | $ | 648 | $ | 9,638 | $ | 5,423 | |||||||
Denominator for diluted earnings per limited partner unit: | |||||||||||||
Common units | 6,868 | 2,583 | 80 | ||||||||||
Subordinated units | 6,081 | 6,031 | 6,023 | ||||||||||
Total diluted units outstanding | 12,949 | 8,614 | 6,103 | ||||||||||
Earnings per limited partner unit, diluted: | |||||||||||||
Common units | $ | 0.05 | $ | 0.1 | $ | 0.89 | |||||||
Subordinated units | $ | 0.05 | $ | 1.56 | $ | 0.89 | |||||||
Segment_Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2014 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 12—Segment Reporting |
The Partnership derives revenue from operating its terminal and transloading facilities. These facilities have been aggregated into one reportable segment because the facilities have similar long-term economic characteristics, products and types of customers. | |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Related Party Transactions [Abstract] | ||||||||||||
Related Party Transactions | Note 13—Related Party Transactions | |||||||||||
Agreements with Affiliates | ||||||||||||
Payments to the General Partner and its Affiliates | ||||||||||||
The General Partner conducts, directs and manages all activities of the Partnership. The General Partner is reimbursed on a monthly basis, or such other basis as may be determined, for: (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership and its subsidiaries; and (ii) all other expenses allocable to the Partnership and its subsidiaries or otherwise incurred by the General Partner in connection with operating the Partnership and its subsidiaries’ businesses (including expenses allocated to the General Partner by its affiliates). | ||||||||||||
For the years ended December 31, 2014, 2013 and 2012 the General Partner incurred expenses of $4.0 million, $2.5 million and $2.6 million, respectively. Such expenses are reimbursable from the Partnership and are reflected in the “Selling, general and administrative—affiliate” line on the accompanying consolidated statements of operations and comprehensive income. These expenses approximate what would be incurred by the Partnership on a stand-alone basis. As of December 31, 2014 and December 31, 2013, the Partnership had a payable of approximately $0.4 million and $0.1 million, respectively, to the General Partner which is reflected as “Due to general partner” in the accompanying consolidated balance sheets. | ||||||||||||
Registration Rights Agreement | ||||||||||||
In connection with the IPO, the Partnership entered into a registration rights agreement with the Sponsor. Pursuant to the registration rights agreement, the Partnership is required to file a registration statement to register the common units issued to our Sponsor and the common units issuable upon the conversion of the subordinated units upon request of the Sponsor. In addition, the registration rights agreement gives the Sponsor piggyback registration rights under certain circumstances. The registration rights agreement also includes provisions dealing with holdback agreements, indemnification and contribution and allocation of expenses. These registration rights are transferable to affiliates and, in certain circumstances, to third parties. | ||||||||||||
Assignment and Equity Purchase Agreement with GE EFS | ||||||||||||
In connection with the IPO, the Partnership entered into an assignment and equity purchase agreement with an affiliate of GE EFS that enabled the Partnership to acquire the LNG Interest. Approximately $72.7 million of the proceeds from the IPO were used to acquire the LNG Interest on the closing date of the IPO. | ||||||||||||
Other Transactions with Related Persons | ||||||||||||
GCAC Guarantee | ||||||||||||
GCAC guarantees up to $20 million of the Partnership’s Credit Facility. Under certain circumstances, the lenders may release GCAC from such guarantee. | ||||||||||||
Storage and Throughput Agreements with Center Oil | ||||||||||||
During 2007, the Partnership acquired seven terminals from Center Oil for $35.0 million in cash and 750,000 subordinated units in the Partnership. In connection with this purchase, the Partnership entered into a storage and throughput agreement with Center Oil whereby the Partnership provides storage and throughput services for various petroleum products to Center Oil at the terminals acquired by the Partnership in return for a fixed per barrel fee for each outbound barrel of Center Oil product shipped or committed to be shipped. The throughput fee is calculated and due monthly based on the terms and conditions as set forth in the storage and throughput agreement. In addition to the monthly throughput fee, Center Oil is required to pay the Partnership a fixed per barrel fee for any additives added into Center Oil’s product. | ||||||||||||
The term of the storage and throughput agreement extends through June 2017. The agreement will automatically renew for a period of three years at the expiration of the current term at an inflation adjusted rate (subject to a cap), as determined in accordance with the agreement, unless a party delivers a written notice of its election to terminate the storage and throughput agreement at least eighteen months prior to the expiration of the current term. | ||||||||||||
In February 2010, the Partnership acquired a 50% undivided interest in the Baltimore, MD terminal. In connection with the acquisition, the Partnership acquired an existing agreement with Center Oil whereby the Partnership provides ethanol storage and throughput services to Center Oil. The Partnership charges Center Oil a fixed fee for storage and a fee based upon ethanol throughput at the Baltimore, MD terminal. The storage and throughput fees are calculated monthly based on the terms and conditions of the storage and throughput agreement. The agreement has a one-year term and comes up for renewal in May 2015. | ||||||||||||
In May 2011, the Partnership entered into an agreement to provide refined products storage and throughput services to Center Oil at the Baltimore, MD terminal. The Partnership charges Center Oil a fixed fee for storage and a fee for ethanol blending and any additives added to Center Oil’s product. The storage and throughput fees are calculated monthly based on the terms and conditions of the storage and throughput agreement. The agreement has a one-year term and comes up for renewal in May 2015. | ||||||||||||
In May 2013, the Partnership entered into an agreement to provide gasoline storage and throughput services to Center Oil at the Brooklyn, NY terminal. The Partnership charges Center Oil a fixed per barrel fee for each inbound delivery of ethanol and every outbound barrel of product shipped or committed to be shipped and a fee for any ethanol blending and additives added to Center Oil’s product. The storage and throughput fees are calculated monthly based on the terms and conditions of the storage and throughput agreement. The agreement has a one-year term and comes up for renewal in May 2015. | ||||||||||||
Storage and Throughput Agreements with GCAC | ||||||||||||
In February 2013, and in connection with the GCAC Asset Acquisition, the Partnership entered into a storage and throughput agreement (the “GCAC Agreement 1”) with GCAC whereby the Partnership provides storage and throughput services for various petroleum products to GCAC at the acquired storage tanks existing at the time of the GCAC Asset Acquisition, in return for a fixed per barrel storage fee plus a fixed per barrel fee for related throughput and other ancillary services. In addition, the Partnership entered into a second storage and throughput agreement with GCAC (the “GCAC Agreement 2”) whereby the Partnership built an additional 150,000 barrels of storage tanks for GCAC to store and throughput various petroleum products in return for similar economic terms of GCAC Agreement 1. | ||||||||||||
The initial term of GCAC Agreements 1 and 2 is approximately five years. These agreements can be mutually extended by both parties as long as the extension is agreed to 180 days prior to the end of the initial termination date, otherwise the Partnership has the right to lease the storage capacity to any third party. | ||||||||||||
The total revenues associated with the storage and throughput agreements for Center Oil and GCAC and reflected in the “Revenues – Related parties” line on the accompanying consolidated statements of operations and comprehensive income are as follows (in thousands): | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Center Oil | $ | 7,382 | $ | 7,587 | $ | 9,663 | ||||||
GCAC | 1,848 | 592 | - | |||||||||
Total | $ | 9,230 | $ | 8,179 | $ | 9,663 | ||||||
The total receivables associated with the storage and throughput agreements for Center Oil and GCAC and reflected in the “Due from related parties” line on the accompanying consolidated balance sheets are as follows (in thousands): | ||||||||||||
As of December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Center Oil | $ | 594 | $ | 536 | ||||||||
GCAC | 306 | 186 | ||||||||||
Total | $ | 900 | $ | 722 | ||||||||
Operating Lease Agreement | ||||||||||||
In January 2014, the Partnership, through its wholly owned subsidiary, Arc Terminals Holdings, entered into a triple net operating lease agreement relating to the Portland Terminal together with a supplemental co-terminus triple net operating lease agreement for the use of certain pipeline infrastructure at such terminal (such lease agreements, collectively, the “Lease Agreement”), pursuant to which Arc Terminals Holdings leased the Portland Terminal from LCP Oregon Holdings LLC (“LCP Oregon”), a wholly owned subsidiary of CorEnergy Infrastructure Trust, Inc. (“CorEnergy”). Arc Logistics guaranteed Arc Terminals Holdings’ obligations under the Lease Agreement. CorEnergy owns a 6.6% direct investment in Lightfoot Capital Partners LP and a 1.5% direct investment in Lightfoot Capital Partners GP LLC, the general partner of Lightfoot. The Lease Agreement has a 15-year initial term and may be extended for additional five-year terms at the sole discretion of Arc Terminals Holdings, subject to renegotiated rental payment terms. | ||||||||||||
During the term of the Lease Agreement, Arc Terminals Holdings will make base monthly rental payments and variable rent payments based on the volume of liquid hydrocarbons that flowed through the Portland Terminal in the prior month. The base rents in the initial years of the Lease Agreement were $230,000 per month through July 2014 (prorated for the partial month of January 2014) and are $417,522 for each month thereafter until the end of year five. The base rents also increase each month starting with the month of August 2014 by a factor of 0.00958 of the specified construction costs incurred by LCP Oregon at the Portland Terminal, estimated at $10 million. Assuming such improvements are completed, the base rent will increase by approximately $95,800 per month. As of December 31, 2014, spending on terminal-related projects totaled approximately $5.6 million. The base rents will increase at the end of year five by the change in the consumer price index for the prior five years, and every year thereafter by the greater of two percent or the change in the consumer price index. The base rent is not influenced by the flow of hydrocarbons. Variable rent will result from the flow of hydrocarbons through the Portland Terminal in excess of a designated threshold of 12,500 barrels per day of oil equivalent. Variable rent is capped at 30% of base rent payments regardless of the level of hydrocarbon throughput. During the year ended December 31, 2014, the expense associated with the Lease Agreement was $6.5 million. During the year ended December 31, 2014, there was no variable rent associated with the Lease Agreement. | ||||||||||||
So long as Arc Terminals Holdings is not in default under the Lease Agreement, it shall have the right to purchase the Portland Terminal at the end of the third year of the Lease Agreement and at the end of any month thereafter by delivery of 90 days’ notice (“Purchase Option”). The purchase price shall be the greater of (i) nine times the total of base rent and variable rent for the 12 months immediately preceding the notice and (ii) $65.7 million. If the purchase right is not exercised, the Lease Agreement shall remain in place and Arc Terminals Holdings shall continue to pay rent as provided above. Arc Terminals Holdings also has the option to terminate the Lease Agreement on the fifth and tenth anniversaries, by providing written notice 12 months in advance, for a termination fee of approximately $4 million and $6 million, respectively. |
Major_Customers
Major Customers | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Risks And Uncertainties [Abstract] | |||||||||||||||||||||
Major Customers | Note 14—Major Customers | ||||||||||||||||||||
The following table presents the percentage of revenues and receivables associated with the Partnership’s significant customers (those that have accounted for 10% or more of the Partnership’s revenues in a given period) for the periods indicated: | |||||||||||||||||||||
% of Revenues | % of Receivables | ||||||||||||||||||||
For the Year Ended December 31, | As of December 31, | ||||||||||||||||||||
2014 | 2013 | 2012 | 2014 | 2013 | |||||||||||||||||
Chevron U.S.A. Inc. | 19 | % | 3 | % | 2 | % | 26 | % | 7 | % | |||||||||||
Center Oil | 13 | % | 16 | % | 42 | % | 13 | % | 10 | % | |||||||||||
Total percentages associated with | 32 | % | 19 | % | 44 | % | 39 | % | 17 | % | |||||||||||
significant customers | |||||||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||
Commitments and Contingencies | Note 15—Commitments and Contingencies | ||||||||||||||||||||||||||||
Environmental matters | |||||||||||||||||||||||||||||
The Partnership may have environmental liabilities that arise from time to time in the ordinary course of business and provides for losses associated with environmental remediation obligations, when such losses are probable and reasonably estimable. Estimated losses from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study. Loss accruals are adjusted as further information becomes available or circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their present value. There were no accruals recorded for environmental losses as of December 31, 2014 and 2013. | |||||||||||||||||||||||||||||
Commitments and contractual obligations | |||||||||||||||||||||||||||||
Future non-cancelable commitments related to certain contractual obligations as of December 31, 2014 are presented below (in thousands): | |||||||||||||||||||||||||||||
Payments Due by Period | |||||||||||||||||||||||||||||
Total | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | |||||||||||||||||||||||
Long-term debt obligations | $ | 111,063 | $ | - | $ | - | $ | - | $ | - | $ | 111,063 | $ | - | |||||||||||||||
Operating lease obligations | 30,251 | 6,346 | 6,511 | 6,382 | 10,906 | 106 | - | ||||||||||||||||||||||
Total | $ | 141,314 | $ | 6,346 | $ | 6,511 | $ | 6,382 | $ | 10,906 | $ | 111,169 | $ | - | |||||||||||||||
The schedule above assumes the Partnership will either exercise its Purchase Option or its right to terminate the Lease Agreement. | |||||||||||||||||||||||||||||
During the year ended December 31, 2014, the members of Gulf LNG Holdings approved spending up to approximately $14.6 million towards the development of a potential natural gas liquefaction and export terminal at the LNG Facility. For the year ended December 31, 2014, capital calls totaling $11.6 million were issued to all members of Gulf LNG Holdings, for which the Partnership’s pro rata share was approximately $1.2 million. As of December 31, 2014, the Partnership’s pro rata share of the remaining capital commitment was approximately $0.3 million. | |||||||||||||||||||||||||||||
In addition to the above, GCAC is able to receive up to an additional $5.0 million in cash earnout payments based upon the throughput activity of one customer through December 31, 2016. As of December 31, 2014, no additional amounts have been paid or are owed to GCAC. |
Quarterly_Financial_Data
Quarterly Financial Data | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Financial Data | Note 16— Quarterly Financial Data (Unaudited) | ||||||||||||||||
(in thousands, except per unit data) | First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
2014:00:00 | |||||||||||||||||
Revenues | $ | 13,213 | $ | 14,727 | $ | 13,690 | $ | 13,275 | |||||||||
Operating income | $ | 384 | $ | 1,185 | $ | 39 | $ | (6,481 | ) | ||||||||
Net income (loss) | $ | 1,861 | $ | 2,742 | $ | 1,636 | $ | (4,964 | ) | ||||||||
Net income (loss) per limited partner unit: | |||||||||||||||||
Common units (basic and diluted) | $ | 0.14 | $ | 0.21 | $ | 0.11 | $ | (0.40 | ) | ||||||||
Subordinated units (basic and diluted) | $ | 0.14 | $ | 0.21 | $ | 0.11 | $ | (0.40 | ) | ||||||||
Weighted average number of limited partners units outstanding: | |||||||||||||||||
Common units (basic and diluted) | 6,868 | 6,868 | 6,868 | 6,868 | |||||||||||||
Subordinated units (basic and diluted) | 6,081 | 6,081 | 6,081 | 6,081 | |||||||||||||
(in thousands, except per unit data) | First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
2013:00:00 | |||||||||||||||||
Revenues | $ | 9,608 | $ | 13,096 | $ | 12,625 | $ | 12,512 | |||||||||
Operating (loss) income | $ | (17 | ) | $ | 2,837 | $ | 2,733 | $ | 2,804 | ||||||||
Net income | $ | 9,857 | $ | 1,338 | $ | 1,274 | $ | 361 | |||||||||
Less: Net income attributable to preferred units | $ | 347 | $ | 600 | $ | 600 | $ | 223 | |||||||||
Net income attributable to partners' capital | $ | 9,511 | $ | 738 | $ | 674 | $ | 138 | |||||||||
Net income per limited partner unit, basic: | |||||||||||||||||
Common units | $ | 1.37 | $ | 0.1 | $ | 0.09 | $ | 0.03 | |||||||||
Subordinated units | $ | 1.37 | $ | 0.1 | $ | 0.09 | $ | 0 | |||||||||
Net income per limited partner unit, diluted: | |||||||||||||||||
Common units | $ | 1.37 | $ | 0.1 | $ | 0.09 | $ | 0.01 | |||||||||
Subordinated units | $ | 1.37 | $ | 0.1 | $ | 0.09 | $ | 0 | |||||||||
Weighted average number of limited partners units outstanding, basic: | |||||||||||||||||
Common units | 80 | 80 | 80 | 4,035 | |||||||||||||
Subordinated units | 6,023 | 6,023 | 6,023 | 6,058 | |||||||||||||
Weighted average number of limited partners units outstanding, diluted: | |||||||||||||||||
Common units | 80 | 80 | 80 | 10,093 | |||||||||||||
Subordinated units | 6,023 | 6,023 | 6,023 | - | |||||||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17—Subsequent Events |
Cash Distribution | |
In January 2015, the Partnership declared a quarterly cash distribution of $0.41 per unit ($1.64 per unit on an annualized basis) totaling approximately $5.3 million for all common and subordinated units outstanding. The distribution is for the period from October 1, 2014 through December 31, 2014. This distribution was paid on February 17, 2015 to unitholders of record on February 9, 2015. | |
JBBR Acquisition | |
JBBR Purchase Agreement | |
In February 2015, Arc Terminals Joliet Holdings LLC, a Delaware limited liability company (“Buyer”) and a wholly owned subsidiary of the Partnership that will be, upon the closing of the JBBR Acquisition referred to below, owned jointly by the Partnership and an affiliate of GE Energy Financial Services (“GE EFS”), entered into a Membership Interest Purchase Agreement (the “JBBR Purchase Agreement”) pursuant to which Buyer has agreed, subject to the terms and conditions thereof, to acquire from CenterPoint Properties Trust (the “Seller”), for a base cash purchase price of $216 million, all of the issued and outstanding membership interests in Joliet Bulk, Barge & Rail LLC (“JBBR”; and such acquisition, the “JBBR Acquisition”), which among other things owns a terminal and a 4-mile crude oil pipeline that are in the final stages of construction in Joliet, Illinois (the “Facility”). In connection with the JBBR Acquisition, the Partnership has entered into a joint venture arrangement with GE EFS. Upon the closing of the JBBR Acquisition (the “Closing”), an affiliate of GE EFS will own 40% of Buyer, with the remaining 60% owned by the Partnership. The Partnership will manage the ongoing operations of Buyer and its subsidiaries, including JBBR. | |
Equity Commitment Letters | |
In February 2015, each of the Partnership and Aircraft Services Corporation (the “GE Equity Provider”), an affiliate of GE EFS, entered into separate equity commitment letters with Buyer under which the Partnership and GE Equity Provider agreed to contribute to Buyer sixty percent (60%) and forty percent (40%), respectively, of the JBBR Purchase Price to enable the Buyer to consummate the acquisition of JBBR. The obligations of the Partnership and GE Equity Provider to make such funding available to the Buyer at the Closing are subject to customary funding conditions, including the satisfaction (or waiver by Buyer) of all conditions to Buyer’s obligation to consummate the JBBR Acquisition pursuant to the JBBR Purchase Agreement, as more fully set forth in the respective equity commitment letters provided by the Partnership and GE Equity Provider. Following the Closing, the Partnership and GE EFS will indirectly own sixty percent (60%) and forty percent (40%), respectively, of the Buyer. | |
Interim Investors Agreement | |
In February 2015, the Partnership and EFS-S LLC (and an affiliate of GE EFS and, as such, “GE JV Partner”) entered into an interim investors agreement (the “Interim Investors Agreement”), which governs the actions of Buyer and the relationship between the Partnership and GE JV Partner as it relates to Buyer until the earlier of the Closing or the termination of the JBBR Purchase Agreement. The Partnership and GE JV Partner have agreed to enter into an amended and restated limited liability company agreement of Buyer concurrently with the Closing on terms consistent with terms set forth in the Interim Investors Agreement. | |
Material Relationships Relating to Interim Investors Agreement | |
GE EFS owns, indirectly, interests in Lightfoot. Lightfoot has a significant interest in the Partnership through its ownership of a 42.9% limited partner interest in the Partnership (prior to giving effect to the issuance by the Partnership of common units in the PIPE Transaction described below), 100% of the limited liability company interests in the General Partner, and all of the Partnership’s incentive distribution rights. Daniel Castagnola, Managing Director of GE EFS, which is an affiliate of General Electric Capital Corporation, serves on the board of directors of the General Partner. | |
Financing of the Partnership Equity Commitment | |
PIPE Transaction | |
In February 2015, the Partnership entered into a Unit Purchase Agreement (the “PIPE Purchase Agreement”) with the purchasers named therein (the “PIPE Purchasers”) to sell 4,411,765 common units at a price of $17.00 per unit (the “Common Unit Purchase Price”) in a private placement (the “PIPE Transaction”). The Common Unit Purchase Price will be reduced by the Partnership’s first quarter 2015 distribution in respect of its common units if the closing of the PIPE Transaction is after the record date for such distribution. The Partnership will use the proceeds from the private placement (totaling $75 million before placement agent commissions and expenses) to fund a portion of the Partnership’s obligations (the “Partnership Equity Commitment”) under the Partnership Equity Commitment Letter. If the PIPE Purchase Agreement is terminated pursuant to its terms, including on account of the termination of the JBBR Purchase Agreement or if the closing under the PIPE Purchase Agreement fails to occur by May 18, 2015, the Partnership shall pay to each PIPE Purchaser a commitment fee of 1% of such PIPE Purchaser’s commitment amount under the PIPE Purchase Agreement. During the period commencing on the date of execution of the PIPE Purchase Agreement and ending 90 days following the date of the closing of the PIPE Transaction, the Partnership is restricted under the PIPE Purchase Agreement from issuing, without the consent of the PIPE Purchasers holding a majority of the purchased common units (or, prior to closing, the PIPE Purchasers entitled to acquire at closing a majority of such common units), equity securities of the Partnership except for, in general, common units of the Partnership issued at or above a stated issuance price in (or to fund) an acquisition that is determined by the Board of Directors of the general partner of the Partnership to result in an increase in the Partnership’s distributable cash flow over the first full four quarters following such acquisition. The issuance of the common units pursuant to the PIPE Purchase Agreement is being made in reliance upon an exemption from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof. | |
Material Relationships Relating to PIPE Transaction | |
MTP Energy Master Fund Ltd. (“Magnetar PIPE Investor”), one of the PIPE Purchasers, has committed $9.5 million to the purchase of Common Units in the PIPE Transaction. Magnetar Financial LLC controls the investment manager of the Magnetar PIPE Investor, and an affiliate of Magnetar Financial LLC also owns interests in Lightfoot. Eric Scheyer, the Head of the Energy Group of Magnetar Financial LLC, also serves on the board of directors of the General Partner. | |
Debt Financing | |
In February 2015, the Partnership’s operating subsidiary, Arc Terminals Holdings, entered into a commitment letter with SunTrust Bank and SunTrust Robinson Humphrey, Inc. (together, “ SunTrust ” and such letter, the “Debt Commitment Letter”) that (i) sets forth the terms and conditions of an incremental senior secured credit facility (the “Incremental Facility”) consisting of an increase to the revolving Credit Facility set forth in the Second Amended and Restated Revolving Credit Agreement, dated as of November 12, 2013 (as amended, the “ Existing Credit Agreement ”), in an amount such that the aggregate amount of all outstanding loans and commitments under the Existing Credit Agreement will not exceed $275 million and the effectiveness of which remains subject to the receipt of consents from the necessary lenders under the Existing Credit Agreement and (ii) pursuant to which SunTrust agreed to provide 100% of a backstop senior secured credit facility of up to $275 million (the “ Backstop Commitment ” and, together with the Incremental Facility, the “Debt Financing”) in order to refinance the Existing Credit Agreement in the event that consents are not received from the necessary lenders to approve the Incremental Facility. | |
Long-Term Incentive Plan | |
In March 2015, the Board approved the grant of approximately 45,668 additional phantom units pursuant to the 2013 Plan to certain employees, consultants and a non-employee director of the Partnership Entities. Each grant will have time based vesting, will be settled in common units and include a DER. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ||||||||
Basis of Presentation | Basis of Presentation | |||||||
The accompanying consolidated financial statements were prepared in accordance with GAAP and under the rules and regulations of the SEC. The accompanying consolidated financial statements include the accounts of the Partnership and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | ||||||||
The Partnership has disclosed consolidated figures of the Partnership as if the Partnership had operated since the inception of Arc Terminals. The contribution of Arc Terminals to Arc Logistics in connection with the IPO was not considered a business combination accounted for under the purchase method as it was a transfer of assets under common control and, accordingly, balances have been transferred at their historical cost. The combined financial statements for the periods prior to the contribution on November 12, 2013 have been prepared using Arc Terminals’ historical basis in the assets and liabilities, and include all revenues, costs, assets and liabilities attributed to Arc Terminals. | ||||||||
During the first quarter of 2014, the Partnership identified a classification error in the Consolidated Statement of Cash Flows for the year ended December 31, 2013 associated with the distributions received from an unconsolidated affiliate for which a portion was incorrectly classified within net cash used in investing activities. The misclassification resulted in an understatement of “net cash used in investing activities” and “net cash provided by operating activities” of approximately $1.3 million. The misclassification had no impact on the Consolidated Balance Sheet or on the Consolidated Statement of Operations nor did it affect the net increase in cash and cash equivalents on the Consolidated Statement of Cash Flows as of or for the period ended December 31, 2013. | ||||||||
The Partnership evaluated the effect of the misclassification on its previously issued financial statements for the year ended December 31, 2013 and concluded the impact was not material. The Partnership recognized the impact of this misclassification in this Annual Report on Form 10-K by increasing cash flow used in investing activities and cash flows provided by operating activities by $1.3 million for the year ended December 31, 2013 as compared to what was previously reported in the 2013 Form 10-K. | ||||||||
Use of Estimates | Use of Estimates | |||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to the valuation of acquired businesses, goodwill and intangible assets, assessment for impairment of long-lived assets and the useful lives of intangible assets and property, plant and equipment. Actual results could differ from those estimates. | ||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||
The Partnership includes demand deposits with banks and all highly liquid investments with original maturities of three months or less in cash and cash equivalents. These balances are valued at cost, which approximates fair value. | ||||||||
Trade Accounts Receivable | Trade Accounts Receivable | |||||||
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Partnership reserves for specific trade accounts receivable when it is probable that all or a part of an outstanding balance will not be collected. The Partnership regularly reviews collectability and establishes or adjusts the allowance as necessary using the specific identification method. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. There were no reserves for uncollectible amounts as of December 31, 2014 and 2013. During the year ended December 31, 2013, the Partnership wrote off less than $0.1 million of uncollectible receivables. No other amounts have been deemed uncollectible in the periods presented in the consolidated statements of operations and comprehensive income. | ||||||||
Inventories | Inventories | |||||||
Inventories consist of additives which are sold to customers and mixed with the various customer-owned liquid products stored in the Partnership’s terminals. Inventories are stated at the lower of cost or estimated net realizable value. Inventory costs are determined using the first-in, first-out method. | ||||||||
Other Current Assets | Other Current Assets | |||||||
Other current assets consist primarily of prepaid expenses and deposits. | ||||||||
Property, Plant and Equipment | Property, Plant and Equipment | |||||||
Property, plant and equipment is recorded at cost, less accumulated depreciation. The Partnership owns a 50% undivided interest in the property, plant and equipment at two terminal locations. At the time of acquisition, these assets were recorded at 50% of the aggregate fair value of the related property, plant and equipment. Expenditures for routine maintenance and repairs are charged to expense as incurred. Major improvements or expenditures that extend the useful life or productive capacity of assets are capitalized. Depreciation is recorded over the estimated useful lives of the applicable assets, using the straight-line method. The estimated useful lives are as follows: | ||||||||
Building and site improvements | 1–40 years | |||||||
Tanks and trim | 1–40 years | |||||||
Machinery and equipment | 1–40 years | |||||||
Office furniture and equipment | 1–15 years | |||||||
Capitalized costs incurred by the Partnership during the year for major improvements and capital projects that are not completed as of year-end are recorded as construction in progress. Construction in progress is not depreciated until the related assets or improvements are ready for intended use. Additionally, the Partnership capitalizes interest costs as a part of the historical cost of constructing certain assets and includes such interest in the property, plant and equipment line on the balance sheet. Capitalized interest for the years ended December 31, 2014 and 2013 was $0.2 million and $0.4 million, respectively. | ||||||||
Intangible Assets | Intangible Assets | |||||||
Intangible assets primarily consist of customer relationships, acquired contracts and a covenant not to compete which are amortized on a straight-line basis over the expected life of each intangible asset. | ||||||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | |||||||
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. | ||||||||
No impairment charges were recorded during the years ended December 31, 2014, 2013 and 2012 except as discussed in “Note 5—Property, Plant and Equipment”. | ||||||||
Goodwill | Goodwill | |||||||
Goodwill represents the excess of consideration paid over the fair value of net assets acquired in a business combination. Goodwill is not amortized but instead is assessed for impairment at least annually or when facts and circumstances warrant. Goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. The Partnership determines the fair value of its single reporting unit by blending two valuation approaches: the income approach and a market value approach. The Partnership determined at December 31, 2014, there were no impairment charges and no event indicating an impairment has occurred. | ||||||||
No impairments were recorded against goodwill through December 31, 2014 and 2013. | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Beginning Balance | $ | 15,162 | $ | 6,730 | ||||
Goodwill acquired | - | 8,432 | ||||||
Impairment | - | - | ||||||
Ending Balance | $ | 15,162 | $ | 15,162 | ||||
Other Assets | Other Assets | |||||||
Other assets consist primarily of debt issuance costs related to the Credit Facility amendment entered into in November 2013 (see “Note 7—Debt”). Debt issuance costs are capitalized and amortized over the term of the related debt using straight line amortization, which approximates the effective interest rate method. As of December 31, 2014, these costs were approximately $1.5 million. | ||||||||
Investment in Unconsolidated Affiliate | Investment in Unconsolidated Affiliate | |||||||
In connection with the IPO, the Partnership purchased the LNG Interest from an affiliate of GE EFS for approximately $72.7 million. The Partnership accounts for the LNG Interest using the equity method of accounting. | ||||||||
Deferred Rent | Deferred Rent | |||||||
The Lease Agreement (as defined in “Note 13—Related Party Transactions—Other Transactions with Related Persons—Operating Lease Agreement” below) contains certain rent escalation clauses, contingent rent provisions and lease termination payments. The Partnership recognizes rent expense for operating leases on a straight-line basis over the term of the lease, taking into consideration the items noted above. Contingent rental payments are generally recognized as rent expense as incurred. The deferred rent resulting from the recognition of rent expense on a straight-line basis related to the Lease Agreement is included within “Other non-current liabilities” in the accompanying consolidated balance sheets at December 31, 2014. | ||||||||
Revenue Recognition | Revenue Recognition | |||||||
Revenues from leased tank storage and delivery services are recognized as the services are performed. Revenues also include the sale of excess products and additives which are mixed with customer-owned liquid products. Revenues for the sale of excess products and additives are recognized when title and risk of loss passes to the customer. | ||||||||
Income Taxes | Income Taxes | |||||||
Taxable income or loss of the Partnership generally is required to be reported on the income tax returns of the limited partners in accordance with the terms of the partnership agreement. Accordingly, no provision has been made in the accompanying consolidated financial statements for the limited partners’ federal income taxes. There are certain entity level state income taxes that are incurred at the Partnership level and have been recorded during the years ended December 31, 2014, 2013 and 2012. | ||||||||
Tax returns for the years ended December 31, 2014, 2013, 2012, 2011 and 2010 are open to IRS and state audits. The Partnership is not aware of any uncertain tax positions as of December 31, 2014 and 2013. | ||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a specified measurement date. Fair value measurements are derived using inputs and assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. GAAP establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This three-tier hierarchy classifies fair value amounts recognized or disclosed in the financial statements based on the observability of inputs used to estimate such fair values. The classification within the hierarchy of a financial asset or liability is determined based on the lowest level input that is significant to the fair value measurement. The hierarchy considers fair value amounts based on observable inputs (Level 1 and 2) to be more reliable and predictable than those based primarily on unobservable inputs (Level 3). At each balance sheet reporting date, the Partnership categorizes its financial assets and liabilities using this hierarchy. | ||||||||
The amounts reported in the balance sheet for cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value because of the short-term maturities of these instruments (Level 1). The carrying amount of the Terminal Credit Facility as well as the Partnership’s Credit Facility approximated fair value due to its short-term nature and market rate of interest (Level 2). | ||||||||
The Partnership believes that its valuation methods are appropriate and consistent with the values that would be determined by other market participants. However, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. | ||||||||
Unit-Based Compensation | Unit-Based Compensation | |||||||
The Partnership recognizes all unit-based compensation to directors, officers, employees and other service providers in the consolidated financial statements based on the fair value of the awards. Fair value for unit-based awards classified as equity awards is determined on the grant date of the award and this value is recognized as compensation expense ratably over the requisite service or performance period of the equity award. Fair value for equity awards is calculated at the closing price of the common units on the grant date. Fair value for unit-based awards classified as liability awards is calculated at the closing price of the common units on the grant date and is remeasured at each reporting period until the award is settled. Compensation expense related to unit-based awards is included in the “Selling, general and administrative” line item in the accompanying unaudited condensed consolidated statements of operations and comprehensive income. | ||||||||
For awards with performance conditions, the expense is accrued over the service period only if the performance condition is considered to be probable of occurring. When awards with performance conditions that were previously considered improbable become probable, the Partnership incurs additional expense in the period that the probability assessment changes (see “Note 10—Equity Plans”). | ||||||||
Net Income Per Unit | Net Income Per Unit | |||||||
The Partnership uses the two-class method in the computation of earnings per unit since there is more than one participating class of securities. Earnings per common and subordinated unit are determined by dividing net income allocated to the common units and subordinated units, respectively, after deducting the amount allocated to the phantom and preferred unitholders, if any, by the weighted average number of outstanding common and subordinated units, respectively, during the period. The overall computation, presentation and disclosure of the Partnership’s limited partners’ net income per unit are made in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260 “Earnings per Share.” | ||||||||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | |||||||
In May 2014, the FASB issued updated guidance on the reporting and disclosure of revenue recognition. The update requires that an entity recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires new qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, information about contract balances and performance obligations, and assets recognized from costs incurred to obtain or fulfill a contract. The Partnership is currently evaluating the potential impact of this authoritative guidance on its financial condition, results of operations, cash flows and related disclosures. This guidance will be effective for the Partnership beginning in the first quarter of 2017. | ||||||||
In June 2014, the FASB issued new guidance related to stock compensation. The new standard requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. The Partnership does not expect this requirement to have a significant impact on its financial condition, results of operations, cash flows and related disclosures. This guidance will be effective for the Partnership beginning in the first quarter of 2016, with early adoption optional. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ||||||||
Summary of Estimated Useful Lives of Property, Plant and Equipment | The estimated useful lives are as follows: | |||||||
Building and site improvements | 1–40 years | |||||||
Tanks and trim | 1–40 years | |||||||
Machinery and equipment | 1–40 years | |||||||
Office furniture and equipment | 1–15 years | |||||||
Schedule of Goodwill | No impairments were recorded against goodwill through December 31, 2014 and 2013. | |||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Beginning Balance | $ | 15,162 | $ | 6,730 | ||||
Goodwill acquired | - | 8,432 | ||||||
Impairment | - | - | ||||||
Ending Balance | $ | 15,162 | $ | 15,162 | ||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Pro Forma Financial Results | |||||||||
The following unaudited pro forma financial results for the years ended December 31, 2013 and 2012 are presented for comparative purposes only and assume the GCAC acquisition had occurred on January 1, 2012. The effects of the GCAC Asset Acquisition are included in the accompanying consolidated statement of operations and comprehensive income for the year ended December 31, 2014. The unaudited pro forma results reflect certain adjustments to the acquisition, such as increased depreciation and amortization expense on the fair value of the assets acquired. The unaudited pro forma financial results may not be indicative of the results that would have occurred had the acquisition been completed at the beginning of the periods presented, nor are they indicative of future results of operations (in thousands, except per unit amounts): | |||||||||
Year Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
(Unaudited proforma) | |||||||||
Total revenues | $ | 49,442 | $ | 34,469 | |||||
Operating income | 11,822 | 5,627 | |||||||
Net Income | $ | 15,759 | $ | 2,847 | |||||
Less: Net income attributable to preferred units | $ | 2,023 | $ | 2,400 | |||||
Net income attributable to partners' capital | $ | 13,736 | $ | 447 | |||||
Earnings per unit - Basic: | |||||||||
Common and Subordinated | $ | 1.92 | $ | 0.07 | |||||
Earnings per unit - Diluted: | |||||||||
Common and Subordinated | $ | 1.86 | $ | 0.07 | |||||
Gulf Coast Asphalt Company, L.L.C. [Member] | |||||||||
Summary of Consideration Paid and Amounts of Assets Acquired | The following table summarizes the consideration paid and the amounts of assets acquired at the acquisition date (in thousands): | ||||||||
Consideration: | |||||||||
Cash paid to seller | $ | 25,000 | |||||||
Debt assumed | 30,000 | ||||||||
Preferred units issued | 30,000 | ||||||||
Total consideration | $ | 85,000 | |||||||
Allocation of purchase price: | |||||||||
Property and equipment | $ | 39,242 | |||||||
Intangible assets | 37,326 | ||||||||
Goodwill | 8,432 | ||||||||
Net assets acquired | $ | 85,000 | |||||||
Motiva Enterprises LLC [Member] | |||||||||
Summary of Consideration Paid and Amounts of Assets Acquired | The following table summarizes the consideration paid and the amounts of assets acquired at the acquisition date (in thousands): | ||||||||
Consideration: | |||||||||
Cash paid to seller | $ | 27,000 | |||||||
Allocation of purchase price: | |||||||||
Property and equipment | $ | 36,749 | |||||||
Inventory | 19 | ||||||||
Intangible assets | 2,009 | ||||||||
Bargain purchase gain | (11,777 | ) | |||||||
Net assets acquired | $ | 27,000 | |||||||
Investment_in_Unconsolidated_A1
Investment in Unconsolidated Affiliate (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Schedule of Investment in Unconsolidated Affiliate | “Investment in unconsolidated affiliate” consisted of the LNG Interest and its balances as of December 31, 2014 and, 2013 are represented below (in thousands): | |||||||
Balance at December 31, 2012 | $ | - | ||||||
Investment in Gulf LNG Holdings, LLC | 72,739 | |||||||
Equity earnings | 1,307 | |||||||
Distributions | (2,451 | ) | ||||||
Amortization of premium | (41 | ) | ||||||
Other comprehensive income | 492 | |||||||
Balance at December 31, 2013 | $ | 72,046 | ||||||
Equity earnings | 9,895 | |||||||
Contributions | 1,197 | |||||||
Distributions | (9,827 | ) | ||||||
Amortization of premium | (309 | ) | ||||||
Other comprehensive income | (144 | ) | ||||||
Balance at December 31, 2014 | $ | 72,858 | ||||||
Schedule of Estimated Aggregate Amortization of Premium | The estimated aggregate amortization of this premium for its remaining useful life from December 31, 2014 is as follows (in thousands): | |||||||
Total | ||||||||
2015 | $ | 309 | ||||||
2016 | 309 | |||||||
2017 | 309 | |||||||
2018 | 309 | |||||||
2019 | 309 | |||||||
Thereafter | 6,753 | |||||||
$ | 8,298 | |||||||
Schedule of Partners Equity Earnings in LNG Interest | For the year ended December 31, 2013, the Partnership calculated its equity earnings in the LNG Interest as shown in the table below (in thousands): | |||||||
Gulf LNG Holdings net income for the year ended December 31, 2013 | $ | 94,895 | ||||||
Percentage of Net Income attributable to the Partnership | 13 | % | ||||||
from November 12, 2013 through December 31, 2013 | ||||||||
Net Income attributable to the Partnership | $ | 12,689 | ||||||
from November 12, 2013 through December 31, 2013 | ||||||||
Percentage of ownership in Gulf LNG Holdings | 10.3 | % | ||||||
Equity earnings from unconsolidated affiliate | $ | 1,307 | ||||||
Gulf LNG Holdings [Member] | ||||||||
Schedule of Investment in Unconsolidated Affiliate | Summarized financial information for Gulf LNG Holdings is reported below (in thousands): | |||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Balance sheets | ||||||||
Current assets | $ | 12,537 | $ | 8,694 | ||||
Noncurrent assets | 926,980 | 952,630 | ||||||
Total assets | $ | 939,517 | $ | 961,324 | ||||
Current liabilities | $ | 85,818 | $ | 81,173 | ||||
Long-term liabilities | 733,401 | 773,115 | ||||||
Member’s equity | 120,298 | 107,036 | ||||||
Total liabilities and member’s equity | $ | 939,517 | $ | 961,324 | ||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Income statements | ||||||||
Revenues | $ | 186,243 | $ | 186,090 | ||||
Total operating costs and expenses | 56,743 | 56,146 | ||||||
Operating income | 129,500 | 129,944 | ||||||
Net income | $ | 96,062 | $ | 94,895 | ||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Schedule of Property, Plant and Equipment | The Partnership’s property, plant and equipment consisted of (in thousands): | ||||||||
As of December 31, | |||||||||
2014 | 2013 | ||||||||
Land | $ | 49,615 | $ | 51,175 | |||||
Buildings and site improvements | 36,298 | 34,660 | |||||||
Tanks and trim | 91,463 | 92,337 | |||||||
Machinery and equipment | 32,815 | 32,819 | |||||||
Office furniture and equipment | 2,348 | 2,334 | |||||||
Construction in progress | 6,175 | 5,003 | |||||||
218,714 | 218,328 | ||||||||
Less: Accumulated depreciation | (22,828 | ) | (16,851 | ) | |||||
Property, plant and equipment, net | $ | 195,886 | $ | 201,477 | |||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ||||||||||
Summary of Partnership's Intangible Assets | The Partnership’s intangible assets consisted of (in thousands): | |||||||||
Estimated | ||||||||||
Useful Lives | As of December 31, | |||||||||
in Years | 2014 | 2013 | ||||||||
Customer relationships | 21 | $ | 4,785 | $ | 4,785 | |||||
Acquired contracts | 10-Feb | 39,900 | 39,900 | |||||||
Noncompete agreements | 3-Feb | 741 | 741 | |||||||
45,426 | 45,426 | |||||||||
Less: Accumulated amortization | (12,237 | ) | (7,119 | ) | ||||||
Intangible assets, net | $ | 33,189 | $ | 38,307 | ||||||
Partners_Capital_and_Distribut1
Partners' Capital and Distributions (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Schedule of Outstanding Capital Units | As a result of the recapitalization in connection with the IPO, the number of units outstanding was adjusted on a retroactive basis, which is reflected in the table below: | ||||||||||||
Limited Partner | Limited Partner | ||||||||||||
Preferred Units | Common Units | Subordinated Units | |||||||||||
Units outstanding at December 31, 2012 | - | 80,302 | 6,022,655 | ||||||||||
Issuance of preferred units | 1,500,000 | - | - | ||||||||||
Contribution of preferred units (1) | (1,500,000 | ) | 779 | 58,426 | |||||||||
Issuance of common units | - | 6,786,869 | - | ||||||||||
Units outstanding at December 31, 2013 | - | 6,867,950 | 6,081,081 | ||||||||||
Units outstanding at December 31, 2014 | - | 6,867,950 | 6,081,081 | ||||||||||
-1 | GCAC contributed its preferred units in Arc Terminals in exchange for 779 common units and 58,426 subordinated units in the Partnership and $29.8 million in cash. | ||||||||||||
Schedule of the Quarterly Distributions Related to the Partnership's Quarterly Financial Results | The table below summarizes the quarterly distributions related to the Partnership’s quarterly financial results (in thousands, except per unit data): | ||||||||||||
Quarter Ended | Total Quarterly | Total Cash | Date of | Unitholders | |||||||||
Distribution | Distribution | Distribution | Record Date | ||||||||||
Per Unit | |||||||||||||
31-Dec-14 | $ | 0.41 | $ | 5,309 | 17-Feb-15 | 9-Feb-15 | |||||||
30-Sep-14 | $ | 0.41 | $ | 5,309 | 17-Nov-14 | 10-Nov-14 | |||||||
30-Jun-14 | $ | 0.4 | $ | 5,180 | 18-Aug-14 | 11-Aug-14 | |||||||
31-Mar-14 | $ | 0.3875 | $ | 5,018 | 16-May-14 | 9-May-14 | |||||||
December 31, 2014 (1) | $ | 0.2064 | $ | 2,673 | 18-Feb-14 | 10-Feb-14 | |||||||
(1) Initial pro rata cash distribution, prorated for the period from November 13, 2013 to December 31, 2013. | |||||||||||||
Percentage of Incentive Distribution Rights to Partnership's Unitholders and General Partner | If cash distributions to the Partnership’s unitholders exceed $0.4456 per unit in any quarter, the Partnership’s unitholders and the General Partner, as the initial holder of the incentive distribution rights, will receive distributions according to the following percentage allocations: | ||||||||||||
Total Quarterly Distribution Per Unit Target Amount | Marginal Percentage | ||||||||||||
Interest | |||||||||||||
in Distributions | |||||||||||||
Unitholders | General | ||||||||||||
Partner | |||||||||||||
above $0.3875 up to $0.4456 | 100 | % | 0 | % | |||||||||
above $0.4456 up to $0.4844 | 85 | % | 15 | % | |||||||||
above $0.4844 up to $0.5813 | 75 | % | 25 | % | |||||||||
above $0.5813 | 50 | % | 50 | % | |||||||||
Equity_Plans_Table
Equity Plans (Table) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | The following table presents phantom units granted pursuant to the 2013 Plan: | ||||||||||||||||||||
Equity Awards | Liability Awards | ||||||||||||||||||||
Year Ended | Year Ended | ||||||||||||||||||||
31-Dec-14 | 31-Dec-14 | ||||||||||||||||||||
Number | Weighted Avg. | Number | Weighted Avg. | ||||||||||||||||||
of Phantom | Grant Date | of Phantom | Grant Date | Fair Value at | |||||||||||||||||
Units | Fair Value | Units | Fair Value | 12/31/14 | |||||||||||||||||
Balance at December 31, 2013 | - | $ | - | - | $ | - | $ | - | |||||||||||||
Granted | 932,000 | $ | 25.46 | 7,500 | $ | 25.46 | $ | 17.06 | |||||||||||||
Vested | - | $ | - | - | $ | - | $ | - | |||||||||||||
Forfeited | (3,500 | ) | $ | 25.46 | - | $ | - | $ | - | ||||||||||||
Balance at December 31, 2014 | 928,500 | $ | 25.46 | 7,500 | $ | 25.46 | $ | 17.06 | |||||||||||||
Earnings_Per_Unit_Tables
Earnings Per Unit (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Schedule of Earnings Per Unit | As a result of the recapitalization in connection with the IPO, earnings per unit was adjusted on a retroactive basis, which is reflected in the calculation below (in thousands, except per unit data): | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net Income | $ | 1,275 | $ | 12,831 | $ | 5,423 | |||||||
Less: | |||||||||||||
Distribution equivalent rights for unissued units | $ | 627 | $ | - | $ | - | |||||||
Preferred unit distributions | $ | - | $ | 1,770 | $ | - | |||||||
Earnings attributable to preferred units | $ | - | $ | 1,423 | $ | - | |||||||
Net income available to limited partners | $ | 648 | $ | 9,638 | $ | 5,423 | |||||||
Numerator for basic earnings per limited partner unit: | |||||||||||||
Allocation of net income among limited partner interests: | |||||||||||||
Net income allocated to common unitholders | $ | 343 | $ | 247 | $ | 71 | |||||||
Net income allocated to subordinated unitholders | $ | 305 | $ | 9,391 | $ | 5,352 | |||||||
Net income allocated to limited partners: | $ | 648 | $ | 9,638 | $ | 5,423 | |||||||
Denominator for basic earnings per limited partner unit: | |||||||||||||
Common units | 6,868 | 1,069 | 80 | ||||||||||
Subordinated units | 6,081 | 6,031 | 6,023 | ||||||||||
Total basic units outstanding | 12,949 | 7,100 | 6,103 | ||||||||||
Earnings per limited partner unit, basic: | |||||||||||||
Common units | $ | 0.05 | $ | 0.23 | $ | 0.89 | |||||||
Subordinated units | $ | 0.05 | $ | 1.56 | $ | 0.89 | |||||||
Numerator for diluted earnings per limited partner unit: | |||||||||||||
Allocation of net income among limited partner interests: | |||||||||||||
Net income allocated to common unitholders | $ | 343 | $ | 247 | $ | 71 | |||||||
Net income allocated to subordinated unitholders | $ | 305 | $ | 9,391 | $ | 5,352 | |||||||
Net income allocated to limited partners: | $ | 648 | $ | 9,638 | $ | 5,423 | |||||||
Denominator for diluted earnings per limited partner unit: | |||||||||||||
Common units | 6,868 | 2,583 | 80 | ||||||||||
Subordinated units | 6,081 | 6,031 | 6,023 | ||||||||||
Total diluted units outstanding | 12,949 | 8,614 | 6,103 | ||||||||||
Earnings per limited partner unit, diluted: | |||||||||||||
Common units | $ | 0.05 | $ | 0.1 | $ | 0.89 | |||||||
Subordinated units | $ | 0.05 | $ | 1.56 | $ | 0.89 | |||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Revenues - Related Parties [Member] | ||||||||||||
Schedule of Related Party Transactions | The total revenues associated with the storage and throughput agreements for Center Oil and GCAC and reflected in the “Revenues – Related parties” line on the accompanying consolidated statements of operations and comprehensive income are as follows (in thousands): | |||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Center Oil | $ | 7,382 | $ | 7,587 | $ | 9,663 | ||||||
GCAC | 1,848 | 592 | - | |||||||||
Total | $ | 9,230 | $ | 8,179 | $ | 9,663 | ||||||
Receivables [Member] | ||||||||||||
Schedule of Related Party Transactions | The total receivables associated with the storage and throughput agreements for Center Oil and GCAC and reflected in the “Due from related parties” line on the accompanying consolidated balance sheets are as follows (in thousands): | |||||||||||
As of December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Center Oil | $ | 594 | $ | 536 | ||||||||
GCAC | 306 | 186 | ||||||||||
Total | $ | 900 | $ | 722 | ||||||||
Major_Customers_Tables
Major Customers (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Risks And Uncertainties [Abstract] | |||||||||||||||||||||
Schedules of Percentages of Revenues and Receivables Associated with Significant Customers | The following table presents the percentage of revenues and receivables associated with the Partnership’s significant customers (those that have accounted for 10% or more of the Partnership’s revenues in a given period) for the periods indicated: | ||||||||||||||||||||
% of Revenues | % of Receivables | ||||||||||||||||||||
For the Year Ended December 31, | As of December 31, | ||||||||||||||||||||
2014 | 2013 | 2012 | 2014 | 2013 | |||||||||||||||||
Chevron U.S.A. Inc. | 19 | % | 3 | % | 2 | % | 26 | % | 7 | % | |||||||||||
Center Oil | 13 | % | 16 | % | 42 | % | 13 | % | 10 | % | |||||||||||
Total percentages associated with | 32 | % | 19 | % | 44 | % | 39 | % | 17 | % | |||||||||||
significant customers | |||||||||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||
Schedule of Future Non-Cancelable Commitments Related to Certain Contractual Obligations | Future non-cancelable commitments related to certain contractual obligations as of December 31, 2014 are presented below (in thousands): | ||||||||||||||||||||||||||||
Payments Due by Period | |||||||||||||||||||||||||||||
Total | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | |||||||||||||||||||||||
Long-term debt obligations | $ | 111,063 | $ | - | $ | - | $ | - | $ | - | $ | 111,063 | $ | - | |||||||||||||||
Operating lease obligations | 30,251 | 6,346 | 6,511 | 6,382 | 10,906 | 106 | - | ||||||||||||||||||||||
Total | $ | 141,314 | $ | 6,346 | $ | 6,511 | $ | 6,382 | $ | 10,906 | $ | 111,169 | $ | - | |||||||||||||||
Quarterly_Financial_Data_Table
Quarterly Financial Data (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Schedule of Quarterly Financial Data | |||||||||||||||||
(in thousands, except per unit data) | First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
2014:00:00 | |||||||||||||||||
Revenues | $ | 13,213 | $ | 14,727 | $ | 13,690 | $ | 13,275 | |||||||||
Operating income | $ | 384 | $ | 1,185 | $ | 39 | $ | (6,481 | ) | ||||||||
Net income (loss) | $ | 1,861 | $ | 2,742 | $ | 1,636 | $ | (4,964 | ) | ||||||||
Net income (loss) per limited partner unit: | |||||||||||||||||
Common units (basic and diluted) | $ | 0.14 | $ | 0.21 | $ | 0.11 | $ | (0.40 | ) | ||||||||
Subordinated units (basic and diluted) | $ | 0.14 | $ | 0.21 | $ | 0.11 | $ | (0.40 | ) | ||||||||
Weighted average number of limited partners units outstanding: | |||||||||||||||||
Common units (basic and diluted) | 6,868 | 6,868 | 6,868 | 6,868 | |||||||||||||
Subordinated units (basic and diluted) | 6,081 | 6,081 | 6,081 | 6,081 | |||||||||||||
(in thousands, except per unit data) | First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
2013:00:00 | |||||||||||||||||
Revenues | $ | 9,608 | $ | 13,096 | $ | 12,625 | $ | 12,512 | |||||||||
Operating (loss) income | $ | (17 | ) | $ | 2,837 | $ | 2,733 | $ | 2,804 | ||||||||
Net income | $ | 9,857 | $ | 1,338 | $ | 1,274 | $ | 361 | |||||||||
Less: Net income attributable to preferred units | $ | 347 | $ | 600 | $ | 600 | $ | 223 | |||||||||
Net income attributable to partners' capital | $ | 9,511 | $ | 738 | $ | 674 | $ | 138 | |||||||||
Net income per limited partner unit, basic: | |||||||||||||||||
Common units | $ | 1.37 | $ | 0.1 | $ | 0.09 | $ | 0.03 | |||||||||
Subordinated units | $ | 1.37 | $ | 0.1 | $ | 0.09 | $ | 0 | |||||||||
Net income per limited partner unit, diluted: | |||||||||||||||||
Common units | $ | 1.37 | $ | 0.1 | $ | 0.09 | $ | 0.01 | |||||||||
Subordinated units | $ | 1.37 | $ | 0.1 | $ | 0.09 | $ | 0 | |||||||||
Weighted average number of limited partners units outstanding, basic: | |||||||||||||||||
Common units | 80 | 80 | 80 | 4,035 | |||||||||||||
Subordinated units | 6,023 | 6,023 | 6,023 | 6,058 | |||||||||||||
Weighted average number of limited partners units outstanding, diluted: | |||||||||||||||||
Common units | 80 | 80 | 80 | 10,093 | |||||||||||||
Subordinated units | 6,023 | 6,023 | 6,023 | - | |||||||||||||
Organization_and_Presentation_
Organization and Presentation - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | ||
Nov. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 18, 2013 | Nov. 12, 2013 | |
Organization [Line Items] | |||||
Net proceeds from Offering | $120,200,000 | ||||
Purchase of LNG Interest from an affiliate | 1,197,000 | 72,740,000 | |||
Reduction in outstanding amount of credit facility | 6,000,000 | ||||
Lightfoot Capital Partners LP [Member] | |||||
Organization [Line Items] | |||||
Intercompany payables | 6,600,000 | ||||
Initial Public Offering [Member] | Limited Partners [Member] | |||||
Organization [Line Items] | |||||
Common units issued in initial public offering | 6,786,869 | 786,869 | 6,000,000 | ||
Common units issued, per unit | $19 | $19 | $19 | ||
Initial Public Offering [Member] | Underwriters' Over-allotment Option [Member] | Limited Partners [Member] | |||||
Organization [Line Items] | |||||
Common units issued in initial public offering | 786,869 | ||||
Gulf LNG Holdings [Member] | Initial Public Offering [Member] | |||||
Organization [Line Items] | |||||
Limited liability company interest | 10.30% | ||||
Gulf LNG Holdings Group, LLC Acquisition [Member] | |||||
Organization [Line Items] | |||||
Purchase of LNG Interest from an affiliate | 72,740,000 | 72,740,000 | |||
Gulf Coast Asphalt Company, L.L.C. [Member] | |||||
Organization [Line Items] | |||||
Cash distribution | $29,800,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 12, 2013 | Nov. 30, 2013 | |
Location | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Understatement of net cash used in investing and operating activities due to misclassification | $1,300,000 | $1,300,000 | ||||
Cash and cash equivalents original maturities | three months or less | |||||
Uncollectible reserves | 0 | 0 | ||||
Number of terminal locations | 2 | |||||
Impairment charges | 0 | 0 | 0 | |||
Goodwill impairments | 0 | 0 | ||||
Capitalized debt issuance cost | 1,500,000 | |||||
Purchase of LNG Interest from an affiliate | 1,197,000 | 72,740,000 | ||||
Gulf LNG Holdings Group, LLC Acquisition [Member] | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Purchase of LNG Interest from an affiliate | 72,740,000 | 72,740,000 | ||||
Property, Plant and Equipment, Net [Member] | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Undivided ownership interest on assets | 50.00% | |||||
Percentage of aggregate fair value of assets at the time of acquisition | 50.00% | |||||
Maximum [Member] | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Partnership wrote off uncollectible receivables | 100,000 | |||||
Maximum [Member] | Property, Plant and Equipment, Net [Member] | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Capitalized interest | $200,000 | $400,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property, Plant and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum [Member] | Building and Site Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 1 year |
Minimum [Member] | Tanks and Trim [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 1 year |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 1 year |
Minimum [Member] | Office Furniture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 1 year |
Maximum [Member] | Building and Site Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 40 years |
Maximum [Member] | Tanks and Trim [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 40 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 40 years |
Maximum [Member] | Office Furniture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 15 years |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Schedule of Goodwill (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $15,162 | $6,730 |
Goodwill acquired | 8,432 | |
Impairment | 0 | 0 |
Ending Balance | $15,162 | $15,162 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | |
Customer | |||||
Business Acquisition [Line Items] | |||||
Preferred units issued | $30,000,000 | ||||
Goodwill | 15,162,000 | 15,162,000 | 15,162,000 | 6,730,000 | |
Bargain purchase gain | 11,777,000 | ||||
Gulf Coast Asphalt Company, L.L.C. [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration | 85,000,000 | ||||
Cash paid to seller | 25,000,000 | ||||
Debt assumed | 30,000,000 | ||||
Preferred units issued | 30,000,000 | ||||
Identifiable assets acquired, fair value | 76,600,000 | ||||
Goodwill | 8,432,000 | ||||
Transaction costs | 1,900,000 | ||||
Earnout payments, high | 5,000,000 | 5,000,000 | 5,000,000 | ||
Earnout payments | 0 | ||||
Earnout payments condition | Throughput activity of one customer through December 31, 2016. | ||||
Business combination, contingent consideration, number of customers considered | 1 | ||||
Total revenue | 18,100,000 | ||||
Operating income | 9,700,000 | ||||
Motiva Enterprises LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash paid to seller | 27,000,000 | ||||
Identifiable assets acquired, fair value | 38,800,000 | ||||
Transaction costs | 1,500,000 | ||||
Total revenue | 6,000,000 | ||||
Operating income | 3,500,000 | ||||
Bargain purchase gain | $11,777,000 |
Acquisitions_Summary_of_Consid
Acquisitions - Summary of Consideration Paid and Amounts of Assets Acquired (Detail) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | |
Consideration: | ||||
Preferred units issued | $30,000,000 | |||
Allocation of purchase price: | ||||
Goodwill | 15,162,000 | 15,162,000 | 6,730,000 | |
Gain on bargain purchase of business | -11,777,000 | |||
Gulf Coast Asphalt Company, L.L.C. [Member] | ||||
Consideration: | ||||
Cash paid to seller | 25,000,000 | |||
Debt assumed | 30,000,000 | |||
Preferred units issued | 30,000,000 | |||
Total consideration | 85,000,000 | |||
Allocation of purchase price: | ||||
Property and equipment | 39,242,000 | |||
Intangible assets | 37,326,000 | |||
Goodwill | 8,432,000 | |||
Net assets acquired | 85,000,000 | |||
Motiva Enterprises LLC [Member] | ||||
Consideration: | ||||
Cash paid to seller | 27,000,000 | |||
Allocation of purchase price: | ||||
Property and equipment | 36,749,000 | |||
Inventory | 19,000 | |||
Intangible assets | 2,009,000 | |||
Gain on bargain purchase of business | -11,777,000 | |||
Net assets acquired | $27,000,000 |
Acquisitions_Pro_Forma_Financi
Acquisitions - Pro Forma Financial Results (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Business Combinations [Abstract] | ||
Total revenues | $49,442 | $34,469 |
Operating income | 11,822 | 5,627 |
Net Income | 15,759 | 2,847 |
Less: Net income attributable to preferred units | 2,023 | 2,400 |
Net income attributable to partners' capital | $13,736 | $447 |
Earnings per unit - Basic: | ||
Common and Subordinated | $1.92 | $0.07 |
Earnings per unit - Diluted: | ||
Common and Subordinated | $1.86 | $0.07 |
Investment_in_Unconsolidated_A2
Investment in Unconsolidated Affiliate - Schedule of Investments in Unconsolidated Affiliate (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2013 | Nov. 30, 2013 |
Schedule Of Equity Method Investments [Line Items] | ||||
Beginning balance | $72,046 | |||
Equity earnings | 9,895 | 1,307 | ||
Contributions | 1,197 | 72,740 | ||
Distributions | -9,827 | -2,451 | ||
Amortization of premium | -309 | -41 | ||
Other comprehensive income | -144 | 492 | ||
Ending balance | 72,858 | 72,046 | ||
Gulf LNG Holdings Group, LLC Acquisition [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Investment in subsidiaries | 72,739 | |||
Equity earnings | 1,307 | |||
Contributions | $72,740 | $72,740 |
Investment_in_Unconsolidated_A3
Investment in Unconsolidated Affiliate - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2013 | Nov. 30, 2013 | |
Business Acquisition [Line Items] | ||||
Purchase of LNG Interest from an affiliate | $1,197,000 | $72,740,000 | ||
Gulf LNG Holdings Group, LLC Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase of LNG Interest from an affiliate | 72,740,000 | 72,740,000 | ||
Carrying value of LNG Interest | 64,100,000 | |||
Purchase price excess paid over the carrying value | $8,600,000 | |||
Long lived assets useful life | 28 years |
Investment_in_Unconsolidated_A4
Investment in Unconsolidated Affiliate - Schedule of Estimated Aggregate Amortization of Premium (Detail) (Gulf LNG Holdings Group, LLC Acquisition [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Gulf LNG Holdings Group, LLC Acquisition [Member] | |
Business Acquisition [Line Items] | |
Estimated future amortization expense, 2015 | $309 |
Estimated future amortization expense, 2016 | 309 |
Estimated future amortization expense, 2017 | 309 |
Estimated future amortization expense, 2018 | 309 |
Estimated future amortization expense, 2019 | 309 |
Estimated future amortization expense, Thereafter | 6,753 |
Total future amortization expense | $8,298 |
Investment_in_Unconsolidated_A5
Investment in Unconsolidated Affiliate - Summarized Financial Information for the Gulf LNG Holdings (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Balance sheets | |||||||||||
Current assets | $12,756 | $10,658 | $12,756 | $10,658 | |||||||
Total assets | 331,588 | 339,366 | 331,588 | 339,366 | |||||||
Current liabilities | 4,712 | 6,411 | 4,712 | 6,411 | |||||||
Total liabilities and partners’ capital | 331,588 | 339,366 | 331,588 | 339,366 | |||||||
Income statements | |||||||||||
Revenues | 13,275 | 13,690 | 14,727 | 13,213 | 12,512 | 12,625 | 13,096 | 9,608 | 54,906 | 47,841 | 22,864 |
Total operating costs and expenses | 59,779 | 39,483 | 16,082 | ||||||||
Operating income | -6,481 | 39 | 1,185 | 384 | 2,804 | 2,733 | 2,837 | -17 | -4,873 | 8,358 | 6,782 |
Net income | 138 | 674 | 738 | 9,511 | 1,275 | 11,061 | 5,423 | ||||
Gulf LNG Holdings Group, LLC Acquisition [Member] | |||||||||||
Balance sheets | |||||||||||
Current assets | 12,537 | 8,694 | 12,537 | 8,694 | |||||||
Noncurrent assets | 926,980 | 952,630 | 926,980 | 952,630 | |||||||
Total assets | 939,517 | 961,324 | 939,517 | 961,324 | |||||||
Current liabilities | 85,818 | 81,173 | 85,818 | 81,173 | |||||||
Long-term liabilities | 733,401 | 773,115 | 733,401 | 773,115 | |||||||
Member’s equity | 120,298 | 107,036 | 120,298 | 107,036 | |||||||
Total liabilities and partners’ capital | 939,517 | 961,324 | 939,517 | 961,324 | |||||||
Income statements | |||||||||||
Revenues | 186,243 | 186,090 | |||||||||
Total operating costs and expenses | 56,743 | 56,146 | |||||||||
Operating income | 129,500 | 129,944 | |||||||||
Net income | $96,062 | $94,895 |
Investment_in_Unconsolidated_A6
Investment in Unconsolidated Affiliate - Schedule of Partners Equity Earnings in LNG Interest (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net Investment Income [Line Items] | |||||||
Net income | $138 | $674 | $738 | $9,511 | $1,275 | $11,061 | $5,423 |
Net Income attributable to the Partnership from November 12, 2013 through December 31, 2013 | 648 | 9,638 | 5,423 | ||||
Equity earnings from unconsolidated affiliate | 9,895 | 1,307 | |||||
Gulf LNG Holdings Group, LLC Acquisition [Member] | |||||||
Net Investment Income [Line Items] | |||||||
Net income | 96,062 | 94,895 | |||||
Percentage of Net Income attributable to the Partnership from November 12, 2013 through December 31, 2013 | 13.00% | ||||||
Net Income attributable to the Partnership from November 12, 2013 through December 31, 2013 | 12,689 | ||||||
Percentage of ownership in Gulf LNG Holdings | 10.30% | ||||||
Equity earnings from unconsolidated affiliate | $1,307 |
Property_Plant_and_Equipment_S
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $218,714 | $218,328 |
Less: Accumulated depreciation | -22,828 | -16,851 |
Property, plant and equipment, net | 195,886 | 201,477 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 49,615 | 51,175 |
Building and Site Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 36,298 | 34,660 |
Tanks and Trim [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 91,463 | 92,337 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 32,815 | 32,819 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,348 | 2,334 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $6,175 | $5,003 |
Intangible_Assets_Summary_of_P
Intangible Assets - Summary of Partnership's Intangible Assets (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $45,426 | $45,426 |
Less: Accumulated amortization | -12,237 | -7,119 |
Intangible assets, net | 33,189 | 38,307 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets estimated useful life | 21 years | |
Intangible assets, gross | 4,785 | 4,785 |
Contract-Based Intangible Assets [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 39,900 | 39,900 |
Contract-Based Intangible Assets [Member] | Minimum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets estimated useful life | 2 years | |
Contract-Based Intangible Assets [Member] | Maximum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets estimated useful life | 10 years | |
Noncompete Agreements [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $741 | $741 |
Noncompete Agreements [Member] | Minimum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets estimated useful life | 2 years | |
Noncompete Agreements [Member] | Maximum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets estimated useful life | 3 years |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
Estimated future amortization expense, 2015 | $4.30 |
Estimated future amortization expense, 2016 | 3.9 |
Estimated future amortization expense, 2017 | 3.9 |
Estimated future amortization expense, 2018 | 3.9 |
Estimated future amortization expense, 2019 | 3.9 |
Estimated future amortization expense, thereafter | $13.30 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||
Nov. 12, 2013 | Nov. 30, 2013 | Oct. 31, 2007 | Dec. 31, 2014 | Dec. 31, 2012 | Feb. 28, 2013 | Jan. 31, 2012 | Aug. 31, 2010 | Dec. 31, 2013 | |
Line Of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, amount | $10,000,000 | $23,400,000 | 20,000,000 | ||||||
Credit facility | 111,063,000 | 105,563,000 | |||||||
Line of Credit Facility, interest rate | 2.92% | ||||||||
Sublimit for issuance of swing line loans | 5,000,000 | ||||||||
Commitment fee percentage on unused portion of facility | 1.00% | ||||||||
Percentage of increase in interest rate on default exists | 2.00% | ||||||||
Reduction in revolving line of credit | 6,000,000 | ||||||||
Interest rate description | One month London Interbank Offer Rate (“LIBORâ€) plus 2.75% | ||||||||
Distributions in excess, amount | 18,179,000 | 6,081,000 | |||||||
Extended credit facility maturity date | Mar-12 | ||||||||
Gulf Coast Asphalt Company, L.L.C. [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, amount | 20,000,000 | ||||||||
Minimum [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Commitment fee percentage on unused portion of facility | 0.38% | ||||||||
Maximum [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Commitment fee percentage on unused portion of facility | 0.50% | ||||||||
Credit Facility [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Revolving line of credit, initiation date | 31-Jan-12 | ||||||||
Line of Credit Facility, amount | 175,000,000 | 40,000,000 | |||||||
Amount of commitments under the Credit Facility | 100,000,000 | ||||||||
Credit Facility, maturity date | 12-Nov-18 | ||||||||
Maximum Credit Facility to be maintained as per credit facility | 4.5 | ||||||||
Minimum interest coverage ratio | 2.5 | ||||||||
Maximum secured leverage ratio | 3.5 | ||||||||
Credit Facility [Member] | Senior Notes [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Future issuance of debt | 200,000,000 | ||||||||
Credit Facility [Member] | Maximum [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Increase in Partnership leverage ratio | 5 | ||||||||
Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Basis points spread on floating rate debt | 1.00% | ||||||||
Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Basis points spread on floating rate debt | 2.00% | ||||||||
Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Basis points spread on floating rate debt | 2.00% | ||||||||
Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Basis points spread on floating rate debt | 3.00% | ||||||||
Credit Facility [Member] | One-Month LIBOR Rate [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Basis points spread on floating rate debt | 1.00% | ||||||||
Credit Facility [Member] | Federal Funds Rate [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Basis points spread on floating rate debt | 0.50% | ||||||||
Credit Facility [Member] | Standby Letters of Credit [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Sublimit for letters of credit | 10,000,000 | ||||||||
Terminal Credit Facility [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, amount | 65,000,000 | ||||||||
Maximum Credit Facility to be maintained as per credit facility | 3.75 | 5 | |||||||
Credit facility borrowing amount | 22,000,000 | ||||||||
Reduction in revolving line of credit | 20,000,000 | ||||||||
Decrease in Partnership leverage ratio | 3.5 | 4 | |||||||
Minimum fixed charge ratio | 1.25 | 1.25 | |||||||
Credit facility, term | 3 years | ||||||||
Terminal Credit Facility [Member] | Gulf Coast Asphalt Company, L.L.C. [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Additional credit facility amount borrowed | 55,000,000 | ||||||||
Terminal Credit Facility [Member] | Motiva [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Additional credit facility amount borrowed | 27,000,000 | ||||||||
Terminal Credit Facility [Member] | Term Loan [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, amount | 65,000,000 | ||||||||
Line of Credit [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Credit facility, term | 12 months | ||||||||
Revolving line of credit, interest rate floor | 5.50% | ||||||||
Debt instrument, maturity date | 1-Aug-11 | ||||||||
Ratio of Earnings Before Income Taxes Depreciation and Amortization to designated expenses | 1 | ||||||||
Extinguishment of debt | 20,000,000 | ||||||||
Line of Credit [Member] | Minimum [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Distributions in excess, amount | 5,000,000 | ||||||||
Line of Credit [Member] | One Month LIBOR [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Basis points spread on floating rate debt | 2.75% |
Preferred_Units_Additional_Inf
Preferred Units - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2013 | Feb. 28, 2013 | |
Preferred Units [Line Items] | ||||
Percentage of preferred units annual distributions | 8.00% | |||
Period of preferred unit quarterly distributions paid | 45 days | |||
Percentage of interest rate on unpaid distribution dividend | 8.00% | |||
Deemed distributions | $1,770,000 | |||
Gulf Coast Asphalt Company, L.L.C. [Member] | ||||
Preferred Units [Line Items] | ||||
Preferred units issued | 1,500,000 | |||
Issuance of preferred units | 30,000,000 | |||
Common units | 779 | 779 | ||
Subordinated units | 58,426 | 58,426 | ||
Cash paid in exchange for preferred units | $29,000,000 |
Partners_Capital_and_Distribut2
Partners' Capital and Distributions - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Nov. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 18, 2013 | Nov. 12, 2013 |
Limited Partners Capital Account [Line Items] | |||||
Proceeds from offering through underwriters | $120.20 | ||||
Percentage of incentive distribution rights in Partnership | 100.00% | ||||
Cash distribution after period end of each quarter | 60 days | ||||
Annualized minimum quarterly distribution on each outstanding common and subordinated units, percentage | 150.00% | ||||
Annualized minimum quarterly distribution on each outstanding common and subordinated units | $2.33 | ||||
Conversion basis | When the subordination period ends, all subordinated units will convert into common units on a one-for-one basis, and all common units thereafter will no longer be entitled to arrearages. | ||||
Annualized Basis | |||||
Limited Partners Capital Account [Line Items] | |||||
Cash distribution received, per unit | $1.55 | ||||
Common Units [Member] | |||||
Limited Partners Capital Account [Line Items] | |||||
Cash distribution received, per unit | $0.39 | ||||
Subordinated Units [Member] | |||||
Limited Partners Capital Account [Line Items] | |||||
Cash distribution received, per unit | $0.39 | ||||
All Unitholders [Member] | |||||
Limited Partners Capital Account [Line Items] | |||||
Cash distribution received, per unit | $0.45 | ||||
Gulf Coast Asphalt Company, L.L.C. [Member] | |||||
Limited Partners Capital Account [Line Items] | |||||
Common units | 779 | 779 | |||
Subordinated units | 58,426 | 58,426 | |||
Cash paid in exchange for preferred units | $29.80 | $29.80 | |||
Lightfoot Capital Partners LP [Member] | |||||
Limited Partners Capital Account [Line Items] | |||||
Common units | 68,617 | ||||
Subordinated units | 5,146,264 | ||||
Center Oil [Member] | |||||
Limited Partners Capital Account [Line Items] | |||||
Common units | 11,685 | ||||
Subordinated units | 876,391 | ||||
Limited Partners [Member] | Initial Public Offering [Member] | |||||
Limited Partners Capital Account [Line Items] | |||||
Common units issued in initial public offering | 6,786,869 | 786,869 | 6,000,000 | ||
Common units issued, per unit | $19 | $19 | $19 |
Partners_Capital_Schedule_of_O
Partners' Capital - Schedule of Outstanding Capital Units (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | ||
Preferred Units [Member] | |||
Limited Partners Capital Account [Line Items] | |||
Issuance of preferred units | 1,500,000 | ||
Contribution of preferred units | -1,500,000 | [1] | |
Limited Partner Common Units [Member] | |||
Limited Partners Capital Account [Line Items] | |||
Units outstanding, beginning balance | 80,302 | 6,867,950 | |
Contribution of preferred units | 779 | [1] | |
Issuance of common units | 6,786,869 | ||
Units outstanding, ending balance | 6,867,950 | 6,867,950 | |
Limited Partner Subordinated Units [Member] | |||
Limited Partners Capital Account [Line Items] | |||
Units outstanding, beginning balance | 6,022,655 | 6,081,081 | |
Contribution of preferred units | 58,426 | [1] | |
Units outstanding, ending balance | 6,081,081 | 6,081,081 | |
[1] | GCAC contributed its preferred units in Arc Terminals in exchange for 779 common units and 58,426 subordinated units in the Partnership and $29.8 million in cash. |
Partners_Capital_Schedule_of_O1
Partners' Capital - Schedule of Outstanding Capital Units (Parenthetical) (Detail) (Gulf Coast Asphalt Company, L.L.C. [Member], USD $) | 1 Months Ended | 12 Months Ended |
In Millions, except Share data, unless otherwise specified | Nov. 30, 2013 | Dec. 31, 2013 |
Gulf Coast Asphalt Company, L.L.C. [Member] | ||
Limited Partners Capital Account [Line Items] | ||
Common units | 779 | 779 |
Subordinated units | 58,426 | 58,426 |
Cash paid in exchange for preferred units | $29.80 | $29.80 |
Partners_Capital_and_Distribut3
Partners' Capital and Distributions - Schedule of the Quarterly Distributions Related to the Partnership's Quarterly Financial Results (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Incentive Distribution Managing Member Or General Partner [Abstract] | |||||||||
Total Quarterly Distribution Per Unit | $0.41 | $0.41 | $0.40 | $0.39 | $0.21 | ||||
Total Cash Distribution | $5,309 | $5,309 | $5,180 | $5,018 | $2,673 | $18,179 | $1,770 | $6,081 | |
Date of Distribution | 17-Feb-15 | 17-Nov-14 | 18-Aug-14 | 16-May-14 | 18-Feb-14 | [1] | |||
Unitholders Record Date | 9-Feb-15 | 10-Nov-14 | 11-Aug-14 | 9-May-14 | 10-Feb-14 | [1] | |||
[1] | Initial pro rata cash distribution, prorated for the period from November 13, 2013 to December 31, 2013. |
Partners_Capital_and_Distribut4
Partners' Capital and Distributions - Percentage of Incentive Distribution Rights to Partnership's Unitholders and General Partner (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Above $0.3875 up to $0.4456 [Member] | Unitholders [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal Percentage Interest in Distributions | 100.00% |
Above $0.3875 up to $0.4456 [Member] | General Partner [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal Percentage Interest in Distributions | 0.00% |
Above $0.4456 up to $0.4844 [Member] | Unitholders [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal Percentage Interest in Distributions | 85.00% |
Above $0.4456 up to $0.4844 [Member] | General Partner [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal Percentage Interest in Distributions | 15.00% |
Above $0.4844 up to $0.5813 [Member] | Unitholders [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal Percentage Interest in Distributions | 75.00% |
Above $0.4844 up to $0.5813 [Member] | General Partner [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal Percentage Interest in Distributions | 25.00% |
Above $0.5813 [Member] | Unitholders [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal Percentage Interest in Distributions | 50.00% |
Above $0.5813 [Member] | General Partner [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal Percentage Interest in Distributions | 50.00% |
Partners_Capital_and_Distribut5
Partners' Capital and Distributions - Percentage of Incentive Distribution Rights to Partnership's Unitholders and General Partner (Parenthetical) (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum [Member] | Above $0.3875 up to $0.4456 [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Cash distribution paid, per unit | $0.39 |
Minimum [Member] | Above $0.4456 up to $0.4844 [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Cash distribution paid, per unit | $0.45 |
Minimum [Member] | Above $0.4844 up to $0.5813 [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Cash distribution paid, per unit | $0.48 |
Minimum [Member] | Above $0.5813 [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Cash distribution paid, per unit | $0.58 |
Maximum [Member] | Above $0.3875 up to $0.4456 [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Cash distribution paid, per unit | $0.45 |
Maximum [Member] | Above $0.4456 up to $0.4844 [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Cash distribution paid, per unit | $0.48 |
Maximum [Member] | Above $0.4844 up to $0.5813 [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Cash distribution paid, per unit | $0.58 |
Equity_Plans_Additional_Inform
Equity Plans - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2014 | Nov. 30, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unit-based compensation | $3,138,000 | $0 | $0 | ||
Payments to phantom unit holders | 416,000 | ||||
Unit-based compensation | 3,138,000 | ||||
Phantom Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted under the plan | 939,500 | ||||
Phantom Units | Directors Grant | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Unit-based compensation | 400,000 | ||||
Unrecognized unit-based compensation expense | 2,200,000 | ||||
Employee Equity Grants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unit-based compensation | 2,800,000 | ||||
Employee Equity Grants Vest One | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized unit-based compensation expense | 18,300,000 | ||||
2013 Long-Term Incentive Plan | Selling, general and administrative | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unit-based compensation | 3,138,000 | ||||
2013 Long-Term Incentive Plan | Other non-current liabilities | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unit-based compensation | 100,000 | ||||
2013 Long-Term Incentive Plan | Employee Equity Grants Tranche One | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Employee equity grants vest percentage | 25.00% | ||||
2013 Long-Term Incentive Plan | Phantom Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Payments to phantom unit holders | 800,000 | ||||
2013 Long-Term Incentive Plan | Phantom Units | Directors Grant | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted under the plan | 100,000 | ||||
Aggregate grant date fair value | 2,500,000 | ||||
2013 Long-Term Incentive Plan | Phantom Units Which Will Be Settled In Cash | Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted under the plan | 1,000 | ||||
2013 Long-Term Incentive Plan | Employee Equity Grants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted under the plan | 832,000 | ||||
Aggregate grant date fair value | 21,200,000 | ||||
2013 Long-Term Incentive Plan | Employee Equity Grants Vest One | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Employee equity grants vest percentage | 25.00% | ||||
Cash distribution received, per unit | 0.4457 | ||||
2013 Long-Term Incentive Plan | Employee Equity Grants Vest Two | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Employee equity grants vest percentage | 25.00% | ||||
Cash distribution received, per unit | 0.4845 | ||||
2013 Long-Term Incentive Plan | Employee Equity Grants Vest Three | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Employee equity grants vest percentage | 25.00% | ||||
Cash distribution received, per unit | 0.5814 | ||||
2013 Long-Term Incentive Plan | Employee Liability Grants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted under the plan | 7,500 | ||||
Aggregate grant date fair value | 200,000 | ||||
Unit-based compensation | 100,000 | ||||
Unrecognized unit-based compensation expense | 100,000 | ||||
2013 Long-Term Incentive Plan | Employee Equity Grants And Consultants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Payments to phantom unit holders | -400,000 | ||||
Unit-based compensation | $300,000 | ||||
Common Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,000,000 |
Equity_Plans_Summary_of_Phanto
Equity Plans - Summary of Phantom Units Granted (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Equity Award [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Phantom Units, Beginning Balance | 0 |
Number of Phantom Units, Granted | 932,000 |
Number of Phantom Units, Forfeited | -3,500 |
Number of Phantom Units, Ending Balance | 928,500 |
Weighted Avg. Grant Date Fair Value, Granted | $25.46 |
Weighted Avg. Grant Date Fair Value, Forfeited | $25.46 |
Weighted Avg. Grant Date Fair Value, Ending Balance | $25.46 |
Liability Award [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Phantom Units, Beginning Balance | 0 |
Number of Phantom Units, Granted | 7,500 |
Number of Phantom Units, Ending Balance | 7,500 |
Weighted Avg. Grant Date Fair Value, Granted | $25.46 |
Weighted Avg. Grant Date Fair Value, Ending Balance | $25.46 |
Fair Value, Granted | $17.06 |
Fair Value, Vested | $0 |
Fair Value, Forfeited | $0 |
Fair Value, Ending Balance | $17.06 |
Earnings_Per_Unit_Schedule_of_
Earnings Per Unit - Schedule of Earnings Per Unit (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share Diluted [Line Items] | |||||||||||
Net income | ($4,964) | $1,636 | $2,742 | $1,861 | $361 | $1,274 | $1,338 | $9,857 | $1,275 | $12,831 | $5,423 |
Less: Distribution equivalent rights for unissued units | 627 | ||||||||||
Less: preferred unit distributions | 223 | 600 | 600 | 347 | 1,770 | ||||||
Less: earnings attributable to preferred units | 1,423 | ||||||||||
Net income available to limited partners | 648 | 9,638 | 5,423 | ||||||||
Denominator for basic earnings per limited partner unit: | |||||||||||
Total basic units outstanding | 12,949 | 7,100 | 6,103 | ||||||||
Denominator for diluted earnings per limited partner unit: | |||||||||||
Total diluted units outstanding | 12,949 | 8,614 | 6,103 | ||||||||
Common Units [Member] | |||||||||||
Earnings Per Share Diluted [Line Items] | |||||||||||
Net income available to limited partners | 343 | 247 | 71 | ||||||||
Denominator for basic earnings per limited partner unit: | |||||||||||
Total basic units outstanding | 4,035 | 80 | 80 | 80 | 6,868 | 1,069 | 80 | ||||
Earnings per limited partner unit, basic: | |||||||||||
Earnings per limited partner unit, basic | $0.03 | $0.09 | $0.10 | $1.37 | $0.05 | $0.23 | $0.89 | ||||
Denominator for diluted earnings per limited partner unit: | |||||||||||
Total diluted units outstanding | 10,093 | 80 | 80 | 80 | 6,868 | 2,583 | 80 | ||||
Earnings per limited partner unit, diluted: | |||||||||||
Earnings per limited partner unit, diluted | $0.01 | $0.09 | $0.10 | $1.37 | $0.05 | $0.10 | $0.89 | ||||
Subordinated Units [Member] | |||||||||||
Earnings Per Share Diluted [Line Items] | |||||||||||
Net income available to limited partners | $305 | $9,391 | $5,352 | ||||||||
Denominator for basic earnings per limited partner unit: | |||||||||||
Total basic units outstanding | 6,081 | 6,031 | 6,023 | ||||||||
Earnings per limited partner unit, basic: | |||||||||||
Earnings per limited partner unit, basic | $0 | $0.09 | $0.10 | $1.37 | $0.05 | $1.56 | $0.89 | ||||
Denominator for diluted earnings per limited partner unit: | |||||||||||
Total diluted units outstanding | 6,081 | 6,031 | 6,023 | ||||||||
Earnings per limited partner unit, diluted: | |||||||||||
Earnings per limited partner unit, diluted | $0 | $0.09 | $0.10 | $1.37 | $0.05 | $1.56 | $0.89 |
Segment_Reporting_Additional_I
Segment Reporting - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Segment | |
Segment Reporting [Abstract] | |
Number of reportable segment | 1 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2014 | Nov. 12, 2013 | Nov. 30, 2013 | Feb. 28, 2013 | 31-May-13 | 31-May-11 | Feb. 28, 2010 | Aug. 31, 2010 | Oct. 31, 2007 | |
bbl | Boe | |||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Selling, general and administrative expenses-affiliate | $3,990,000 | $2,484,000 | $2,592,000 | |||||||||
Due to general partner | 409,000 | 127,000 | ||||||||||
Registration rights agreement | In connection with the IPO, the Partnership entered into a registration rights agreement with the Sponsor. Pursuant to the registration rights agreement, the Partnership is required to file a registration statement to register the common units issued to our Sponsor and the common units issuable upon the conversion of the subordinated units upon request of the Sponsor. In addition, the registration rights agreement gives the Sponsor piggyback registration rights under certain circumstances. | |||||||||||
Contributions | 1,197,000 | 72,740,000 | ||||||||||
Partnership's Credit Facility | 23,400,000 | 20,000,000 | 10,000,000 | |||||||||
Lease agreement rent expenses | 230,000 | |||||||||||
Lease agreement rent expenses for future period | 417,522 | |||||||||||
Rent amount increase effective date | 2014-08 | |||||||||||
Operating leases, Rent expense increased | 95,800 | |||||||||||
Operating lease, additional spending | 5,600,000 | |||||||||||
Number of barrels per day of oil equivalent | 12,500 | |||||||||||
Percentage of variable rate on base rent | 30.00% | |||||||||||
Operating lease agreement expense | 6,500,000 | |||||||||||
Portland Terminal [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Lease agreement rent expenses for future period | 65,700,000 | |||||||||||
Portland Terminal [Member] | Arc Terminals Holdings [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Lease agreement notice period | So long as Arc Terminals Holdings is not in default under the Lease Agreement, it shall have the right to purchase the Portland Terminal at the end of the third year of the Lease Agreement and at the end of any month thereafter by delivery of 90 days’ notice (“Purchase Optionâ€). The purchase price shall be the greater of (i) nine times the total of base rent and variable rent for the 12 months immediately preceding the notice and (ii) $65.7 million | |||||||||||
Operating lease termination notice | 12 months | |||||||||||
Fifth Anniversary [Member] | Arc Terminals Holdings [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Operating lease termination fee | 4,000,000 | |||||||||||
Tenth Anniversary [Member] | Arc Terminals Holdings [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Operating lease termination fee | 6,000,000 | |||||||||||
Minimum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Percentage of change in the consumer price index | 2.00% | |||||||||||
LCP Oregon Holdings LLC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Description of increase in base rent | increase each month starting with the month of August 2014 by a factor of 0.00958 of the specified construction costs incurred by LCP Oregon at the Portland Terminal | |||||||||||
LCP Oregon Holdings LLC [Member] | Minimum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Construction costs estimated | 10,000,000 | |||||||||||
Lightfoot Capital Partners LP [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Percentage of investment in subsidiary | 6.60% | |||||||||||
Lightfoot Capital Partners GP LLC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Percentage of investment in subsidiary | 1.50% | |||||||||||
Initial term of lease agreement | 15 years | |||||||||||
Additional term for lease agreement | 5 years | |||||||||||
Gulf LNG Holdings Group, LLC Acquisition [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Contributions | 72,740,000 | 72,740,000 | ||||||||||
Gulf Coast Asphalt Company, L.L.C. [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Partnership's Credit Facility | 20,000,000 | |||||||||||
Cash paid for Partnership acquired | 25,000,000 | |||||||||||
Number of barrels of storage tanks | 150,000 | |||||||||||
Initial term of agreement | 5 years | |||||||||||
Center Oil [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Cash paid for Partnership acquired | 35,000,000 | |||||||||||
Number of terminals acquired | 7 | |||||||||||
Written notification for termination of agreement | The term of the storage and throughput agreement extends through June 2017. The agreement will automatically renew for a period of three years at the expiration of the current term at an inflation adjusted rate (subject to a cap), as determined in accordance with the agreement, unless a party delivers a written notice of its election to terminate the storage and throughput agreement at least eighteen months prior to the expiration of the current term. | |||||||||||
Agreement extension, month and year | 2017-06 | |||||||||||
Agreement renewal term | 3 years | |||||||||||
General Partners [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Selling, general and administrative expenses-affiliate | 4,000,000 | 2,500,000 | 2,600,000 | |||||||||
Due to general partner | $400,000 | $100,000 | ||||||||||
Limited Partners [Member] | Center Oil [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Partnership units issued on acquisition | 750,000 | |||||||||||
Agreement renewal term | 1 year | 1 year | ||||||||||
Valuation percentage of assets at the time of acquisition | 50.00% | |||||||||||
Agreement renewal, month and year | 2015-05 | 2015-05 |
Related_Party_Transactions_Sch
Related Party Transactions - Schedule of Revenue from Related Parties (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | |||
Related parties | $9,230 | $8,179 | $9,663 |
Center Oil [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties | 7,382 | 7,587 | 9,663 |
Gulf Coast Asphalt Company, L.L.C. [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties | $1,848 | $592 |
Related_Party_Transactions_Sch1
Related Party Transactions - Schedule of Accounts Receivable due from Related Parties (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Notes Receivable Related Parties [Line Items] | ||
Due from related parties | $900 | $722 |
Center Oil [Member] | ||
Notes Receivable Related Parties [Line Items] | ||
Due from related parties | 594 | 536 |
Gulf Coast Asphalt Company, L.L.C. [Member] | ||
Notes Receivable Related Parties [Line Items] | ||
Due from related parties | $306 | $186 |
Major_Customers_Additional_Inf
Major Customers - Additional Information (Detail) (Minimum [Member], Sales Revenue, Net [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum [Member] | Sales Revenue, Net [Member] | |
Entity Wide Revenue Major Customer [Line Items] | |
Total percentages of revenue and receivables associated with significant customers | 10.00% |
Major_Customers_Schedules_of_P
Major Customers - Schedules of Percentages of Revenues and Receivables Associated with Significant Customers (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues [Member] | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total percentages of revenue and receivables associated with significant customers | 32.00% | 19.00% | 44.00% |
Receivables [Member] | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total percentages of revenue and receivables associated with significant customers | 39.00% | 17.00% | |
Chevron U.S.A. Inc. [Member] | Revenues [Member] | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total percentages of revenue and receivables associated with significant customers | 19.00% | 3.00% | 2.00% |
Chevron U.S.A. Inc. [Member] | Receivables [Member] | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total percentages of revenue and receivables associated with significant customers | 26.00% | 7.00% | |
Center Oil [Member] | Revenues [Member] | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total percentages of revenue and receivables associated with significant customers | 13.00% | 16.00% | 42.00% |
Center Oil [Member] | Receivables [Member] | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Total percentages of revenue and receivables associated with significant customers | 13.00% | 10.00% |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | Feb. 28, 2013 | |
Customer | |||
Operating Leased Assets [Line Items] | |||
Accruals for environmental losses | $0 | $0 | |
Gulf Coast Asphalt Company, L.L.C. [Member] | |||
Operating Leased Assets [Line Items] | |||
Earnout payments, high | 5,000,000 | 5,000,000 | |
Earnout payments, low | 0 | ||
Number of customers | 1 | ||
Gulf LNG Holdings [Member] | |||
Operating Leased Assets [Line Items] | |||
Capital call | 11,600,000 | ||
Partnership pro-rata share of committed capital | 1,200,000 | ||
Partnership pro-rata share of remaining capital | 300,000 | ||
Gulf LNG Holdings [Member] | Maximum [Member] | |||
Operating Leased Assets [Line Items] | |||
Spending towards the development of natural gas liquefaction and export terminal | $14,600,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Non-Cancelable Commitments Related to Certain Contractual Obligations (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Commitments And Contingencies Disclosure [Abstract] | ||
Long-term debt obligations, Total | $111,063 | $105,563 |
Long-term debt obligations, 2015 | 0 | |
Long-term debt obligations, 2016 | 0 | |
Long-term debt obligations, 2017 | 0 | |
Long-term debt obligations, 2018 | 0 | |
Long-term debt obligations, 2019 | 111,063 | |
Long-term debt obligations, thereafter | 0 | |
Operating lease obligations, Total | 30,251 | |
Operating lease obligations, 2015 | 6,346 | |
Operating lease obligations, 2016 | 6,511 | |
Operating lease obligations, 2017 | 6,382 | |
Operating lease obligations, 2018 | 10,906 | |
Operating lease obligations, 2019 | 106 | |
Contractual obligations, Total | 141,314 | |
Contractual obligations, 2015 | 6,346 | |
Contractual obligations, 2016 | 6,511 | |
Contractual obligations, 2017 | 6,382 | |
Contractual obligations, 2018 | 10,906 | |
Contractual obligations, 2019 | 111,169 | |
Contractual obligations, thereafter | $0 |
Quarterly_Financial_Data_Sched
Quarterly Financial Data - Schedule of Quarterly Financial Data (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule Of Quarterly Financial Data [Line Items] | |||||||||||
Revenues | $13,275 | $13,690 | $14,727 | $13,213 | $12,512 | $12,625 | $13,096 | $9,608 | $54,906 | $47,841 | $22,864 |
Operating income | -6,481 | 39 | 1,185 | 384 | 2,804 | 2,733 | 2,837 | -17 | -4,873 | 8,358 | 6,782 |
Net income (loss) | -4,964 | 1,636 | 2,742 | 1,861 | 361 | 1,274 | 1,338 | 9,857 | 1,275 | 12,831 | 5,423 |
Less: Net income attributable to preferred units | 223 | 600 | 600 | 347 | 1,770 | ||||||
Net income attributable to partners' capital | $138 | $674 | $738 | $9,511 | $1,275 | $11,061 | $5,423 | ||||
Weighted average number of limited partners units outstanding, basic: | |||||||||||
Total basic units outstanding | 12,949 | 7,100 | 6,103 | ||||||||
Weighted average number of limited partners units outstanding, diluted: | |||||||||||
Total diluted units outstanding | 12,949 | 8,614 | 6,103 | ||||||||
Common Units [Member] | |||||||||||
Net income per limited partner unit (basic and diluted): | |||||||||||
Basic and diluted net income per limited partner unit | ($0.40) | $0.11 | $0.21 | $0.14 | |||||||
Weighted average number of limited partners units outstanding (basic and diluted): | |||||||||||
Weighted average number of limited partners units outstanding, basic and diluted | 6,868 | 6,868 | 6,868 | 6,868 | |||||||
Net income per limited partner unit, basic: | |||||||||||
Net income per limited partner unit, basic | $0.03 | $0.09 | $0.10 | $1.37 | $0.05 | $0.23 | $0.89 | ||||
Net income per limited partner unit, diluted: | |||||||||||
Net income per limited partner unit, diluted | $0.01 | $0.09 | $0.10 | $1.37 | $0.05 | $0.10 | $0.89 | ||||
Weighted average number of limited partners units outstanding, basic: | |||||||||||
Total basic units outstanding | 4,035 | 80 | 80 | 80 | 6,868 | 1,069 | 80 | ||||
Weighted average number of limited partners units outstanding, diluted: | |||||||||||
Total diluted units outstanding | 10,093 | 80 | 80 | 80 | 6,868 | 2,583 | 80 | ||||
Subordinated Units [Member] | |||||||||||
Net income per limited partner unit (basic and diluted): | |||||||||||
Basic and diluted net income per limited partner unit | ($0.40) | $0.11 | $0.21 | $0.14 | |||||||
Weighted average number of limited partners units outstanding (basic and diluted): | |||||||||||
Weighted average number of limited partners units outstanding, basic and diluted | 6,081 | 6,081 | 6,081 | 6,081 | |||||||
Net income per limited partner unit, basic: | |||||||||||
Net income per limited partner unit, basic | $0 | $0.09 | $0.10 | $1.37 | $0.05 | $1.56 | $0.89 | ||||
Net income per limited partner unit, diluted: | |||||||||||
Net income per limited partner unit, diluted | $0 | $0.09 | $0.10 | $1.37 | $0.05 | $1.56 | $0.89 | ||||
Weighted average number of limited partners units outstanding, basic: | |||||||||||
Total basic units outstanding | 6,081 | 6,031 | 6,023 | ||||||||
Subordinated units | 6,058 | 6,023 | 6,023 | 6,023 | |||||||
Weighted average number of limited partners units outstanding, diluted: | |||||||||||
Total diluted units outstanding | 6,081 | 6,031 | 6,023 | ||||||||
Subordinated units | 6,023 | 6,023 | 6,023 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||||
In Millions, except Share data, unless otherwise specified | Nov. 30, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2014 | Mar. 31, 2015 | Feb. 19, 2015 | Jan. 31, 2015 | Nov. 12, 2013 | |
Subsequent Event [Line Items] | ||||||||||||
Total distribution per unit | $0.41 | $0.41 | $0.40 | $0.39 | $0.21 | |||||||
Cash distribution payment date | 17-Feb-15 | 17-Nov-14 | 18-Aug-14 | 16-May-14 | 18-Feb-14 | [1] | ||||||
Cash distribution date of record | 9-Feb-15 | 10-Nov-14 | 11-Aug-14 | 9-May-14 | 10-Feb-14 | [1] | ||||||
Net proceeds from Offering | $120.20 | |||||||||||
Phantom Units | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares granted under the plan | 939,500 | |||||||||||
Phantom Units | Forecast [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares granted under the plan | 45,668 | |||||||||||
Existing Credit Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Credit facility aggregate amount outstanding | 275 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Cash distribution, declaration month and year | 2015-01 | |||||||||||
Cash distribution, total amount | 5.3 | |||||||||||
Cash distribution payment date | 17-Feb-15 | |||||||||||
Cash distribution date of record | 9-Feb-15 | |||||||||||
Percentage of partner interest in partnership | 42.90% | |||||||||||
Percentage of interest in general partner | 100.00% | |||||||||||
Proceeds from private placement | 75 | |||||||||||
Subsequent Event [Member] | Sun Trust | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Credit facility | 275 | |||||||||||
Credit facility amendment, month and year | 100.00% | |||||||||||
Subsequent Event [Member] | PIPE Transaction [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Sale of common units, shares | 4,411,765 | |||||||||||
Price per unit of common units | $17 | |||||||||||
Commitment fee percentage | 1.00% | |||||||||||
Private placement transaction due date | 18-May-15 | |||||||||||
Commitment payment period | 90 days | |||||||||||
Subsequent Event [Member] | JBBR Purchase Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Business acquisition, date of acquisition agreement | 19-Feb-15 | |||||||||||
Cash paid to seller | 216 | |||||||||||
Subsequent Event [Member] | JBBR Purchase Agreement [Member] | Partnership [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Business combination, equity interest in acquire percentage | 60.00% | |||||||||||
Subsequent Event [Member] | JBBR Purchase Agreement [Member] | GE Energy Financial Services [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Business combination, equity interest in acquire percentage | 40.00% | |||||||||||
Subsequent Event [Member] | Equity Commitment Letters [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Business acquisition, date of acquisition agreement | 19-Feb-15 | |||||||||||
Subsequent Event [Member] | Equity Commitment Letters [Member] | Partnership [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Business combination, equity interest in acquire percentage | 60.00% | |||||||||||
Subsequent Event [Member] | Equity Commitment Letters [Member] | G E Equity Provider | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Business combination, equity interest in acquire percentage | 40.00% | |||||||||||
Subsequent Event [Member] | MTP Energy Master Fund Ltd [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Net proceeds from Offering | $9.50 | |||||||||||
Subsequent Event [Member] | Quarterly Distribution [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Total distribution per unit | $0.41 | |||||||||||
Subsequent Event [Member] | Annual Distribution [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Total distribution per unit | $1.64 | |||||||||||
[1] | Initial pro rata cash distribution, prorated for the period from November 13, 2013 to December 31, 2013. |