Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 02, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ARCX | |
Entity Registrant Name | Arc Logistics Partners LP | |
Entity Central Index Key | 1,583,744 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 19,552,611 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 2,677 | $ 4,584 |
Trade accounts receivable | 11,501 | 8,257 |
Due from related parties | 480 | 1,321 |
Inventories | 368 | 397 |
Other current assets | 2,444 | 2,060 |
Total current assets | 17,470 | 16,619 |
Property, plant and equipment, net | 396,198 | 395,511 |
Investment in unconsolidated affiliate | 77,800 | 75,716 |
Intangible assets, net | 107,140 | 117,716 |
Goodwill | 39,871 | 39,871 |
Other assets | 1,935 | 2,980 |
Total assets | 640,414 | 648,413 |
Current liabilities: | ||
Accounts payable | 6,298 | 2,455 |
Accrued expenses | 5,689 | 5,684 |
Due to general partner | 2,762 | 2,082 |
Other liabilities | 3,523 | 2,961 |
Total current liabilities | 18,272 | 13,182 |
Credit facility | 256,000 | 249,000 |
Other non-current liabilities | 19,272 | 19,805 |
Total liabilities | 293,544 | 281,987 |
Commitments and contingencies | ||
Limited partners’ interest | ||
Common units – (19,545,944 and 19,477,021 units issued and outstanding at September 30, 2017 and December 31, 2016, respectively) | 263,421 | 282,228 |
Non-controlling interests | 79,636 | 81,541 |
Accumulated other comprehensive income | 3,813 | 2,657 |
Total partners’ capital | 346,870 | 366,426 |
Total liabilities and partners’ capital | $ 640,414 | $ 648,413 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Limited partners' units issued | 19,545,944 | 19,477,021 |
Limited partners' units outstanding | 19,545,944 | 19,477,021 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
Third-party customers | $ 25,859 | $ 22,933 | $ 75,420 | $ 68,136 |
Related parties | 1,431 | 3,739 | 4,382 | 10,847 |
Revenues | 27,290 | 26,672 | 79,802 | 78,983 |
Expenses: | ||||
Operating expenses | 8,848 | 8,192 | 26,595 | 25,107 |
Selling, general and administrative | 4,999 | 3,141 | 10,950 | 10,168 |
Selling, general and administrative – affiliate | 1,368 | 1,342 | 3,941 | 3,965 |
Depreciation | 4,623 | 3,972 | 13,565 | 11,345 |
Amortization | 3,547 | 3,672 | 10,808 | 11,042 |
(Gain) Loss on revaluation of contingent consideration, net | 534 | 545 | 1,465 | (303) |
Total expenses | 23,919 | 20,864 | 67,324 | 61,324 |
Operating income (loss) | 3,371 | 5,808 | 12,478 | 17,659 |
Other income (expense): | ||||
Equity earnings from unconsolidated affiliate | 2,431 | 2,512 | 7,243 | 7,439 |
Gain (Loss) on disposal of property and equipment | (1,484) | (1,484) | 0 | |
Other income | 60 | 1 | 60 | 2 |
Interest expense | (3,132) | (2,481) | (8,656) | (7,234) |
Total other income (expense) | (2,125) | 32 | (2,837) | 207 |
Income before income taxes | 1,246 | 5,840 | 9,641 | 17,866 |
Income taxes | 55 | 49 | 86 | 101 |
Net income | 1,191 | 5,791 | 9,555 | 17,765 |
Net income attributable to non-controlling interests | (1,047) | (1,659) | (3,720) | (5,553) |
Net income attributable to partners' capital | 144 | 4,132 | 5,835 | 12,212 |
Other comprehensive (loss) income | 475 | 831 | 1,156 | (84) |
Comprehensive income (loss) attributable to partners’ capital | $ 619 | $ 4,963 | $ 6,991 | $ 12,128 |
Common Units [Member] | ||||
Earnings (loss) per limited partner unit: | ||||
Earnings per limited partner unit, basic and diluted | $ 0 | $ 0.20 | $ 0.27 | $ 0.59 |
Subordinated Units [Member] | ||||
Earnings (loss) per limited partner unit: | ||||
Earnings per limited partner unit, basic and diluted | $ 0.20 | $ 0.59 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flow from operating activities: | ||
Net income | $ 9,555 | $ 17,765 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation | 13,565 | 11,345 |
Amortization | 10,808 | 11,042 |
Equity earnings from unconsolidated affiliate, net of distributions | (1,153) | (120) |
Amortization of deferred financing costs | 1,258 | 1,145 |
Unit-based compensation | 1,847 | 3,523 |
Net loss (gain) on revaluation of contingent consideration | 1,465 | (303) |
Net loss (gain) on disposal of property and equipment | 1,484 | 0 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (3,125) | 583 |
Due from related parties | 841 | (34) |
Inventories | 29 | 80 |
Other current assets | (384) | (442) |
Accounts payable | 952 | (573) |
Accrued expenses | 295 | (227) |
Due to general partner | 680 | 1,347 |
Other liabilities | 428 | (1,829) |
Net cash provided by (used in) operating activities | 38,545 | 43,302 |
Cash flows from investing activities: | ||
Capital expenditures | (12,966) | (20,902) |
Investment in unconsolidated affiliate | (6) | 0 |
Net cash paid for acquisitions | 0 | (8,000) |
Net cash provided by (used in) investing activities | (12,972) | (28,902) |
Cash flows from financing activities: | ||
Distributions | (25,758) | (25,438) |
Deferred financing costs | (213) | (584) |
Repayments to credit facility | (15,000) | (3,313) |
Proceeds from credit facility | 22,000 | 23,250 |
Equity contribution from non-controlling interests | 1,575 | 0 |
Payments of earn-out liability | (2,153) | (1,028) |
Distributions paid to non-controlling interests | (7,200) | (8,000) |
Net settlement withholding taxes related to stock based compensation | (202) | 0 |
Distribution equivalent rights paid on unissued units | (529) | (763) |
Net cash provided by (used in) financing activities | (27,480) | (15,876) |
Net increase (decrease) in cash and cash equivalents | (1,907) | (1,476) |
Cash and cash equivalents, beginning of period | 4,584 | 5,870 |
Cash and cash equivalents, end of period | 2,677 | 4,394 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 7,390 | 6,601 |
Cash paid for income taxes | 86 | 100 |
Non-cash investing and financing activities: | ||
Decrease (increase) in earn-out liability in accounts payable and accrued expenses | (288) | 0 |
Increase (decrease) in purchases of property plant and equipment in accounts payable and accrued expenses | $ 2,890 | $ (1,365) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Partners' Capital (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Total | Limited Partner Common Interest [Member] | Non-controlling Interests [Member] | Accumulated Other Comprehensive Income [Member] |
Partners' capital, beginning balance at Dec. 31, 2016 | $ 366,426 | $ 282,228 | $ 81,541 | $ 2,657 |
Net income | 9,555 | 5,835 | 3,720 | |
Other comprehensive income (loss) | 1,156 | 1,156 | ||
Unit-based compensation | 1,847 | 1,847 | ||
Net settlement of withholding taxes related to unit-based compensation | (202) | (202) | ||
Contributions | 1,575 | 1,575 | ||
Distribution equivalent rights paid on unissued units | (529) | (529) | ||
Distributions | (32,958) | (25,758) | (7,200) | |
Partners' capital, ending balance at Sep. 30, 2017 | $ 346,870 | $ 263,421 | $ 79,636 | $ 3,813 |
Organization and Presentation
Organization and Presentation | 9 Months Ended |
Sep. 30, 2017 | |
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 unaudited condensed consolidated financial statements (“interim statements”) to “Arc Logistics” or the “Partnership” refer to Arc Logistics Partners LP and its subsidiaries. Unless the context clearly indicates otherwise, references to our “General Partner” refer to Arc Logistics GP LLC, the general partner of Arc Logistics. References to “Sponsor” or “Lightfoot” or “Lightfoot Entities” refer to Lightfoot Capital Partners, LP (“LCP LP”) and its general partner, Lightfoot Capital Partners GP LLC (“LCP GP”). 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 LP, predecessor to Arc Logistics, to the Partnership upon the consummation of the Partnership’s initial public offering in November 2013 (“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 owns a 10.3% limited liability company interest in Gulf LNG Holdings, which is referred to herein as the “LNG Interest.” Organization and Description of Business 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, petroleum products and other liquids. 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 its $40.0 million revolving credit facility. The Partnership’s energy logistics assets are strategically located in the East Coast, Gulf Coast, Midwest, Rocky Mountains and West Coast regions of the United States and supply a diverse group of third-party customers, including major oil companies, independent refiners, petroleum product and other liquid marketers, distributors and various industrial manufacturers. Depending upon the location, the Partnership’s facilities possess pipeline, rail, marine and truck loading and unloading capabilities allowing customers to receive and deliver product throughout North America. The Partnership’s asset platform allows customers to meet the specialized handling requirements that may be required by particular products. The Partnership’s combination of diverse geographic locations and logistics platforms gives it the flexibility to meet the evolving demands of existing customers and address those of prospective customers. As of September 30, 2017, the Partnership’s assets consisted of: • 21 terminals in twelve states located in the East Coast, Gulf Coast, Midwest, Rocky Mountains and West Coast regions of the United States with approximately 7.8 million barrels of crude oil, petroleum product and other liquids storage capacity; • four rail transloading facilities with approximately 126,000 bpd of throughput capacity; and • the LNG Interest in connection with the LNG Facility, which has 320,000 M 3 The Partnership interests included the following as of September 30, 2017: 19,545,944 common units representing limited partner interests (of which 5,242,775 common units are held by Lightfoot); • a non-economic general partner interest (which is held by our General Partner, which is owned by Lightfoot); and • incentive distribution rights (which are held by our General Partner, which is owned by Lightfoot). Merger Transaction On August 29, 2017, the Partnership, the General Partner (together with the Partnership, the “MLP Entities”), the Lightfoot Entities, Zenith Energy U.S., L.P., a Delaware limited partnership (“Parent”), Zenith Energy U.S. GP, LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), Zenith Energy U.S. Logistics Holdings, LLC, a Delaware limited liability company and a subsidiary of Parent (“Holdings”), and Zenith Energy U.S. Logistics, LLC, a Delaware limited liability company and a subsidiary of Holdings (“Merger Sub” and, together with Parent, Parent GP and Holdings, the “Parent Entities”), entered into a Purchase Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will, upon the terms and subject to the conditions thereof, merge with and into the Partnership (the “Merger”), with the Partnership surviving the Merger as a subsidiary of Parent, and LCP GP will transfer to Holdings 100% of the issued and outstanding membership interests in the General Partner, including all rights and obligations relating thereto and all economic and capital interest therein (the “GP Equity Transfer”). The conflicts committee (the “GP Conflicts Committee”), of the General Partner’s Board of Directors (the “Board”), after consultation with its independent legal and financial advisors, unanimously (i) determined that it is fair and reasonable and in the best interests of the Partnership and the holders of common units representing limited partner interests in the Partnership other than the Lightfoot Entities and their controlling affiliates to enter into the Merger Agreement and consummate the Merger, (ii) approved the Merger Agreement and the Merger, such approval constituting Special Approval pursuant to Section 7.9(d) of the Partnership’s partnership agreement, (iii) recommended approval of the Merger Agreement and the Merger by the Board, (iv) recommended that the Board direct the Merger Agreement to be submitted to a vote of the Partnership’s limited partners at a special meeting and (v) recommended that the Partnership’s limited partners approve the Merger Agreement and the Merger. The Board, acting based in part upon the recommendation of the GP Conflicts Committee, unanimously (i) determined that it is fair and reasonable and in the best interests of the Partnership and its common unitholders to enter into the Merger Agreement and consummate the Merger, (ii) approved the Merger Agreement and the Merger, (iii) directed the Merger Agreement to be submitted to a vote of the Partnership’s limited partners at a special meeting and (iv) determined to recommend that the Partnership’s limited partners approve the Merger Agreement and the Merger. Upon the Merger and GP Equity Transfer becoming effective (the “Effective Time”), (a) each common unit representing a limited partner interest in the Partnership issued and outstanding immediately prior to the Effective Time (other than those common units owned by the Lightfoot Entities (the “Sponsor Units”)) will be converted into the right to receive an amount in cash equal to $16.50 per common unit, no longer be outstanding, automatically be cancelled and cease to exist, (b) each Sponsor Unit issued and outstanding immediately prior to the Effective Time will be converted into the right to receive an amount in cash equal to $14.50 per common unit, no longer be outstanding, automatically be cancelled and cease to exist, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement and (c) Holdings will (or Parent will on Holdings’ behalf) pay to LCP GP $94,500,000 in cash in exchange for 100% of the membership interests in its General Partner acquired by Holdings in connection with the GP Equity Transfer. Unless otherwise mutually agreed by the parties, including with the approval of the GP Conflicts Committee, the Merger will not be consummated earlier than November 30, 2017. The consummation of the Merger and the GP Equity Transfer is subject to the satisfaction or waiver of a number of conditions, including, among others: (i) receipt of the approval by the holders of a majority of the Partnership’s outstanding common units at a special meeting of its common unitholders Merger Agreement and the Merger (the “MLP Unitholder Approval” the General Partner Additionally, the consummation of the Merger and the GP Equity Transfer is subject to the consummation or contemporaneous consummation of (a) the purchase by Holdings and the Lightfoot Entities of certain of the interests in Arc Terminals Joliet Holdings LLC, a Delaware limited liability company (“Joliet Holdings”), held by EFS Midstream Holdings LLC, a Delaware limited liability company (“GE EFS”) (such purchase, the “Joliet Purchase”), pursuant to the Purchase Agreement dated August 29, 2017, by and among Holdings, the Lightfoot Entities and GE EFS, and (b) the purchase by Holdings of a 5.51646% interest and, subject to certain conditions, an additional 4.16154% interest, in Gulf LNG Holdings from LCP LNG Holdings, LLC, a Delaware limited liability company and subsidiary of LCP LP (“LCP LNG”) (such purchase, the “Gulf LNG Purchase” and together with the Joliet Purchase, the Merger, the GP Equity Transfer and the other transactions contemplated by the Merger Agreement, the “Transactions”) pursuant to the Partially Conditional Purchase Agreement, dated August 29, 2017, by and among LCP LNG, the Lightfoot Entities, Parent, Parent GP, Holdings and, solely for the purposes of Section 1.1(d) of such agreement, the Partnership. The Merger Agreement contains certain termination rights including, among others, (i) by mutual agreement of Parent GP and our General Partner, (ii) by either the General Partner or Parent GP, in the event that (a) a court issues a final, non-appealable order or injunction prohibiting the Merger, (b) after final adjournment of the special meeting of the Partnership’s limited partners, MLP Unitholder Approval has not been obtained, or (c) the Merger has not been consummated on or before February 7, 2018, subject to extension at Parent GP’s election to March 1, 2018, in certain circumstances as specified in the Merger Agreement (the “Outside Date”), (iii) by the General Partner, in the event (a) the GP Conflicts Committee withdraws its recommendation that the Partnership’s limited partners approve the Merger and Merger Agreement due to a superior proposal, the Board authorizes the MLP Entities to enter into an agreement with respect to such superior proposal and, concurrently with the termination of the Merger Agreement, the MLP Entities enter into such agreement, (b) any Parent Entity has breached any of its representations or warranties or has failed to perform any of its covenants or agreements which such breach or failure would prevent the satisfaction of a condition to the consummation of the Merger or is incapable of being cured within a specified time or (c) the Parent Entities fail to close within a specified time after receiving notice from the MLP Entities that all conditions to closing have been satisfied or waived and the MLP Entities stand ready, willing and able to close and (iv) by Parent GP, in the event that (a) any MLP Entity or any Lightfoot Entity has breached the non-solicit obligations under the Merger Agreement, (b) any MLP Entity or any Lightfoot Entity has breached any of its representations or warranties or has failed to perform any of its covenants or agreements which such breach or failure would prevent the satisfaction of a condition to the consummation of the Merger or is incapable of being cured within a specified time or (c) prior to final adjournment of the special meeting the Partnership’s limited partners, the Board withdraws its recommendation that the Partnership’s limited partners approve the Merger and Merger Agreement. Upon termination of the Merger Agreement under specific circumstances, the Partnership will be required to pay Parent a termination fee of $11,487,696 (the “MLP Termination Fee”). If the Merger Agreement is terminated (A) (i) due to the passing of the Outside Date, (ii) failure to obtain MLP Unitholder Approval or (iii) due to any Lightfoot Entity or MLP Entity’s failure to perform any covenant or agreement or the failure of any of the representations and warranties of any Lightfoot Entity or MLP Entity to be true and correct as of the date of the Merger Agreement and (B) any MLP Entity or Lightfoot Entity or affiliate thereof enters into an alternative acquisition within 12 months of such termination, the MLP Termination Fee is payable. The MLP Termination Fee is also payable in the event, among other things, that Parent terminates the Merger Agreement due to any MLP Entity or Lightfoot Entity’s breach of the non-solicit provisions in the Merger Agreement, excluding breaches that do not adversely affect the Parent Entities or the Transactions in any material respect, or if the Board withdraws its recommendation that the Partnership’s limited partners approve the Merger and the Merger Agreement due to a superior proposal, the Board authorizes the MLP Entities to enter into an agreement with respect to such superior proposal and, concurrently with the termination of the Merger Agreement, the MLP Entities enter into such agreement. The Merger Agreement also provides that Parent will be required to pay the Partnership a termination fee of $24,616,491 if the Merger Agreement is terminated under certain circumstances. From the date of the Merger Agreement until the Effective Time, the Partnership plans to declare and pay quarterly distributions in the ordinary course of business and consistent with past practices. Assuming that the Merger has not closed by January 26, 2018, the Partnership expects that it would declare a distribution associated with the quarter ended December 31, 2017 on or about January 26, 2018, to be paid on or about February 15, 2018 to the Partnership’s common unitholders of record as of February 8, 2018. If, as anticipated, the Merger closes prior to the record date for the distribution associated with the fourth quarter of 2017, then the holders of the Partnership’s common units as of immediately prior to the closing of the Merger will not receive any distribution associated with the fourth quarter of 2017. If, alternatively, the Merger does not close by the record date for the distribution associated with the fourth quarter of 2017, then the Partnership plans to pay the fourth quarter distribution, on or around February 15, 2018, to the Partnership’s common unitholders of record as of the record date applicable to such distribution, irrespective of whether the Merger closes thereafter or whether the General Partner or Parent GP terminates the Merger Agreement after the Outside Date. The Merger is targeted to close on or about December 21, 2017 and is subject to the right that each of the General Partner and Parent GP has to terminate the Merger Agreement if the Merger has not been consummated on or before the Outside Date. Additional information regarding the proposed transaction and the terms and conditions of the Merger Agreement are set forth in the Partnership’s definitive proxy statement for the special meeting of the Partnership’s common unitholders to consider and vote on the Merger Agreement and the Merger, filed on October 30, 2017. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies The Partnership has provided a discussion of significant accounting policies in its Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Partnership 10-K”). Certain items from that discussion are repeated or updated below as necessary to assist in the understanding of these interim statements. Basis of Presentation The accompanying interim statements of the Partnership have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments and disclosures necessary for a fair statement of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year or for any other period. These interim statements should be read in conjunction with the Partnership’s consolidated financial statements for the year ended December 31, 2016, which are included in the 2016 Partnership 10-K, as filed with the SEC. The year-end balance sheet data was derived from the audited financial statements, but does not include all disclosures required by GAAP. Revision of Financial Statements During the fourth quarter of 2016, the Partnership identified errors in the determination of the fair value of the earn-out liability related to the Joliet terminal acquisition for the first, second and third quarters of 2016. Such liabilities should have been revalued at each reporting period to estimated fair value with the offset to current earnings. The Partnership evaluated the materiality of the errors from qualitative and quantitative perspectives and concluded that the errors were not material, either individually or in the aggregate, to the Partnership’s previously issued interim financial statements. The Partnership has, however, revised its interim statements for the affected periods. The following table details the impact of these revisions for the three and nine months ended September 30, 2016, on the Condensed Consolidated Statement of Operations: Quarter to date September 30, 2016 As previously reported Adjustments (a) As revised Gain (loss) on revaluation of contingent consideration $ - $ (545 ) $ (545 ) Operating income 6,353 (545 ) 5,808 Net income 6,336 (545 ) 5,791 Net income attributable to partners' capital 4,458 (326 ) 4,132 Basic and diluted earnings per unit - common $ 0.22 $ (0.02 ) $ 0.20 Basic and diluted earnings per unit - subordinated $ 0.22 $ (0.02 ) $ 0.20 Year to date September 30, 2016 As previously reported Adjustments (a) As revised Gain (loss) on revaluation of contingent consideration $ - $ 303 $ 303 Operating income 17,356 303 17,659 Net income 17,462 303 17,765 Net income attributable to partners' capital 12,029 183 12,212 Basic and diluted earnings per unit - common $ 0.58 $ 0.01 $ 0.59 Basic and diluted earnings per unit - subordinated $ 0.58 $ 0.01 $ 0.59 (a) The corresponding amounts have been revised within the statement of cash flows for the nine months ended September 30, 2016, with no net impact to operating cash flow . 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, valuation of contingent consideration, 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. 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 nine months ended September 30, 2017 and 2016. 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 inputs included assumptions related to the future performance of the Partnership and assumptions related to discount rates, long-term growth rates and control premiums. Based on the results of the first step of the quantitative impairment assessment of its goodwill as of December 31, 2016, the fair value of the Partnership’s reporting unit exceeded its carrying value by approximately 11% and management concluded that no impairment was necessary. In the event that market conditions were to remain weak for an extended period of time, the Partnership may be required to record an impairment of goodwill in the future, and such impairment could be material. A summary of the changes in the carrying amount of goodwill is as follows (in thousands): As of September 30, December 31, 2017 2016 Beginning Balance $ 39,871 $ 39,871 Goodwill acquired - - Ending Balance $ 39,871 $ 39,871 Deferred Rent The Portland Lease Agreement (as defined in “Note 11—Related Party Transactions—Other Transactions with Related Persons—Operating Lease Agreement” Contingent Consideration The Partnership records an estimate of the fair value of contingent consideration related to the earn-out obligations to CenterPoint Properties Trust (“CenterPoint”) as a part of the Joliet terminal acquisition, within “Other Liabilities” and “Other non-current liabilities” in the accompanying consolidated balance sheets at September 30, 2017 and December 31, 2016 changes in the assumed amount and timing of the future throughput activity which affects the amount and timing of payments on the earn-out obligation Contingencies In the normal course of business, the Partnership may be subject to loss contingencies, such as legal proceedings and claims arising out of its business that cover a wide range of matters. An accrual for a loss contingency is recognized when it is probable that an asset had been impaired or a liability had been incurred and the amount of loss can be reasonably estimated. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Partnership’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. If the estimate of a probable loss is a range and no amount within the range is more likely, the Partnership will accrue the minimum amount of the range. There are many uncertainties associated with any legal proceeding and these actions or other third-party claims against the Partnership may cause the Partnership to incur costly litigation and/or substantial settlement charges. As a result, the Partnership’s business, financial condition, results of operations and cash flows could be adversely affected. The actual liability in any such matters may be materially different from the Partnership’s estimates, if any. Revenue Recognition Revenues from leased tank storage and delivery services are recognized as the services are performed, evidence of a contractual arrangement exists and collectability is reasonably assured. 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 pass to the customer. 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 condensed consolidated 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 (Levels 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). Because the Credit Facility (as defined in “Note 7 – Debt – Credit Facility” below) has a market rate of interest, its carrying amount approximated fair value (Level 2). In connection with the Partnership’s acquisition, through Joliet Holdings, a joint venture company formed with an affiliate of GE Energy Financial Services (“GE EFS”), of all of the memberships interests of Joliet Bulk, Barge & Rail LLC (“JBBR”) from CenterPoint for $216.0 million (the “JBBR Acquisition”), Joliet Holdings has an earn-out obligation to CenterPoint which was valued at the time of the JBBR Acquisition at $19.7 million. Joliet Holdings’ earn-out obligations to CenterPoint will terminate upon the payment, in the aggregate, of $27.0 million. The balance of the earn-out liability is included within “Other non-current liabilities” in the accompanying consolidated balance sheets at September 30, 2017 and December 31, 2016. Since the fair value of the contingent consideration obligation is based primarily upon unobservable inputs, it is classified as Level 3 in the fair value hierarchy. The contingent consideration obligation will be revalued at each reporting period and changes to the fair value will be recorded as a component of operating income. Increases or decreases in the fair value of the contingent consideration obligations can result from changes in the assumed throughput (contracted or uncontracted) and the long-term interest rates. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent reporting period. Accordingly, future business and economic conditions can materially impact the amount of contingent consideration expense the Partnership records in any given period. The key inputs in determining fair value of the Partnership’s contingent consideration obligations of $17.6 million and $18.0 million at September 30, 2017 and December 31, 2016, respectively, include discount rates ranging from 7.1% to 7.7% and . Balance at Balance at December 31 Revaluation Earn-out September 30, 2016 Adjustments payments 2017 Liabilities at fair value: JBBR contingent consideration $ 18,000 $ 1,465 $ (1,865 ) $ 17,600 Total liabilities at fair value $ 18,000 $ 1,465 $ (1,865 ) $ 17,600 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 9—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 units, if any, by the weighted average number of outstanding common and subordinated units, respectively, during the period. Following payment of the cash distribution for the third quarter of 2016, the requirements for the conversion of all subordinated units were satisfied under the partnership agreement. As a result, effective November 16, 2016, the 6,081,081 subordinated units, of which 5,146,264 were owned by Lightfoot, converted on a one-for-one basis into common units and thereafter participate on terms equal with all other common units in distributions of available cash. 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.” 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. Non-Controlling Interests The Partnership applies the provisions of ASC 810 Consolidations 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. In April 2015, the FASB proposed a one-year deferral of the effective date, and therefore, this guidance will be effective for the Partnership beginning in the first quarter of 2018, with early adoption optional but not before the original effective date of December 15, 2016. In May and December 2016, the FASB issued certain narrow-scope improvements and practical expedients to the guidance. The Partnership plans to adopt this guidance effective January 1, 2018 using the modified retrospective method applied to contracts that are not completed as of that date. To date, the Partnership has not identified changes to its revenue recognition policies that would result in a material adjustment to the opening balance of partnership capital on January 1, 2018; however, it is continuing to evaluate the effect, if any, adopting this guidance will have on its financial position, results of operations, cash flows and related disclosures. Adopting this guidance will result in increased disclosures related to revenue recognition policies and disaggregation of revenue. In February 2016, the FASB issued new guidance which amends various aspects of existing guidance for leases. The new guidance requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. The main difference between previous GAAP and the amended standard is the recognition of lease assets and lease liabilities by lessees on the balance sheet for those leases classified as operating leases under previous GAAP. As a result, the Partnership will have to recognize a liability representing its lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. The new guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Partnership is currently evaluating the effect this standard will have on its consolidated financial position or results of operations. In August 2016, the FASB issued new guidance which makes eight targeted changes to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The update provides specific guidance on cash flow classification issues that are not currently addressed by GAAP and thereby reduces the current diversity in practice. The standard is effective for the Partnership’s financial statements issued for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted. The Partnership does not expect this requirement to have a significant impact on its financial condition, results of operations, cash flows and related disclosures. In January 2017, the FASB issued new guidance which provides clarifications to evaluating when a set of transferred assets and activities (collectively, the "set") is a business and provides a screen to determine when a set is not a business. Under the new guidance, when substantially all of the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset, or group of similar assets, the assets acquired would not represent a business. Also, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to produce outputs. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied on a prospective basis to any transactions occurring within the period of adoption. Early adoption is permitted for interim or annual periods in which the financial statements have not been issued. The Partnership does not expect this requirement to have a significant impact on its financial condition, results of operations, cash flows and related disclosures. In January 2017, the FASB issued new guidance which eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendment, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3 – Acquisitions Acquisitions The following acquisition was 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 consultant utilized several appraisal methodologies including income, market and cost approaches to estimate the fair value of the identifiable assets acquired. Gulf Oil Terminals Acquisition In January 2016, the Partnership, through a newly formed wholly owned subsidiary, acquired four petroleum products terminals (the “Pennsylvania Terminals”) located in Altoona, Mechanicsburg, Pittston and South Williamsport, Pennsylvania from Gulf Oil Limited Partnership (“Gulf Oil”) for $8.0 million (the “Gulf Oil Terminals Acquisition”). In connection with this acquisition, the Partnership also acquired an option to purchase from Gulf Oil at an agreed upon purchase price additional land with storage tanks located adjacent to one of the Pennsylvania Terminals. At closing, the Partnership entered into a take-or-pay terminal services agreement with Gulf Oil with an initial term of two years. The throughput and related services provided by the Partnership to Gulf Oil under the terminal services agreement are provided at the Pennsylvania Terminals, as well as several of the Partnership’s other petroleum products terminals. The acquisition was financed with a combination of available cash and borrowings under the Credit Facility. The Gulf Oil Terminals Acquisition was accounted for as a business combination in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”). The Gulf Oil Terminals Acquisition purchase price equaled the approximately $8.0 million fair value of the identifiable assets acquired and, accordingly, the Partnership did not recognize any goodwill as a part of the Gulf Oil Terminals Acquisition. Transaction costs incurred by the Partnership in connection with the acquisition, consisting primarily of legal and other professional fees, totaled approximately $0.6 million and were expensed as incurred in accordance with ASC 805. Management has finalized the valuation of the net assets acquired in connection with the Gulf Oil Terminals Acquisition and the final purchase price allocation has been determined. The total purchase price of $8.0 million was preliminarily allocated to the net assets acquired as follows (in thousands): Consideration: Cash paid to seller $ 8,000 Total consideration $ 8,000 Allocation of purchase price: Inventories $ 163 Property and equipment 7,837 Net assets acquired $ 8,000 |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliate | 9 Months Ended |
Sep. 30, 2017 | |
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 September 30, 2017 and December 31, 2016 are represented below (in thousands): Balance at December 31, 2016 $ 75,716 Equity earnings 7,243 Contributions 6 Distributions (6,090 ) Amortization of premium (231 ) Other comprehensive income (loss) 1,156 Balance at September 30, 2017 $ 77,800 Investment in Gulf LNG Holdings In November 2013, the Partnership purchased the LNG Interest from an affiliate of GE EFS for $72.7 million. The carrying value of the LNG Interest on the date of acquisition was $64.1 million and therefore the excess amount paid by the Partnership over the carrying value was $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 assets, which is 28 years. The estimated aggregate amortization of this premium for its remaining useful life from September 30, 2017 is as follows (in thousands): Total 2017 $ 78 2018 309 2019 309 2020 309 2021 309 Thereafter 6,136 $ 7,450 Summarized financial information for Gulf LNG Holdings is reported below (in thousands): September 30, December 31, 2017 2016 Balance sheets Current assets $ 7,737 $ 7,474 Noncurrent assets 831,662 855,703 Total assets $ 839,399 $ 863,177 Current liabilities $ 79,893 $ 83,825 Long-term liabilities 579,506 621,802 Member’s equity 180,000 157,550 Total liabilities and member’s equity $ 839,399 $ 863,177 Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Income statements Revenues $ 46,548 $ 46,484 $ 139,593 $ 139,452 Total operating costs and expenses 13,965 14,275 42,901 42,233 Operating income 32,583 32,209 96,692 97,219 Net income $ 23,556 $ 24,340 $ 70,182 $ 72,076 LNG Facility Arbitration On March 1, 2016, an affiliate of Gulf LNG Holdings received a Notice of Disagreement and Disputed Statements and a Notice of Arbitration from Eni USA Gas Marketing L.L.C. (“Eni USA”), one of the two companies that had entered into a terminal use agreement for capacity of the LNG Facility. Eni USA is an indirect subsidiary of Eni S.p.A., a multi-national integrated energy company headquartered in Milan, Italy. Pursuant to the Notice of Arbitration, Eni USA seeks declaratory and monetary relief in respect of its terminal use agreement, asserting that (i) the terminal use agreement should be terminated because changes in the U.S. natural gas market since the execution of the agreement in December 2007 have “frustrated the essential purpose” of the agreement and (ii) the activities undertaken by affiliates of Gulf LNG Holdings “in connection with a plan to convert the LNG Facility into a liquefaction/export facility have given rise to a contractual right on the part of Eni USA to terminate” the terminal use agreement. Affiliates of Kinder Morgan, Inc., which control Gulf LNG Holdings and operate the LNG Facility, have expressed to the Partnership that they view the assertions by Eni USA to be without merit and that they will continue to vigorously contest the assertions set forth by Eni USA. Although the Partnership does not control Gulf LNG Holdings, the Partnership also is of the view that the assertions made by Eni USA are without merit. As contemplated by the terminal use agreement, disputes are meant to be resolved by final and binding arbitration. A three-member arbitration panel conducted an arbitration hearing in January 2017. The Partnership expects the arbitration panel will issue its decision before the end of the fourth quarter of 2017. If the arbitration panel has not issued its decision on or about December 4, 2017, the Partnership has been advised that the panel is expected, on or around such date, to advise the parties to the arbitration of the date that the panel expects to issue its decision. Eni USA has advised Gulf LNG Holdings’ affiliates that it will continue to pay the amounts claimed to be due under the terminal use agreement pending resolution of the dispute. If the assertions by Eni USA to terminate or amend its payment obligations under the terminal use agreement prior to the expiration of its initial term are ultimately successful, the Partnership’s business, financial conditions and results of operations and its ability to make cash distributions to its unitholders would be (or in the event Eni USA’s payment obligations are amended, could be) materially adversely affected. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
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 September 30, December 31, 2017 2016 Land $ 78,455 $ 78,455 Buildings and site improvements 93,186 84,976 Tanks and trim 130,445 124,438 Pipelines 20,507 20,507 Machinery and equipment 123,263 121,278 Office furniture and equipment 1,291 1,152 Construction in progress 12,547 14,917 459,694 445,723 Less: Accumulated depreciation (63,496 ) (50,212 ) Property, plant and equipment, net $ 396,198 $ 395,511 During the three months ended September 30, 2017, the Partnership recognized a non-cash loss of $1.5 million as a result of dismantling and selling salt unloading equipment at the Joliet terminal. The existing location of the salt unloading equipment interfered with the location of a new pipeline that is being constructed to support future commercial activities at the Joliet terminal and the Partnership opted to dismantle and sell the salt unloading equipment accordingly. The net impact of this disposal is reflected in “Loss on disposal of property and equipment” in the accompanying consolidated statement of operations and comprehensive income. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6—Intangible Assets The Partnership’s intangible assets consisted of (in thousands): Estimated As of Useful Lives September 30, December 31, in Years 2017 2016 Customer relationships 21 $ 4,785 $ 4,785 Acquired contracts 2-12 148,342 149,342 Non-compete agreements 2-3 741 741 153,868 154,868 Less: Accumulated amortization (46,728 ) (37,152 ) Intangible assets, net $ 107,140 $ 117,716 The Partnership’s intangible assets are amortized on a straight-line basis over the expected life of each intangible asset. The estimated future amortization expense is approximately $3.5 million for the remainder of 2017, $12.8 million in 2018, $12.2 million in 2019, $12.2 million in 2020, $12.2 million in 2021 and $54.3 million thereafter. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Note 7—Debt Credit Facility Concurrent with the closing of the IPO, the Partnership entered into the Second Amended and Restated Revolving Credit Agreement (the “Credit Facility”) with a syndicate of lenders, under which Arc Terminals Holdings LLC (“Arc Terminals Holdings”) is the borrower. The Credit Facility matures in November 2018 and has up to $300.0 million of borrowing capacity. As of September 30, 2017, the Partnership had borrowings of $256.0 million under the Credit Facility at an interest rate of 4.25%. Based on the restrictions under the total leverage ratio covenant, as of September 30, 2017, the Partnership had $25.0 million of available capacity under the Credit Facility. The Credit Facility is available to fund working capital and to finance capital expenditures and other permitted payments and allows the Partnership to request that the maximum amount of the Credit Facility be increased by up to an aggregate principal amount 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 $20.0 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 and the assets of the Partnership’s Joliet terminal (which is owned indirectly by Joliet Holdings, 40% of which is owned by an affiliate of GE EFS). The Partnership and each of the Partnership’s existing restricted subsidiaries (other than the borrower) guarantee, and each of the Partnership’s future restricted subsidiaries will also guarantee, the Credit Facility. Loans under the Credit Facility bear interest at a floating rate, based upon the Partnership’s total leverage ratio, equal to, at the Partnership’s option, either (a) a base rate plus a range from 100 to 225 basis points per annum or (b) a LIBOR rate, plus a range of 200 to 325 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 rate plus 100 basis points per annum and (iii) the federal funds rate plus 50 basis points per annum. The unused portion of the Credit Facility is subject to a commitment fee calculated based upon the Partnership’s total 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 September 30, 2017, 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 total 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 material permitted acquisition or issuance of over $200.0 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 Credit Facility are unconditionally guaranteed by the Partnership and each of the Partnership’s existing subsidiaries (other than the borrower and Joliet Holdings and the subsidiaries thereof) and each of the Partnership’s future restricted subsidiaries. First Amendment In January 2014, in connection with the lease agreement entered into at the Partnership’s Portland terminal, Arc Terminals Holdings, as borrower, together with the Partnership and certain of its other subsidiaries, as guarantors, entered into the first amendment to the Credit Facility (the “First Amendment”). The First Amendment principally modified certain provisions of the Credit Facility to allow Arc Terminals Holdings to enter into the Portland Lease Agreement relating to the use of petroleum products terminals and pipeline infrastructure located in Portland, Oregon. Second Amendment In May 2015, Arc Terminals Holdings, as borrower, together with the Partnership and certain of its other subsidiaries, as guarantors, entered into the second amendment to the Credit Facility as part of its financing for the JBBR Acquisition. Upon the closing of the JBBR Acquisition in May 2015, the aggregate commitments under the Credit Facility increased from $175 million to $275 million. In addition, the sublimit for letters of credit was increased from $10 million to $20 million. Third Amendment In July 2015, Arc Terminals Holdings, as borrower, together with the Partnership and certain of its other subsidiaries, as guarantors, entered into the third amendment to the Credit Facility as part of the financing for the Partnership’s purchase in July 2015 of all of the membership interests in UET Midstream, LLC (“UET Midstream”) Fourth Amendment In June 2016, Arc Terminals Holdings, as borrower, together with the Partnership and certain of its other subsidiaries, as guarantors, entered into the fourth amendment to the Credit Facility (the “Fourth Amendment”). The Fourth Amendment principally modifies certain provisions of the Credit Facility including (i) the circumstances whereby the Partnership may increase up to or maintain a total leverage ratio of 5.00 to 1.00 and (ii) the interest rate pricing grid to include an additional pricing tier if the total leverage ratio is greater than or equal to 4.50 to 1.00. Fifth Amendment In May 2017, Arc Terminals Holdings, as borrower, together with the Partnership and certain of its other subsidiaries, as guarantors, entered into the fifth amendment to the Credit Facility (the “Fifth Amendment”). The Fifth Amendment principally modifies a provision of the Credit Agreement whereby the Partnership may maintain a total leverage ratio of up to 5.00 to 1.00 for a stated period of time. |
Partners' Capital and Distribut
Partners' Capital and Distributions | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Partners' Capital and Distributions | Note 8—Partners’ Capital and Distributions Units Outstanding As of September 30, 2017, the Partnership had 19,545,944 common units outstanding. Of that number, 5,242,775 were owned by Lightfoot. In addition, the General Partner, which is owned by Lightfoot, has a non-economic general partner interest in the Partnership along with incentive distribution rights. Following payment of the cash distribution for the third quarter of 2016, the requirements for the conversion of all subordinated units were satisfied under the partnership agreement. As a result, effective November 16, 2016, the 6,081,081 subordinated units, of which 5,146,264 were owned by Lightfoot, converted on a one-for-one basis into common units and thereafter participate on terms equal with all other common units in distributions of available cash. The conversion did not impact the amount of cash distributions paid by the Partnership or the total units outstanding. The table below summarizes the changes in the number of common units outstanding at December 31, 2016 through September 30, 2017: Limited Partner Common Units Units outstanding at December 31, 2016 19,477,021 Vesting of equity-based compensation awards 68,923 Units outstanding at September 30, 2017 19,545,944 Cash Distributions The table below summarizes the quarterly distributions related to the Partnership’s quarterly financial results (in thousands, except per unit data): Total Quarterly Total Cash Date of Unitholders Quarter Ended Distribution Per Unit Distribution Distribution Record Date September 30, 2017 $ 0.4400 $ 8,603 November 15, 2017 November 8, 2017 June 30, 2017 $ 0.4400 $ 8,600 August 15, 2017 August 8, 2017 March 31, 2017 $ 0.4400 $ 8,588 May 15, 2017 May 8, 2017 December 31, 2016 $ 0.4400 $ 8,570 February 15, 2017 February 8, 2017 September 30, 2016 $ 0.4400 $ 8,493 November 15, 2016 November 7, 2016 Cash Distribution Policy The Partnership’s 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 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 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 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 to all unitholders pro rata, until each has received a distribution of $0.4456. In connection with the entering into of the Merger Agreement, the Partnership amended its distribution policy to provide that, from the date of the Merger Agreement through the date that the Merger is consummated, the Partnership will not declare or pay a distribution on its common units in excess of $0.44 per common unit. 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 Unitholders General above $0.3875 up to $0.4456 100.0 % 0.0 % above $0.4456 up to $0.4844 85.0 % 15.0 % above $0.4844 up to $0.5813 75.0 % 25.0 % above $0.5813 50.0 % 50.0 % The Partnership refers to additional increasing distributions to the General Partner as “incentive distributions.” |
Equity Plans
Equity Plans | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Plans | Note 9—Equity Plans 2013 Long-Term Incentive Plan The Board approved and adopted the Arc Logistics Long-Term Incentive Plan (as amended from time to time, the “2013 Plan”) in November 2013. In July 2014, the Board formed a Compensation Committee (the “Compensation Committee”) to administer the 2013 Plan. Effective as of March 2015, the Board dissolved the Compensation Committee and, on and after such date, the Board serves as the administrative committee (the “Committee”) under the 2013 Plan. The Board amended and restated the 2013 Plan in March 2016. 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. Distribution equivalent rights (“DER”) are also available for grant 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, except that, with respect to awards issued on or after March 9, 2016, the Committee may condition the automatic vesting of any such awards then outstanding upon a separation of employment for certain reasons (as established in an individual award agreement) following the occurrence of a “change of control”. 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 for accounting purposes (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 three and nine months ended September 30, 2017, the Partnership recorded approximately less than $0.1 million and $0.4 million, respectively, of unit-based compensation expense related to the Director Grants. For the three and nine months ended September 30, 2016, the Partnership recorded $0.2 million and $0.6 million, respectively, of unit-based compensation related to the Director Grants. As of September 30, 2017, 100% of the phantom units granted under the Director Grants have vested and all of the related unit-based compensation expense has been recognized. 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 for accounting purposes (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 vested on the day after the end of the Subordination Period (as defined in the 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 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 three and nine months ended September 30, 2017, the Partnership recorded $0.2 million and $0.5 million, respectively, of unit-based compensation expense related to the Employee Equity Grants. For the three and nine months ended September 30, 2016, the Partnership recorded $0.8 million and $2.3 million, respectively, of unit-based compensation expense related to the Employee Equity Grants. As of September 30, 2017, the unrecognized unit-based compensation expense for the Employee Equity Grants was approximately $10.6 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. Through September 30, 2017, one-fourth of the phantom units granted under the Employee Equity Grants have vested. 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 three and nine months ended September 30, 2017 and 2016, the Partnership recorded less than $0.1 million of unit-based compensation expense during each period, with respect to the Employee Liability Grants. As of September 30, 2017, the unrecognized unit based compensation expense for the Employee Liability Grants was approximately less than $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. Through September 30, 2017, one-fourth of the phantom units granted under the Employee Liability Grants have vested. In March 2015, the Board authorized the grant of an aggregate of 45,668 phantom units pursuant to the 2013 Plan to certain employees, consultants and non-employee directors of the Partnership Entities (“2015 Equity Grants”). Each 2015 Equity Grant will be settled in common units and includes a DER. The 2015 Equity Grants are classified as equity awards for accounting purposes and have an aggregate grant date fair value of $0.9 million and vest in equal annual installments over a three-year period starting from the date of grant. For the three and nine months ended September 30, 2017, the Partnership recorded $0.1 million and $0.2 million, respectively, of unit-based compensation expense with respect to the 2015 Equity Grants. For the three and nine months ended September 30, 2016, the Partnership recorded $0.1 million and $0.2 million, respectively, of unit-based compensation expense with respect to the 2015 Equity Grants. As of September 30, 2017, the unrecognized unit-based compensation expense for the 2015 Equity Grants is approximately $0.1 million, which will be recognized ratably over the remaining term of the awards. Through September 30, 2017, two-thirds of the phantom units granted under the 2015 Equity Grants have vested. During the year ended December 31, 2015, the Board and Chief Executive Officer authorized the grant of an aggregate of 57,100 phantom units (in addition to the 45,668 phantom units granted in March 2015) pursuant to the 2013 Plan to certain employees of the Partnership Entities (“2015 Performance Grants”). Each 2015 Performance Grant will be settled in common units and includes a DER. The 2015 Performance Grants are classified as equity awards for accounting purposes and have an aggregate grant date fair value of $1.0 million and have the same term and vesting requirements as the Employee Equity Grants described above. For the three and nine months ended September 30, 2017, the Partnership recorded less than $0.1 million of unit-based compensation expense during each period with respect to the 2015 Performance Grants. For the three and nine months ended September 30, 2016, the Partnership recorded $0.1 million and $0.2 million, respectively, of unit-based compensation expense with respect to the 2015 Performance Grants. As of September 30, 2017, the unrecognized unit-based compensation expense for the 2015 Performance Grants is approximately $0.6 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. Through September 30, 2017, one-fourth of the phantom units granted under the 2015 Performance Grants have vested. During the year ended December 31, 2016, the Board authorized the grant of an aggregate of 94,000 phantom units pursuant to the 2013 Plan to certain employees and consultants of the Partnership Entities (“2016 Equity Grants”). Each 2016 Equity Grant will be settled in common units and includes a DER. The 2016 Equity Grants are classified as equity awards for accounting purposes and have an aggregate grant date fair value of $1.1 million and vest in three equal annual installments over a three-year period starting from the date of grant. For the three and nine months ended September 30, 2017, the Partnership recorded $0.1 million and $0.3 million, respectively, of unit-based compensation expense with respect to the 2016 Equity Grants. For the three and nine months ended September 30, 2016, the Partnership recorded $0.1 million and $0.2 million, respectively, of unit-based compensation with respect to the 2016 Equity Grants. As of September 30, 2017, the unrecognized unit-based compensation expense for the 2016 Equity Grants is approximately $0.6 million, which will be recognized ratably over the remaining term of the awards. Through September 30, 2017, one-third of the phantom units granted under the 2016 Equity Grants have vested. During the nine months ended September 30, 2017, the Board authorized the grant of an aggregate of 227,561 phantom units pursuant to the 2013 Plan to certain employees, directors and consultants of the Partnership Entities (“2017 Equity Grants”). Each 2017 Equity Grant will be settled in common units and includes a DER. The 2017 Equity Grants are classified as equity awards for accounting purposes and have an aggregate grant date fair value of $3.4 million, 209,111 of the 2017 Equity Grants vest in three equal annual installments over a three-year period starting from the date of grant, 16,450 of the 2017 Equity Grants vested immediately on the date of grant, and 2,000 of the 2017 Equity Grants had one-third of the phantom units vest on the date of grant while the remaining two-thirds will vest in two equal annual installments over a two-year period starting from the date of grant. For the three and nine months ended September 30, 2017, the Partnership recorded $0.2 million and $0.6 million, respectively, of unit based compensation expense with respect to the 2017 Equity Grants. As of September 30, 2017, the unrecognized unit-based compensation expense for the 2017 Equity Grants is approximately $2.7 million, which will be recognized ratably over the remaining term of the awards. During the nine months ended September 30, 2017, the Board authorized the grant of an aggregate of 26,250 phantom units pursuant to the 2013 Plan to an employee of an affiliate of the Partnership Entities (“2017 Performance Grant”). The 2017 Performance Grant will be settled in common units and includes a DER. The 2017 Performance Grant is classified as an equity award for accounting purposes, has an aggregate grant date fair value of $0.4 million and will vest in three equal installments based on the date on which the Partnership has paid, for three consecutive quarters, distributions to its common unitholders at or above a stated level, with (A) one-third of the award vesting after distributions are paid at or above $0.4457 per unit for the required period, (B) one-third of the award vesting after distributions are paid at or above $0.4845 per unit for the required period, and (C) the last one-third 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 2017 Performance Grant expires 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 three and nine months ended September 30, 2017, the Partnership recorded less than $0.1 million and $0.1 million, respectively, of unit-based compensation expense with respect to the 2017 Performance Grant. As of September 30, 2017, the unrecognized unit-based compensation expense for the 2017 Performance Grant is approximately $0.3 million which may be recognized variably over the remaining term of the award based on the probability of the achievement of the performance vesting requirements. During the nine months ended September 30, 2017, the Board authorized the grant of an aggregate of 10,475 phantom units pursuant to the 2013 Plan to employees of the Partnership Entities (“2017 Employee Liability Grants”). Each 2017 Employee Liability Grant will be settled in cash (as such award consists of less than 1,000 phantom units) and includes a DER. The 2017 Employee Liability Grants are classified as liability awards for accounting purposes, have an aggregate grant date fair value of $0.1 million and will vest in three equal installments over a three-year period starting from the date of grant. For the three and nine months ended September 30, 2017, the Partnership recorded less than $0.1 million of unit-based compensation expense during each period, with respect to the 2017 Employee Liability Grants. As of September 30, 2017, the unrecognized unit-based compensation expense for the 2017 Employee Liability Grants is approximately $0.1 million, which will be recognized ratably over the remaining term of the awards. Subject to applicable earning criteria, the DER included in each phantom unit award described above 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 unaudited condensed consolidated statements of operations and comprehensive income. During the three and nine months ended September 30, 2017, the Partnership paid approximately $0.4 million and $1.2 million, respectively, in DERs to phantom unit-holders. For the three and nine months ended September 30, 2017, $0.2 million and $0.6 million, respectively, was reflected as a reduction of partners’ capital, and the other $0.2 million and $0.6 million, respectively, 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. For the three and nine months ended September 30, 2016, the Partnership paid approximately $0.5 million and $1.4 million, respectively, in DERs to phantom unit-holders. For the three months and nine months ended September 30, 2016, $0.3 million and $0.8 million, respectively, was reflected as a reduction of partners’ capital, and the other $0.2 million and $0.6 million, respectively, 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 total compensation expense related to the 2013 Plan for the three and nine months ended September 30, 2017 was $0.5 million and $1.9 million, respectively, which was included in the “Selling, general and administrative” line item in the accompanying unaudited condensed consolidated statements of operations and comprehensive income included in the “Selling, general and administrative” line item in the accompanying unaudited condensed consolidated statements of operations and comprehensive income The following table presents phantom units granted pursuant to the 2013 Plan: Equity Awards Liability Awards Nine Months Ended Nine Months Ended September 30, 2017 September 30, 2017 Number Weighted Avg. Number Weighted Avg. of Phantom Grant Date of Phantom Grant Date Fair Value at Units Fair Value Units Fair Value 9/30/2017 Balance at December 31, 2016 804,818 $ 23.29 4,125 $ 25.46 $ 16.70 Granted 253,811 $ 14.72 10,475 $ 14.01 $ - Vested (83,629 ) $ 17.52 (500 ) $ 14.01 $ - Forfeited (30,271 ) $ 19.36 (775 ) $ 19.55 $ - Balance at September 30, 2017 944,729 $ 21.62 13,325 $ 17.23 $ 16.70 |
Earnings Per Unit
Earnings Per Unit | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Unit | Note 10—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. Following payment of the cash distribution for the third quarter of 2016, the requirements for the conversion of all subordinated units were satisfied under the partnership agreement. As a result, effective November 16, 2016, the 6,081,081 subordinated units, of which 5,146,264 were owned by Lightfoot, converted on a one-for-one basis into common units and thereafter participate on terms equal with all other common units in distributions of available cash. The conversion did not impact the amount of cash distributions paid by the Partnership or the total units outstanding. Following the conversion, the Partnership is no longer utilizing the two-class method when calculating the net income per unit applicable to limited partners. Diluted net income per unit applicable to limited partners includes the effects of potentially dilutive units on the Partnership’s units. For the three and nine months ended September 30, 2017 and 2016, the only potentially dilutive units outstanding consisted of the phantom units (see “Note 9—Equity Plans”) as they are considered to be participating securities. For the three and nine months ended September 30, 2017 and 2016, none of the phantom units are included in the calculation of diluted earnings per share due to the Partnership having declared distributions in excess of reported net income attributable to partners’ capital. The following table sets forth the calculation of basic and diluted earnings per limited partner unit for the periods indicated (in thousands, except per unit data): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Net Income attributable to partners' capital $ 144 $ 4,132 $ 5,835 $ 12,212 Less: Distribution equivalent rights for unissued units 216 257 638 791 Net income (loss) available to limited partners $ (72 ) $ 3,875 $ 5,197 $ 11,421 Numerator for basic and diluted earnings per limited partner unit: Allocation of net income among limited partner interests: Net income (loss) allocated to common unitholders $ (72 ) $ 2,655 $ 5,197 $ 7,824 Net income (loss) allocated to subordinated unitholders $ - $ 1,220 $ - $ 3,597 Net income (loss) allocated to limited partners: $ (72 ) $ 3,875 $ 5,197 $ 11,421 Denominator for basic and diluted earnings per limited partner unit: Common units - (basic and diluted) 19,541 13,209 19,516 13,189 Subordinated units - (basic and diluted) - 6,081 - 6,081 Earnings (loss) per limited partner unit: Common - (basic and diluted) $ 0.00 $ 0.20 $ 0.27 $ 0.59 Subordinated - (basic and diluted) $ - $ 0.20 $ - $ 0.59 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11—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 three months ended September 30, 2017 and 2016, the General Partner incurred expenses of $1.4 million and $1.3 million, respectively. For the nine months ended September 30, 2017 and 2016, the General Partner incurred expenses of $3.9 million and $4.0 million, respectively. Such expenses are reimbursable from the Partnership and are reflected in the “Selling, general and administrative – affiliate” line on the accompanying unaudited condensed consolidated statements of operations and comprehensive income. As of September 30, 2017 and December 31, 2016, the Partnership had a payable of approximately $2.8 million and $2.1 million, respectively, to the General Partner, which is reflected as “Due to general partner” in the accompanying unaudited condensed 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, upon request of the Sponsor, a registration statement to register the common units issued to the Sponsor and the common units issuable upon the conversion of the subordinated units held by 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. Other Transactions with Related Persons 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. In December 2015, the Partnership extended the term of the storage and throughput agreement with Center Oil to June 2020. 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. This agreement was renewed under the one-year evergreen provision and has been extended to May 2018. In May 2013, the Partnership entered into an agreement to provide gasoline storage and throughput services to Center Oil at the Brooklyn terminal. The Partnership charges Center Oil a fixed per barrel fee for each inbound delivery of ethanol and every outbound barrel of product 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. This agreement was renewed under the one-year evergreen provision and has been extended to May 2018. Throughput Agreements with UET In connection with the Pawnee Terminals Acquisition, the Partnership acquired two terminalling services agreements with UET (each, a “UET Throughput Agreement”). Each UET Throughput Agreement requires UET Midstream to make available to UET a minimum volume of throughput capacity on a monthly basis at the Pawnee terminal in exchange for payment by UET of a fixed, per barrel monthly fee for such capacity regardless of whether UET utilizes any or all such throughput capacity, in each case subject to certain exceptions. The minimum monthly contract throughput capacity increases each year during the initial five-year term under one of the UET Throughput Agreements. The initial term of each UET Throughput Agreement (which expire in May 2020) will automatically extend under certain circumstances. Each UET Throughput Agreement requires UET to deliver crude oil that meets certain specifications and to pay certain other fees, including fees for the use of excess throughput capacity and certain other ancillary services. The UET Throughput Agreements contain certain other customary insurance, indemnification, default and termination provisions, including the right of a party to terminate the applicable UET Throughput Agreement following an event of default and the expiration of all applicable cure periods. Revenues – Related Parties The total revenues associated with the storage and throughput agreements for Center Oil, UET and Gulf Coast Asphalt Company (“GCAC”) reflected in the “Revenues – Related parties” line on the accompanying unaudited condensed consolidated statements of operations and comprehensive income are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Center Oil $ 1,431 $ 1,447 $ 4,382 $ 4,378 UET (a) N/A 1,837 N/A 5,118 GCAC (a) N/A 455 N/A 1,351 Total $ 1,431 $ 3,739 $ 4,382 $ 10,847 (a) GCAC and UET are no longer considered related parties of the Partnership The total receivables associated with the storage and throughput agreements for Center Oil, UET and GCAC reflected in the “Due from related parties” line on the accompanying unaudited condensed consolidated balance sheets are as follows (in thousands): As of September 30, December 31, 2017 2016 Center Oil $ 480 $ 676 UET (a) N/A 645 GCAC (a) N/A N/A Total $ 480 $ 1,321 (a) GCAC and UET are no longer considered related parties of the Partnership Natural Gas Supply Agreement In March 2016, the Partnership, through its wholly owned subsidiary, Arc Terminals Holdings, entered into a natural gas supply agreement with UET to supply the Portland terminal with natural gas. UET charges the Partnership for the actual amount of natural gas supplied on a monthly basis plus a transportation fee. The agreement expires on March 31, 2018, unless mutually extended for an additional year by both UET and the Partnership. Joliet LLC Agreement In connection with the JBBR Acquisition in May 2015, the Partnership and an affiliate of GE EFS entered into an amended and restated limited liability company agreement of Joliet Holdings governing their respective interests in Joliet Holdings (the “Joliet LLC Agreement”). An affiliate of GE EFS owns 40% of Joliet Holdings, while the remaining 60% is owned by the Partnership. GE EFS indirectly owns interests in Lightfoot. Lightfoot has a significant interest in the Partnership through its ownership of a 27% limited partner interest in the Partnership, 100% of the limited liability company interests in the General Partner and all of the Partnership’s incentive distribution rights. As of April 2017, John Pugh serves on the board of managers of Lightfoot Capital Partners GP LLC and on the Board of the General Partner and is a Managing Director at GE EFS, which is an affiliate of General Electric Company. In addition, Arc Terminals Holdings entered into a Management Services Agreement (the “MSA”) with Joliet Holdings to manage and operate the Joliet terminal. Arc Terminals Holdings receives a fixed monthly management fee and reimbursements for out-of-pocket expenses. In addition, Arc Terminals Holdings may receive additional monthly management fees based upon the throughput activity at the Joliet terminal. During the three months ended September 30, 2017 and 2016, the Partnership was paid $0.5 million and $0.3 million, respectively, in fees and reimbursements by Joliet Holdings under the MSA. During the nine months ended September 30, 2017 and 2016, the Partnership was paid $1.1 million and $1.0 million, respectively, in fees and reimbursements by Joliet Holdings under the MSA. PIPE Transaction Registration Rights Agreement with PIPE Investors Pursuant to a Unit Purchase Agreement dated as of February 19, 2015 (the “PIPE Purchase Agreement”) among the Partnership and the purchasers named therein (the “PIPE Purchasers”), the Partnership sold 4,520,795 common units at a price of $16.59 per common unit in a private placement (the “PIPE Transaction”) on May 14, 2015 for proceeds totaling $72.7 million after placement agent commissions and expenses, which were used to partially finance the Partnership’s portion of the purchase price of the JBBR Acquisition. As a part of the PIPE Transaction, the Partnership entered into a registration rights agreement (the “PIPE Registration Rights Agreement”), dated May 14, 2015, with the PIPE Purchasers. The issuance of the common units pursuant to the PIPE Purchase Agreement was made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof. Pursuant to the PIPE Registration Rights Agreement, the Partnership filed, and the SEC declared effective, a shelf registration statement registering the common units of the PIPE Purchasers. In addition, the PIPE Registration Rights Agreement gives the PIPE Purchasers piggyback registration rights under certain circumstances. These registration rights are transferable to affiliates of the PIPE Purchasers. Material Relationships Relating to PIPE Transaction MTP Energy Master Fund Ltd. (“Magnetar PIPE Investor”), one of the PIPE Purchasers, purchased 572,635 c u UET Contribution Agreement In July 2015, the Partnership, through its wholly owned subsidiary, Arc Terminals Holdings, entered into a contribution agreement (the “Contribution Agreement”) with the Pawnee Sellers, pursuant to which it acquired all of the limited liability company interests of UET Midstream from the Pawnee Sellers for total consideration, net of certain adjustments, of $76.6 million, consisting of $44.3 million in cash and $32.3 million of common units of the Partnership. The number of common units issued to the Pawnee Sellers at the closing of the Pawnee Terminal Acquisition was based upon an issuance price of $18.50 per unit, which resulted in the issuance of 1,745,669 of the Partnership’s common units. Registration Rights Agreement with Pawnee Sellers In connection with the issuance of the Partnership’s common units to the Pawnee Sellers (the “Initial Pawnee Holders”) pursuant to the Contribution Agreement as partial consideration for the Pawnee Terminal Acquisition, the Partnership entered into a Registration Rights Agreement (the “Pawnee Registration Rights Agreement”), dated as of July 14, 2015, with the Initial Pawnee Holders. The issuance of the Partnership’s common units pursuant to the Contribution Agreement was made in reliance upon an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. Pursuant to the Pawnee Registration Rights Agreement, the Partnership filed, and the SEC declared effective, a shelf registration statement registering the common units of the Pawnee Sellers. In July 2016, the Partnership deregistered the common units of the Pawnee Sellers that remained unsold under the shelf registration statement because it no longer had an obligation to keep the shelf registration statement effective pursuant to the terms of the Pawnee Registration Rights Agreement. |
Major Customers
Major Customers | 9 Months Ended |
Sep. 30, 2017 | |
Risks And Uncertainties [Abstract] | |
Major Customers | Note 12—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 Revenues Three Months Ended Nine Months Ended % of Receivables September 30, September 30, September 30, December 31, 2017 2016 2017 2016 2017 2016 Customer A 34 % 33 % 34 % 33 % 27 % 32 % Customer B 11 % 11 % 11 % 12 % 16 % 11 % Total 45 % 44 % 45 % 45 % 43 % 43 % |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13—Commitments and Contingencies Environmental Matters The Partnership may experience releases of crude oil, petroleum products and fuels or other contaminants into the environment or discover past releases that were previously unidentified. Although the Partnership maintains preventative maintenance and compliance programs designed to prevent and, as applicable, to detect and address such releases promptly, damages and liabilities incurred due to any such environmental releases from the Partnership’s assets may affect its business. As a result, the Partnership may accrue 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. The Partnership is not a party to any material pending legal proceedings relating to environmental remediation or other environmental matters and is not aware of any claims or events relating to environmental remediation or other environmental matters that, either individually or in the aggregate, could have a material adverse effect on the Partnership’s business, financial condition, results of operations and ability to make quarterly distributions to its unitholders. As of September 30, 2017 and December 31, 2016, the Partnership had not experienced any releases of crude oil, petroleum products and fuels or other contaminants into the environment or discovered past releases that were previously unidentified that would give rise to evaluating an estimate of possible losses or a range of losses. Accordingly, the Partnership had not accrued for any loss contingencies in 2017 and 2016. Commitments and Contractual Obligations Future non-cancelable commitments related to certain contractual obligations as of September 30, 2017 are presented below (in thousands): Payments Due by Period Total 2017 2018 2019 2020 2021 Thereafter Long-term debt obligations $ 256,000 $ - $ 256,000 $ - $ - $ - $ - Operating lease obligations 12,702 1,622 6,414 4,665 1 - - Earn-out obligations 22,391 416 2,281 2,281 2,281 2,281 12,851 Settlement obligations 625 125 500 - - - - Total $ 291,718 $ 2,163 $ 265,195 $ 6,946 $ 2,282 $ 2,281 $ 12,851 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 “Portland Lease Agreement”), pursuant to which Arc Terminals Holdings leased the Portland terminal from a wholly owned subsidiary of CorEnergy Infrastructure Trust, Inc. (“CorEnergy”). Arc Logistics guaranteed Arc Terminals Holdings’ obligations under the Portland 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 Capital Partners, LP. The Portland 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 Portland 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 rent in the initial years of the Portland Lease Agreement was $230,000 per month through July 2014 (prorated for the partial month of January 2014) and is $417,522 for each month thereafter until the end of year five. The base rent also increased each month starting with the month of August 2014 by a factor of 0.00958 of the specified construction costs incurred by LCP Oregon Holdings LLC at the Portland terminal. During 2015, spending on terminal-related projects by CorEnergy since the commencement of the Portland Lease Agreement totaled $10.0 million and, as a result, the base rent has increased by approximately $95,800 per month. Accordingly, any additional terminal-related projects will be funded by the Partnership. The base rent will be increased in February 2019 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 three months ended September 30, 2017 and 2016, the rent expense associated with the Portland Lease Agreement was $1.6 million, during each period. During the nine months ended September 30, 2017 and 2016, the rent expense associated with the Portland Lease Agreement was $4.8 million, during each period. During the three and nine months ended September 30, 2017 and 2016, there was no variable rent associated with the Portland Lease Agreement. So long as Arc Terminals Holdings is not in default under the Portland Lease Agreement, it shall have the right to purchase the Portland terminal 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 Option is not exercised, the Portland 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 Portland Lease Agreement on the fifth and tenth anniversaries, by providing written notice 12 months in advance, for a termination fee of $4 million and $6 million, respectively. CenterPoint Earnout In connection with the JBBR Acquisition, CenterPoint is entitled to receive up to an additional $27.0 million in cash earn-out payments. As a part of the purchase price allocation related to the JBBR Acquisition, Joliet Holdings recorded a liability of $19.7 million, as of the date of the JBBR Acquisition, in connection with this potential CenterPoint earn-out payment. From the date of acquisition through September 30, 2017, Joliet Holdings has reported earn-out payment amounts of $4.6 million related to the earn-out obligation. The Partnership will continue to evaluate this liability each quarter for any changes in the estimated fair value. Settlement Obligation In February 2016, Arc Terminals Holdings entered into a settlement agreement with its customer at the Blakeley, AL facility (the “Blakeley Customer”) pursuant to which the parties agreed to terminate the terminal services agreement entered into by the parties for the storage and throughputting of the Blakeley Customer’s sulfuric acid at the Blakeley, AL facility and to, among other things, release each party from all potential claims arising out of any non-performance of or non-compliance with the representations, warranties and covenants made thereunder. Pursuant to the settlement agreement, Arc Terminals Holdings agreed to pay to the Blakeley Customer an aggregate amount of $2.0 million in certain increments over a three-year period commencing with the first quarter of 2016, except that Arc Terminals Holdings’ payment obligations thereunder shall be reduced by $0.5 million in the event that Arc Terminals Holdings and the Blakeley Customer enter into a new terminal services agreement for the storage and throughputting of such customer’s sulfuric acid at the Blakeley, AL facility commencing no later than January 1, 2018. Neither Arc Terminals Holdings nor the Blakeley Customer has any obligation to enter into such new terminal services agreement. During the year ended December 31, 2015, the Partnership had established an accrual of $2.0 million with respect to its obligations under such settlement agreement. Through September 30, 2017, the Partnership has paid $1.4 million related to the settlement agreement. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14—Subsequent Events Cash Distributions In October 2017, the Partnership declared a quarterly cash distribution of $0.44 per unit ($1.76 per unit on an annualized basis) totaling approximately $8.6 million for all common units outstanding. The distribution is for the period from July 1, 2017 through September 30, 2017. The distribution is payable on November 15, 2017 to unitholders of record on November 8, 2017. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim statements of the Partnership have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments and disclosures necessary for a fair statement of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year or for any other period. These interim statements should be read in conjunction with the Partnership’s consolidated financial statements for the year ended December 31, 2016, which are included in the 2016 Partnership 10-K, as filed with the SEC. The year-end balance sheet data was derived from the audited financial statements, but does not include all disclosures required by GAAP. |
Revision of Financial Statements | Revision of Financial Statements During the fourth quarter of 2016, the Partnership identified errors in the determination of the fair value of the earn-out liability related to the Joliet terminal acquisition for the first, second and third quarters of 2016. Such liabilities should have been revalued at each reporting period to estimated fair value with the offset to current earnings. The Partnership evaluated the materiality of the errors from qualitative and quantitative perspectives and concluded that the errors were not material, either individually or in the aggregate, to the Partnership’s previously issued interim financial statements. The Partnership has, however, revised its interim statements for the affected periods. The following table details the impact of these revisions for the three and nine months ended September 30, 2016, on the Condensed Consolidated Statement of Operations: Quarter to date September 30, 2016 As previously reported Adjustments (a) As revised Gain (loss) on revaluation of contingent consideration $ - $ (545 ) $ (545 ) Operating income 6,353 (545 ) 5,808 Net income 6,336 (545 ) 5,791 Net income attributable to partners' capital 4,458 (326 ) 4,132 Basic and diluted earnings per unit - common $ 0.22 $ (0.02 ) $ 0.20 Basic and diluted earnings per unit - subordinated $ 0.22 $ (0.02 ) $ 0.20 Year to date September 30, 2016 As previously reported Adjustments (a) As revised Gain (loss) on revaluation of contingent consideration $ - $ 303 $ 303 Operating income 17,356 303 17,659 Net income 17,462 303 17,765 Net income attributable to partners' capital 12,029 183 12,212 Basic and diluted earnings per unit - common $ 0.58 $ 0.01 $ 0.59 Basic and diluted earnings per unit - subordinated $ 0.58 $ 0.01 $ 0.59 (a) The corresponding amounts have been revised within the statement of cash flows for the nine months ended September 30, 2016, with no net impact to operating cash flow . |
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, valuation of contingent consideration, 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. 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 nine months ended September 30, 2017 and 2016. |
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 nine months ended September 30, 2017 and 2016. |
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 inputs included assumptions related to the future performance of the Partnership and assumptions related to discount rates, long-term growth rates and control premiums. Based on the results of the first step of the quantitative impairment assessment of its goodwill as of December 31, 2016, the fair value of the Partnership’s reporting unit exceeded its carrying value by approximately 11% and management concluded that no impairment was necessary. In the event that market conditions were to remain weak for an extended period of time, the Partnership may be required to record an impairment of goodwill in the future, and such impairment could be material. A summary of the changes in the carrying amount of goodwill is as follows (in thousands): As of September 30, December 31, 2017 2016 Beginning Balance $ 39,871 $ 39,871 Goodwill acquired - - Ending Balance $ 39,871 $ 39,871 |
Deferred Rent | Deferred Rent The Portland Lease Agreement (as defined in “Note 11—Related Party Transactions—Other Transactions with Related Persons—Operating Lease Agreement” |
Contingent Consideration | Contingent Consideration The Partnership records an estimate of the fair value of contingent consideration related to the earn-out obligations to CenterPoint Properties Trust (“CenterPoint”) as a part of the Joliet terminal acquisition, within “Other Liabilities” and “Other non-current liabilities” in the accompanying consolidated balance sheets at September 30, 2017 and December 31, 2016 changes in the assumed amount and timing of the future throughput activity which affects the amount and timing of payments on the earn-out obligation |
Contingencies | Contingencies In the normal course of business, the Partnership may be subject to loss contingencies, such as legal proceedings and claims arising out of its business that cover a wide range of matters. An accrual for a loss contingency is recognized when it is probable that an asset had been impaired or a liability had been incurred and the amount of loss can be reasonably estimated. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Partnership’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. If the estimate of a probable loss is a range and no amount within the range is more likely, the Partnership will accrue the minimum amount of the range. There are many uncertainties associated with any legal proceeding and these actions or other third-party claims against the Partnership may cause the Partnership to incur costly litigation and/or substantial settlement charges. As a result, the Partnership’s business, financial condition, results of operations and cash flows could be adversely affected. The actual liability in any such matters may be materially different from the Partnership’s estimates, if any. |
Revenue Recognition | Revenue Recognition Revenues from leased tank storage and delivery services are recognized as the services are performed, evidence of a contractual arrangement exists and collectability is reasonably assured. 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 pass to the customer. |
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 condensed consolidated 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 (Levels 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). Because the Credit Facility (as defined in “Note 7 – Debt – Credit Facility” below) has a market rate of interest, its carrying amount approximated fair value (Level 2). In connection with the Partnership’s acquisition, through Joliet Holdings, a joint venture company formed with an affiliate of GE Energy Financial Services (“GE EFS”), of all of the memberships interests of Joliet Bulk, Barge & Rail LLC (“JBBR”) from CenterPoint for $216.0 million (the “JBBR Acquisition”), Joliet Holdings has an earn-out obligation to CenterPoint which was valued at the time of the JBBR Acquisition at $19.7 million. Joliet Holdings’ earn-out obligations to CenterPoint will terminate upon the payment, in the aggregate, of $27.0 million. The balance of the earn-out liability is included within “Other non-current liabilities” in the accompanying consolidated balance sheets at September 30, 2017 and December 31, 2016. Since the fair value of the contingent consideration obligation is based primarily upon unobservable inputs, it is classified as Level 3 in the fair value hierarchy. The contingent consideration obligation will be revalued at each reporting period and changes to the fair value will be recorded as a component of operating income. Increases or decreases in the fair value of the contingent consideration obligations can result from changes in the assumed throughput (contracted or uncontracted) and the long-term interest rates. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent reporting period. Accordingly, future business and economic conditions can materially impact the amount of contingent consideration expense the Partnership records in any given period. The key inputs in determining fair value of the Partnership’s contingent consideration obligations of $17.6 million and $18.0 million at September 30, 2017 and December 31, 2016, respectively, include discount rates ranging from 7.1% to 7.7% and . Balance at Balance at December 31 Revaluation Earn-out September 30, 2016 Adjustments payments 2017 Liabilities at fair value: JBBR contingent consideration $ 18,000 $ 1,465 $ (1,865 ) $ 17,600 Total liabilities at fair value $ 18,000 $ 1,465 $ (1,865 ) $ 17,600 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 9—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 units, if any, by the weighted average number of outstanding common and subordinated units, respectively, during the period. Following payment of the cash distribution for the third quarter of 2016, the requirements for the conversion of all subordinated units were satisfied under the partnership agreement. As a result, effective November 16, 2016, the 6,081,081 subordinated units, of which 5,146,264 were owned by Lightfoot, converted on a one-for-one basis into common units and thereafter participate on terms equal with all other common units in distributions of available cash. 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.” |
Segment Reporting | 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. |
Non-Controlling Interests | Non-Controlling Interests The Partnership applies the provisions of ASC 810 Consolidations |
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. In April 2015, the FASB proposed a one-year deferral of the effective date, and therefore, this guidance will be effective for the Partnership beginning in the first quarter of 2018, with early adoption optional but not before the original effective date of December 15, 2016. In May and December 2016, the FASB issued certain narrow-scope improvements and practical expedients to the guidance. The Partnership plans to adopt this guidance effective January 1, 2018 using the modified retrospective method applied to contracts that are not completed as of that date. To date, the Partnership has not identified changes to its revenue recognition policies that would result in a material adjustment to the opening balance of partnership capital on January 1, 2018; however, it is continuing to evaluate the effect, if any, adopting this guidance will have on its financial position, results of operations, cash flows and related disclosures. Adopting this guidance will result in increased disclosures related to revenue recognition policies and disaggregation of revenue. In February 2016, the FASB issued new guidance which amends various aspects of existing guidance for leases. The new guidance requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. The main difference between previous GAAP and the amended standard is the recognition of lease assets and lease liabilities by lessees on the balance sheet for those leases classified as operating leases under previous GAAP. As a result, the Partnership will have to recognize a liability representing its lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. The new guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Partnership is currently evaluating the effect this standard will have on its consolidated financial position or results of operations. In August 2016, the FASB issued new guidance which makes eight targeted changes to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The update provides specific guidance on cash flow classification issues that are not currently addressed by GAAP and thereby reduces the current diversity in practice. The standard is effective for the Partnership’s financial statements issued for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted. The Partnership does not expect this requirement to have a significant impact on its financial condition, results of operations, cash flows and related disclosures. In January 2017, the FASB issued new guidance which provides clarifications to evaluating when a set of transferred assets and activities (collectively, the "set") is a business and provides a screen to determine when a set is not a business. Under the new guidance, when substantially all of the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset, or group of similar assets, the assets acquired would not represent a business. Also, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to produce outputs. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied on a prospective basis to any transactions occurring within the period of adoption. Early adoption is permitted for interim or annual periods in which the financial statements have not been issued. The Partnership does not expect this requirement to have a significant impact on its financial condition, results of operations, cash flows and related disclosures. In January 2017, the FASB issued new guidance which eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendment, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Impact of Revision | The following table details the impact of these revisions for the three and nine months ended September 30, 2016, on the Condensed Consolidated Statement of Operations: Quarter to date September 30, 2016 As previously reported Adjustments (a) As revised Gain (loss) on revaluation of contingent consideration $ - $ (545 ) $ (545 ) Operating income 6,353 (545 ) 5,808 Net income 6,336 (545 ) 5,791 Net income attributable to partners' capital 4,458 (326 ) 4,132 Basic and diluted earnings per unit - common $ 0.22 $ (0.02 ) $ 0.20 Basic and diluted earnings per unit - subordinated $ 0.22 $ (0.02 ) $ 0.20 Year to date September 30, 2016 As previously reported Adjustments (a) As revised Gain (loss) on revaluation of contingent consideration $ - $ 303 $ 303 Operating income 17,356 303 17,659 Net income 17,462 303 17,765 Net income attributable to partners' capital 12,029 183 12,212 Basic and diluted earnings per unit - common $ 0.58 $ 0.01 $ 0.59 Basic and diluted earnings per unit - subordinated $ 0.58 $ 0.01 $ 0.59 (a) The corresponding amounts have been revised within the statement of cash flows for the nine months ended September 30, 2016, with no net impact to operating cash flow . |
Schedule of Goodwill | A summary of the changes in the carrying amount of goodwill is as follows (in thousands): As of September 30, December 31, 2017 2016 Beginning Balance $ 39,871 $ 39,871 Goodwill acquired - - Ending Balance $ 39,871 $ 39,871 |
Schedule of Reconciliation of Contingent Consideration | The following is a reconciliation of the beginning and ending amounts of the contingent consideration obligation related to the JBBR Acquisition (in thousands): Balance at Balance at December 31 Revaluation Earn-out September 30, 2016 Adjustments payments 2017 Liabilities at fair value: JBBR contingent consideration $ 18,000 $ 1,465 $ (1,865 ) $ 17,600 Total liabilities at fair value $ 18,000 $ 1,465 $ (1,865 ) $ 17,600 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Pennsylvania Terminals [Member] | |
Summary of Consideration Paid and Assets Acquired | The total purchase price of $8.0 million was preliminarily allocated to the net assets acquired as follows (in thousands): Consideration: Cash paid to seller $ 8,000 Total consideration $ 8,000 Allocation of purchase price: Inventories $ 163 Property and equipment 7,837 Net assets acquired $ 8,000 |
Investment in Unconsolidated 24
Investment in Unconsolidated Affiliate (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Investment in Unconsolidated Affiliate | “Investment in unconsolidated affiliate” consisted of the LNG Interest, and its balances as of September 30, 2017 and December 31, 2016 are represented below (in thousands): Balance at December 31, 2016 $ 75,716 Equity earnings 7,243 Contributions 6 Distributions (6,090 ) Amortization of premium (231 ) Other comprehensive income (loss) 1,156 Balance at September 30, 2017 $ 77,800 |
Schedule of Estimated Aggregate Amortization of Premium | The estimated aggregate amortization of this premium for its remaining useful life from September 30, 2017 is as follows (in thousands): Total 2017 $ 78 2018 309 2019 309 2020 309 2021 309 Thereafter 6,136 $ 7,450 |
Gulf LNG Holdings [Member] | |
Schedule of Investment in Unconsolidated Affiliate | Summarized financial information for Gulf LNG Holdings is reported below (in thousands): September 30, December 31, 2017 2016 Balance sheets Current assets $ 7,737 $ 7,474 Noncurrent assets 831,662 855,703 Total assets $ 839,399 $ 863,177 Current liabilities $ 79,893 $ 83,825 Long-term liabilities 579,506 621,802 Member’s equity 180,000 157,550 Total liabilities and member’s equity $ 839,399 $ 863,177 Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Income statements Revenues $ 46,548 $ 46,484 $ 139,593 $ 139,452 Total operating costs and expenses 13,965 14,275 42,901 42,233 Operating income 32,583 32,209 96,692 97,219 Net income $ 23,556 $ 24,340 $ 70,182 $ 72,076 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The Partnership’s property, plant and equipment consisted of (in thousands): As of September 30, December 31, 2017 2016 Land $ 78,455 $ 78,455 Buildings and site improvements 93,186 84,976 Tanks and trim 130,445 124,438 Pipelines 20,507 20,507 Machinery and equipment 123,263 121,278 Office furniture and equipment 1,291 1,152 Construction in progress 12,547 14,917 459,694 445,723 Less: Accumulated depreciation (63,496 ) (50,212 ) Property, plant and equipment, net $ 396,198 $ 395,511 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Partnership's Intangible Assets | The Partnership’s intangible assets consisted of (in thousands): Estimated As of Useful Lives September 30, December 31, in Years 2017 2016 Customer relationships 21 $ 4,785 $ 4,785 Acquired contracts 2-12 148,342 149,342 Non-compete agreements 2-3 741 741 153,868 154,868 Less: Accumulated amortization (46,728 ) (37,152 ) Intangible assets, net $ 107,140 $ 117,716 |
Partners' Capital and Distrib27
Partners' Capital and Distributions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Outstanding Common Units | The table below summarizes the changes in the number of common units outstanding at December 31, 2016 through September 30, 2017: Limited Partner Common Units Units outstanding at December 31, 2016 19,477,021 Vesting of equity-based compensation awards 68,923 Units outstanding at September 30, 2017 19,545,944 |
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): Total Quarterly Total Cash Date of Unitholders Quarter Ended Distribution Per Unit Distribution Distribution Record Date September 30, 2017 $ 0.4400 $ 8,603 November 15, 2017 November 8, 2017 June 30, 2017 $ 0.4400 $ 8,600 August 15, 2017 August 8, 2017 March 31, 2017 $ 0.4400 $ 8,588 May 15, 2017 May 8, 2017 December 31, 2016 $ 0.4400 $ 8,570 February 15, 2017 February 8, 2017 September 30, 2016 $ 0.4400 $ 8,493 November 15, 2016 November 7, 2016 |
Schedule Of Percentage Of Incentive Distribution Rights To Partnership 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 Unitholders General above $0.3875 up to $0.4456 100.0 % 0.0 % above $0.4456 up to $0.4844 85.0 % 15.0 % above $0.4844 up to $0.5813 75.0 % 25.0 % above $0.5813 50.0 % 50.0 % |
Equity Plans (Tables)
Equity Plans (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Phantom Units Granted | The following table presents phantom units granted pursuant to the 2013 Plan: Equity Awards Liability Awards Nine Months Ended Nine Months Ended September 30, 2017 September 30, 2017 Number Weighted Avg. Number Weighted Avg. of Phantom Grant Date of Phantom Grant Date Fair Value at Units Fair Value Units Fair Value 9/30/2017 Balance at December 31, 2016 804,818 $ 23.29 4,125 $ 25.46 $ 16.70 Granted 253,811 $ 14.72 10,475 $ 14.01 $ - Vested (83,629 ) $ 17.52 (500 ) $ 14.01 $ - Forfeited (30,271 ) $ 19.36 (775 ) $ 19.55 $ - Balance at September 30, 2017 944,729 $ 21.62 13,325 $ 17.23 $ 16.70 |
Earnings Per Unit (Tables)
Earnings Per Unit (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Unit | The following table sets forth the calculation of basic and diluted earnings per limited partner unit for the periods indicated (in thousands, except per unit data): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Net Income attributable to partners' capital $ 144 $ 4,132 $ 5,835 $ 12,212 Less: Distribution equivalent rights for unissued units 216 257 638 791 Net income (loss) available to limited partners $ (72 ) $ 3,875 $ 5,197 $ 11,421 Numerator for basic and diluted earnings per limited partner unit: Allocation of net income among limited partner interests: Net income (loss) allocated to common unitholders $ (72 ) $ 2,655 $ 5,197 $ 7,824 Net income (loss) allocated to subordinated unitholders $ - $ 1,220 $ - $ 3,597 Net income (loss) allocated to limited partners: $ (72 ) $ 3,875 $ 5,197 $ 11,421 Denominator for basic and diluted earnings per limited partner unit: Common units - (basic and diluted) 19,541 13,209 19,516 13,189 Subordinated units - (basic and diluted) - 6,081 - 6,081 Earnings (loss) per limited partner unit: Common - (basic and diluted) $ 0.00 $ 0.20 $ 0.27 $ 0.59 Subordinated - (basic and diluted) $ - $ 0.20 $ - $ 0.59 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The total revenues associated with the storage and throughput agreements for Center Oil, UET and Gulf Coast Asphalt Company (“GCAC”) reflected in the “Revenues – Related parties” line on the accompanying unaudited condensed consolidated statements of operations and comprehensive income are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Center Oil $ 1,431 $ 1,447 $ 4,382 $ 4,378 UET (a) N/A 1,837 N/A 5,118 GCAC (a) N/A 455 N/A 1,351 Total $ 1,431 $ 3,739 $ 4,382 $ 10,847 (a) GCAC and UET are no longer considered related parties of the Partnership The total receivables associated with the storage and throughput agreements for Center Oil, UET and GCAC reflected in the “Due from related parties” line on the accompanying unaudited condensed consolidated balance sheets are as follows (in thousands): As of September 30, December 31, 2017 2016 Center Oil $ 480 $ 676 UET (a) N/A 645 GCAC (a) N/A N/A Total $ 480 $ 1,321 (a) GCAC and UET are no longer considered related parties of the Partnership |
Major Customers (Tables)
Major Customers (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 Revenues Three Months Ended Nine Months Ended % of Receivables September 30, September 30, September 30, December 31, 2017 2016 2017 2016 2017 2016 Customer A 34 % 33 % 34 % 33 % 27 % 32 % Customer B 11 % 11 % 11 % 12 % 16 % 11 % Total 45 % 44 % 45 % 45 % 43 % 43 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 September 30, 2017 are presented below (in thousands): Payments Due by Period Total 2017 2018 2019 2020 2021 Thereafter Long-term debt obligations $ 256,000 $ - $ 256,000 $ - $ - $ - $ - Operating lease obligations 12,702 1,622 6,414 4,665 1 - - Earn-out obligations 22,391 416 2,281 2,281 2,281 2,281 12,851 Settlement obligations 625 125 500 - - - - Total $ 291,718 $ 2,163 $ 265,195 $ 6,946 $ 2,282 $ 2,281 $ 12,851 |
Organization and Presentation -
Organization and Presentation - Additional Information (Detail) $ / shares in Units, bbl in Millions | Aug. 29, 2017USD ($)$ / shares | Nov. 30, 2013USD ($)$ / sharesshares | Sep. 30, 2017Bcf / dTerminalStateFacilitybbl / dsharesbblm³ | Dec. 31, 2016shares |
Organization [Line Items] | ||||
Number of terminals | Terminal | 21 | |||
Number of states terminal located | State | 12 | |||
Number of barrels of storage capacity | bbl | 7.8 | |||
Number of rail transloading facilities | Facility | 4 | |||
Rail transloading facility throughput capacity | bbl / d | 126,000 | |||
Limited partners' units outstanding | shares | 19,545,944 | 19,477,021 | ||
Merger Agreement [Member] | ||||
Organization [Line Items] | ||||
Termination fees | $ | $ 24,616,491 | |||
Alternative acquisition period | 12 months | |||
Lightfoot Capital Partners LP And Lightfoot Capital Partners GPLLC [Member] | ||||
Organization [Line Items] | ||||
Limited partners' units outstanding | shares | 5,242,775 | |||
Lightfoot Capital Partners GP LLC [Member] | Merger Agreement [Member] | ||||
Organization [Line Items] | ||||
Right to receive cash for conversion for common unit | $ / shares | $ 16.50 | |||
Right To receive cash for sponsor unit in conversion | $ / shares | $ 14.50 | |||
Cash payable in equity transfer | $ | $ 94,500,000 | |||
MLP Entities [Member] | Merger Agreement [Member] | ||||
Organization [Line Items] | ||||
Termination fees | $ | $ 11,487,696 | |||
General Partner [Member] | Merger Agreement [Member] | ||||
Organization [Line Items] | ||||
Percentage of equity interest transfer | 100.00% | |||
Initial Public Offering [Member] | Limited Partners [Member] | ||||
Organization [Line Items] | ||||
Common units issued in initial public offering | shares | 6,786,869 | |||
Common units issued, per unit | $ / shares | $ 19 | |||
Initial Public Offering [Member] | Revolving Credit Facility [Member] | ||||
Organization [Line Items] | ||||
Amended and restated credit facility | $ | $ 40,000,000 | |||
Underwriters' Over-allotment Option [Member] | Limited Partners [Member] | ||||
Organization [Line Items] | ||||
Common units issued in initial public offering | shares | 786,869 | |||
Gulf LNG Holdings [Member] | ||||
Organization [Line Items] | ||||
Limited partners capital units percentage | 10.30% | |||
Gulf LNG Holdings [Member] | Lightfoot Capital Partners LP [Member] | Merger Agreement [Member] | ||||
Organization [Line Items] | ||||
Interest percentage purchased by holdings | 5.51646% | |||
Additional interest percentage purchased by holdings | 4.16154% | |||
Gulf LNG Holdings Group, LLC Acquisition [Member] | ||||
Organization [Line Items] | ||||
Liquefied natural gas storage capacity | m³ | 320,000 | |||
Liquefied natural gas sendout capacity | Bcf / d | 1.5 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Impact of Revision (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||
Gain (loss) on revaluation of contingent consideration | $ (534) | $ (545) | $ (1,465) | $ 303 | |
Operating income | 3,371 | 5,808 | 12,478 | 17,659 | |
Net income | 1,191 | 5,791 | 9,555 | 17,765 | |
Net income attributable to partners' capital | $ 144 | 4,132 | $ 5,835 | 12,212 | |
As Previously Reported [Member] | |||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||
Operating income | 6,353 | 17,356 | |||
Net income | 6,336 | 17,462 | |||
Net income attributable to partners' capital | 4,458 | 12,029 | |||
Adjustments [Member] | |||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||
Gain (loss) on revaluation of contingent consideration | [1] | (545) | 303 | ||
Operating income | [1] | (545) | 303 | ||
Net income | [1] | (545) | 303 | ||
Net income attributable to partners' capital | [1] | $ (326) | $ 183 | ||
Common Units [Member] | |||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||
Earnings per limited partner unit, basic and diluted | $ 0 | $ 0.20 | $ 0.27 | $ 0.59 | |
Common Units [Member] | As Previously Reported [Member] | |||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||
Earnings per limited partner unit, basic and diluted | 0.22 | 0.58 | |||
Common Units [Member] | Adjustments [Member] | |||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||
Earnings per limited partner unit, basic and diluted | [1] | (0.02) | 0.01 | ||
Subordinated Units [Member] | |||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||
Earnings per limited partner unit, basic and diluted | 0.20 | 0.59 | |||
Subordinated Units [Member] | As Previously Reported [Member] | |||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||
Earnings per limited partner unit, basic and diluted | 0.22 | 0.58 | |||
Subordinated Units [Member] | Adjustments [Member] | |||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||
Earnings per limited partner unit, basic and diluted | [1] | $ (0.02) | $ 0.01 | ||
[1] | The corresponding amounts have been revised within the statement of cash flows for the nine months ended September 30, 2016, with no net impact to operating cash flow. |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Additional Information (Detail) | Nov. 16, 2016shares | May 31, 2015USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Segment | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) |
Schedule Of Accounting Policies [Line Items] | ||||||||
Impairment charges | $ 0 | $ 0 | ||||||
Percentage of reporting unit fair value in excess of carrying value | 11.00% | |||||||
Reported earn-out payments | $ 2,153,000 | 1,028,000 | ||||||
Number of reportable segment | Segment | 1 | |||||||
Distributions to noncontrolling interest holders | $ 7,200,000 | 8,000,000 | ||||||
Equity contribution from non-controlling interests | $ 1,575,000 | 0 | ||||||
Subordinated Units [Member] | ||||||||
Schedule Of Accounting Policies [Line Items] | ||||||||
Conversion of subordinated units to common units | shares | 6,081,081 | |||||||
Description of subordinated units conversion | As a result, effective November 16, 2016, the 6,081,081 subordinated units, of which 5,146,264 were owned by Lightfoot, converted on a one-for-one basis into common units and thereafter participate on terms equal with all other common units in distributions of available cash. | |||||||
Partners Capital Account Units Converted Ratio | 100.00% | |||||||
Subordinated Units [Member] | Lightfoot Capital Partners LP And Lightfoot Capital Partners GPLLC [Member] | ||||||||
Schedule Of Accounting Policies [Line Items] | ||||||||
Conversion of subordinated units to common units | shares | 5,146,264 | |||||||
Joliet Terminal Acquisition [Member] | Earn Out Obligation [Member] | ||||||||
Schedule Of Accounting Policies [Line Items] | ||||||||
Fair value of contingent consideration obligation | $ 17,600,000 | $ 17,600,000 | $ 17,600,000 | $ 18,000,000 | ||||
Joliet Terminal Acquisition [Member] | Minimum [Member] | Earn Out Obligation [Member] | ||||||||
Schedule Of Accounting Policies [Line Items] | ||||||||
Discount rates | 7.10% | |||||||
Joliet Terminal Acquisition [Member] | Maximum [Member] | Earn Out Obligation [Member] | ||||||||
Schedule Of Accounting Policies [Line Items] | ||||||||
Discount rates | 7.70% | |||||||
JBBR Acquisition [Member] | ||||||||
Schedule Of Accounting Policies [Line Items] | ||||||||
Fair value of contingent consideration obligation | $ 19,700,000 | 17,600,000 | $ 17,600,000 | 17,600,000 | 18,000,000 | |||
Cash paid to seller | 216,000,000 | |||||||
Initial valuation | 19,700,000 | |||||||
Earn-out payments | $ 27,000,000 | 27,000,000 | 27,000,000 | 27,000,000 | ||||
Non-cash loss (gain) on the revaluation of the earn-out liability | 500,000 | $ 500,000 | 1,465,000 | (300,000) | ||||
Earn-out payments | 600,000 | $ 300,000 | 1,865,000 | $ 1,000,000 | ||||
Reported earn-out payments | 4,600,000 | |||||||
JBBR Acquisition [Member] | Revenue Estimates [Member] | ||||||||
Schedule Of Accounting Policies [Line Items] | ||||||||
Fair value of contingent consideration obligation | $ 17,600,000 | $ 17,600,000 | $ 17,600,000 | $ 18,000,000 | ||||
JBBR Acquisition [Member] | Minimum [Member] | Revenue Estimates [Member] | ||||||||
Schedule Of Accounting Policies [Line Items] | ||||||||
Discount rates | 7.10% | |||||||
JBBR Acquisition [Member] | Maximum [Member] | Revenue Estimates [Member] | ||||||||
Schedule Of Accounting Policies [Line Items] | ||||||||
Discount rates | 7.70% |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Schedule of Goodwill (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 39,871 | $ 39,871 |
Goodwill acquired | 0 | 0 |
Ending Balance | $ 39,871 | $ 39,871 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Summary of Reconciliation of Contingent Consideration (Detail) - JBBR Acquisition [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule Of Reconciliation Of Contingent Consideration [Line Items] | ||||
Beginning balance | $ 18,000 | |||
Revaluation Adjustments | $ 500 | $ 500 | 1,465 | $ (300) |
Earn-out payments | (600) | $ (300) | (1,865) | $ (1,000) |
Ending balance | $ 17,600 | $ 17,600 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - Pennsylvania Terminals [Member] $ in Thousands | 1 Months Ended |
Jan. 31, 2016USD ($)Terminal | |
Business Acquisition [Line Items] | |
Number of terminals acquired | Terminal | 4 |
Cash paid to seller | $ 8,000 |
Initial term of take or pay terminal services | 2 years |
Identifiable assets acquired, fair value | $ 8,000 |
Transaction costs | 600 |
Total purchase price | $ 8,000 |
Acquisitions - Summary of Consi
Acquisitions - Summary of Consideration Paid and Assets Acquired (Detail) - Pennsylvania Terminals [Member] $ in Thousands | 1 Months Ended |
Jan. 31, 2016USD ($) | |
Consideration: | |
Cash paid to seller | $ 8,000 |
Total consideration | 8,000 |
Allocation of purchase price: | |
Inventories | 163 |
Property and equipment | 7,837 |
Net assets acquired | $ 8,000 |
Investment in Unconsolidated 40
Investment in Unconsolidated Affiliate - Schedule of Investments in Unconsolidated Affiliate (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Investments In And Advances To Affiliates Schedule Of Investments [Abstract] | ||||
Beginning balance | $ 75,716 | |||
Equity earnings | $ 2,431 | $ 2,512 | 7,243 | $ 7,439 |
Contributions | 6 | 0 | ||
Distributions | (6,090) | |||
Amortization of premium | (231) | |||
Other comprehensive (loss) income | 475 | $ 831 | 1,156 | $ (84) |
Ending balance | $ 77,800 | $ 77,800 |
Investment in Unconsolidated 41
Investment in Unconsolidated Affiliate - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Nov. 30, 2013 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule Of Equity Method Investments [Line Items] | |||
Purchase of LNG Interest from an affiliate | $ 6 | $ 0 | |
Gulf LNG Holdings Group, LLC Acquisition [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Purchase of LNG Interest from an affiliate | $ 72,700 | ||
Carrying value of LNG Interest | 64,100 | ||
Purchase price excess amount paid over the carrying value | $ 8,600 | ||
Long lived assets useful life | 28 years |
Investment in Unconsolidated 42
Investment in Unconsolidated Affiliate - Schedule of Estimated Aggregate Amortization of Premium (Detail) - Gulf LNG Holdings Group, LLC Acquisition [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Schedule Of Equity Method Investments [Line Items] | |
Estimated future amortization expense, 2017 | $ 78 |
Estimated future amortization expense, 2018 | 309 |
Estimated future amortization expense, 2019 | 309 |
Estimated future amortization expense, 2020 | 309 |
Estimated future amortization expense, 2021 | 309 |
Estimated future amortization expense, Thereafter | 6,136 |
Total future amortization expense | $ 7,450 |
Investment in Unconsolidated 43
Investment in Unconsolidated Affiliate - Summarized Financial Information for the Gulf LNG Holdings (Detail) - Gulf LNG Holdings Group, LLC Acquisition [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Balance sheets | |||||
Current assets | $ 7,737 | $ 7,737 | $ 7,474 | ||
Noncurrent assets | 831,662 | 831,662 | 855,703 | ||
Total assets | 839,399 | 839,399 | 863,177 | ||
Current liabilities | 79,893 | 79,893 | 83,825 | ||
Long-term liabilities | 579,506 | 579,506 | 621,802 | ||
Member’s equity | 180,000 | 180,000 | 157,550 | ||
Total liabilities and member’s equity | 839,399 | 839,399 | $ 863,177 | ||
Income statements | |||||
Revenues | 46,548 | $ 46,484 | 139,593 | $ 139,452 | |
Total operating costs and expenses | 13,965 | 14,275 | 42,901 | 42,233 | |
Operating income | 32,583 | 32,209 | 96,692 | 97,219 | |
Net income | $ 23,556 | $ 24,340 | $ 70,182 | $ 72,076 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 459,694 | $ 445,723 |
Less: Accumulated depreciation | (63,496) | (50,212) |
Property, plant and equipment, net | 396,198 | 395,511 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 78,455 | 78,455 |
Buildings and Site Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 93,186 | 84,976 |
Tanks and Trim [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 130,445 | 124,438 |
Pipelines [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 20,507 | 20,507 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 123,263 | 121,278 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,291 | 1,152 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 12,547 | $ 14,917 |
Property, Plant and Equipment45
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property Plant And Equipment [Abstract] | |||
Gain (Loss) on disposal of property and equipment | $ (1,484) | $ (1,484) | $ 0 |
Intangible Assets - Summary of
Intangible Assets - Summary of Partnership's Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 153,868 | $ 154,868 |
Less: Accumulated amortization | (46,728) | (37,152) |
Intangible assets, net | $ 107,140 | 117,716 |
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 | $ 148,342 | 149,342 |
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 | 12 years | |
Non-compete Agreements [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 741 | $ 741 |
Non-compete Agreements [Member] | Minimum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets estimated useful life | 2 years | |
Non-compete Agreements [Member] | Maximum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets estimated useful life | 3 years |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) $ in Millions | Sep. 30, 2017USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
Estimated future amortization expense, remainder of 2017 | $ 3.5 |
Estimated future amortization expense, 2018 | 12.8 |
Estimated future amortization expense, 2019 | 12.2 |
Estimated future amortization expense, 2020 | 12.2 |
Estimated future amortization expense, 2021 | 12.2 |
Estimated future amortization expense, thereafter | $ 54.3 |
Debt - Additional Information (
Debt - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | |||||
Jul. 31, 2015USD ($) | Nov. 30, 2013USD ($) | Sep. 30, 2017USD ($) | May 31, 2017 | Dec. 31, 2016USD ($) | Jun. 30, 2016 | May 31, 2015USD ($) | |
Line Of Credit Facility [Line Items] | |||||||
Credit facility | $ 256,000,000 | $ 249,000,000 | |||||
Sublimit for issuance of swing line loans | $ 5,000,000 | ||||||
Percentage of increase in interest rate on default exists | 2.00% | ||||||
Joliet Holding [Member] | GE Energy Financial Services [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Business combination, equity interest in acquire percentage | 40.00% | ||||||
Arc Terminals Holdings [Member] | Pawnee Terminal Acquisition [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Business combination consideration transferred net of adjustment | $ 76,600,000 | ||||||
Credit Facility [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Credit Facility, maturity date | Nov. 30, 2018 | ||||||
Line of Credit Facility, amount | $ 300,000,000 | $ 175,000,000 | $ 300,000,000 | $ 275,000,000 | |||
Credit facility | $ 256,000,000 | ||||||
Line of Credit Facility, interest rate | 4.25% | ||||||
Available capacity under the credit facility | $ 25,000,000 | ||||||
Amount of commitments under credit facility | 100,000,000 | ||||||
Maximum leverage ratio to be maintained as per credit facility | 4.50 | 4.50 | |||||
Minimum interest coverage ratio | 2.50 | ||||||
Maximum secured leverage ratio | 3.50 | ||||||
Credit Facility [Member] | Senior Notes [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Future issuance of debt | $ 200,000,000 | ||||||
Credit Facility [Member] | Minimum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Commitment fee percentage on unused portion of facility | 0.375% | ||||||
Credit Facility [Member] | Maximum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Commitment fee percentage on unused portion of facility | 0.50% | ||||||
Increase in Partnership leverage ratio | 5 | 5 | 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 | 2.25% | ||||||
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 | 3.25% | ||||||
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 | $ 20,000,000 | $ 20,000,000 |
Partners' Capital and Distrib49
Partners' Capital and Distributions - Additional Information (Detail) - $ / shares | Nov. 16, 2016 | Sep. 30, 2017 | Dec. 31, 2016 |
Limited Partners Capital Account [Line Items] | |||
Limited partners' units outstanding | 19,545,944 | 19,477,021 | |
Cash distribution after period end of each quarter | 60 days | ||
Merger Agreement [Member] | Maximum [Member] | |||
Limited Partners Capital Account [Line Items] | |||
Cash distribution received, per unit | $ 0.44 | ||
Annualized Basis [Member] | |||
Limited Partners Capital Account [Line Items] | |||
Cash distribution received, per unit | $ 1.55 | ||
Lightfoot Capital Partners LP And Lightfoot Capital Partners GPLLC [Member] | |||
Limited Partners Capital Account [Line Items] | |||
Limited partners' units outstanding | 5,242,775 | ||
Common Units [Member] | |||
Limited Partners Capital Account [Line Items] | |||
Limited partners' units outstanding | 19,545,944 | ||
Cash distribution received, per unit | $ 0.3875 | ||
Common Units [Member] | Lightfoot Capital Partners LP And Lightfoot Capital Partners GPLLC [Member] | |||
Limited Partners Capital Account [Line Items] | |||
Limited partners' units outstanding | 5,242,775 | ||
Subordinated Units [Member] | |||
Limited Partners Capital Account [Line Items] | |||
Conversion of subordinated units to common units | 6,081,081 | ||
Description of subordinated units conversion | As a result, effective November 16, 2016, the 6,081,081 subordinated units, of which 5,146,264 were owned by Lightfoot, converted on a one-for-one basis into common units and thereafter participate on terms equal with all other common units in distributions of available cash. | ||
Cash distribution received, per unit | $ 0.3875 | ||
Subordinated Units [Member] | Lightfoot Capital Partners LP And Lightfoot Capital Partners GPLLC [Member] | |||
Limited Partners Capital Account [Line Items] | |||
Conversion of subordinated units to common units | 5,146,264 | ||
All Unitholders [Member] | |||
Limited Partners Capital Account [Line Items] | |||
Cash distribution received, per unit | $ 0.4456 |
Partners' Capital - Schedule of
Partners' Capital - Schedule of Outstanding Common Units (Detail) | 9 Months Ended |
Sep. 30, 2017shares | |
Equity [Abstract] | |
Units outstanding, beginning balance | 19,477,021 |
Vesting of equity-based compensation awards | 68,923 |
Units outstanding, ending balance | 19,545,944 |
Partners' Capital and Distrib51
Partners' Capital and Distributions - Schedule of the Quarterly Distributions Related to the Partnership's Quarterly Financial Results (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | |
Distributions Made To Members Or Limited Partners [Abstract] | |||||
Total Quarterly Distribution Per Unit | $ 0.4400 | $ 0.4400 | $ 0.4400 | $ 0.4400 | $ 0.4400 |
Total Cash Distribution | $ 8,603 | $ 8,600 | $ 8,588 | $ 8,570 | $ 8,493 |
Date of Distribution | Nov. 15, 2017 | Aug. 15, 2017 | May 15, 2017 | Feb. 15, 2017 | Nov. 15, 2016 |
Unitholders Record Date | Nov. 8, 2017 | Aug. 8, 2017 | May 8, 2017 | Feb. 8, 2017 | Nov. 7, 2016 |
Partners' Capital and Distrib52
Partners' Capital and Distributions - Percentage of Incentive Distribution Rights to Partnership's Unitholders and General Partner (Detail) | 9 Months Ended |
Sep. 30, 2017 | |
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 Partners [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 Partners [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 Partners [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 $0.5813 [Member] | General Partners [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal Percentage Interest in Distributions | 50.00% |
Partners' Capital and Distrib53
Partners' Capital and Distributions - Percentage of Incentive Distribution Rights to Partnership's Unitholders and General Partner (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 2017$ / shares | |
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 | $ 0.3875 |
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 | 0.4456 |
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 | 0.4844 |
Minimum [Member] | Above $0.5813 [Member] | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Cash distribution paid, per unit | 0.5813 |
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 | 0.4456 |
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 | 0.4844 |
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 | $ 0.5813 |
Equity Plans - Additional Infor
Equity Plans - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | 31 Months Ended | 39 Months Ended | |||||
Jul. 31, 2014USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Mar. 31, 2015USD ($)shares | Sep. 30, 2017USD ($)Installment$ / sharesshares | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Nov. 30, 2013shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Unit-based compensation | $ 200 | $ 600 | ||||||||||
Unrecognized unit-based compensation expense | $ 10,600 | $ 10,600 | $ 10,600 | $ 10,600 | $ 10,600 | |||||||
Vesting of equity grants | shares | 68,923 | |||||||||||
Payments to phantom unit holders | $ 529 | |||||||||||
Phantom Units | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares granted under the plan | shares | 939,500 | |||||||||||
Vesting period | 2 years | |||||||||||
Number of equal annual installments for award vesting | Installment | 2 | |||||||||||
Phantom Units | Vest on Date of Grant | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting of equity grants | shares | 666 | |||||||||||
Phantom Units | Two Year Equal Annual Installments Vesting | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting of equity grants | shares | 1,334 | |||||||||||
Phantom Units | Directors Grant | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period | 3 years | |||||||||||
Employee equity grants vested percentage | 100.00% | |||||||||||
Phantom Units | Maximum [Member] | Directors Grant | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Unit-based compensation | 100 | $ 400 | ||||||||||
Phantom Units Which Will Be Settled In Cash | Maximum [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares granted under the plan | shares | 1,000 | |||||||||||
Employee Equity Grants | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Unit-based compensation | 200 | 800 | $ 500 | 2,300 | ||||||||
Employee equity grants vested percentage | 25.00% | |||||||||||
Employee Liability Grants | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Employee equity grants vested percentage | 25.00% | |||||||||||
2015 Equity Grants | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Aggregate grant date fair value | $ 900 | |||||||||||
Vesting period | 3 years | |||||||||||
Unit-based compensation | 100 | 100 | $ 200 | 200 | ||||||||
Employee equity grants vested percentage | 66.66% | |||||||||||
Unrecognized unit-based compensation expense | 100 | 100 | $ 100 | $ 100 | $ 100 | |||||||
2015 Performance Grants | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Aggregate grant date fair value | $ 1,000 | |||||||||||
Unit-based compensation | 100 | 200 | ||||||||||
Employee equity grants vested percentage | 25.00% | |||||||||||
Unrecognized unit-based compensation expense | 600 | 600 | $ 600 | 600 | 600 | |||||||
2015 Performance Grants | Maximum [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Unit-based compensation | 100 | $ 100 | ||||||||||
2016 Equity Grants | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Aggregate grant date fair value | $ 1,100 | |||||||||||
Vesting period | 3 years | |||||||||||
Unit-based compensation | 100 | 100 | $ 300 | 200 | ||||||||
Employee equity grants vested percentage | 33.33% | |||||||||||
Unrecognized unit-based compensation expense | 600 | $ 600 | 600 | 600 | 600 | |||||||
Number of equal annual installments for award vesting | Installment | 3 | |||||||||||
2017 Equity Grants | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Aggregate grant date fair value | $ 3,400 | |||||||||||
Unit-based compensation | 200 | 600 | ||||||||||
Unrecognized unit-based compensation expense | 2,700 | $ 2,700 | 2,700 | 2,700 | 2,700 | |||||||
Number of equal annual installments for award vesting | Installment | 3 | |||||||||||
Vesting of equity grants | shares | 2,000 | |||||||||||
Vesting period | 3 years | |||||||||||
2017 Equity Grants | Three Year Equal Annual Installments Vesting | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting of equity grants | shares | 209,111 | |||||||||||
2017 Equity Grants | Immediate Vesting | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting of equity grants | shares | 16,450 | |||||||||||
2017 Performance Grant | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Aggregate grant date fair value | $ 400 | |||||||||||
Unrecognized unit-based compensation expense | 300 | $ 300 | 300 | 300 | 300 | |||||||
Number of equal quarter installments for award vesting | Installment | 3 | |||||||||||
2017 Performance Grant | Tranche One | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Employee equity grants vested percentage | 33.33% | |||||||||||
Cash distribution received, per unit | $ / shares | $ 0.4457 | |||||||||||
2017 Performance Grant | Tranche Two | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Employee equity grants vested percentage | 33.33% | |||||||||||
Cash distribution received, per unit | $ / shares | $ 0.4845 | |||||||||||
2017 Performance Grant | Tranche Three | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Employee equity grants vested percentage | 33.33% | |||||||||||
Cash distribution received, per unit | $ / shares | $ 0.5814 | |||||||||||
2017 Performance Grant | Maximum [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Unit-based compensation | 100 | $ 100 | ||||||||||
2017 Employee Liability Grants | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Aggregate grant date fair value | 100 | |||||||||||
Unrecognized unit-based compensation expense | 100 | $ 100 | 100 | 100 | 100 | |||||||
Vesting period | 3 years | |||||||||||
Number of equal annual installments for award vesting | Installment | 3 | |||||||||||
2017 Employee Liability Grants | Maximum [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Unit-based compensation | 100 | $ 100 | ||||||||||
2013 Long-Term Incentive Plan | Selling, general and administrative | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Unit-based compensation | 500 | 1,200 | 1,900 | 3,600 | ||||||||
2013 Long-Term Incentive Plan | Maximum [Member] | Other Non-current Liabilities [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Unit-based compensation, liabilities | 100 | 100 | 100 | 100 | 100 | |||||||
2013 Long-Term Incentive Plan | Phantom Units | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Payments to phantom unit holders | 400 | 500 | 1,200 | 1,400 | ||||||||
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 | shares | 100,000 | |||||||||||
Aggregate grant date fair value | $ 2,500 | |||||||||||
2013 Long-Term Incentive Plan | Phantom Units Which Will Be Settled In Cash | Maximum [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares granted under the plan | shares | 1,000 | |||||||||||
2013 Long-Term Incentive Plan | Employee Equity Grants | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Aggregate grant date fair value | $ 21,200 | |||||||||||
Number of shares granted under the plan | shares | 832,000 | |||||||||||
2013 Long-Term Incentive Plan | Employee Equity Grants | Tranche One | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Employee equity grants vested percentage | 25.00% | |||||||||||
2013 Long-Term Incentive Plan | Employee Equity Grants | Tranche Two | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Employee equity grants vested percentage | 25.00% | |||||||||||
Cash distribution received, per unit | $ / shares | $ 0.4457 | |||||||||||
2013 Long-Term Incentive Plan | Employee Equity Grants | Tranche Three | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Employee equity grants vested percentage | 25.00% | |||||||||||
Cash distribution received, per unit | $ / shares | $ 0.4845 | |||||||||||
2013 Long-Term Incentive Plan | Employee Equity Grants | Tranche Four | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Employee equity grants vested percentage | 25.00% | |||||||||||
Cash distribution received, per unit | $ / shares | $ 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 | shares | 7,500 | |||||||||||
Aggregate grant date fair value | $ 200 | |||||||||||
2013 Long-Term Incentive Plan | Employee Liability Grants | Maximum [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Unit-based compensation | 100 | 100 | 100 | 100 | ||||||||
Unrecognized unit-based compensation expense | 100 | $ 100 | $ 100 | $ 100 | $ 100 | |||||||
2013 Long-Term Incentive Plan | 2015 Equity Grants | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares granted under the plan | shares | 45,668 | |||||||||||
2013 Long-Term Incentive Plan | 2015 Performance Grants | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares granted under the plan | shares | 57,100 | |||||||||||
2013 Long-Term Incentive Plan | 2016 Equity Grants | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares granted under the plan | shares | 94,000 | |||||||||||
2013 Long-Term Incentive Plan | 2017 Equity Grants | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares granted under the plan | shares | 227,561 | |||||||||||
2013 Long-Term Incentive Plan | 2017 Performance Grant | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares granted under the plan | shares | 26,250 | |||||||||||
2013 Long-Term Incentive Plan | 2017 Employee Liability Grants | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares granted under the plan | shares | 10,475 | |||||||||||
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 | 200 | 300 | $ 600 | 800 | ||||||||
2013 Long-Term Incentive Plan | Employee Equity Grants And Consultants | Selling, general and administrative | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Unit-based compensation | $ 200 | $ 200 | $ 600 | $ 600 | ||||||||
Common Units [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Maximum number of shares authorized | shares | 2,000,000 |
Equity Plans - Summary of Phant
Equity Plans - Summary of Phantom Units Granted (Detail) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Phantom Units, Vested | shares | (68,923) |
Phantom Share Units PSUs Equity Award [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Phantom Units, Beginning Balance | shares | 804,818 |
Number of Phantom Units, Granted | shares | 253,811 |
Number of Phantom Units, Vested | shares | (83,629) |
Number of Phantom Units, Forfeited | shares | (30,271) |
Number of Phantom Units, Ending Balance | shares | 944,729 |
Weighted Avg. Grant Date Fair Value, Beginning Balance | $ 23.29 |
Weighted Avg. Grant Date Fair Value, Granted | 14.72 |
Weighted Avg. Grant Date Fair Value, Vested | 17.52 |
Weighted Avg. Grant Date Fair Value, Forfeited | 19.36 |
Weighted Avg. Grant Date Fair Value, Ending Balance | $ 21.62 |
Phantom Share Units PSUs Liability Award [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Phantom Units, Beginning Balance | shares | 4,125 |
Number of Phantom Units, Granted | shares | 10,475 |
Number of Phantom Units, Vested | shares | (500) |
Number of Phantom Units, Forfeited | shares | (775) |
Number of Phantom Units, Ending Balance | shares | 13,325 |
Weighted Avg. Grant Date Fair Value, Beginning Balance | $ 25.46 |
Weighted Avg. Grant Date Fair Value, Granted | 14.01 |
Weighted Avg. Grant Date Fair Value, Vested | 14.01 |
Weighted Avg. Grant Date Fair Value, Forfeited | 19.55 |
Weighted Avg. Grant Date Fair Value, Ending Balance | 17.23 |
Fair Value, Beginning Balance | 16.70 |
Fair Value, Ending Balance | $ 16.70 |
Earnings Per Unit - Additional
Earnings Per Unit - Additional Information (Detail) - shares | Nov. 16, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Phantom Units | |||||
Earnings Per Share Basic And Diluted [Line Items] | |||||
Number of phantom units included in the calculation of diluted earnings per share | 0 | 0 | 0 | 0 | |
Subordinated Units [Member] | |||||
Earnings Per Share Basic And Diluted [Line Items] | |||||
Conversion of subordinated units to common units | 6,081,081 | ||||
Description of subordinated units conversion | As a result, effective November 16, 2016, the 6,081,081 subordinated units, of which 5,146,264 were owned by Lightfoot, converted on a one-for-one basis into common units and thereafter participate on terms equal with all other common units in distributions of available cash. | ||||
Subordinated Units [Member] | Lightfoot Capital Partners LP And Lightfoot Capital Partners GPLLC [Member] | |||||
Earnings Per Share Basic And Diluted [Line Items] | |||||
Conversion of subordinated units to common units | 5,146,264 |
Earnings Per Unit - Schedule of
Earnings Per Unit - Schedule of Earnings Per Unit (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share Basic And Diluted [Line Items] | ||||
Net income attributable to partners' capital | $ 144 | $ 4,132 | $ 5,835 | $ 12,212 |
Less: Distribution equivalent rights for unissued units | 216 | 257 | 638 | 791 |
Net income (loss) available to limited partners | (72) | 3,875 | 5,197 | 11,421 |
Numerator for basic and diluted earnings per limited partner unit: | ||||
Net income (Loss) allocated to limited partners | (72) | 3,875 | 5,197 | 11,421 |
Common Units [Member] | ||||
Numerator for basic and diluted earnings per limited partner unit: | ||||
Net income (Loss) allocated to limited partners | $ (72) | $ 2,655 | $ 5,197 | $ 7,824 |
Denominator for basic and diluted earnings per limited partner unit: | ||||
Total basic units outstanding | 19,541 | 13,209 | 19,516 | 13,189 |
Earnings (loss) per limited partner unit: | ||||
Earnings per limited partner unit, basic and diluted | $ 0 | $ 0.20 | $ 0.27 | $ 0.59 |
Subordinated Units [Member] | ||||
Numerator for basic and diluted earnings per limited partner unit: | ||||
Net income (Loss) allocated to limited partners | $ 1,220 | $ 3,597 | ||
Denominator for basic and diluted earnings per limited partner unit: | ||||
Total basic units outstanding | 6,081 | 6,081 | ||
Earnings (loss) per limited partner unit: | ||||
Earnings per limited partner unit, basic and diluted | $ 0.20 | $ 0.59 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ / shares in Units, $ in Thousands | Feb. 19, 2015USD ($)$ / sharesshares | May 31, 2013 | May 31, 2011 | Feb. 28, 2010 | Mar. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Terminalshares | Sep. 30, 2016USD ($) | Dec. 31, 2007USD ($) | Dec. 31, 2016USD ($) |
Related Party Transaction [Line Items] | |||||||||||||
Selling, general and administrative expenses-affiliate | $ 1,368 | $ 1,342 | $ 3,941 | $ 3,965 | |||||||||
Due to general partner | $ 2,762 | 2,762 | $ 2,082 | ||||||||||
JBBR Acquisition [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Cash paid for Partnership acquired | $ 216,000 | ||||||||||||
Business combination, equity interest in acquire percentage | 60.00% | 60.00% | |||||||||||
Center Oil [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Cash paid for Partnership acquired | $ 35,000 | ||||||||||||
Number of terminals acquired | Terminal | 7 | ||||||||||||
Center Oil [Member] | Limited Partners [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Partnership units issued on acquisition | shares | 750,000 | ||||||||||||
Written notification for termination of agreement | In December 2015, the Partnership extended the term of the storage and throughput agreement with Center Oil from to June 2020. 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 | 2020-06 | ||||||||||||
Agreement renewal term | 1 year | 3 years | |||||||||||
Valuation percentage of assets at the time of acquisition | 50.00% | ||||||||||||
Agreements extended month and year | 2018-05 | ||||||||||||
Agreement renewal, month and year | 2018-05 | ||||||||||||
United Energy Trading, LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Initial term of agreement | 5 years | ||||||||||||
Agreement expiration, month and year | 2020-05 | ||||||||||||
United Energy Trading, LLC [Member] | Natural Gas Supply Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Agreement expiration date | Mar. 31, 2018 | ||||||||||||
Joliet Holding [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Fees and reimbursements | $ 500 | $ 300 | $ 1,100 | $ 1,000 | |||||||||
Investor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Sale of common units in private placement, shares | shares | 4,520,795 | ||||||||||||
Proceeds from private placement | $ 72,700 | ||||||||||||
Investor [Member] | MTP Energy Master Fund Ltd [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Sale of common units in private placement, shares | shares | 572,635 | ||||||||||||
Issuance of common units, net of offering costs | $ 9,500 | ||||||||||||
Investor [Member] | Private Placement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Price per unit of common units | $ / shares | $ 16.59 | ||||||||||||
Private placement transaction due date | May 14, 2015 | ||||||||||||
Arc Terminals Holdings [Member] | Pawnee Terminal Acquisition [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Cash paid for Partnership acquired | $ 44,300 | ||||||||||||
Business acquisition, Equity interest issued or issuable, Number of shares | shares | 1,745,669 | ||||||||||||
Business combination consideration transferred net of adjustment. | $ 76,600 | ||||||||||||
Business acquisition, Equity interest issued, Value | $ 32,300 | ||||||||||||
Business acquisition, Share price | $ / shares | $ 18.50 | ||||||||||||
Lightfoot Capital Partners LP And Lightfoot Capital Partners GPLLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
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, upon request of the Sponsor, a registration statement to register the common units issued to the Sponsor and the common units issuable upon the conversion of the subordinated units held by the Sponsor. In addition, the registration rights agreement gives the Sponsor piggyback registration rights under certain circumstances. | ||||||||||||
Limited partners capital units percentage | 27.00% | ||||||||||||
Percentage of interest in general partner | 100.00% | ||||||||||||
GE Energy Financial Services [Member] | JBBR Acquisition [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Business combination, equity interest in acquire percentage | 40.00% | 40.00% | |||||||||||
GE Energy Financial Services [Member] | Joliet Holding [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Business combination, equity interest in acquire percentage | 40.00% | 40.00% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Revenue from Related Parties (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Related Party Transaction [Line Items] | |||||
Related parties | $ 1,431 | $ 3,739 | $ 4,382 | $ 10,847 | |
Center Oil [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related parties | $ 1,431 | 1,447 | $ 4,382 | 4,378 | |
United Energy Trading, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related parties | [1] | 1,837 | 5,118 | ||
Gulf Coast Asphalt Company, L.L.C. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related parties | [1] | $ 455 | $ 1,351 | ||
[1] | GCAC and UET are no longer considered related parties of the Partnership |
Related Party Transactions - 60
Related Party Transactions - Schedule of Accounts Receivable due from Related Parties (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Due from related parties | $ 480 | $ 1,321 | |
Center Oil [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties | $ 480 | 676 | |
United Energy Trading, LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties | [1] | $ 645 | |
[1] | GCAC and UET are no longer considered related parties of the Partnership |
Major Customers - Schedules of
Major Customers - Schedules of Percentages of Revenues and Receivables Associated with Significant Customers (Detail) - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Sales Revenue, Net [Member] | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Total percentages of revenue and receivables associated with significant customers | 45.00% | 44.00% | 45.00% | 45.00% | |
Sales Revenue, Net [Member] | Customer A [Member] | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Total percentages of revenue and receivables associated with significant customers | 34.00% | 33.00% | 34.00% | 33.00% | |
Sales Revenue, Net [Member] | Customer B [Member] | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Total percentages of revenue and receivables associated with significant customers | 11.00% | 11.00% | 11.00% | 12.00% | |
Receivables [Member] | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Total percentages of revenue and receivables associated with significant customers | 43.00% | 43.00% | |||
Receivables [Member] | Customer A [Member] | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Total percentages of revenue and receivables associated with significant customers | 27.00% | 32.00% | |||
Receivables [Member] | Customer B [Member] | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Total percentages of revenue and receivables associated with significant customers | 16.00% | 11.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 20 Months Ended | 29 Months Ended | ||||||
Feb. 29, 2016USD ($) | Jan. 31, 2014 | Sep. 30, 2017USD ($)bbl | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)bbl | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)bbl | Sep. 30, 2017USD ($)bbl | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | May 31, 2015USD ($) | |
Operating Leased Assets [Line Items] | |||||||||||
Accrual for loss contingencies | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Reported earn-out payments | 2,153,000 | $ 1,028,000 | |||||||||
Settlement agreement aggregate amount payable | $ 2,000,000 | $ 2,000,000 | |||||||||
Settlement agreement period | 3 years | ||||||||||
Reduction in settlement payment | $ 500,000 | ||||||||||
Settlement agreement date | Jan. 1, 2018 | ||||||||||
Settlement agreement amount paid | 1,400,000 | ||||||||||
JBBR Acquisition [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Earn-out payments | 27,000,000 | 27,000,000 | 27,000,000 | 27,000,000 | $ 27,000,000 | ||||||
Earn-out liability recognized | $ 17,600,000 | 17,600,000 | $ 17,600,000 | 17,600,000 | $ 18,000,000 | $ 19,700,000 | |||||
Reported earn-out payments | $ 4,600,000 | ||||||||||
Arc Terminals Holdings [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Lease agreement rent expenses | 230,000 | ||||||||||
Lease agreement rent expenses for future period | $ 417,522 | ||||||||||
Rent amount increase effective date | 2014-08 | 2019-02 | |||||||||
Number of barrels per day of oil equivalent | bbl | 12,500 | 12,500 | 12,500 | 12,500 | |||||||
Percentage of variable rate on base rent | 30.00% | ||||||||||
Operating lease agreement rent expense | $ 1,600,000 | $ 1,600,000 | $ 4,800,000 | $ 4,800,000 | |||||||
Operating lease termination notice | 12 months | ||||||||||
Arc Terminals Holdings [Member] | Portland Terminal [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Maximum purchase price under the lease purchase option | $ 65,700,000 | ||||||||||
Lease agreement notice period | So long as Arc Terminals Holdings is not in default under the Portland Lease Agreement, it shall have the right to purchase the Portland terminal 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. | ||||||||||
Arc Terminals Holdings [Member] | Fifth Anniversary [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Operating lease termination fee | $ 4,000,000 | ||||||||||
Arc Terminals Holdings [Member] | Tenth Anniversary [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Operating lease termination fee | $ 6,000,000 | ||||||||||
Arc Terminals Holdings [Member] | Minimum [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Percentage of change in the consumer price index | 2.00% | ||||||||||
Arc Terminals Holdings [Member] | LCP Oregon Holdings LLC [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Description of increase in base rent | increased each month starting with the month of August 2014 by a factor of 0.00958 of the specified construction costs incurred by LCP Oregon Holdings LLC at the Portland terminal | ||||||||||
Arc Terminals Holdings [Member] | CorEnergy [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Operating lease, additional spending | $ 10,000,000 | ||||||||||
Operating leases, Rent expense increased | $ 95,800 | ||||||||||
Arc Terminals Holdings [Member] | Lightfoot Capital Partners LP [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Percentage of investment in subsidiary | 6.60% | ||||||||||
Arc Terminals Holdings [Member] | Lightfoot Capital Partners GP LLC [Member] | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Percentage of investment in subsidiary | 1.50% | ||||||||||
Initial term of lease agreement | 15 years | ||||||||||
Additional term for lease agreement | 5 years |
Commitments and Contingencies63
Commitments and Contingencies - Schedule of Future Non-Cancelable Commitments Related to Certain Contractual Obligations (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Commitments And Contingencies Disclosure [Abstract] | ||
Long-term debt obligations, Total | $ 256,000 | $ 249,000 |
Long-term debt obligations, 2018 | 256,000 | |
Operating lease obligations, Total | 12,702 | |
Operating lease obligations, 2017 | 1,622 | |
Operating lease obligations, 2018 | 6,414 | |
Operating lease obligations, 2019 | 4,665 | |
Operating lease obligations, 2020 | 1 | |
Earn-out obligations, Total | 22,391 | |
Earn-out obligations, 2017 | 416 | |
Earn-out obligations, 2018 | 2,281 | |
Earn-out obligations, 2019 | 2,281 | |
Earn-out obligations, 2020 | 2,281 | |
Earn-out obligations, 2021 | 2,281 | |
Earn-out obligations, thereafter | 12,851 | |
Settlement obligations, Total | 625 | |
Settlement obligations, 2017 | 125 | |
Settlement obligations, 2018 | 500 | |
Contractual obligations, Total | 291,718 | |
Contractual obligations, 2017 | 2,163 | |
Contractual obligations, 2018 | 265,195 | |
Contractual obligations, 2019 | 6,946 | |
Contractual obligations, 2020 | 2,282 | |
Contractual obligations, 2021 | 2,281 | |
Contractual obligations, thereafter | $ 12,851 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Oct. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | |
Subsequent Event [Line Items] | ||||||
Total distribution per unit | $ 0.4400 | $ 0.4400 | $ 0.4400 | $ 0.4400 | $ 0.4400 | |
Cash distribution, total amount | $ 8,603 | $ 8,600 | $ 8,588 | $ 8,570 | $ 8,493 | |
Cash distribution payment date | Nov. 15, 2017 | Aug. 15, 2017 | May 15, 2017 | Feb. 15, 2017 | Nov. 15, 2016 | |
Cash distribution date of record | Nov. 8, 2017 | Aug. 8, 2017 | May 8, 2017 | Feb. 8, 2017 | Nov. 7, 2016 | |
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Cash distribution, declaration month and year | 2017-10 | |||||
Cash distribution, total amount | $ 8,600 | |||||
Cash distribution payment date | Nov. 15, 2017 | |||||
Cash distribution date of record | Nov. 8, 2017 | |||||
Subsequent Event [Member] | Quarterly Distribution [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Total distribution per unit | $ 0.44 | |||||
Subsequent Event [Member] | Annual Distribution [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Total distribution per unit | $ 1.76 |